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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2)
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [sec] 240.14a-11(c) or [sec]
240.14a-12
PHOENIX-SENECA FUNDS
(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-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
------------------------
Notice of Special Meeting of Shareholders
May 19, 1999
------------------------
To the Shareholders:
A Special Meeting of Shareholders of Phoenix-Seneca Funds (the "Trust")
will be held in the offices of the Trust, 909 Montgomery Street, Suite 500, San
Francisco, California, on Wednesday, May 19, 1999 at 10:00 a.m. for the
following purposes:
(1) To elect eight Trustees to serve until the next meeting of
shareholders at which trustees are elected;
(2) To ratify or reject the selection of PricewaterhouseCoopers LLP,
independent accountants, to audit financial statements of the Trust;
and
(3) To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
The Board of Trustees has fixed March 26, 1999 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
Whether or not you plan to attend the meeting in person, please vote your
shares by completing, dating and signing the enclosed proxy and returning it
promptly in the postage paid return envelope enclosed for your use. Prompt
return of proxies by shareholders will save the Trust and shareholders the costs
associated with further solicitation.
By Order of the Board of Trustees,
THOMAS N. STEENBURG,
Secretary
San Francisco, California
April 6, 1999
<PAGE>
PHOENIX-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
------------------------
PROXY STATEMENT
A Special Meeting of Shareholders
to be Held on May 19, 1999
------------------------
The enclosed proxy is solicited by the Board of Trustees of Phoenix-Seneca
Funds (the "Trust") for use at the Special Meeting of Shareholders to be held on
Wednesday, May 19, 1999, and at any adjournment thereof. Shareholders of record
at the close of business on March 26, 1999 ("Shareholders") are entitled to
notice of and to vote at the meeting or any adjourned session. Each Shareholder
will be entitled to one vote for each dollar of net asset value of shares held
as of the Record Date and a proportional fractional vote for each fractional
dollar value.
All Shares will be voted in accordance with the specifications on duly
executed proxies for such Shares. If a duly executed proxy does not specify a
choice between approval or disapproval of, or abstention with respect to, any
proposal, the Shares represented by the proxy will be voted in favor of the
proposal. Any Shareholder executing a proxy has the power to revoke it at any
time before it is exercised by executing and submitting to the Trust a
later-dated proxy or written notice of revocation or by attending the meeting
and voting in person.
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed by the Trust for their reasonable
expenses in sending proxy material to beneficial owners of Trust shares. The
cost of solicitation of proxies will be borne by the Trust.
In the event that insufficient votes in favor of any of the items set forth
in the attached Notice of the meeting are received by the time scheduled for the
meeting, the meeting may be held for the purposes of voting on those proposals
for which sufficient votes have been received and the persons named as proxies
may propose one or more adjournments of the meeting for a period or periods of
not more than sixty days in the aggregate to permit further solicitation of
proxies with respect to any proposals for which sufficient votes have not been
received. Any such adjournment will require the affirmative vote of a majority
of the votes cast on the question in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of such
<PAGE>
adjournment those proxies which they are entitled to vote in favor of such
proposals. They will vote against such adjournment those proxies required to be
voted against any such proposal.
If a Shareholder abstains from voting as to any matter, then the Shares
held by such Shareholder shall be deemed present at the meeting for purposes of
determining a quorum, but shall not be included for purposes of calculating the
vote with respect to such matter, and shall not be deemed to have been voted in
favor of such matter. If a broker returns a "non-vote" proxy, indicating a lack
of authority to vote on such matter, then the Shares covered by such non-vote
proxy shall be deemed present at the meeting for all purposes except for the
purposes of calculating the vote with respect to such matter.
As used in this Proxy Statement, the term "interested person" has the
meaning provided therefore in the Investment Company Act of 1940 (the "1940
Act").
The following table shows, as of March 26, 1999 (the "Record Date") the
number of whole shares of each Fund and Class of the Trust outstanding, and the
whole votes represented by such shares as of the Record Date:
<TABLE>
<CAPTION>
Shares Votes
Fund and Class Outstanding Represented
- -------------- ------------------ -------------------
<S> <C> <C>
Phoenix-Seneca Bond Fund
Class X Shares ........................ 2,815,237 29,925,969
Class A Shares ........................ 103,421 1,095,228
Class B Shares ........................ 72,358 765,547
Class C Shares ........................ 33,922 359,233
Phoenix-Seneca Growth Fund
Class X Shares ........................ 1,745,956 32,317,645
Class A Shares ........................ 1,514,434 27,562,698
Class B Shares ........................ 131,274 2,368,182
Class C Shares ........................ 49,852 898,831
Phoenix-Seneca Mid-Cap "EDGE"(SM) Fund
Class X Shares ........................ 680,666 11,237,795
Class A Shares ........................ 347,595 5,697,082
Class B Shares ........................ 39,313 640,015
Class C Shares ........................ 26,048 424,061
Phoenix-Seneca Real Estate Securities Fund
Class X Shares ........................ 1,934,953 18,536,849
Class A Shares ........................ 101,619 963,348
Class B Shares ........................ 18,439 175,354
Class C Shares ........................ 19,377 184,275
TOTAL: 9,634,464 165,298,035
</TABLE>
2
<PAGE>
The following table shows, as of March 22, 1999, the whole votes
represented by each Fund and Class owned by the nominees for Trustee and
executive officers of the Trust, and by the persons known by the Trust to
own more than 5% of the Trust.
<TABLE>
<CAPTION>
Percent
Votes of
Name and Position Held Class Represented Class
---------------------- ----- ----------- -----
<S> <C> <C> <C>
Gail P. Seneca, President Real Estate Securities Fund Class X 212,349 *
and Trustee
Sandra J. Westhoff, Treasurer Growth Fund--Class X 45,953 *
Mid Cap "EDGE" Fund Class X 84,099
Real Estate Securities Fund Class X 17,020
Mary Ann Cusenza, Trustee Bond Fund Class X 10,489 *
Paul E. Erdman, Trustee Bond Fund Class X 157,827 *
Phoenix Equity Planning Bond Fund Class A 102,779 9.18%
Corporation Bond Fund Class B 102,195 17.28%
100 Bright Meadow Blvd. Bond Fund Class C 102,186 28.58%
Enfield, CT 06082 Growth Fund Class C 103,738 12.07%
Mid Cap "EDGE" Fund Class B 96,136 15.83%
Mid Cap "EDGE" Fund Class C 96,138 23.27%
Real Estate Securities Fund Class B 78,520 45.09%
Real Estate Securities Fund Class C 78,524 42.90%
State Street Bank & Trust, Cust. Bond Fund Class A 153,649 13.72%
William Palmer
R.R. 1 Box 1050
Carmel, ME 04419
C. Bruce Lauderback, Trustee Bond Fund Class A 99,474 8.88%
Mission Viejo Vet Clinic
15470 E. Hampden
Aurora, CO
MLPF&S for the Sole Benefit Bond Fund Class A 132,390 11.82%
of its Customers Bond Fund Class B 112,500 19.03%
Attn: Fund Administration Bond Fund Class C 51,294 14.35%
4800 Deer Lake Dr. E. Growth Fund Class B 189,190 8.39%
Jacksonville, FL 32246 Growth Fund Class C 293,822 34.18%
Alice J. Wakkuri, Trustee Bond Fund Class B 35,108 5.94%
Lane Irrevocable Trust
P. O. Box 242
Gwinn, MI 49841
Donaldson Lufkin Jenrette Bond Fund Class B 115,372 19.5%
Securities Corporation Inc. Bond Fund Class C 99,193 27.74%
P.O. Box 2052 Mid Cap "EDGE" Fund Class C 77,591 18.78%
Jersey City, NJ 07303 Real Estate Securities Fund Class A 54,864 5.75%
Real Estate Securities Fund Class C 32,433 17.72%
</TABLE>
- ------------
* Less than one percent.
3
<PAGE>
<TABLE>
<CAPTION>
Percent
Votes of
Name and Position Held Class Represented Class
---------------------- ----- ----------- -----
<S> <C> <C> <C>
Evergreen Securities, Inc. Bond Fund Class C 22,945 6.42%
FBO John A. Murray
111 East Kilbourn Avenue
Milwaukee, WI 53202
First Clearing Corporation Bond Fund Class C 32,330 9.04%
Joseph A. Decapua IRA
3700 Ranee Street
Easton, PA 18045
Charles Schwab & Co. Inc. Bond Fund Class X 3,432,776 11.70%
Reinvestment Account Growth Fund Class X 2,833,262 8.62%
Attn: Mutual Fund Dept. Mid Cap "EDGE" Fund Class X 1,224,336 11.24%
101 Montgomery Street
San Francisco, CA 04104
Charles Schwab & Co. Inc. Growth Fund Class A 2,029,328 7.59%
Special Custody Account Mid Cap "EDGE" Fund Class A 923,918 16.67%
Attn: Mutual Fund Operations Real Estate Securities Fund Class A 341,504 35.79%
101 Montgomery Street
San Francisco, CA 04104
Phoenix Home Life Mutual Bond Fund Class X 15,576,964 53.10%
Insurance Company
One American Row
Hartford, CT 06115
Bank of New York, Custodian Growth Fund Class A 4,709,777 17.62%
Equity League Pension Trust Fund
1 Wall Street
New York, NY 10005
Bank of New York, Custodian Growth Fund Class A 7,938,857 29.71%
Amer Fed of Mus &
Employer Pen Fund
52 Williams Street
New York, NY 10005
Bank of New York, Custodian Growth Fund Class A 1,625,014 6.08%
Annuity Fund of Local One
IATSE
1 Wall Street
New York, NY 10005
Amalgam Bank of NY, Custodian Growth Fund Class A 1,578,105 5.91%
UFCW Local 50 Pension Plan
11-15 Union Square
New York, NY 10459
First Trust Corp, Trustee Growth Fund Class C 50,200 5.84%
Ruben A. Felix
P. O. Box 173301
Denver, CO 80217
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Percent
Votes of
Name and Position Held Class Represented Class
---------------------- ----- ----------- -----
<S> <C> <C> <C>
Illinois Central Hospital Assoc. Growth Fund Class X 2,028,808 6.47%
Ken Novander, Luke Larocca
2024 Hickory Road, Ste 3
Homewood, IL 60430
Robert A Swanson, Trustee Growth Fund Class X 3,023,339 9.64%
Robert A. Swanson Charitable
Remainder Trust
C/O K&E Management Ltd.
400 S. El Camino Real Ste. 1289
San Mateo, CA 94402
Trustees of Phoenix Savings & Mid Cap "EDGE" Fund Class A 616,207 11.12%
Investment Plan
C/O Howard Beardsley
100 Bright Meadow Blvd.
Enfield, CT 06083
Dean Witter Reynolds Inc., Cust. Mid Cap "EDGE" Fund Class B 31,600 5.20%
FBO Richard Thivierge
P. O. Box 1410 Church St Sta
New York, NY 10008
Karen S. Amber, Trustee Mid Cap "EDGE" Fund Class B 32,235 5.31%
Phillip S. Stewart Irrev Trust
9635 French Road
Detroit, MI 48213
Karen S. Amber, Trustee Mid Cap "EDGE" Fund Class B 32,235 5.31%
Alexander L. Stewart Irrev Trust
9635 French Road
Detroit, MI 48213
First Trust Corp., Trustee Mid Cap "EDGE" Fund Class C 30,681 7.43%
FBO Norman H. Hulsey
P. O. Box 173301
Denver, CO 80217
First Trust Corp., Trustee Mid Cap "EDGE" Fund Class C 31,684 7.67%
FBO Penne Goldstein
P. O. Box 173301
Denver, CO 80217
BT Alex Brown Incorporated Mid Cap "EDGE" Fund Class X 2,257,846 20.72%
P. O. Box 1346 Real Estate Securities Fund Class X 2,557,271 13.86%
Baltimore, MD 21203
Susan R. Mintz Real Estate Securities Fund Class A 172,596 18.09%
3000 Saint Charles Avenue
New Orleans, LA 70115
State Street Bank & Trust Co, Real Estate Securities Fund Class A 63,273 6.63%
Cust.
Nancy W. Silberman
270 Euclid Avenue
Winnetka, IL 60093
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Percent
Votes of
Name and Position Held Class Represented Class
---------------------- ----- ----------- -----
<S> <C> <C> <C>
Eunice B. Robinson, Trustee Real Estate Securities Fund Class B 83,448 47.91%
Eunice B. Robinson Trust
FBO Eunice B. Robinson
585 Rosecarns
San Diego, CA 92106
Resources Trust Co., Trustee Real Estate Securities Fund Class C 16,510 9.02%
FBO Bertha Vazquez
P. O. Box 5900
Denver, CO 80217
Resources Trust Co., Trustee Real Estate Securities Fund Class C 34,964 19.10%
FBO Harvey H. Bohman
P. O. Box 5900
Denver, CO 80217
Resources Trust Co., Trustee Real Estate Securities Fund Class C 19,384 10.59%
FBO Fred O'Dell
P. O. Box 5900
Denver, CO 80217
Pacific Bank, Custodian Real Estate Securities Fund Class X 3,217,943 17.45%
Blair Walker Stratford Trustee
Blair Walker Stratford 1994
Family Trust
100 Montgomery Street
San Francisco, CA 94104
Pacific Bank, Custodian Real Estate Securities Fund Class X 2,866,844 15.54%
Walker Security Investments LLC
100 Montgomery Street
San Francisco, CA 94104
</TABLE>
On March 22, 1999, nominees for Trustee and officers of the Trust as a
group owned beneficially less than one percent of the Trust's outstanding
shares.
This Proxy Statement and the enclosed form of proxy are first being mailed
to Shareholders on or about April 6, 1999. A copy of the Trust's most recent
annual report will be furnished, without charge, to any shareholders upon
request to Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200 or call, toll-free, at (800) 243-4361.
6
<PAGE>
PROPOSALS
PROPOSAL NO. 1
ELECTION OF TRUSTEES
Pursuant to its authority under the Declaration of Trust, at a meeting held
on November 19, 1998, the board of Trustees voted to increase the number of
Trustees from six to eight and to submit to shareholders the election of
Trustees. The persons named in the enclosed proxy intend, unless authority is
withheld, to vote for the election as Trustees the nominees named below. All of
the nominees have been recommended by the Nominating Committee, which consists
solely of Trustees who are not interested persons of the Trust. All of the
nominees, except Messrs. Fay and McLoughlin, are presently serving as Trustees
of the Trust. The Trustees are recommending that the shareholders elect the
persons whom they have nominated for election.
Each of the nominees has agreed to serve as a Trustee if elected. If, at
the time of the meeting, any nominee should be unavailable for election (which
is not presently anticipated), the persons named as proxies may vote for other
persons in their discretion. Trustees will hold office until the earlier of
their retirement or the next meeting of shareholders at which trustees are
elected and the selection and qualification of their successors. Executive
officers are elected at the first meeting of the Board of Trustees following a
meeting of shareholders at which trustees are elected and hold office until the
first meeting of the Board of Trustees following the next meeting of
shareholders at which trustees are elected and until their successors are chosen
and qualified.
The following table sets forth information as to the principal occupations
during the past five years of nominees for election as Trustees and of the
Trust's executive officers and also sets forth information as to certain other
trusteeships held by nominees for election as Trustees.
Nominees for Election as Trustees
MARY ANN CUSENZA, 41, Trustee since 1996. Ms. Cusenza is currently a
private investor. From 1996 to 1998, she was Vice President and Chief Financial
Officer of Tularik Inc., a biotechnology company. She joined Apple Computer,
Inc. in 1985 and was a Vice President and Treasurer of Apple Computer, Inc. from
1992 until 1996.
HARRY DALZELL-PAYNE, 69, Trustee since 1998. Mr. Dalzell-Payne has served
as a Trustee/Director of the Phoenix Funds since 1983, and of Phoenix-Aberdeen
Series Fund and Phoenix Duff & Phelps Institutional Mutual
7
<PAGE>
Funds since 1996. He has also served as a Director of Duff & Phelps Utilities
Tax Free Income Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc.
since 1995. Previously, he served as a Director of Farragut Mortgage Co., Inc.
from 1991 to 1994. Formerly, he was a Major General in the British Army.
NORMAN W. DOUGLASS, 65, Trustee since 1998. Mr. Douglass is a seasoned
investment manager with over 38 years of investment experience. Most recently he
was Investment Advisor at Crossroad Investment Advisors, L.P., from 1994 to
1998. From 1967 to 1993, he was an investment manager with Phoenix Home Life
Mutual Insurance Company, where he was head of fixed income operations for
fifteen years.
PAUL E. ERDMAN, 65, Trustee since 1996. Mr. Erdman is an economist and
novelist, and, since 1979, has served on the board of Advisors of The University
of Georgetown School of Foreign Service.
MELINDA ELLIS EVERS, 37, Trustee since 1996. Ms. Evers is a founder and
Vice President of Ellis Partners, Inc., a real estate investment firm,
established in 1993.
PAUL B. FAY, JR., 80. Mr. Fay serves as President of The Fay Improvement
Company (since 1975). He has been a Director of First American Financial
Corporation since 1969, Vestaur Securities, Inc. since 1972 and Compensation
Resource Group, Inc. since 1985. Mr. Fay has served as a Trustee of the Odell
Foundation for the past 25 years.
*PHILIP R. MCLOUGHLIN, 52. Mr. McLoughlin serves as Chairman of the Board
(since 1997) and Chief Executive Officer (since 1995) of Phoenix Investment
Partners, Ltd. He also has served as a Director (since 1994) and Executive Vice
President--Investment (since 1988) of Phoenix Home Life Mutual Insurance
Company. He has been Chairman and Chief Executive Officer of Phoenix Investment
Counsel, Inc. and National Securities & Research Corporation since 1995 and
1993, respectively, and has been President of Phoenix Equity Planning
Corporation since 1990. He has served as a Trustee/Director and President of the
Phoenix Funds since 1989, and as a Trustee and President of Phoenix-Aberdeen
Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds since 1996. He
has been a Director of Duff & Phelps Utilities Tax-Free Income Inc. and Duff &
Phelps Utility and Corporate Bond Trust Inc. since 1995. He also serves as a
Director of PM Holdings, Inc., Phoenix Charter Oak Trust Company, The World
Trust, a Luxembourg closed-end fund, the Emerging World Trust Fund, a Luxembourg
closed-end fund, PXRE Corporation, a publicly-traded corporation, and its
wholly-owned subsidiary, PXRE Reinsurance Company.
8
<PAGE>
*GAIL P. SENECA, 46, Trustee since 1996. Ms. Seneca has been President and
a Trustee of the Trust since 1996. Since 1998, she has served as Vice President
of National Securities & Research Corporation, an affiliate of Phoenix
Investment Counsel, Inc., the Trust's investment adviser, and Phoenix Equity
Planning Corporation, the Trust's distributor. Since 1996, she has been
President and Chief Executive and Investment Officer of Seneca Capital
Management LLC, and since November 1989, she has been Chief Executive and
Investment Officer and a managing general partner of GMG/Seneca Capital
Management, L.P.
Executive Officers
(Other than Gail P. Seneca, President, who is described above.)
SANDRA J. WESTHOFF, 40, Treasurer since 1996. Ms. Westhoff has been Chief
Administrative Officer of Seneca Capital Management LLC since 1996 and of
GMG/Seneca Capital Management, L.P. since 1994. From 1989 to 1994, she was
Director of Finance for the San Francisco Newspaper Agency. Ms. Westhoff served
as a Trustee of the Trust from 1996 to 1998.
THOMAS N. STEENBURG, 50, Secretary since 1998. Mr. Steenburg is Senior Vice
President, Secretary and Counsel of Phoenix Investment Partners, Ltd. He has
been Secretary, General Counsel and Compliance Officer of Seneca Capital
Management, LLC since 1997. He has served as Vice President, Secretary and
Counsel of Phoenix Investment Counsel, Inc., National Securities & Research
Corporation, Phoenix Equity Planning Corporation since 1995, Duff & Phelps
Investment Management Co. since 1996 and Roger Engemann & Associates, Inc. since
1998 and as Vice President--Compliance of Phoenix-Aberdeen International
Advisors LLC since 1996. Mr. Steenburg was Counsel for Phoenix Home Life Mutual
Insurance Company from 1991 to 1995.
Certain Transactions
Philip R. McLoughlin, a nominee for Trustee of the Trust, is a director of
and a stockholder of Phoenix Investment Partners, Ltd. ("PXP"), an intermediate
parent of the Trust's investment adviser, Phoenix Investment Counsel, Inc.
("PIC"). Ms. Seneca is a stockholder of PXP. By virtue of Mr. McLoughlin's and
Ms. Seneca's relationships with PXP, under the proxy rules they are deemed to
have a material interest in the Trust's investment advisory contract. Pursuant
to
- ------------------
* Indicates that the nominee is an "interested person" of the Trust as that
term is defined in the Investment Company Act of 1940. Mr. McLoughlin is a
director and a stockholder of Phoenix Investment Partners, Ltd. ("PXP"),
and Ms. Seneca is a stockholder of PXP; therefore each is an "interested
person" of the Trust's investment adviser and an "interested person" of the
Trust.
9
<PAGE>
the investment advisory contract between PIC and the Trust, PIC received
$202,386 in fees from the Trust in 1998.
Audit, Nominating and Executive Committees
and Board of Trustees' Meetings
The Board of Trustees has an Audit Committee and a Nominating Committee.
The members are appointed at the first meeting of the Board following a meeting
of the shareholders at which trustees are elected.
The members of the Audit Committee of the Trust include only trustees who
are not interested persons of the Trust. The Audit Committee meets with the
Trust's auditors to review the scope of auditing procedures, the adequacy of
internal controls, compliance by the Trust with the accounting, record keeping
and financial reporting requirements of the Investment Company Act of 1940, and
the possible effect on Trust operations of any new or proposed tax or other
regulations applicable to investment companies. The Committee reviews services
provided to the Trust pursuant to the investment advisory agreement and other
service agreements to determine if the Trust is receiving satisfactory services
at reasonable prices; makes an annual recommendation concerning the appointment
of auditors; and reviews and recommends policies and practices relating to
principles to be followed in the conduct of Trust operations. The Audit
Committee reports the results of its inquiries to the Board of Trustees. The
Audit Committee currently consists of Mary Ann Cusenza, Harry Dalzell-Payne,
Norman W. Douglass, Paul E. Erdman and Melinda Ellis Evers. The Audit Committee
held three meetings during the fiscal year ended September 30, 1998.
The Nominating Committee consists only of trustees who are not interested
persons of the Trust. It recommends to the Board of Trustees persons to be
elected as trustees. There were no meetings of the Nominating Committee during
the fiscal year ended September 30, 1998. The Nominating Committee currently
consists of Mary Ann Cusenza, Harry Dalzell-Payne, Norman W. Douglass, Paul E.
Erdman and Melinda Ellis Evers. 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 Trust.
Seven meetings of the Board of Trustees were held during the fiscal year
ended September 30, 1998. Each Trustee, except Ms. Seneca, was present for at
least 75% of the total number of meetings of the Board and those committees of
which the Trustee was a member. For services rendered to the Trust during the
fiscal year ended September 30, 1998, persons serving as trustees during that
period received an aggregate of $60,000 from the Trust as trustees' fees.
10
<PAGE>
Each trustee who is not currently an "interested person" of the Adviser, or
of any of its affiliates, is entitled to a quarterly retainer or $2,500 and a
fee of $2,500 for each regular, quarterly meeting of the Board of Trustees
attended. The foregoing fees do not include the reimbursement of expenses
incurred in connection with meeting attendance. Officers and employees of the
Adviser or Subadviser who are interested persons are compensated by the Adviser
or Subadviser and receive no compensation from the Trust.
For the Trust's last fiscal year, the trustees received the following
compensation:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Compensation
Pension or From Fund
Retirement and Fund
Aggregate Benefits Accrued Complex (14
Compensation as Part of Fund Funds) Paid to
Name From Trust Expenses Trustees
---- ---------- -------- --------
<S> <C> <C> <C>
Mary Ann Cusenza $20,000 None $20,000
Paul E. Erdman $20,000 For All $20,000
Melinda Ellis Evers $20,000 Trustees $20,000
Gail P. Seneca $ 0 $ 0
</TABLE>
Messrs. Douglass and McLoughlin became trustees in November 1998, following
the close of the Trust's last fiscal year.
Voting Requirements
In order to be elected, the nominees for Trustee must be approved by a
majority of the Trust's voting securities present at the meeting, in person or
by proxy, provided that those present constitute more than 50% of the Trust's
outstanding voting securities.
THE TRUSTEES RECOMMEND A VOTE "FOR" THE ELECTION
OF THE NOMINEES FOR TRUSTEES
11
<PAGE>
PROPOSAL NO. 2
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Trustees (including all
of the Trustees who are not interested persons of the Trust) have selected
PricewaterhouseCoopers, LLP, independent accountants, to audit financial
statements of the Trust filed with the Securities and Exchange Commission and
other regulatory authorities. The Trust has been advised that neither such firm
nor any of its partners has any financial interest in the Trust. The selection
of auditors is subject to ratification or rejection by the shareholders at the
meeting.
A representative of PricewaterhouseCoopers, LLP, auditors for the Trust for
the fiscal year ended September 30, 1998, is not expected to be present at the
meeting.
The Trust's auditors examine the financial statements of the Trust
annually, issue a report on internal controls and procedures for inclusion in
Securities and Exchange Commission filings for the year, review the Trust's
semi-annual financial statements and prepare or review the Trust's income tax
returns.
Voting Requirements
Ratification of the selection of PricewaterhouseCoopers, LLP, independent
accountants, as auditors of the Trust requires the approval of a majority of the
Trust's voting securities present at the meeting, in person or by proxy,
provided that those present constitute more than 50% of the Trust's outstanding
voting securities.
THE TRUSTEES RECOMMEND A VOTE "FOR" RATIFICATION
OF THE SELECTION OF AUDITORS
INVESTMENT ADVISER, SUBADVISER, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, Connecticut
06115-0480, is the Trust's investment adviser. Seneca Capital Management, LLC,
909 Montgomery Street, San Francisco, California 94133, is the Trust's
investment subadviser.
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Trust's underwriter and as
the Trust's financial agent.
12
<PAGE>
ADDITIONAL INFORMATION
Other Matters
As of the date of this Proxy Statement, the Trust's management knows of no
other matters to be brought before the meeting. However, if any other matters
properly come before the meeting, the persons named in the enclosed proxy will
vote in accordance with their judgment on such matters.
Shareholder Proposals
The Trust is not required and does not intend to hold annual meetings of
shareholders. The next meeting of shareholders will be held at such time as may
be determined by the Trustees or legally required. Any shareholder desiring to
present a proposal for consideration at the next meeting of shareholders must
submit the proposal in writing so that it is received by the Trust within a
reasonable time before the solicitation for such meeting is made and must
satisfy all other legal requirements.
All shareholders are urged to complete, sign, and return their proxies. The
enclosed proxy is revocable and will not affect your right to vote in person if
you attend the meeting.
By Order of the Board of
Trustees,
THOMAS N. STEENBURG,
Secretary
San Francisco, California
April 6, 1999
13
<PAGE>
Proxy
PHOENIX-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
------------------------
Proxy for the Special Meeting of Shareholders
May 19, 1999
------------------------
PROXY
The undersigned shareholder of Phoenix-Seneca Funds (the "Trust"), revoking
any and all previous proxies heretofore given for shares of the Trust held by
the undersigned, hereby constitutes and appoints Sandra J. Westhoff and Ronald
K. Jacks, 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 Trust to be held on May 19, 1999 at the offices
of the Trust, 909 Montgomery Street, San Francisco, California, and at any and
all adjournments thereof, with respect to all shares of the Trust 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.
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 TRUST
WHICH RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS.
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
[X] Please mark votes as in this example
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Vote on Proposal
<TABLE>
<S> <C> <C> <C>
1. Election of Trustees For Withhold For All
To fix the number of Trustees at eight and elect Authority Except
Trustees (except [ ] [ ] [ ]
as marked to the contrary below)
Mary Ann Cusenza, Harry Dalzell-Payne,
Norman W. Douglass, Paul E. Erdman, Melinda
Ellis Evers, Paul Fay, Philip R. McLoughlin and
Gail P. Seneca
</TABLE>
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "FOR ALL EXCEPT" box and strike a line through the nominee's name.) Your
shares will be voted for the remaining nominee(s).
<TABLE>
<S> <C> <C> <C>
For Against Abstain
2. Ratification of selection of
PricewaterhouseCoopers, LLP as auditors [ ] [ ] [ ]
</TABLE>
3. 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.
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
