PHOENIX-SENECA FUNDS
Supplement dated July 9, 1999 to
Statement of Additional Information dated January 28, 1999
The disclosure contained in the Statement of Additional Information dated
January 28, 1999 is hereby supplemented as described below.
Page 19, under the heading "The Distributor", in the first paragraph after the
table, insert the following after the first sentence: "This sales commission
will not be paid to dealers for sales of Class B or Class C Shares purchased by
401(k) participants of the Merrill Lynch Daily K Plan due to a waiver of the
CDSC for these Plan participants' purchases."
Page 19, under the heading "The Distributor," in the second paragraph after the
table, insert the following after the first sentence: "Such fees are in addition
to the sales commissions referenced above and may be based upon the amount of
sales of fund shares by a dealer; the provision of assistance in marketing of
fund shares; access to sales personnel and information dissemination services;
provision of recordkeeping and administrative services to qualified employee
benefit plans; and other criteria as established by the Distributor."
Page 20, under the heading "The Distributor," in the first partial paragraph,
insert the following prior to the last sentence: "From its own resources, the
Distributor intends to pay the following additional compensation to Merrill
Lynch, Pierce, Fenner & Smith, Incorporated: 0.25% on sales of Class A and B
Shares, 0.10% on sales of Class C Shares, 0.10% on sales of Class A shares sold
at net asset value, and 0.10% annually on the average daily net asset value of
fund shares on which Merrill Lynch is broker of record and which such shares
exceed the amount of assets on which Merrill Lynch is broker of record as of
July 1, 1999." Also, insert as the last sentence of said paragraph: "Equity
Planning reserves the right to discontinue or alter such fee payment plans at
any time."
Page 24, under the subheading "Qualified Purchasers," renumber as (20) the
current category (19), and insert a new category (19) as follows: "(19) 401(k)
participants in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at
least $3 million in assets or 500 or more eligible employees;". Renumber as
(20) all references to the former category (19). Also, renumber as (21) the
current category (20).
Page 24, under the subheading "Class B and C Shares--How to Obtain Reduced
Deferred Sales Charges," insert a new category (e) as follows and rename the
categories following the insert as (f), (g) and (h): "(e) from the Merrill Lynch
Daily K Plan ("Plan") invested in Class B Shares, on which such shares the
Distributor has not paid the dealer the Class B sales commission;".
Page 27, prior to the section "Dividends, Distributions and Taxes," insert a new
section as follows:
TAX SHELTERED RETIREMENT PLANS
Shares of the Trust are offered in connection with the
following qualified prototype retirement plans: IRA, Rollover IRA,
SEP-IRA, SIMPLE IRA, Roth IRA, 401(k), Profit-Sharing, Money Purchase
Pension Plans and 403(b) Retirement Plans. Write or call Equity
Planning at (800) 243-4361 for further information about the plans.
MERRILL LYNCH DAILY K PLAN
Class A Shares of a Fund are made available to Merrill Lynch
Daily K Plan (the "Plan") participants at NAV without an initial sales
charge if:
(i) the Plan is recordkept on a daily valuation basis by Merrill
Lynch and, on the date the Plan Sponsor signs the Merrill
Lynch Recordkeeping Service Agreement, the Plan has $3 million
or
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more in assets invested in broker/dealer funds not advised
or managed by Merrill Lynch Asset Management L.P. ("MLAM")
that are made available pursuant to a Service Agreement
between Merrill Lynch and the fund's principal underwriter or
distributor and in funds advised or managed by MLAM
(collectively, the "Applicable Investments");
(ii) The Plan is recordkept on a daily valuation basis by an
independent recordkeeper whose services are provided through a
contract or alliance arrangement with Merrill Lynch, and, on
the date the Plan Sponsor signs the Merrill Lynch
Recordkeeping Service Agreement, the Plan has $3 million or
more in assets, excluding money market funds, invested in
Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by
a Merrill Lynch plan conversion manager, on the date the Plan
Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement.
Alternatively, Class B Shares of a Fund are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the
requirements for eligibility set for in (i) through (iii) above but
either does not meet the $3 million asset threshold or does not have
500 or more eligible employees.
Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently
investing in Class B Shares of a Fund convert to Class A Shares once
the Plan has reached $5 million invested in Applicable Investments, or
after the normal holding period of seven years from the initial date of
purchase.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE STATEMENT OF ADDITIONAL
INFORMATION FOR FUTURE REFERENCE.
PXP 2069B/ML (7/99)
