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 SHORT TERM BOND FUND
--------------------
(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)
(4)and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield MA 01301
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. The reorganization will not
change the Fund's name, investment objective, 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 Trustees believes that the proposed reorganization is in
the best interests of 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 Short Term Bond Fund
This letter has been prepared solely for the information of
existing shareholders.
This letter is not authorized for distribution to
prospective investors.
Mutual funds distributed by Phoenix Equity Planning Corporation.
<PAGE>
PHOENIX-GOODWIN
MULTI-SECTOR SHORT TERM BOND FUND
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 Short
Term Bond Fund (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 Trustees
of Phoenix-Goodwin Multi-Sector Short
Term Bond Fund,
G. JEFFREY BOHNE
Secretary
<PAGE>
PHOENIX-GOODWIN MULTI-SECTOR SHORT TERM BOND FUND
PROXY STATEMENT
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the
solicitation by the Board of Trustees of Phoenix-Goodwin Multi-Sector Short Term
Bond Fund (the "Fund") of proxies to be used at a meeting of the shareholders of
the Fund and at any adjournment(s) thereof.
The purpose of the meeting is to consider a plan to reorganize the Fund
from a Massachusetts business trust into a 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
Fixed Income Fund, Inc. (the "Fixed Income Fund'), another Phoenix Fund, are
also being asked to approve a reorganization of the Fixed Income Fund as a
series of the Delaware Trust. If the reorganizations of the Fund and the Fixed
Income Fund both occur, then the New Fund and the new fund resulting from the
reorganization of the Fixed Income 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 name, investment
objective or principal investment strategy, investment adviser, independent
accountants or fiscal year. Each shareholder will own the same number of shares
of the New Fund immediately after the reorganization as the number of Fund
shares owned by the shareholder on the closing of the reorganization. The New
Fund will offer the same shareholder services as the Fund.
This Proxy Statement and the enclosed form of proxy are first being
mailed to shareholders on or about 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 Massachusetts business trust and the Board of Trustees
of the Fund may consider other alternatives that it views as being in the best
interests of the shareholders of the Fund.
For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposal to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting, but which have not been
voted. For this reason, abstentions and broker non-votes will assist the Fund in
obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposal.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of the proposal have not been obtained,
then the persons named as proxies may propose one or more adjournments of the
meeting without further notice to shareholders to permit further solicitation of
proxies provided such persons determine, after consideration of all relevant
factors, including the nature of the proposal, the percentage of votes
<PAGE>
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 Trustees 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 Trustees of the Fund is not
aware of any other matters to come before the meeting.
REVOCATION OF PROXIES
Any shareholder who has given a proxy has the right to revoke the proxy
any time prior to its exercise 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NAME OF SHAREHOLDER CLASS OF SHARES PERCENTAGE OF CLASS NUMBER OF SHARES
------------------- --------------- ------------------- ----------------
</TABLE>
2
<PAGE>
On ________, 2000, the Trustees 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 Trustees believe that the proposed Delaware business trust
form provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Fund. Delaware law offers a mutual fund certain advantages compared with
Massachusetts law. Delaware law provides that the shareholders and trustees of a
Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable for trust
obligations. Although the risk of this liability is remote, the Trustees have
determined that Delaware law should afford greater protection against potential
shareholder and trustee liability. Similarly, Delaware law provides that no
series of a Delaware business trust is liable for the debts of another series.
This is another potential, although remote, risk in the case of a Massachusetts
business trust.
It is anticipated that under the Delaware trust instrument, the
Delaware Trust will be required to have fewer shareholder meetings, potentially
further reducing costs. Delaware law affords to trustees the ability to adapt
the Delaware Trust to future contingencies; for example, the Trustees will have
the power to amend the Delaware trust instrument, merge or consolidate the New
Fund with another entity and to change the Delaware Trust's domicile, in each
case without a shareholder vote. Any exercise of this authority by the Trustees
will be subject to applicable federal law. 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 Massachusetts trust instrument 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
3
<PAGE>
Fund. For a more detailed comparison of the current and proposed fundamental
investment restrictions, see "Comparative Investment Restrictions" on page _.
THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization will consist of several steps that will occur on a
closing date following shareholder approval. First, the Fund will transfer all
of its assets to the New Fund in exchange solely for all of the shares of the
New Fund. The New Fund will also assume all of the liabilities of the Fund.
Immediately thereafter, the Fund will liquidate and distribute shares of the New
Fund to its shareholders in exchange for their shares of the Fund. This will be
accomplished by opening an account on the books of the New Fund in the name of
each shareholder of record of the Fund and by crediting to each account the
shares due in the reorganization. Every shareholder will own the same number of
shares of the corresponding class of the New Fund as the number of Fund shares
held by the shareholder in each class of the Fund immediately before the
reorganization.
The reorganization is subject to a number of conditions set forth in
the reorganization agreement. Certain of these conditions may be waived by the
Board of Trustees. The significant conditions which may not be waived include:
(a) the receipt by the Fund and the Delaware Trust of an opinion of counsel as
to certain federal income tax aspects of the reorganization and (b) the approval
of the reorganization agreement by the shareholders of the Fund. The
reorganization of the Fund may occur even if the reorganization of the Fixed
Income 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 Trustees.
In addition, the reorganization agreement may be amended by the Board of
Trustees. However, the reorganization agreement may not be amended subsequent to
the shareholders meeting in a manner that would change the method for
determining the number of shares to be issued to shareholders of the existing
Fund without shareholder approval.
The closing of the reorganization is scheduled to occur on the 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
Trustees intend to take all appropriate and necessary action to liquidate and
dissolve the Fund under the laws of the Commonwealth of Massachusetts.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT
THE SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix, the current adviser of the Fund, will continue to serve as
investment adviser to the New Fund following the reorganization. The
reorganization agreement authorizes the Fund, while it is the sole shareholder
of the New Fund, to approve a new advisory agreement with Phoenix that is
substantially identical to the current agreement. The rate of advisory fees
payable to Phoenix under the new advisory agreement will be the same as under
the current agreement.
4
<PAGE>
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.
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 Trustees on November 19, 1999. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
adviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the 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. The Fund's diversification restriction includes the
limitation that, with respect to 100% of the total assets of the Fund, the Fund
may not own more than 10% of the outstanding voting securities of any one
issuer, other than U.S. Government securities. The 10% percentage limitation in
the proposed restriction will apply to only 75% of the assets of the New Fund.
Consequently, 25% of the New Fund's assets will be excluded from the
diversification requirement. This would permit the New Fund to hold a greater
percentage of the voting securities of certain issuers than the Fund is
currently permitted to hold. The New Fund's restriction is based upon the
definition of a "diversified company" under the 1940 Act. If the New Fund were
to hold a larger position in a single issuer, the performance of that issuer
would have a greater impact on the New Fund's share price. Thus, the New Fund
could be exposed to increased volatility to the extent that it invests in a
smaller number of issuers.
5
<PAGE>
Concentration. The Fund has an investment restriction prohibiting it
from investing more than 25% of its total assets in securities of issuers
engaged in any one industry (excluding U.S. Government securities). Under the
restriction applicable to the New Fund, the New Fund may not purchase securities
if, after giving effect to the purchase, more than 25% of its total assets would
be invested in the securities of one or more issuers conducting their principal
business activities in the same industry (excluding the U.S. government or its
agencies or instrumentalities). Phoenix believes the restriction applicable to
the New Fund is substantially similar to the Fund's restriction.
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 1933 Act 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 securities
secured by real estate or securities issued by companies which invest in real
estate. The proposed restriction would permit the New Fund to acquire or lease
office space for its own use, although it is not anticipated that the New Fund
will do so. The proposed restriction would also permit the New Fund to hold and
sell real estate acquired as a result of the ownership of securities (for
example, as the holder of a bond in a company that had gone into bankruptcy).
While Phoenix believes this possibility is remote, this change would provide
useful flexibility should such an event occur.
Commodities. The current restriction permits the Fund to purchase and
sell certain types of derivatives. The proposed investment restriction on
commodities 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. While the use of derivatives can guard against
potential risks, it can eliminate some opportunities for gains. The main risk
with derivatives is that some types can amplify a gain or loss, potentially
earning or losing substantially more money than the actual cost of the
derivative. With some derivatives, whether used for hedging or speculation,
there is also the risk that the counterpart may fail to honor its contract
terms, causing a loss for the New Fund. The New Fund's ability to engage in
futures contracts and options on futures remains subject to applicable rules of
the Commodity Futures Trading Commission ("CFTC"). Under current CFTC rules, the
New Fund would not be permitted to enter into a futures transaction if it would
cause the aggregate amount of initial margin deposit and related option premiums
for non-hedging purposes to exceed 5% of the value of its assets.
Lending. Under the Fund's restrictions on lending, the Fund is
permitted to (a) invest in debt securities, bankers' acceptances and commercial
paper, and (b) lend its portfolio securities in amounts up to one-third of the
value of its total assets. The lending restrictions applicable to the New Fund
do not contain any percentage limitation. The staff of the SEC currently limits
loans of portfolio securities to one-third of a mutual fund's assets, including
any collateral received from the loan. If the SEC staff were to provide greater
flexibility to mutual funds to engage in securities lending in the future, the
New Fund would be able to take advantage of that increased flexibility. The
lending restriction applicable to the New Fund would permit the New Fund to
enter into repurchase agreements and to participate in an interfund lending
program with other registered investment companies. The
6
<PAGE>
current restriction does not allow for entering into repurchase agreements or
interfund lending. Phoenix does not currently intend to establish an interfund
lending program.
Other Restrictions. Unlike the Fund, the New Fund does not have
fundamental investment restrictions relating to pledging its assets, purchasing
securities on margin, investing in oil, gas or other mineral programs 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
<PAGE>
<TABLE>
<CAPTION>
------------------------- ------------------------------------------------ --------------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
------------------------- ------------------------------------------------ --------------------------------------------------
<S> <C> <C>
Diversification The Fund may not, with respect to 75% of its The Fund may not, with respect to 75% of the
total assets, purchase securities of an issuer total assets of the Fund, invest more than 5% of
(other than the U.S. Government, its agencies, the value of its total assets in the securities
instrumentalities or authorities or repurchase of any one issuer, or, with respect to 100% of
agreements collateralized by U.S. Government the total assets of the Fund, own more than 10%
securities and other investment companies), of the outstanding voting securities of any one
if: (a) such purchase would, at the time, issuer, in each case other than U.S. Government
cause more than 5% of the Fund's total assets securities.
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.
------------------------- ------------------------------------------------ --------------------------------------------------
Industry The Fund may not purchase securities if, after The Fund may not invest 25% or more of the value
Concentration giving effect to the purchase, more than 25% of its total assets in securities of issuers
of its total assets would be invested in the engaged in any one industry (excluding U.S.
securities of one or more issuers conducting Government securities).
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. To the
transactions, (b) investments in instruments extent otherwise permitted, the deposit of
such as futures contracts, swaps, and options assets in escrow in connection with the writing
and (c) short-term credits extended in of covered put and call options and the purchase
connection with trade clearance and of securities on a when-issued or delayed
settlement, shall not constitute borrowing. delivery basis and collateral arrangements with
respect to initial or variation margin deposits
for futures contracts will not be deemed to be
pledges of a Fund's assets.
------------------------- ------------------------------------------------ --------------------------------------------------
Senior Securities The Fund may not issue "senior securities" The Fund may not issue senior securities.
in contravention of the 1940 Act. Activities
permitted by SEC exemptive orders or staff
interpretations shall not be deemed to be
prohibited by this restriction.
------------------------- ------------------------------------------------ --------------------------------------------------
Underwriting The Fund may not underwrite the securities The Fund may not act as an underwriter of
issued by other persons, except to the extent securities of other issuers, except to the
that, in connection with the disposition of extent that in connection with the disposition
portfolio securities, the Fund may be deemed of portfolio securities it may be deemed to be
to be an underwriter under applicable law. an underwriter under federal securities laws.
------------------------- ------------------------------------------------ --------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
------------------------- ------------------------------------------------ --------------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
------------------------- ------------------------------------------------ --------------------------------------------------
<S> <C> <C>
Real Estate The Fund may not purchase or sell real estate, The Fund may not purchase or sell real estate,
except that the Fund may (i) acquire or lease although it may purchase securities secured by
office space for its own use, (ii) invest in real estate or interests therein, or securities
securities of issuers that invest in real issued by companies which invest in real estate,
estate or interests therein, (iii) invest in or interests therein (other than real estate
mortgage-related securities and other limited partnership interests).
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 restrictions described in the Fund's
not limited to, options, futures contracts and Prospectus and Statement of Additional
options on futures contracts) whose value is Information, enter into futures contracts,
tied to the value of a financial index or a options on futures contracts, foreign currency
financial instrument or other asset forward contracts, foreign currency options or
(including, but not limited to, securities any interest rate or foreign currency-related
indexes, interest rates, securities, hedging instrument.
currencies and physical commodities).
------------------------- ------------------------------------------------ --------------------------------------------------
Lending The Fund may not make loans, except that the The Fund may not lend any funds or other assets,
Fund may (i) lend portfolio securities, (ii) except that the Fund may, consistent with its
enter into repurchase agreements, (iii) investment objective and policies: (i) invest in
purchase all or a portion of an issue of debt debt obligations including bonds, debentures, or
securities, bank loan participation interests, other debt securities, bankers' acceptances and
bank certificates of deposit, bankers' commercial paper, even though purchase of such
acceptances, debentures or other securities, obligations may be deemed to be the making of
whether or not the purchase is made upon the loans; (ii) enter into repurchase agreements;
original issuance of the securities and (iv) and (iii) lend its portfolio securities in an
participate in an interfund lending program amount not to exceed 1/3 of the value of its
with other registered investment companies. total assets provided such loans are made in
accordance with applicable guidelines
established by the Securities and Exchange
Commission and the Trustees.
------------------------- ------------------------------------------------ --------------------------------------------------
Margin None The Fund may not purchase on margin except for
the use of short-term credit for clearance of
purchases and sales of portfolio securities, but
it may make margin deposits in connection with
transactions in options, futures and options on
futures.
------------------------- ------------------------------------------------ --------------------------------------------------
Short Sales None The Fund may not maintain a short position, or
purchase, write or sell puts, calls, straddles,
spreads or combinations thereof, except as set
forth in the prospectus and Statement of
Additional Information for transactions in
options, futures, and options on futures.
------------------------- ------------------------------------------------ --------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
------------------------- ------------------------------------------------ --------------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
------------------------- ------------------------------------------------ --------------------------------------------------
<S> <C> <C>
Oil, Gas, and Other None The Fund may not invest in oil, gas or other
Mineral Programs mineral programs.
------------------------- ------------------------------------------------ --------------------------------------------------
</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).
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.
10
<PAGE>
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.
CERTAIN COMPARATIVE INFORMATION ABOUT THE FUND AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
trust instrument and by-laws of the Fund and the trust instrument and by-laws of
the Delaware Trust. It is not a complete list of the differences. Shareholders
should refer to the provisions of these documents and state law directly for a
more thorough comparison. Copies of the trust instrument and by-laws of the Fund
and of the trust instrument and by-laws of the Delaware Trust are available to
shareholders without charge upon written request.
General. The Fund was organized as a Massachusetts business trust in
February 1992. The Fund is currently governed by its Declaration of Trust dated
February 1992, as amended (the "Massachusetts Trust
11
<PAGE>
Instrument"). As a Massachusetts business trust, the Fund's operations are
currently governed by the Massachusetts Trust Instrument and applicable Federal
and Massachusetts law. The Delaware Trust was organized as a Delaware business
trust in 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 Fixed Income Fund each
approve the reorganization of their respective fund, then both New Fund and the
new fund resulting from the reorganization of the Fixed Income 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 Trustees of the Fund and,
subject to applicable requirements of the 1940 Act and Delaware law, broader
authority to act. The increased flexibility may allow the Trustees to react more
quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the New Fund to operate in a more efficient and
economical manner. The Trustees' fiduciary obligations to act with due care and
in the interest of shareholders will not be affected by the reorganization.
Term of Trustees. The term of office of a Trustee of both the Fund and
the Delaware Trust is unlimited in duration unless the Trustees themselves adopt
a limited term. A person serving as Trustee will continue as Trustee until the
person resigns, dies or is removed from office. Under the Delaware Trust
Instrument, a Trustee may be removed with or without cause at any meeting of
shareholders by a vote of a least two-thirds of the outstanding shares of the
Delaware Trust or by a vote of two-thirds of the number of Trustees prior to
such removal. The Massachusetts Trust Instrument also provides that any Trustee
may be removed by the affirmative vote of the holders of two-thirds of the
outstanding shares. However, a Trustee may be removed by two-thirds of the
remaining Trustees only for cause.
Liability of Trustees and Officers. A Trustee of both the Fund and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of the Trustee. Under the Massachusetts
Trust Instrument and the by-laws of the Delaware Trust, Trustees, offices and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder who is
exposed to liability by reason of a claim or demand relating to such person
being a shareholder. The Delaware Trust Instrument expands the shareholder
indemnification provision to include former shareholders.
Shareholder Voting. The voting rights of shareholders of the Fund are
based on the number of shares the shareholder owns. Each holder of a share of
the Fund is entitled to one vote for each whole share and a proportionate
fractional vote for each fractional share. As a shareholder of the Delaware
Trust, voting rights will be dollar-based. Each shareholder will have one vote
for each dollar of net asset value held by the shareholder regardless of the
number of shares held. Under dollar-based voting rights, a shareholder's voting
power will be in direct proportion to the shareholder's investment in the
Delaware Trust. 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 Fixed Income Fund becomes a series
of the Delaware Trust, then, shareholders of the new fund resulting from the
reorganization of the Fixed Income 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 Fixed Income Fund as of August 14, 2000:
12
<PAGE>
<TABLE>
<CAPTION>
Short Term Bond Fund
--------------------
Outstanding shares Net Asset Value
----------------------------------- ---------------------------------- ---------------------------------
<S> <C> <C>
Class A
----------------------------------- ---------------------------------- ---------------------------------
Class B
----------------------------------- ---------------------------------- ---------------------------------
Class C
----------------------------------- ---------------------------------- ---------------------------------
Fixed Income Fund
-----------------
Outstanding shares Net Asset Value
----------------------------------- ---------------------------------- ---------------------------------
Class A
----------------------------------- ---------------------------------- ---------------------------------
Class B
----------------------------------- ---------------------------------- ---------------------------------
Class C
----------------------------------- ---------------------------------- ---------------------------------
</TABLE>
Shareholder Meetings. The Delaware Trust and the Fund are not required
to hold annual shareholder meetings. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of the Fund may call
a special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.
Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of the New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval. Under
the Massachusetts Trust Instrument, a majority of the outstanding shares of the
Fund must approve a merger of the Fund with another business organization or the
sale or exchange of all or substantially all of the property of the Fund.
Termination of Trust or a Fund. Under the Delaware Trust Instrument,
the Delaware Trust may be terminated at any time by the Trustees alone, upon
written notice to the shareholders, or by vote of a majority of the shares of
the Delaware Trust. The New Fund or a class thereof may be terminated at any
time by a vote of a majority of the shares of the New Fund or class or by the
Trustees by written notice to the shareholders of the New Fund or class. Under
the Massachusetts Trust Instrument, the holders of at least a majority of the
shares of the Fund must approve the termination of the Fund.
Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights). On
the other hand, the Massachusetts Trust Instrument may generally only be amended
by the affirmative vote of the majority of shareholders. The Trustees may amend
the Massachusetts Trust Instrument without shareholder approval to conform the
Massachusetts Trust Instrument to the requirements of applicable federal laws or
regulations or the requirements of the regulated investment company provisions
of the Internal Revenue Code.
CERTAIN INFORMATION REGARDING THE TRUSTEES
Federal securities laws require that at least one-half of the Trustees
of the Fund and, following the reorganization, Trustees of the Delaware Trust,
be elected by shareholders. The Fund currently meets this standard. Rather than
call another shareholder meeting to vote on Trustees after the reorganization,
the reorganization agreement authorizes the Fund, while it is the sole
shareholder of the New Fund, to elect the then current Trustees of the Fund,
except for Calvin J. Pedersen, as the Trustees of the Delaware Trust.
Information on the individuals that will serve as the Trustees and
officers of the Delaware Trust and their business affiliations for the past five
years are set forth below. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480.
Trustees whose names are preceded by an asterisk will be "interested persons" of
the Delaware Trust (as defined in the 1940 Act).
13
<PAGE>
<TABLE>
<CAPTION>
-------------------------------- -------------------- ----------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------- -------------------- ----------------------------------------------------------------------
<S> <C> <C>
Robert Chesek (66) Trustee 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) Trustee 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).
-------------------------------- -------------------- ----------------------------------------------------------------------
Harry Dalzell-Payne (71) Trustee 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) Trustee 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.
-------------------------------- -------------------- ----------------------------------------------------------------------
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
-------------------------------- -------------------- ----------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------- -------------------- ----------------------------------------------------------------------
<S> <C> <C>
Leroy Keith, Jr. (61) Trustee 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) Trustee 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).
-------------------------------- -------------------- ----------------------------------------------------------------------
Everett L. Morris (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc.
(1991-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1993-present).
-------------------------------- -------------------- ----------------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
-------------------------------- -------------------- ----------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------- -------------------- ----------------------------------------------------------------------
<S> <C> <C>
*James M. Oates (54) Trustee 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) Trustee 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) Trustee 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) Trustee 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).
-------------------------------- -------------------- ----------------------------------------------------------------------
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).
-------------------------------- -------------------- ----------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
-------------------------------- -------------------- ----------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------- -------------------- ----------------------------------------------------------------------
<S> <C> <C>
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 Trustees received aggregate remuneration of $______. For services on
the Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a
full-time employee of Phoenix or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and a fee of $2,500 per joint meeting of
the Boards. Each Trustee who serves on the Audit Committee receives a retainer
at the annual rate of $2,000 and a fee of $2,000 per joint Audit Committee
meeting attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and a fee of $1,000 per joint Nominating
Committee meeting attended. Each Trustee who serves on the Executive Committee
and who is not an interested person of the Fund receives a retainer at the
annual rate of $2,000 and $2,000 per joint Executive Committee meeting attended.
The function of the Executive Committee is to serve as a contract review,
compliance review and performance review delegate of the full Board of Trustees.
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 Trustees has an Audit Committee and a Nominating
Committee. The Audit Committee of the Fund consists of four of the Trustees who
are not interested persons of the Fund (i.e., the "independent Trustees"). The
Audit Committee meets with the Fund's auditors to review the scope of the
auditing procedures, the adequacy of internal controls, compliance by the Fund
with the accounting, record keeping and financial reporting requirements of the
1940 Act, and the possible effect on Fund operations of any new or proposed tax
or other regulations applicable to investment companies. The Audit Committee
makes an annual recommendation concerning the appointment of auditors and
reviews and recommends policies and practices relating to principles to be
followed in the conduct of Fund operations. The Audit Committee reports the
results of its inquiries to the Board of Trustees. The Audit Committee currently
consists of E. Virgil Conway, Herbert Roth, Jr., Richard E. Segerson and Lowell
P. Weicker, Jr. The Audit Committee held four meetings during the fiscal year
ended October 31, 1999.
The Nominating Committee consists of four Trustees who are not
interested persons of the Fund. It recommends to the Board of Trustees persons
to be elected as Trustees. During the fiscal year ended October 31, 1999, the
Nominating Committee held brief meetings as needed in conjunction with regular
quarterly executive sessions of the independent Trustees. The Nominating
Committee currently consists of Robert Chesek, Harry Dalzell-Payne, Leroy Keith,
Jr. and Herbert Roth, Jr. It will consider individuals proposed by a shareholder
for election as a Trustee. Shareholders who wish to submit the name of any
individual must submit in writing a brief description of the proposed nominee's
business experience and other information relevant to the qualifications of the
individual to serve as a Trustee of the Fund.
The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.
The Board of Trustees held five meetings during the fiscal year ended
October 31, 1999. Each Trustee, except Herbert Roth, Jr., was present for at
least 75% of the total number of meetings of the Board and of those committees
of which the Trustee was a member which were held during his tenure.
For the Fund's last fiscal year, the Trustees received the following
compensation:
19
<PAGE>
<TABLE>
<CAPTION>
PENSION OR ESTIMATED ANNUAL TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS BENEFITS FROM FUND AND FUND
COMPENSATION ACCRUED AS PART OF UPON COMPLEX (37 FUNDS)
NAME FROM FUND FUND EXPENSES RETIREMENT PAID TO TRUSTEES
---- ----------- ------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Robert Chesek $1,350 $60,500
E. Virgil Conway(1) $1,660 $75,250
Harry Dalzell-Payne(1) $1,560 $89,250
Francis E. Jeffries $1,300* None for any None for any $58,000
Leroy Keith, Jr. $1,350 Trustee Trustee $60,500
Philip R. McLoughlin(1) $ 0 $ 0
Everett L. Morris(1) $1,210* $51,500
James M. Oates(1) $1,410 $64,250
Herbert Roth, Jr.(1) $1,135 $48,500
Richard E. Segerson $1,550* $69,000
Lowell Weicker, Jr. $1,500 $65,750
</TABLE>
------------------
*This compensation (and the earnings thereon) was deferred pursuant to the
Trustees' 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 Trustee, Trustee fees that are deferred are paid by the Fund to the
Distributor. The liability for the deferred compensation obligation appears only
as a liability of the Distributor.
(1)Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.
INVESTMENT ADVISER, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford,
Connecticut 06115-0480, is the Fund's investment 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 Trustees of the Fund knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the shareholders of the Fund arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Fund and the shareholders of the Fund.
The Fund does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Trustees of
the Fund unless and until such time as less than a majority of the Trustees
holding office have been elected by the shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of the Fund should send their written
submissions to the principal executive offices of the Fund at 101 Munson Street,
Greenfield, Massachusetts 01301.
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
Short Term Bond Fund., a Massachusetts business trust (the "Predecessor Trust"),
on behalf of its Phoenix-Goodwin Multi-Sector Short Term Bond Fund series (the
"Predecessor Fund"), and Phoenix Multi-Series Trust, a Delaware business trust
(the "Successor Trust"), on behalf of its Phoenix-Goodwin Multi-Sector Short
Term Bond Fund series (the "Successor Fund").
All references in this Agreement to action taken by the Predecessor
Fund or the Successor Fund shall be deemed to refer to action taken by the
Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective portfolio series.
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all of
its assets to the Successor Fund, in exchange solely for shares of beneficial
interest in the Successor Fund ("New Shares") having a net asset value equal to
the net asset value of the Predecessor Fund, the assumption by the Successor
Fund of all the liabilities of the Predecessor Fund, and the distribution of the
New Shares to the shareholders of the Predecessor Fund in complete liquidation
of the Predecessor Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Predecessor Trust and the Successor Trust are each
open-end, registered investment companies of the management type; and
WHEREAS, the Board of Trustees of the Predecessor Trust and the Board
of Trustees of the Successor Trust have determined that it is in the best
interest of the Predecessor Trust and the Successor Trust, respectively, that
the assets of the Predecessor Trust be acquired by the Successor Trust pursuant
to this Agreement and in accordance with the applicable statutes of the
Commonwealth of Massachusetts and the State of Delaware and that the interests
of existing shareholders will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Predecessor
Trust agrees to transfer all of the assets of the Predecessor Fund, as set forth
in paragraph 1.2, to the Successor Fund, and the Successor Trust agrees in
exchange therefor: (i) to deliver to the Predecessor Trust a number of full and
fractional New Shares of each class of the Successor Fund equal to the number of
shares of the corresponding class of the Predecessor Fund as of the time and
date set forth in Article 2, and (ii) to assume all the liabilities of the
Predecessor Fund, as set forth in paragraph 1.2. Such transactions shall take
place at the closing provided for in paragraph 2.1 (the "Closing").
1.2 The assets of the Predecessor Fund to be acquired by the Successor
Fund shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the closing
date provided in paragraph 2.1 (the "Closing Date"). All liabilities, expenses,
costs, charges and reserves of the Predecessor Fund, to the extent that they
exist at or after the Closing, shall after the Closing attach to the Successor
Fund and may be enforced against the Successor Fund to the same extent as if the
same had been incurred by the Successor Fund.
1.3 Immediately upon delivery to the Predecessor Fund of the New
Shares, the Predecessor Fund, as the then sole shareholders of the Successor
Fund, shall (i) with the exception of Calvin J. Pedersen, elect as trustees
<PAGE>
of the Trust the persons who currently serve as trustees of the Predecessor
Trust; (ii) approve an Investment Management Agreement between the Successor
Trust, on behalf of the Successor Fund, and Phoenix Investment Counsel, Inc.
(the "Investment Manager"), and (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 Trust
pursuant to paragraph 1.1. Such distribution and liquidation will be
accomplished by the transfer of the New Shares then credited to the accounts of
the Predecessor Fund on the books of the Successor Fund to open accounts on the
share records of the Successor Fund in the names of the Current Shareholders and
representing the respective pro rata number of the New Shares of the
corresponding class due such shareholders. All issued and outstanding shares of
the Predecessor Fund will simultaneously be canceled on the books of the
Predecessor Trust, although share certificates representing interests in the
Predecessor Trust will represent a number of New Shares after the Closing Date
as determined in accordance with paragraph 2.2. The Successor Fund shall not
issue certificates representing the New Shares in connection with such exchange.
Ownership of New Shares will be shown on the books of the Successor Trust's
transfer agent. As soon as practicable after the Closing, the Predecessor Trust
shall take all steps necessary to effect a complete liquidation of the
Predecessor Fund and shall file such instruments, if any, as are necessary to
effect the dissolution of the Predecessor Trust and shall take all other steps
necessary to effect such dissolution.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the 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 Trust shall cause Phoenix Equity Planning Trust
(the "Transfer Agent"), transfer agent of the Predecessor Fund, to deliver at
the Closing a certificate of an authorized officer stating that its records
contain the names and addresses of the Current Shareholders and the number and
percentage ownership of outstanding shares of the Predecessor Fund and the class
of the Predecessor Fund owned by each such shareholder immediately prior to the
Closing. The Successor Fund shall issue and deliver a confirmation evidencing
the New Shares to be credited on the Closing Date to the Secretary of the
Predecessor Trust or provide evidence satisfactory to the Predecessor Trust that
such New Shares have been credited to the accounts of the Predecessor Fund on
the books of the Successor Fund. At the Closing, each party shall deliver to the
other such bills of sales, checks, assignments, share certificates, if any,
receipts or other documents as such other party or its counsel may reasonably
request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Trust, on behalf of the Predecessor Fund, hereby
represents and warrants to the Successor Fund as follows:
(i) the Predecessor Trust is duly organized, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts and has
full power and authority to conduct its business as presently conducted;
(ii) the Predecessor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of the
Predecessor Fund;
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 Trust or the shareholders of the Predecessor Fund (other than as
contemplated in paragraph 4.1(vi) are necessary to authorize this Agreement and
the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Predecessor
Trust on behalf of the Predecessor Fund and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by
the Predecessor Trust on behalf of the Predecessor Fund, nor the consummation by
the Predecessor Trust on behalf of the Predecessor Fund of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both) a breach of or default under,
the Declaration of Trust or By-Laws of the Predecessor Trust, as each may be
amended, or any statute, regulation, order, judgment or decree, or any
instrument, contract or other agreement to which the Predecessor Trust is a
party or by which the Predecessor Trust or any of its assets is subject or
bound; and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Predecessor Trust on behalf of
the Predecessor Fund or the consummation of any transactions contemplated hereby
by the Predecessor Trust, other than as shall be obtained at or prior to the
Closing.
3.2 The Successor Trust, on behalf of the Successor Fund, hereby
represents and warrants to the Predecessor Fund as follows:
(i) The Successor Trust is duly organized, validly existing
and in good standing under the laws of the State of Delaware and has full power
and authority to conduct its business as presently conducted;
(ii) the Successor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of the
Successor Fund;
(iii) the execution and delivery of this Agreement on behalf
of the Successor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the Successor
Trust or the shareholders of the Successor Fund are necessary to authorize this
Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Successor
Trust on behalf of the Successor Fund and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by
the Successor Trust on behalf of the Successor Fund, nor the consummation by the
Successor Trust on behalf of the Successor Fund of the transactions contemplated
hereby will conflict with, result in a breach or violation of or constitute (or
with notice, lapse of time or both constitute) a breach of or default under, the
Master Trust Agreement (the "Master Trust Agreement") or By-Laws of the
Successor Trust, as each may be amended, or any statute, regulation, order,
judgment or decree, or any instrument, contract or other agreement to which the
Successor Trust is a party or by which the Successor Trust or any of its assets
is subject or bound; and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Successor Trust on behalf of the
Successor Fund or the consummation of any transactions contemplated hereby by
the Successor Trust, other than as shall be obtained at or prior to the Closing.
A-3
<PAGE>
4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Trust on behalf of the
Predecessor Fund and the Successor Trust on behalf of the Successor Fund to
effectuate the Reorganization shall be subject to the satisfaction of the
following conditions:
(i) The Successor Trust shall have succeeded to the
registration statement of the Predecessor Trust on Form N-1A under the
Securities Act of 1933, as amended (the "Securities Act") and such amendment or
amendments thereto as are determined by the Board of Trustees of the Successor
Trust to be necessary and appropriate to effect the registration of the New
Shares (the "Post-Effective Amendment"), shall have been filed with the
Securities and Exchange Commission (the "Commission") and the Post-Effective
Amendment shall have become effective, and no stop-order suspending the
effectiveness of the Post-Effective Amendment shall have been issued, and no
proceeding for that purpose shall have been initiated or threatened by the
Commission (and not withdrawn or terminated);
(ii) The applicable New Shares shall have been duly qualified
for offering to the public in all states in which such qualification is required
for consummation of the transactions contemplated hereunder;
(iii) All representations and warranties of the Predecessor
Trust on behalf of the Predecessor Fund contained in this Agreement shall be
true and correct in all material respects as of the date hereof and as of the
Closing, with the same force and effect as if then made, and the Successor Trust
on behalf of the Successor Fund shall have received a certificate of an officer
of the Predecessor Trust acting on behalf of the Predecessor Fund to that effect
in form and substance reasonably satisfactory to the Successor Trust on behalf
of the Successor Fund;
(iv) All representations and warranties of the Successor Trust
on behalf of the Successor Fund contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Trust on
behalf of the Predecessor Fund shall have received a certificate of an officer
of the Successor Trust acting on behalf of the Successor Fund to that effect in
form and substance reasonably satisfactory to the Predecessor Trust on behalf of
the Predecessor Fund;
(v) The Predecessor Trust on behalf of the Predecessor Fund
and the Successor Trust on behalf of the Successor Fund shall have received an
opinion from Goodwin, Procter & Hoar LLP regarding certain tax matters in
connection with the Reorganization; and
(vi) A vote approving this Agreement shall have been adopted
by at least a majority of the outstanding Class A, Class B and Class C shares of
the Predecessor Fund, all classes voting together, entitled to vote at a special
meeting of shareholders of the Predecessor Fund duly called for such purpose
(the "Special Meeting").
5. EXPENSES
5.1 The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
5.2 All of the 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 remaining expenses and costs of the Reorganization
and the transactions contemplated thereby shall be borne by Phoenix Investment
Partners, Ltd.
6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Trust agree that neither party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
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
Trustees, at any time prior to the Closing Date, if circumstances should develop
that, in the opinion of such Board, make proceeding with the Agreement
inadvisable. In the event of any such termination, there shall be no liability
for damages on the part of either the Successor Trust or the Predecessor Trust,
or their respective Trustees or officers, to the other party.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.
9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts
each of which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of the Predecessor
corporation hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents, or employees of the Predecessor Trust
personally, but shall bind only the trust property of the Predecessor Trust, as
provided in the charter of the Predecessor Trust. The execution and delivery by
such officers of the Predecessor Trust shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Predecessor Trust as provided in
the Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a
series company with a single series and has entered into this Agreement on
behalf of the Predecessor Fund. With respect to any obligation of the
Predecessor Trust arising hereunder, the Successor Trust and the Successor Fund
shall look for payment or satisfaction of such obligations solely to the assets
and property of the Predecessor Fund.
10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor
A-5
<PAGE>
Trust. The execution and delivery by such officers of the Successor Trust shall
not be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Successor Trust as provided in the Declaration of Trust of the Successor
Trust. The Successor Trust is a series company with a single series and has
entered into this Agreement on behalf of the Successor Fund. With respect to any
obligation of the Successor Trust arising hereunder, the Predecessor Fund and
the Predecessor Trust shall look for payment or satisfaction of such obligations
solely to the assets and property of the corresponding Successor Fund.
10.7 The sole remedy of a party hereto for a breach of any
representation or warranty made in this Agreement by the other party shall be an
election by the non-breaching party not to complete the transactions
contemplated herein.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President.
ATTEST PHOENIX-GOODWIN MULTI-SECTOR
SHORT TERM BOND FUND,
a Massachusetts business trust
Name:_________________________________ By:___________________________________
Title: Name:
Title:
ATTEST PHOENIX MULTI-SERIES TRUST,
a Delaware business trust
Name:_________________________________ By:___________________________________
Title: Name:
Title:
A-6
<PAGE>
PHOENIX-GOODWIN
MULTI-SECTOR SHORT TERM BOND FUND
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 Short Term
Bond Fund (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
TRUSTEES OF THE FUND WHICH RECOMMENDS A VOTE
"FOR" THE PROPOSAL
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSAL
1. REORGANIZATION OF FUND
To approve an Agreement and Plan of For Against Abstain
Reorganization which provides for the [ ] [ ] [ ]
reorganization of Phoenix-Goodwin
Multi-Sector Short Term Bond Fund
as a series of a new Delaware business trust
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
