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 ss. 240.14a-11(c) or ss. 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:
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PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
---------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MARCH 15, 2000
---------------------------
To the Shareholders:
A Special Meeting of Shareholders of Phoenix-Seneca Funds (the "Trust") will
be held in the offices of Phoenix Equity Planning Corporation, 101 Munson
Street, Greenfield, Massachusetts, on Wednesday, March 15, 2000 at 10:00 a.m.
for the following purposes:
(1) To reconstitute the Board of Trustees so as to fix at 15 the number of
trustees, and to elect 15 trustees to such Board to serve until the
next meeting of shareholders at which trustees are elected; and
(2) 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 January 19, 2000 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. As a convenience to our shareholders, you may now vote in any one of
the following ways:
[bullet] By telephone, with a toll-free call to BostonEquiserve, the Trust's
proxy tabulator, at 1-877-779-8683 and following the recorded
instructions;
[bullet] By mail, with the enclosed proxy card and postage-paid envelope; or
[bullet] In person at the meeting.
We encourage you to vote by telephone, using the control number that appears
on your enclosed proxy card. Use of telephone voting will reduce the time
and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND--WE ASK THAT YOU VOTE PROMPTLY
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF
FURTHER SOLICITATION. YOUR VOTE IS IMPORTANT.
By Order of the Board of Trustees,
THOMAS N. STEENBURG, Secretary
San Francisco, California
February 4, 2000
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PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
------------------
PROXY STATEMENT
A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 15, 2000
------------------
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, March 15, 2000, and at any adjournment thereof. Shareholders of
record at the close of business on January 19, 2000 ("Shareholders") are
entitled to notice of and to vote at the meeting or any adjourned session. On
that date, there were issued and outstanding 11,804,054.744 shares, par value
$1.00 per share, of the Trust (the "Shares"). 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. The Trust may also use a proxy
solicitation firm 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 Trust for their reasonable
expenses in sending proxy material to beneficial owners of Trust shares. D.F.
King & Co., Inc., a proxy solicitation firm, has been engaged by the Trust to
act as solicitor and will receive fees estimated at $3,500, plus reimbursement
of out-of-pocket expenses. The cost of solicitation of proxies will be borne by
the Trust.
In the event that sufficient votes in favor of any of the items set forth in
the attached Notice of the meeting are not 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
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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
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
purpose 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 January 19, 2000 (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:
- ---------------------------------------------------------------------------
SHARES VOTES
FUND AND CLASS OUTSTANDING REPRESENTED
- ---------------------------------------------------------------------------
Phoenix-Seneca Bond Fund
- ---------------------------------------------------------------------------
Class A Shares 324,161 3,225,409
- ---------------------------------------------------------------------------
Class B Shares 260,874 2,585,265
- ---------------------------------------------------------------------------
Class C Shares 114,919 1,140,005
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Class X Shares 3,430,038 34,403,285
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Phoenix-Seneca Growth Fund
- ---------------------------------------------------------------------------
Class A Shares 1,824,338 40,956,407
- ---------------------------------------------------------------------------
Class B Shares 365,533 8,041,733
- ---------------------------------------------------------------------------
Class C Shares 309,590 6,801,704
- ---------------------------------------------------------------------------
Class X Shares 1,819,673 41,725,119
- ---------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap "EDGE"[servicemark] Fund
- ---------------------------------------------------------------------------
Class A Shares 713,368 17,199,309
- ---------------------------------------------------------------------------
Class B Shares 147,704 3,503,544
- ---------------------------------------------------------------------------
Class C Shares 161,916 3,840,655
- ---------------------------------------------------------------------------
Class X Shares 617,129 15,064,134
- ---------------------------------------------------------------------------
Phoenix-Seneca Real Estate Securities Fund
- ---------------------------------------------------------------------------
Class A Shares 97,171 913,413
- ---------------------------------------------------------------------------
Class B Shares 13,192 124,011
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Class C Shares 21,526 202,345
- ---------------------------------------------------------------------------
Class X Shares 1,582,914 15,116,836
- ---------------------------------------------------------------------------
TOTAL: 11,804,054 194,843,174
- ---------------------------------------------------------------------------
2
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The following table shows, as of January 14, 2000, the whole votes
represented by each Fund and Class owned by the current Trustees, 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.
VOTES PERCENT
NAME AND POSITION HELD CLASS REPRESENTED OF CLASS
---------------------- ----- ----------- --------
Gail P. Seneca, President and Real Estate Securities
Trustee Fund Class X Shares 221,118 1.46%
Sandra J. Monticelli, Growth Fund Class X Shares 65,520 *
Treasurer Mid-Cap "EDGE"[servicemark]
Fund Class X Shares 139,636
Real Estate Securities
Fund Class X Shares 17,968
Mary Ann Cusenza, Trustee Bond Fund Class X Shares 10,577 *
Philip McLoughlin, Trustee Growth Fund Class A Shares 30,553 *
Paul E. Erdman, Trustee Bond Fund Class X Shares 159,359 *
Bank of New York Cust. FBO Growth Fund Class A Shares 11,286,832 27.70%
Amer. Fed. of Mus. & Employer
Pen. Fund
Amivest Corp. Dis. Inv. Mngr.
1 Wall St., Fl. 2
New York, NY 10005-2501
Bank of New York, Cust. Annuity Growth Fund Class A Shares 3,129, 558 7.68%
FU of Local One IATSE
Amivest Corp.
Disc. Invt. Mngr. 717
Master Tr/Cust. Dept.
Attn: W. Biempi
1 Wall St., Fl. 7
New York, NY 10005-2500
BT Alex Brown, Inc. Mid-Cap "EDGE"[servicemark]
FBO 761-00796-21 Fund Class X Shares 1,914,312 13.05%
P. O. Box 1346
Baltimore, MD 21203-1346
BT Alex Brown, Inc. Real Estate Securities
FBO 761-00939-11 Fund Class X Shares 980,314 6.49%
P. O. Box 1346
Baltimore, MD 21203-1346
BT Alex Brown, Inc. Real Estate Securities
FBO 761-00591-10 Fund Class X Shares 815,735 5.40%
P. O. Box 1346
Baltimore, MD 21203-1346
DB Alex Brown, LLC Bond Fund Class X Shares 1,762,693 5.11%
FBO 761-01048-17
P. O. Box 1346
Baltimore, MD 21203-1346
3
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VOTES PERCENT
NAME AND POSITION HELD CLASS REPRESENTED OF CLASS
---------------------- ----- ----------- --------
Charles Schwab & Co., Inc. Bond Fund Class X Shares 3,445,882 10.00%
Reinvest Account Growth Fund Class X Shares 2,650,218 6.35%
ATTN: Mutual Fund Dept. Mid-Cap "EDGE"[servicemark]
101 Montgomery St. Fund Class X Shares 1,089,618 7.43%
San Francisco, CA 94104-4122
Charles Schwab & Co., Inc. Mid-Cap "EDGE"[servicemark]
Special Custody Acct. Class A Shares 1,072,234 6.45%
For the Exclusive Real Estate Securities
Benefit of Our Customers Fund Class A Shares 236,529 25.49%
ATTN: Mutual Fund Operations
101 Montgomery St.
San Francisco, CA 94104-4122
Donaldson Lufkin Jenrette Bond Fund Class A Shares 166,048 5.17%
Securities Corp., Inc. Bond Fund Class C Shares 70,429 6.26%
P. O. Box 2052 Mid-Cap "EDGE"[servicemark]
Jersey City, NJ 07303-2052 Fund Class B Shares 174,848 17.18%
Real Estate Securities
Fund Class C Shares 33,544 16.54%
First National Bank of Real Estate Securities
Onaga Cust. Fund Class A Shares 120,975 13.04%
FBO Darrell D. Vore IRA
P.O. Box 420
301 Leonard St.
Onaga, KS 66521-420
Susan R. Mintz Real Estate Securities
3000 Saint Charles Avenue, Fund Class A Shares 180,144 19.41%
Apt. 415
New Orleans, LA 70115-4473
MLPF&S for the Sole Benefit Bond Fund Class B Shares 134,526 5.20%
of its Customers Bond Fund Class C Shares 60,410 5.37%
Attn: Fund Administration Growth Fund Class B Shares 1,054,945 13.20%
4800 Deer Lake Dr. E., 3rd Flr. Growth Fund Class C Shares 587,169 8.76%
Jacksonville, FL 32246-6484 Mid-Cap "EDGE"[servicemark]
Class A Shares 5,956,782 35.84%
Mid-Cap "EDGE"[servicemark]
Class B Shares 663,147 19.47%
Mid-Cap "EDGE"[servicemark]
Class C Shares 1,414,163 39.44%
NFSC FEBO #APW-777242 Bond Fund Class C Shares 90,273 8.02%
John S. Hinmon
Harriet H. Hinmon
P.O. Box 838
Edwards, CO 81632-0838
NFSC FEBO #179-684260 Growth Fund Class A 2,243,624 5.51%
Amalg Bank of NY Cust. Shares
UFCW LCL 50 Pension Plan
Amivest Corp. Disc. Invt. Mngr.
11-15 Union Sq.
New York, NY 10459-2792
4
<PAGE>
VOTES PERCENT
NAME AND POSITION HELD CLASS REPRESENTED OF CLASS
---------------------- ----- ----------- --------
Pacific Bank, Cust. Real Estate Securities
Blair Walker Stratford TTEE Fund Class X Shares 3,404,189 22.55%
Blair Walker Stratford 1994
Family Trust
Attn: Ginger Bradley
100 Montgomery Street
San Francisco, CA 94104-4937
Pacific Bank, Cust. Real Estate Securities
Walker Security Investments, Fund Class X Shares 3,032,769 20.09%
LLC
Attn: Ginger Bradley
100 Montgomery Street
San Francisco, CA 94104
PaineWebber for the Benefit of Bond Fund Class C Shares 340,113 30.23%
Youth Tennis Foundation of
North Carolina
Pier 23
San Francisco, CA 94111-1136
Phoenix Equity Planning Corp. Bond Fund Class C Shares 101,719 9.04%
ATTN: Corporate Real Estate Securities
Accounting Dept. Fund Class B Shares 81,211 65.35%
C/O Gene Charon, Controller Real Estate Securities
100 Bright Meadow Blvd. Fund Class C Shares 81,215 40.05%
Enfield, CT 06082-1957
Phoenix Home Life Bond Fund Class X Shares 15,729,585 45.64%
ATTN: Pam Levesque
56 Prospect St.
Hartford, CT 06103-2818
Resources Trust Company TTEE Real Estate Securities
FBO Harvey H. Bohman IRA Fund Class C Shares 36,162 17.83%
P. O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities
FBO Fred O'Dell IRA Fund Class C Shares 20,048 9.89%
P. O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities
FBO Bertha Vasquez Fund Class C Shares 16,467 8.12%
P. O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities
FBO Gail B. Nestlerode IRA Fund Class C Shares 13,467 6.64%
P. O. Box 5900
Denver, CO 80217-5900
State Street Bank & Trust Co. Bond Fund Class A Shares 331,395 10.34%
Custodian for the IRA
Rollover of
Eugene J. Glaser
784 Park Ave. #15C
New York, NY 10021-3553
5
<PAGE>
VOTES PERCENT
NAME AND POSITION HELD CLASS REPRESENTED OF CLASS
---------------------- ----- ----------- --------
State Street Bank & Trust Co. Bond Fund Class B Shares 358,930 13.87%
Custodian for the IRA of
Harold C. Patterson
6298 Breckenridge Road
Lake Worth, FL 33467-6821
State Street Bank & Trust Co. Real Estate Securities
Custodian for the IRA of Fund Class A Shares 66,040 7.12%
Nancy W. Silberman
270 Euclid Avenue
Winnetka, IL 60093-3605
Robert A. Swanson, TTEE Growth Fund Class X Shares 4,309,882 10.33%
Robert A. Swanson Charitable
Remainder Trust
C/O K & E Management Ltd.
400 S. El Camino Reale, Ste.
1289
San Mateo, CA 94402-1704
Robert A. Swanson, Tr Growth Fund Class X Shares 2,110,264 5.06%
1993 Annuity Trust
C/O K & E Management Ltd.
400 S. El Camino Reale,
Ste. 1289
San Mateo, CA 94402-1704
* Less than one percent
On January 14, 2000, current Trustees, 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 February 4, 2000. 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
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PROPOSALS
PROPOSAL NO. 1
TO RECONSTITUTE THE BOARD OF TRUSTEES SO AS TO
FIX AT 15 THE NUMBER OF TRUSTEES AND TO ELECT
15 TRUSTEES TO SUCH BOARD
At the meetings of the Board of Trustees on August 26, 1999 and November 18,
1999, the independent Trustees, meeting in executive session with Julie Allecta,
Esquire, counsel for the independent Trustees, considered a proposal by
management to consolidate the oversight of the Phoenix-Seneca Funds under the
larger, more seasoned Board of Trustees of the Phoenix Duff & Phelps
Institutional Mutual Funds (the "Phoenix Board").* Among the factors considered
by the Trustees was the pending merger of the Phoenix-Seneca Growth Fund with
and into the Phoenix-Seneca Equity Opportunities Fund, one of the Phoenix Funds,
thereby removing it from the Phoenix-Seneca Funds complex. Without the
Phoenix-Seneca Growth Fund, the Trustees had concerns that the remaining asset
base of the Phoenix-Seneca Funds would not be of sufficient size to warrant the
expense of oversight by a separate Board of Trustees. Consolidation under the
larger, more seasoned, Phoenix Board could reduce expenses for shareholders,
decrease the administrative burdens placed on the portfolio managers
(particularly Gail Seneca) allowing them to devote more time to portfolio
management, and provide shareholders a more experienced group of Trustees to
oversee their interests. The Trustees reviewed the credentials of the Phoenix
Board members and took note of their substantial experience in the mutual fund
industry. This benefit, along with the cost savings that could result from such
a consolidation, outweighed other considerations, such as the higher overall
compensation received by the Trustees of the Phoenix Board. Accordingly, the
Trustees of the Phoenix-Seneca Funds determined that they would be willing to
resign in favor of the larger Phoenix Board upon the election of the Phoenix
Board by shareholders.
- ---------------
* Calvin Pedersen, a member of the Phoenix Board at the time of the original
proposal, is no longer employed by Phoenix Investment Partners, Ltd., effective
January 5, 2000. He is, therefore, not included in the proposed slate of
nominees for the new Board of Trustees.
7
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The Nominating Committee of the current Board of Trustees has approved the
enlargement of the Board to accommodate 15 Trustees and has proposed the 15
Phoenix Board Trustees as candidates to fill the Trustees' positions on the new
Board. The persons named in the enclosed proxy intend, unless authority is
withheld, to vote for the election as Trustees the nominees named below. The
Trustees are recommending that the shareholders fix the number of Trustees at 15
and 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 were elected by the Board of Trustees at various meetings held on
November 19, 1998, February 29, 1999 and May 27, 1999. All the current officers
were confirmed on November 18, 1999 and will hold office until the first meeting
of the Board of Trustees following this special meeting of shareholders or 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
ROBERT CHESEK, 65. Trustee/Director, the Phoenix Funds (1981-present),
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996) and
Phoenix-Aberdeen Series Fund (since 1996).
E. VIRGIL CONWAY, 70. Chairman, Metropolitan Transportation Authority (since
1992). Trustee/Director, the Phoenix Funds (since 1993), Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996), Phoenix-Aberdeen Series Fund (since
1996), Duff & Phelps Utilities Tax-Free Income Inc. (since 1995) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (since 1995). Trustee/Director,
Consolidated Edison Company of New York, Inc. (1970-present), Pace University
(1978-present), Atlantic Mutual Insurance Company (1974-present), HRE Properties
(1989-present), Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Centennial Insurance Company (1974-present),
Josiah Macy, Jr. Foundation (1975-present), the Harlem Youth Development
Foundation (1987-present) (Chairman, 1998-present), Accuhealth (1994-present),
Trism, Inc. (1994-present) and Realty Foundation of New York (1972-present).
Vice Chairman, Academy of Political Science (1985-present). Chairman, New York
8
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Housing Partnership Development Corp. (1981-present). Advisory Director,
Blackrock Freddie Mac Mortgage Securities Fund (1990-present). Chairman/Member,
Audit Committee of the City of New York (1981-1996). Advisory Director,
Blackrock Fannie Mae Mortgage Securities Fund (1989-1996) and Fund Directions
(1993-1998).
WILLIAM E. CRAWFORD, 71. Trustee/Director, Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996), Duff & Phelps Utilities Tax-Free Income
Inc. (since 1995), and Duff & Phelps Utility and Corporate Bond Trust Inc.
(since 1995).
HARRY DALZELL-PAYNE, 70, Trustee since 1998. Trustee/Director, the Phoenix
Funds (since 1993), Phoenix Duff & Phelps Institutional Mutual Funds (since
1996), Phoenix-Aberdeen Series Fund (since 1996), Duff & Phelps Utilities
Tax-Free Income Inc. (since 1995), Duff & Phelps Utility and Corporate Bond
Trust Inc. (since 1995). Formerly, a Major General of the British Army.
WILLIAM N. GEORGESON, 72. Director/Trustee, Phoenix-Duff & Phelps
Institutional Mutual Funds (since 1996), Duff & Phelps Utilities Tax-Free
Income Inc. (since 1995), and Duff & Phelps Utility and Corporate Bond Trust
Inc. (since 1995).
*FRANCIS E. JEFFRIES, 69. Director/Trustee, the Phoenix Funds (since 1995),
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996), Phoenix-Aberdeen
Series Fund (since 1996), Duff & Phelps Utilities Income Inc. (since 1987), Duff
& Phelps Utilities Tax-Free Income Inc. (since 1991), and Duff & Phelps Utility
and Corporate Bond Trust Inc. (since 1993). Director, The Empire District
Electric Company (since 1984). Director (1989-1997), Chief Executive Officer
(1989-1995) and President (1989-1993), Phoenix Investment Partners, Ltd.
LEROY KEITH, JR., 60. Chairman and Chief Executive Officer, Carson Products
Company (since 1995). Trustee/Director, the Phoenix Funds (since 1980), Phoenix
Duff & Phelps Institutional Mutual Funds (since 1996) and Phoenix-Aberdeen
Series Fund (since 1996). Director, Equifax Corporation (since 1991) and
Evergreen International Fund, Inc. (since 1989). Trustee, Evergreen Liquid
Trust, Evergreen Tax Exempt Trust, Evergreen Tax Free Fund, Master Reserves
Trust and Master Reserves Tax Free Trust.
*PHILIP R. MCLOUGHLIN, 53, Trustee since 1999. Chairman (1997-present),
Director (1995-present), Vice Chairman (1995-1997) and Chief Executive Officer
(1995-present), Phoenix Investment Partners, Ltd. Executive Vice President,
Investments, Phoenix Home Life Mutual Insurance Company (1988-present).
Director/Trustee and President, the Phoenix Funds (since 1989), Phoenix Duff &
Phelps Institutional Mutual Funds (since 1996) and Phoenix-
9
<PAGE>
Aberdeen Series Fund (since 1996). Director, Duff & Phelps Utilities Tax-Free
Income Inc. (since 1995) and Duff & Phelps Utility and Corporate Bond Trust Inc.
(since 1995). Director (since 1984) and President (since 1990), Phoenix Equity
Planning Corporation. Director (since 1983) and Chairman (since 1995), Phoenix
Investment Counsel, Inc. Director and Chairman, National Securities & Research
Corporation (since 1993). Director, Phoenix Realty Securities, Inc. (since
1994).
EILEEN A. MORAN, 45. President and Chief Executive Officer, PSEG Resources
Inc. (since 1990). Trustee, Phoenix Duff & Phelps Institutional Mutual Funds
(since 1996).
EVERETT L. MORRIS, 71. Vice President, W.H. Reaves and Company
(1993-present). Director/Trustee, the Phoenix Funds (1995-present), Phoenix Duff
& Phelps Institutional Mutual Funds (since 1996), Phoenix-Aberdeen Series Fund
(since 1996), Duff & Phelps Utilities Tax-Free Income Inc. (since 1991) and Duff
& Phelps Utility and Corporate Bond Trust Inc. (since 1993).
*JAMES M. OATES, 53. Chairman, IBEX Capital Markets, Inc. (formerly IBEX
Capital Markets LLC) (since 1997). Managing Director, The Wydown Group (since
1994). Trustee/Director, the Phoenix Funds (1987-present), Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996) and Phoenix-Aberdeen Series Fund (since
1996). Director, AIB Govett Funds (since 1991), Investors Bank & Trust
Corporation (since 1995), Investors Financial Services Corporation (since 1995),
Plymouth Rubber Co. (since 1995), Stifel Financial (since 1996), Command
Systems, Inc. (since 1998), Connecticut River Bancorp (since 1998) and Endowment
for Health, Inc. (since 1999). Member, Chief Executives Organization (since
1996).
RICHARD A. PAVIA, 69. Special Consultant, K&D Facilities Resource Corp.
(since 1995). Vice Chairman, Cook County President's Advisory Council, Forest
Preserve District. (since 1997). Director/Trustee, Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996), Duff & Phelps Utilities Tax-Free Income
Inc. (since 1991), and Duff & Phelps Utility and Corporate Bond Trust Inc.
(since 1992). Director (1981-1997), Chairman and Chief Executive Officer
(1989-1994), Speer Financial, Inc.
HERBERT ROTH, JR., 71. Trustee/Director, the Phoenix Funds (since 1980),
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996) and
Phoenix-Aberdeen Series Fund (since 1996). Director, Boston Edison Company
(since 1978), Landauer, Inc. (medical services) (since 1970), Tech Ops./Sevcon
Inc. (electronic controllers) (since 1987), and Mark IV Industries (diversified
manufacturer) (since 1985). Member, Directors Advisory Council, Phoenix Home
Life Mutual Insurance Company (since 1998). Director, Phoenix Home Life Mutual
Insurance Company (1972-1998).
10
<PAGE>
RICHARD E. SEGERSON, 53. Managing Director, Northway Management Company
(since 1998). Trustee/Director, the Phoenix Funds (since 1993), Phoenix Duff &
Phelps Institutional Mutual Funds (since 1996) and Phoenix-Aberdeen Series Fund
(since 1996). Managing Director, Mullin Associates (1993-1998).
LOWELL P. WEICKER, JR., 68. Trustee/Director, the Phoenix Funds (since 1995),
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996) and
Phoenix-Aberdeen Series Fund (since 1996). Director, UST Inc. (since 1995),
HPSC, Inc. (since 1995), Compuware (since 1996), Burroughs Welcome Fund (since
1996). Visiting Professor, University of Virginia (since 1997). Director, Duty
Free International, Inc. (1997). Chairman, Dresing, Lierman, Weicker
(1995-1997). Governor of the State of Connecticut (1991-1995).
*Indicates that the nominee is an "interested person" of the Trust, as that
term is defined in the Investment Company Act of 1940. Messrs. Jeffries,
McLoughlin and Oates are directors and stockholders of Phoenix Investment
Partners, Ltd. and, therefore, are "interested persons" of the Trust's
investment adviser and "interested persons" of the Trust.
EXECUTIVE OFFICERS
GAIL P. SENECA, 46, Trustee and President since 1996. President and Chief
Executive and Investment Officer, Seneca Capital Management LLC (since 1996).
Managing Director, Equities, Phoenix Investment Counsel, Inc. (since 1998).
Senior Vice President, Phoenix Multi-Portfolio Fund, Phoenix Strategic Equity
Series Fund and The Phoenix Edge Series Fund (since 1998). Managing General
Partner and Chief Executive and Investment Officer, GMG/Seneca Capital
Management LP (since 1989). General Partner, Genesis Merchant Group LP (since
1990) and President, GenCap, Inc. (since 1994).
ROBERT S. DRIESSEN, 52, Vice President since 1999. Vice President,
Compliance, Phoenix Investment Partners, Ltd. (since 1999). Vice President,
the Phoenix Funds, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds. Vice President, Risk Management Liaison, Bank of
America (1996-1999). Vice President, Securities Compliance, The Prudential
Insurance Company of America (1993-1996). Branch Chief/Financial Analyst,
Securities and Exchange Commission, Division of Investment Management
(1972-1993).
SANDRA J. MONTICELLI, 40, Treasurer since 1996. Chief Administrative Officer
of Seneca Capital Management LLC (since 1996) and GMG/Seneca Capital Management,
L.P. (since 1994). Director, Finance, San Francisco Newspaper Agency (1989 to
1994). Trustee, Phoenix-Seneca Funds (1996 to 1998).
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THOMAS N. STEENBURG, 50, Secretary since 1998. Senior Vice President (since
1999), Vice President, Secretary and Counsel (1995-1999), Phoenix Investment
Partners, Ltd. Chairman and Chief Executive Officer (since January 5, 2000),
Executive Vice President (1999-2000), Vice President and Counsel (1996-1999),
Duff & Phelps Investment Management Co. Senior Vice President, Zweig/Glaser
Advisers LLC (since 1999). Director and President, PXP Securities Corp. (since
1999). Vice President, Counsel and Secretary, Phoenix Investment Counsel, Inc.,
National Securities & Research Corporation, and Phoenix Equity Planning
Corporation (since 1996). Vice President-Compliance, Phoenix-Aberdeen
International Advisors LLC (since 1996). Vice President, Counsel and Compliance
Officer, Seneca Capital Management, LLC (since 1997). Vice President, Counsel
and Secretary, Roger Engemann & Associates, Inc. (since 1998). Counsel, Phoenix
Home Life Mutual Insurance Company (1991-1995).
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 the investment advisory contract between PIC and the Trust, PIC received
$931,643 in fees from the Trust in the fiscal year ended September 30, 1999.
CURRENT BOARD COMPENSATION
For the Trust's last fiscal year, the current Trustees received the following
compensation:
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM FUND
BENEFITS AND FUND
AGGREGATE ACCRUED COMPLEX (16
COMPENSATION AS PART OF FUND FUNDS) PAID TO
NAME FROM TRUST EXPENSES TRUSTEES
---- ---------- -------- --------
Mary Ann Cusenza $20,000 $20,000
Harry Dalzell-Payne $20,000 $73,750
Norman W. Douglass $20,000 None $20,000
Paul E. Erdman $20,000 For All $20,000
Melinda Ellis Evers $20,000 Trustees $20,000
Paul B. Fay, Jr. $ 5,000 $ 5,000
Philip R. McLoughlin $0 $0
Gail P. Seneca $0 $0
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CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee and a Nominating Committee.
The members of the Audit Committee of the Trust include all the Trustees who
are not interested persons of the Trust (i.e., the "independent Trustees"). 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, Paul
B. Fay, Jr. and Melinda Ellis Evers. The Audit Committee held two meetings
during the fiscal year ended September 30, 1999.
The Nominating Committee consists of all the Trustees who are not interested
persons of the Trust. It recommends to the Board of Trustees persons to be
elected as Trustees. During the fiscal year ended September 30, 1999, the
Nominating Committee held brief meetings as needed in conjunction with regular
quarterly executive sessions of the independent Trustees. The Nominating
Committee currently consists of Mary Ann Cusenza, Harry Dalzell-Payne, Norman W.
Douglass, Paul E. Erdman, Paul B. Fay, Jr. 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.
If elected, the new Board of Trustees intends to create Audit and Nominating
Committees, each composed entirely of non-interested Trustees.
The Board of Trustees held four meetings during the fiscal year ended
September 30, 1999. During the course of the year, four new Trustees were added
to the Board. Each Trustee was present for at least 75% of the total number of
meetings of the Board and of those committees of which the Trustee was a member
which were held during his or her tenure. For services rendered to the Trust
during the fiscal year ended September 30, 1999, persons serving as Trustees
during that period received an aggregate of $105,000 from the Trust as Trustees'
fees.
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Each trustee who is not currently an "interested person" of the Adviser, or
of any of its affiliates, is entitled to a quarterly retainer of $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.
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
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.
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
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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 vote. 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
February 4, 2000
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<PAGE>
PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
MARCH 15, 2000
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 Sandra J. Monticelli 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 March 15, 2000 at the offices
of the Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts, 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. In the
alternative, you may vote by telephone by calling toll-free 1-877-779-8683 and
following the recorded instructions. Prompt voting by shareholders will avoid
the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as directed herein
by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |X|
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSAL
1. ELECTION OF TRUSTEES
To fix the number of Trustees at 15 and
elect Trustees (except as marked to the Withhold For All
contrary below) For Authority Except
[ ] [ ] [ ]
Robert Chesek, E. Virgil Conway,
William E. Crawford, Harry Dalzell-Payne,
William N. Georgeson, Francis E. Jeffries,
Leroy Keith, Jr., Philip R. McLoughlin,
Eileen A. Moran, Everett L. Morris,
James M. Oates, Richard A. Pavia,
Herbert Roth, Jr., Richard E. Segerson,
Lowell P. Weicker
(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.)
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
- ----------------------------------- ------- ---------------------------- -------
- ----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
