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 INVESTMENT TRUST 97
(Name of Registrant as Specified in its Charter)
________________________________________________________________________________
Matthew A. Swendiman, Esq.
Phoenix Life Insurance Company
One American Row
Hartford, CT 06102-5056
(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 and the date of its
filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield, MA 01301
[LOGO] PHOENIX
INVESTMENT PARTNERS
December _, 2003
Dear Shareholder:
We are pleased to enclose the proxy statement for the January 27, 2004 special
shareholders meeting being held for the Phoenix Small Cap Value Fund (formerly,
Phoenix-Hollister Small Cap Value 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 subadvisory agreement between Phoenix
Investment Counsel, Inc., the investment advisor, and Phoenix/Zweig Advisers
LLC, the proposed subadvisor, for the Phoenix Small Cap Value Fund. Management
of Phoenix Investment Counsel, Inc. has determined to discontinue equity money
management at its Sarasota, Florida location, known as Hollister, an operating
division of Phoenix Investment Counsel, Inc. and to utilize an affiliate,
Phoenix/Zweig Advisers LLC, to perform the day-to-day portfolio management for
the Phoenix Small Cap Value Fund. The Board of Trustees believes that approval
of the proposed subadvisory agreement for the Phoenix Small Cap Value Fund is in
the best interests of shareholders.
The Board of Trustees has unanimously recommended that shareholders of the Fund
vote for the proposal. 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.
A Questions and Answers section is provided at the beginning of the Proxy
Statement to address various questions that you may have about the proposal
being considered, the voting process and the shareholder meeting generally. We
urge you to confirm the Board's recommendations by voting FOR the proposal. You
may vote by mail, telephone, via the Internet or in person.
I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED PROXY.
Sincerely,
/s/ Philip R. McLoughlin
Philip R. McLoughlin
President, Phoenix Investment Trust 97
This letter has been prepared solely for the information of existing
shareholders.
This letter is not authorized for distribution to prospective investors.
Distributed by PHOENIX EQUITY PLANNING CORPORATION, member NASD and subsidiary
of Phoenix Investment Partners, Ltd.
PHOENIX SMALL CAP VALUE FUND
(FORMERLY, PHOENIX-HOLLISTER SMALL CAP VALUE FUND)
A SERIES OF
PHOENIX INVESTMENT TRUST 97
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1-800-243-1574
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 27, 2004
--------------------
To the Shareholders:
Phoenix Investment Trust 97, a Delaware statutory trust (the "Trust"), will
hold a special meeting of shareholders of Phoenix Small Cap Value Fund
(formerly, Phoenix-Hollister Small Cap Value Fund) (the "Fund") at the offices
of Phoenix Investment Partners, Ltd., 56 Prospect Street, Hartford, Connecticut
06115-0480 on January 27, 2004 at 2:00 p.m., local time, for the following
purposes:
1. To consider and act upon a proposal to approve a Subadvisory Agreement
between Phoenix Investment Counsel, Inc. and Phoenix/Zweig Advisers LLC.
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) thereof if
you owned shares of the Fund at the close of business on December 16, 2003.
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 using the Internet using the instructions on the Proxy Card;
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 or via the Internet, using the
control number that appears on your enclosed proxy card. Use of telephone or
Internet 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 Investment Trust 97,
RICHARD J. WIRTH
Secretary
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT
We encourage you to read the attached Proxy Statement in full. However, the
following represents some typical questions that shareholders might have
regarding this proxy.
Q: WHY AM I BEING SENT THIS PROXY?
A: You are receiving this proxy because you have the right to provide
voting instructions on the important proposals concerning your
investment in the Fund.
Q: WHY AM I BEING ASKED TO APPROVE THE PROPOSED SUBADVISORY AGREEMENT?
A: Phoenix Investment Counsel, Inc., as advisor to the Fund, is now
recommending using its affiliate, Phoenix/Zweig Advisers LLC as
subadvisor to the Fund. To date, the Fund has not had a subadvisor. The
Fund is registered under the Investment Company Act of 1940, as
amended, which requires that any investment advisory agreement for a
mutual fund, including a subadvisory agreement, be approved by
shareholders. This ensures that shareholders have a say in the company
or persons that manage their fund. The material provisions of the
proposed Subadvisory Agreement are described in the Proxy Statement.
Q: WHAT ELSE AM I BEING ASKED TO APPROVE?
A: The Board of Trustees knows of no other matter to be voted on at the
Special Meeting.
Q: HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE?
A: After careful consideration, the Board of Trustees unanimously
recommends that you vote in favor of, or FOR, the proposal on the
enclosed Proxy Card.
Q: WHO IS ELIGIBLE TO VOTE?
A: Shareholders of record at the close of business on December 16, 2003
are entitled to vote at the Special Meeting or any adjournment thereof.
Each dollar of net asset value or fractional dollars of net asset value
of the Fund held by each Shareholder as of the Record Date is entitled
to one vote or a fractional vote on each matter presented at the
Special Meeting.
Q: WHOM DO I CALL FOR INFORMATION OR TO PLACE MY VOTE?
A: Please call the Fund at (800) 243-1574 for additional information.
Q: HOW DO I VOTE?
A: You can vote in one of four ways:
BY MAIL: Use the enclosed Proxy Card to record your vote, then return
the card in the postpaid envelope provided.
BY TELEPHONE: Please see the instructions on the Proxy Card.
BY INTERNET: Please see the instructions on the Proxy Card.
IN PERSON: By attending the Special Meeting and voting your shares.
Q: WHAT WILL HAPPEN IF THERE ARE NOT ENOUGH VOTES TO OBTAIN A QUORUM OR
APPROVE THE PROPOSAL?
A: It is important that shareholders vote to ensure that there is a quorum
for the Special Meeting. If a quorum is not present at the Special
Meeting, the persons named as proxies may propose one or more
adjournments of the Special Meeting to permit further solicitation of
proxies provided they determine that such an adjournment and additional
solicitation is reasonable and in the best interest of shareholders. If
we do not receive your vote after several weeks, you may be contacted
by [_____________________________] who will remind you to vote your
shares. If we don't receive sufficient votes to approve the proposal by
the date of the Special Meeting, we may adjourn the Special Meeting to
a later date so that we can seek more votes.
PHOENIX SMALL CAP VALUE FUND
(FORMERLY, PHOENIX-HOLLISTER SMALL CAP VALUE FUND)
A SERIES OF
PHOENIX INVESTMENT TRUST 97
PROXY STATEMENT
-----------------
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix Investment Trust 97 (the "Trust") of proxies
to be used at a meeting of the shareholders of Phoenix Small Cap Value Fund
(formerly, Phoenix-Hollister Small Cap Value Fund) (the "Fund") and at any
adjournment(s) thereof. The meeting will be held at the offices of Phoenix
Investment Partners, Ltd., 56 Prospect Street, Hartford, Connecticut 06115-0480
on January 27, 2004 at 2:00 p.m., local time.
The purpose of the meeting is to approve a Subadvisory Agreement between
Phoenix Investment Counsel, Inc. and Phoenix/Zweig Advisers LLC. A form of the
Subadvisory Agreement is attached hereto as Appendix A.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about December 29, 2003.
VOTING INFORMATION
Shareholders of record of the Fund at the close of business on December 16,
2003 ("Record Date") will be entitled to vote at the meeting or at any
adjournments thereof. As of the Record Date, there were issued and outstanding
________________ shares of the Fund.
Shareholders are entitled to one vote for each dollar of net asset value
held and a proportionate vote for each fractional dollar value of net asset
value held. The holders of a majority of the outstanding shares of the Fund
entitled to vote shall constitute a quorum for the meeting for the Fund, but any
lesser number shall be sufficient for adjournments. A quorum being present, the
approval of Proposal 1 requires the vote of the lesser of (i) 67% or more of the
eligible votes of the Fund present at the meeting if more than 50% of the
eligible votes of the Fund are present in person or by proxy or (ii) more than
50% of the eligible votes 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 proposals 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 any one or more of the proposals 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 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. When voting on a proposed
adjournment, the persons named as proxies will vote for the proposed adjournment
all shares that they are entitled to vote with respect to the proposal, unless
directed to vote against the proposal, in which case such shares will be voted
against the proposed adjournment with respect to the proposal.
If the meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting at which the adjournment is taken, unless a new
Record Date of the adjourned meeting is fixed. At any adjourned meeting, the
Trust 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 a proposal, the shares
will be voted in favor of such 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 Trust 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 at
any time prior to its exercise:
2
o by written notice of the proxy's revocation to the Secretary of the
Trust at the above address prior to the meeting;
o by the subsequent execution and return of another proxy prior to the
meeting;
o by submitting a subsequent telephone or Internet vote; or
o by being present and voting in person at the meeting and giving oral
notice of revocation at 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. The Trust 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 its 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 Phoenix Investment
Counsel, Inc. ___________________, a proxy solicitation firm, has been engaged
by the Trust to act as solicitor and will receive fees estimated at $________,
plus reimbursement of out-of-pocket expenses. The agreement with ____________
provides that __________ will perform various proxy solicitation services in
connection with the meeting, such as contacting shareholders and providing
information with respect to matters to be considered at the meeting.
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 December 1, 2003 with
respect to each person who owns of record or is known by the Trust to own of
record or beneficially own 5% or more of any class of the Fund:
PERCENT OF NUMBER OF
NAME OF SHAREHOLDER CLASS THE CLASS SHARES
- ------------------- ----- --------- ------
MLPF&S for the sole benefit Class B 17.24% 530,964.308
of its customers Class C 13.35% 526,846.266
Attn: Fund Administration
4800 Deer Lake Drive East, Floor 3
Jacksonville, FL 32246
3
On December 1, 2003, the Trustees and officers as a group owned
beneficially less than 1% of the outstanding shares of any class of the Fund.
A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX EQUITY
PLANNING CORPORATION, 56 PROSPECT STREET, P.O. BOX 150480, HARTFORD, CONNECTICUT
06115-0480. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING CORPORATION
TOLL-FREE AT 1-800-243-1574.
4
PROPOSAL 1
APPROVAL OF A SUBADVISORY AGREEMENT BETWEEN
PHOENIX INVESTMENT COUNSEL, INC.
AND PHOENIX/ZWEIG ADVISERS LLC
The Board of Trustees has proposed that the shareholders of the Phoenix
Small Cap Value Fund approve the Subadvisory Agreement between Phoenix
Investment Counsel, Inc. and Phoenix/Zweig Advisers LLC. The form of Subadvisory
Agreement is attached to this proxy statement as Appendix A and is described in
detail in this proxy statement.
Phoenix Investment Counsel, Inc. ("PIC") serves as the investment advisor
to the Fund pursuant to an Investment Advisory Agreement. To date, the Fund has
not had a subadvisor. PIC has recommended to the Board of Trustees that
Phoenix/Zweig Advisers LLC ("PZA") be retained as subadvisor to provide the
day-to-day management of the Fund. Mr. Carlton Neel and Mr. David Dickerson,
officers of PIC and PZA, are currently the portfolio managers of the Fund.
Consistent with other consolidation efforts, PIC discontinued equity money
management at its operating division known as Hollister, the division of PIC
that formerly provided portfolio management services to the Fund. Management of
PIC believes that the Fund could be managed effectively and more economically by
PZA.
INFORMATION ABOUT PIC
PIC, located at 56 Prospect Street, Hartford, Connecticut 06115-0480, acts
as the investment adviser for 13 fund companies totaling 39 mutual funds and as
adviser to institutional clients. All of the outstanding shares of PIC are owned
by Phoenix Equity Planning Corporation ("Equity Planning"). All of the
outstanding shares of Equity Planning are owned by Phoenix Investment Partners,
Ltd. ("PXP"). PXP is an indirect wholly-owned subsidiary of The Phoenix
Companies, Inc. of Hartford, Connecticut.
The following chart lists the principal executive officers and directors of
PIC and their principal occupations:
NAME POSITION WITH PIC AND PRINCIPAL OCCUPATION [BIO INFO TO COME]
- ---- ------------------------------------------
Daniel T. Geraci Director and President, Equities of PIC
Michael E. Haylon Director and President, Fixed Income of PIC
Coleman D. Ross Director
James D. Wehr Senior Vice President, Fixed Income
John H. Beers Vice President and Clerk
Glenn H. Pease Vice President, Finance and Treasurer
5
NAME POSITION WITH PIC AND PRINCIPAL OCCUPATION [BIO INFO TO COME]
- ---- -----------------------------------------
David Dickerson Senior Vice President
Carlton Neel Senior Vice President
INFORMATION ABOUT PZA
PZA, located at 900 Third Avenue, New York, NY 10022, has been managing
mutual funds since 1989. As of June 30, 2003,PZA was managing three mutual funds
with net assets of approximately $357 million and acting as adviser to two
closed-end funds with $933 million in assets. PZA is a wholly-owned subsidiary
of PXP.
The following chart lists the principal executive officers of PZA and their
principal occupations:
NAME POSITION WITH PZA AND PRINCIPAL OCCUPATION [BIO INFO TO COME]
- ---- ------------------------------------------
Daniel T. Geraci President of PZA
David L. Albrycht Senior Vice President of PZA
Steven L. Colton Senior Vice President of PZA
David Dickerson Senior Vice President of PZA
Carlton Neel Senior Vice President of PZA
Julie L. Sapia Senior Vice President of PZA
Dong H. Zhang Senior Vice President of PZA
John H. Beers Vice President and Secretary of PZA
Glenn H. Pease Vice President, Finance and Treasurer of PZA
INFORMATION ABOUT PROPOSED SUBADVISORY AGREEMENT
The Subadvisory Agreement provides, among other things, that PIC retain PZA
(also referred to herein as "Subadvisor") to furnish portfolio management
services to the Fund. Under the Subadvisory Agreement, PZA will manage the
investment and reinvestment of the Fund's assets including providing an
investment program for the Fund consistent with its investment objectives,
policies and restrictions based on the development, review and adjustment of buy
and sell strategies approved by the Board of Trustees and PIC. All services
under the Subadvisory Agreement must be provided in accordance with the Trust's
Declaration of Trust, as amended, and any policies adopted by the Trustees. PZA
has agreed to use its best professional judgment to make investment decisions
for the Fund in accordance with the terms of the Subadvisory Agreement.
PZA, under the Subadvisory Agreement, will have full authority at all times
with respect to the management of the Fund, including, but not limited to,
authority to give written or oral instructions to various broker/dealers,
6
banks or other agents; to bind and obligate the Fund to and for the carrying out
of contracts, arrangements, or transactions which will be entered into by PZA on
the Fund's behalf with or through such broker/dealers, banks or other agents; to
direct the purchase and sale of any securities; and generally to do and take all
action necessary in connection with the Fund, or considered desirable by PZA.
Under the Subadvisory Agreement, PZA will have the authority and discretion to
select brokers and dealers to execute Fund transactions initiated by it and to
select the markets on or in which the transactions will be executed.
In placing orders for the sale and purchase of Fund securities for the
Fund, PZA's primary responsibility is to seek the best execution of orders at
the most favorable prices. However, this responsibility does not obligate PZA to
solicit competitive bids for each transaction or to seek the lowest available
commission cost to the Fund, so long as it reasonably believes that the broker
or dealer selected by it can be expected to obtain "best execution" on the
particular transaction and determines in good faith that the commission cost is
reasonable in relation to the value of the brokerage and research services (as
defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by
such broker or dealer to PZA, viewed in terms of either that particular
transaction or of PZA's overall responsibilities with respect to its clients,
including the Fund, as to which PZA exercises investment discretion,
notwithstanding that the Fund may not be the direct or exclusive beneficiary of
any such services or that another broker may be willing to charge the Fund a
lower commission on the particular transaction.
Subject to the discussion above, PIC has the right to require that
transactions giving rise to brokerage commissions, in an amount to be agreed
upon by PIC and PZA, will be executed by brokers and dealers that provide
brokerage or research services to the Fund or that will be of value to the Fund
in the management of its assets, which services and relationship may, but need
not, be of direct or exclusive benefit to the Fund. In addition, subject to the
above and to applicable law, the Fund will have the right to request that
transactions be executed by brokers and dealers by or through whom sales of
shares of the Fund are made.
As compensation for its services under the Subadvisory Agreement, PIC will
pay PZA subadvisory fees, payable in arrears, at the following annual rates:
.10% on the first $166 million of average net assets, and
.40% on the next average net assets in excess of $166 million.
The advisory fees paid to PIC, as advisor, by the Fund remain unchanged.
7
In the absence of willful misfeasance, bad faith or gross negligence in the
performance of its duties under the Subadvisory Agreement, PZA will not be
liable for errors or losses related to its subadvisory services to the Fund.
If approved by shareholders, the Subadvisory Agreement will become
effective on January 1, 2004 and will remain in effect until December 31, 2005,
at which time it may be renewed by a vote of the Board of Trustees of the Fund.
The Subadvisory Agreement may be terminated by either party immediately in the
event of breach of the Subadvisory Agreement or otherwise upon sixty (60) days
written notice to the other party.
TRUSTEES' CONSIDERATIONS
The Trust's procedures and the Investment Company Act of 1940 require
annual review and approval of principal contracts, including investment advisory
agreements and subadvisory agreements in the management of the Trust.
Under Section 36(b) of the Investment Company Act of 1940, an investment
advisor or subadvisor has the fiduciary duty to mutual fund shareholders with
respect to compensation received by it for services rendered. An investment
advisor or subadvisor is not permitted to charge fees deemed to be excessive.
Under Section 15(c) of that Act, the trustees of a fund are charged with
requesting and evaluating such information as may reasonably be necessary to
evaluate the terms of an advisory agreement, including fees.
On November 19, 2003, the Trustees of the Trust, including the Trustees who
are not interested persons of the Trust, PIC or PZA (the "Independent
Trustees"), having requested and evaluated such information as is believed to be
reasonably necessary to evaluate the terms, including compensation, of the
proposed Subadvisory Agreement between PIC and PZA, unanimously voted to approve
the proposed Subadvisory Agreement, subject to shareholder approval.
In reaching this conclusion, the Trustees obtained such information as it
deemed reasonably necessary to PZA as subadvisor to the Fund. In evaluating the
terms of the agreement, the Trustees considered that PZA can manage the Fund
effectively and economically and that PZA possesses managers that have relevant
experience, investment capabilities and strong performance history.
In reviewing and approving the proposed Subadvisory Agreement, the Trustees
primarily considered, with respect to the Fund, the nature and quality of the
services provided under the Agreement and the overall fairness of the
Subadvisory Agreement to the Fund. A report from PZA that addressed specific
factors designed to inform the Trustees' consideration on these and other issues
was supplied to Trustees members in advance of the Agreement review meeting and
was reviewed with them at that meeting.
8
With respect to the nature and quality of the services provided, the
Trustees reviewed information comparing the performance of a similar mutual fund
managed by PZA with a peer group of funds and a relevant market index, PZA's
allocation of brokerage commissions, including any allocations to affiliates,
the subadvisor's record of compliance with its investment policies and
restrictions on personal securities transactions. The Trustees also reviewed
data relating to the quality of brokerage execution received by similar funds
managed by PZA, including the subadvisor's use of brokers or dealers in fund
transactions that provided research and other services to the subadviser and the
benefits derived by these funds from such services.
With respect to the overall fairness of the proposed Subadvisory Agreement,
the Trustees considered information relating to the proposed fee structure,
including a comparative analysis of proposed management fees, total expenses and
12b-1 fees with its respective peer group.
The Trustees did not identify any particular information that was
all-important or controlling. Based on the Trustees' deliberation and its
evaluation of the information described above, the Trustees, including all of
the Independent Trustees, unanimously approved the proposed Subadvisory
Agreement, subject to shareholder approval. It concluded that the compensations
under the proposed Subadvisory Agreement is fair and reasonable in light of such
services and expenses and such other matters as the Trustees have considered to
be relevant in the exercise of their reasonable judgment.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS
APPROVE THE SUBADVISORY AGREEMENT
BROKERAGE INFORMATION
In the fiscal year ended August 31, 2003, the Trust paid brokerage
commissions of $3,501,324 to PXP Securities Corp., an affiliate of Equity
Planning. For the fiscal year ended August 31, 2003, the amount paid to PXP
Securities Corp. was 4.57% of the total brokerage commissions paid by the Trust
and was paid on transactions amounting to 4.40% of the aggregate dollar amount
of transactions involving the payment of commissions.
UNDERWRITER AND FINANCIAL AGENT
Equity Planning, 56 Prospect Street, P.O. Box 150480, Hartford, Connecticut
06115-0480, serves as the Trust's underwriter and as the Trust's financial
agent/administrator.
OTHER BUSINESS
The Board of Trustees of the Trust knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
9
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 its shareholders.
The Trust does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Trustees of
the Trust 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 desiring to submit proposals for this Special Meeting must submit
them in writing to the Secretary of the Trust no later than 30 days prior to the
Special Meeting. Any shareholder desiring to submit a proposal less than 30 days
prior to the Special Meeting may do so orally at the Special Meeting. Proxies
will be authorized to exercise their discretion to vote "AGAINST" any
shareholder proposals that are raised at this Special Meeting, if management of
the Trust or PIC objects to such proposal(s). Shareholders wishing to submit
proposals for inclusion in a proxy statement for a subsequent shareholders
meeting should send their written proposals to the Secretary of the Trust at 101
Munson Street, Greenfield, Massachusetts 01301. Shareholder proposals must be
received in a reasonable time prior to the date of a meeting of shareholders to
be considered for inclusion in the proxy materials for a meeting. Timely
submission of a proposal does not, however, necessarily mean that the proposal
will be included.
10
APPENDIX A
PHOENIX INVESTMENT TRUST 97
SUBADVISORY AGREEMENT
Phoenix/Zweig Advisers LLC
900 Third Avenue
New York, New York 10022
WHEREAS, Phoenix Investment Trust 97 (the "Trust") is an open-end
investment company registered under the Investment Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder;
WHEREAS, the shares of the Trust are offered or may be offered in several
series, including Phoenix Small Cap Value Fund (the "Fund");
WHEREAS, Phoenix Investment Counsel, Inc. (the "Advisor") evaluates and
recommends series advisors for the Fund and is responsible for the day-to-day
management of the Fund; and
WHEREAS, the Advisor desires to retain Phoenix/Zweig Advisers, LLC (the
"Subadviser") to furnish portfolio management services for the Fund, and the
Subadviser is willing to furnish such services.
NOW, THEREFORE, the Advisor and the Subadviser agree as follows:
1. Employment as a Subadviser. The Advisor, being duly authorized, hereby
employs the Subadviser to invest and reinvest the assets of the Fund on
the terms and conditions set forth herein. The services of the
Subadviser hereunder are not to be deemed exclusive. The Subadviser may
render services to others and engage in other activities that do not
conflict in any material manner with the Subadviser's performance
hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser
accepts its employment as a Subadviser to the Advisor and agrees to use
its best professional judgment to make investment decisions for the
Fund in accordance with the provisions of this Agreement.
3. Services of Subadviser.
(a) The Subadviser shall provide the services set forth herein and in
Schedule A attached hereto and made a part hereof. In providing
management services to the Fund, the Subadviser shall be subject
to the investment objectives, policies and restrictions of
the Fund as they apply to the Fund and as set forth in the Fund's
then current Prospectus and Statement of Additional Information
(as the same may be modified from time to time), and to the Fund's
Agreement and Declaration of Trust, to the investment and other
restrictions set forth in the Act, the Securities Act of 1933, as
amended, the provisions of the Internal Revenue Code ("IRC")
applicable to regulated investment companies, and to the
supervision and direction of the Advisor, who in turn is subject
to the supervision and direction of the Board of Trustees of the
Fund. The Subadviser shall not, without the Advisor's prior
approval, effect any transactions that would cause the Fund at the
time of the transaction to be out of compliance with any of such
restrictions or policies. The Subadviser will keep the Fund and
the Advisor informed of developments materially affecting the
Fund, and will, on its own initiative, furnish the Fund and the
Advisor from time to time with whatever information the
Sub-Advisor believes is appropriate for this purpose.
(b) Subject at all times to the limitations set forth in subparagraph
3(a) above, the Subadviser shall have full authority at all times
with respect to the management of the Fund, including, but not
limited to, authority to give written or oral instructions to
various broker/dealers, banks or other agents; to bind and
obligate the Fund to and for the carrying out of contracts,
arrangements, or transactions which shall be entered into by the
Subadviser on the Fund's behalf with or through such
broker/dealers, banks or other agents; to direct the purchase and
sale of any securities; and generally to do and take all action
necessary in connection with the Fund, or considered desirable by
the Subadviser with respect thereto. The Subadviser may maintain
uninvested cash balances in the Fund as it shall deem reasonable
without incurring any liability for the payment of interest
thereon.
4. Expenses. The Subadviser shall furnish the following at its own expense:
(a) Office facilities, including office space, furniture and equipment
utilized by its employees, in the fulfillment of Subadviser's
responsibilities hereunder;
(b) Personnel necessary to perform the functions required to manage
the investment and reinvestment of the Fund's assets (including
those required for research, statistical and investment work), and
to fulfill the other functions of the Subadviser hereunder;
A-2
(c) Personnel to serve without salaries from the Fund as officers or
agents of the Fund. The Subadviser need not provide personnel to
perform, or pay the expenses of the Advisor or Fund for services
customarily performed for an open-end management investment
company by its national distributor, custodian, financial agent,
transfer agent, auditors and legal counsel; and
(d) Compensation and expenses, if any, of the trustees who are also
full-time employees of the Subadviser.
5. Transaction Procedures. All transactions for the Fund will be
consummated by payment to, or delivery by, the Custodian(s) from time
to time designated by the Fund (the "Custodian"), or such depositories
or agents as may be designated by the Custodian pursuant to its
agreement with the Fund (the "Custodian Agreement"), of all cash and/or
securities due to or from the Fund. The Subadviser shall not have
possession or custody of such cash and/or securities or any
responsibility or liability with respect to such custody. The
Subadviser shall advise the Custodian and confirm in writing or by
confirmed electronic transmission to the Fund all investment orders for
the Fund placed by it with brokers and dealers at the time and in the
manner set forth in the Custodian Agreement and in Schedule B hereto
(as amended from time to time). The Fund shall issue to the Custodian
such instructions as may be appropriate in connection with the
settlement of any transaction initiated by the Subadviser. The Fund
shall be responsible for all custodial arrangements and the payment of
all custodial charges and fees, and, upon giving proper instructions to
the Custodian, the Subadviser shall have no responsibility or liability
with respect to custodial arrangements or the acts, omissions or other
conduct of the Custodian.
6. Allocation of Brokerage. The Subadviser shall have authority and
discretion to select brokers and dealers to execute Fund transactions
initiated by the Subadviser, and to select the markets on or in which
the transactions will be executed.
A. In placing orders for the sale and purchase of Fund securities for
the Fund, the Subadviser's primary responsibility shall be to seek
the best execution of orders at the most favorable prices.
However, this responsibility shall not obligate the Subadviser to
solicit competitive bids for each transaction or to seek the
lowest available commission cost to the Fund, so long as the
Subadviser reasonably believes that the broker or dealer selected
by it can be expected to obtain "best execution" on the particular
transaction and determines in good faith that the commission
A-3
cost is reasonable in relation to the value of the brokerage and
research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer
to the Subadviser, viewed in terms of either that particular
transaction or of the Subadviser's overall responsibilities with
respect to its clients, including the Fund, as to which the
Subadviser exercises investment discretion, notwithstanding that
the Fund may not be the direct or exclusive beneficiary of any
such services or that another broker may be willing to charge the
Fund a lower commission on the particular transaction.
B. Subject to the requirements of paragraph A above, the Advisor
shall have the right to require that transactions giving rise to
brokerage commissions, in an amount to be agreed upon by the
Advisor and the Subadviser, shall be executed by brokers and
dealers that provide brokerage or research services to the Fund or
that will be of value to the Fund in the management of its assets,
which services and relationship may, but need not, be of direct or
exclusive benefit to the Fund. In addition, subject to paragraph A
above, the applicable Conduct Rules of the National Association of
Securities Dealers, Inc. and other applicable law, the Fund shall
have the right to request that transactions be executed by brokers
and dealers by or through whom sales of shares of the Fund are
made.
7. Fees for Services. The compensation of the Subadviser for its services
under this Agreement shall be calculated and paid by the Advisor in
accordance with the attached Schedule C. Pursuant to the Investment
Advisory Agreement between the Fund and the Advisor, the Advisor is
solely responsible for the payment of fees to the Subadviser.
8. Limitation of Liability. The Subadviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its best
professional judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement, or in accordance with specific directions or
instructions from the Fund, provided, however, that such acts or
omissions shall not have constituted a breach of the investment
objectives, policies and restrictions applicable to the Fund and that
such acts or omissions shall not have resulted from the Subadviser's
willful misfeasance, bad faith or gross negligence, a violation of the
standard of care established by and applicable to the Subadviser in its
actions under this Agreement or a breach of its duty or of its
obligations hereunder (provided, however, that the foregoing shall
A-4
not be construed to protect the Subadviser from liability under the
Act, other federal or state securities laws or common law).
9. Confidentiality. Subject to the duty of the Subadviser to comply with
applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Fund and the actions of
the Subadviser and the Fund in respect thereof.
10. Assignment. This Agreement shall terminate automatically in the event
of its assignment, as that term is defined in Section 2(a)(4) of the
Act.
11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:
A. It is registered as an "investment adviser" under the Investment
Advisers Act of 1940, as amended ("Advisers Act").
B. It will maintain, in the form and for the period required by Rule
31a-2 under the Act, the records and information required by the
relevant portion of subparagraph (b) (1) and subparagraphs (b)(5),
(b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the
Act respecting its activities with respect to the Fund, and such
other records with respect thereto relating to the services the
Subadviser provides under this Agreement as may be required in the
future by applicable rules. The records maintained by the
Subadviser hereunder shall be the property of the Fund and
surrendered promptly upon request.
C. It has a written code of ethics complying with the requirements
of Rule 17j-l under the Act and will provide the Advisor with a
copy of the code of ethics and evidence of its adoption.
Subadviser acknowledges receipt of the written code of ethics
adopted by and on behalf of the Fund (the "Code of Ethics"). The
Subadviser will not be subject to the Code of Ethics of the Fund
as long as its code of ethics complies with the applicable
regulatory requirements and its code of ethics is approved by the
Board of Trustees of the Trust. Within 10 days of the end of each
calendar quarter while this Agreement is in effect, a duly
authorized compliance officer of the Subadviser shall certify to
the Fund and to the Advisor that the Subadviser has complied with
the requirements of Rule 17j-l during the previous calendar
quarter and that there has been no violation of its code of
ethics, or if such a violation has occurred, that appropriate
action was taken in response to such violation. The Subadviser
shall permit the Fund and Advisor to examine the reports required
to be
A-5
made by the Subadviser under Rule 17j-l(c)(1) and this
subparagraph.
D. It will use all necessary efforts to manage the Fund so that the
Fund will qualify as a regulated investment company under
Subchapter M of the IRC and the rules and regulations adopted
under such provision.
E. It will furnish the Advisor a copy of its Form ADV as filed with
the Securities and Exchange Commission.
F. It will be responsible for the preparation and filing of Schedule
13G and Form 13F on behalf of the Fund in accordance with the
requirements thereunder.
G. It will notify the Advisor of any changes in the membership of its
general partners within a reasonable time after such change.
H. Reference is hereby made to the Declaration of Trust establishing
the Trust, to the Trust's Certificate of Trust, which is on file
with the Office of the Secretary of the State of Delaware and
elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter so filed with the Secretary of the
State for the State of Delaware and elsewhere as required by law.
I. The name Phoenix Investment Trust 97 refers to the Trustees under
said Declaration of Trust, as Trustees and not personally, and no
Trustee, shareholder, officer, agent or employee of the Trust
shall be held to any personal liability in connection with the
affairs of the Trust; only the Trust estate under said Declaration
of Trust is liable. Without limiting the generality of the
foregoing, neither the Subadviser nor any of its officers,
directors, partners, shareholders or employees shall, under any
circumstances, have recourse or cause or willingly permit recourse
to be had directly or indirectly to any personal, statutory, or
other liability of any shareholder, Trustee, officer, agent or
employee of the Fund or of any successor of the Fund, whether such
liability now exists or is hereafter incurred for claims against
the trust estate.
12. Representations, Warranties and Agreements of the Advisor. The Advisor
represents, warrants and agrees that:
A. It has the power and has taken all necessary action, and has
obtained all necessary licenses, authorizations and approvals, to
execute this Agreement, which constitutes its legal, valid and
binding obligation, enforceable in accordance with its terms.
A-6
B. It is registered as an "investment adviser" under the Advisers
Act.
C. It will deliver to the Subadviser true and complete copies of the
Prospectus, Statement of Additional Information, and such other
documents or instruments governing the investments and investment
policies and practices of the Fund, and during the term of this
Agreement will promptly deliver to the Subadviser true and
complete copies of all documents and instruments supplementing,
amending, or otherwise becoming such Fund Documents before or at
the time they become effective.
D. It will furnish or otherwise make available to the Subadviser such
other information relating to the business affairs of the Fund as
the Subadviser at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
13. Reports. The Subadviser shall provide the Advisor such periodic and
special reports as the Advisor may reasonably request. The Subadviser
agrees that such records are the property of the Fund, and shall be
made reasonably available for inspections, and by the Fund or to the
Advisor as agent of the Fund, and promptly upon request surrendered to
either. The Subadviser is authorized to supply the Fund's independent
accountants, PricewaterhouseCoopers LLP, or any successor accountant
for the Fund, any information that they may request in connection with
the Fund.
14. Proxies. Unless the Advisor or the Fund gives the Subadviser written
instructions to the contrary, Subadviser will vote, and shall comply
with the Fund's proxy voting procedures then in effect, to vote or
abstain from voting, all proxies solicited by or with respect to the
issuers of securities in which assets of the Fund may be invested. The
Advisor shall cause the Custodian to forward promptly to Subadviser all
proxies upon receipt, so as to afford Subadviser a reasonable amount of
time in which to determine how to vote such proxies. Subadviser agrees
to provide the Advisor with quarterly proxy voting reports in such form
as the Advisor may request from time to time.
15. Recordkeeping. The Subadviser will assist the recordkeeping agent for
the Fund in determining or confirming the value of any securities or
other assets in the Fund for which the recordkeeping agent seeks
assistance from or identifies for review by the Advisor. The parties
agree that, consistent with applicable law, the Advisor will not bear
responsibility for the determination of value of any such securities or
other assets.
A-7
16. Amendment. This Agreement may be amended at any time, but only by
written agreement between the Subadviser and the Advisor, which
amendment, other than amendments to Schedules A and B, is subject to
the approval of the Trustees and the Shareholders of the Fund as and to
the extent required by the Act.
17. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and
effect until December 31, 2005, and thereafter only so long as its
continuance has been specifically approved at least annually by the
Trustees in accordance with Section 15(a) of the Act, and by the
majority vote of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.
18. Notices. Except as otherwise provided in this Agreement, all notices or
other communications required or permitted to be given hereunder shall
be in writing and shall be delivered or sent by confirmed facsimile or
by pre-paid first class letter post or overnight courier to the
following addresses or to such other address as the relevant addressee
shall hereafter notify for such purpose to the others by notice in
writing and shall be deemed to have been given at the time of delivery.
If to the Advisor: PHOENIX INVESTMENT COUNSEL, INC.
56 Prospect Street
Hartford, Connecticut 06115-0480
Attention: Mr. Dan Geraci
If to the Subadviser, at the address noted above.
19. Termination. This Agreement may be terminated by either party, without
penalty, immediately upon written notice to the other party in the
event of a breach of any provision thereof by the party so notified, or
otherwise, upon sixty (60) days' written notice to the other party, but
any such termination shall not affect the status, obligations or
liabilities of either party hereto to the other party.
20. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the State of Connecticut.
21. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the
remainder of this Agreement shall not be affected thereby, and each
A-8
and every term and condition of this Agreement shall be valid and
enforced to the fullest extent permitted by law.
IN WITNESS WHEREOF, the undersigned have hereunto set their respective hands and
seals as of this ___ day of ________, 200__.
PHOENIX INVESTMENT COUNSEL, INC.
By: _______________________
Title:
PHOENIX/ZWEIG ADVISERS LLC
By: _______________________
Title:
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
A-9
SCHEDULE A
----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Fund
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Fund consistent with its investment
objectives based upon the development, review and adjustment of
buy/sell strategies approved from time to time by the Board of Trustees
and Advisor;
(b) Implementation of the investment program for the Fund based upon the
foregoing criteria;
(c) Annual reports, in form and substance acceptable to the Advisor and
Subadviser, with respect to foreign custody as governed by Rule 17f-7
under the Act.
(d) Quarterly reports, in form and substance acceptable to the Advisor,
with respect to: i) compliance with the Subadviser's code of ethics;
ii) compliance with procedures adopted from time to time by the
Trustees of the Fund relative to securities eligible for resale under
Rule 144A under the Securities Act of 1933, as amended; iii)
diversification of Fund assets in accordance with the then prevailing
prospectus and statement of additional information pertaining to the
Fund and governing laws; iv) compliance with governing restrictions
relating to the fair valuation of securities for which market
quotations are not readily available or considered "illiquid" for the
purposes of complying with the Fund limitation on acquisition of
illiquid securities; v) cross transactions conducted pursuant to Rule
17a-7 under the Act; vi) proxy voting reports; vii) any and all other
reports reasonably requested in accordance with or described in this
Agreement; and, viii) the implementation of the Fund investment
program, including, without limitation, analysis of Fund performance;
(e) Attendance by appropriate representatives of the Subadviser at meetings
requested by the Advisor or Trustees at such time(s) and location(s) as
reasonably requested by the Advisor or Trustees; and
(f) Participation, overall assistance and support in marketing the Fund,
including, without limitation, meetings with pension fund
representatives, broker/dealers who have a sales agreement with Phoenix
Equity Planning Corporation, and other parties requested by the
Advisor.
A-10
(g) This Schedule A is subject to amendment from time to time to require
additional reports as contemplated by Paragraph 13 of this Agreement.
A-11
SCHEDULE B
----------
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow
of information to be supplied to State Street Bank & Trust Company (the
"Custodian"), the custodian for the Fund.
The Subadviser must furnish the Custodian with daily information as to
executed trades, or, if no trades are executed, with a report to that effect, no
later than 8:30 p.m. (Eastern time) on the day of the trade. The deadline for
semi-annual and annual financial reporting days is 5 p.m. The necessary
information can be sent via facsimile machine to the Custodian. Information
provided to the Custodian shall include the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Fund, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Fund. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report. This
will normally be done by confirmed facsimile or confirmed electronic
transmission so that the Subadviser will know the amount available for
investment purposes.
A-12
SCHEDULE C
----------
SUBADVISORY FEE
For services provided to the Fund pursuant to paragraph 3 hereof, the
Advisor will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the following annual rates:
0.10% on the first $166 million of average net assets; and
0.40% on next average net assets in excess of $166 million.
The fees shall be prorated for any month during which this agreement is in
effect for only a portion of the month. In computing the fee to be paid to the
Subadviser, the net asset value of the Fund shall be valued as set forth in the
then current registration statement of the Fund.
A-13
PHOENIX INVESTMENT TRUST 97
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
January 26, 2004
PHOENIX SMALL CAP VALUE FUND
PROXY
The undersigned shareholder of Phoenix Small Cap Value Fund (the "Fund"), a
series of Phoenix Investment Trust 97 (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Richard J. Wirth, 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 January 26, 2004 at the
offices of Phoenix Investment Partners, Ltd., 56 Prospect Street, Hartford,
Connecticut 06115-0480, 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 revoked.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope. 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" the Proposal. If no
direction is made for the Proposal, this proxy will be voted "FOR" any Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" THE PROPOSAL
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
FOR AGAINST ABSTAIN
1. To approve a Subadvisory Agreement between
Phoenix Investment Counsel, Inc. and
Phoenix/Zweig Advisers LLC [ ] [ ] [ ]
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
_____________________________________________________________________
_____________________________________________________________________
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date