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:
<PAGE>
PHOENIX-SENECA BOND FUND
PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
PHOENIX-SENECA REAL ESTATE SECURITIES FUND
EACH A SERIES OF
PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
1 (800) 243-1574
-------------------
July 28, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the September 14, 2000
special shareholders meeting of your Fund. Please take the time to read the
proxy statement and cast your vote, because the changes are important to you as
a shareholder.
We are asking all shareholders to approve changes to your Fund's
fundamental investment restrictions as part of our effort to integrate all of
our mutual funds. We think this effort offers the opportunity for operational
efficiencies that will benefit all shareholders. Phoenix does not presently
anticipate that the use of different investment restrictions will have any
material impact on the investment techniques employed by the Funds.
In addition, Class B and Class C shareholders are being asked to approve
new Rule 12b-1 Distribution Plans that are compensation type plans. Compensation
type plans are more common in the industry and we believe will simplify
administration and accounting functions.
Your Board of Trustees believes that the proposed changes are in the best
interests of the shareholders and has unanimously recommended that shareholders
of your Fund vote for the changes described in the proxy statement and proxy.
Should you have any questions, please feel free to call us at 1(800) 243-1574.
We will be happy to answer any questions you may have.
I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.
Sincerely,
Gail P. Seneca
President
<PAGE>
PHOENIX-SENECA BOND FUND
PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
PHOENIX-SENECA REAL ESTATE SECURITIES FUND
EACH A SERIES OF
PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
1 (800) 243-1574
-------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 14, 2000
-------------------
To the Shareholders:
Phoenix-Seneca Funds, a Delaware business trust (the "Trust"), will hold a
special meeting of shareholders of Phoenix-Seneca Bond Fund (the "Bond Fund"),
Phoenix-Seneca Mid-Cap "EDGE"(SM) Fund (the "Mid-Cap Fund") and Phoenix-Seneca
Real Estate Securities Fund (the "Real Estate Securities Fund"), (collectively,
the "Funds," and each individually, a "Fund") at the offices of Phoenix Equity
Planning Corporation, 101 Munson Street, Greenfield, Massachusetts 01301 on
September 14, 2000 at 2:00 p.m., local time, for the following purposes:
FOR CONSIDERATION BY BOND FUND AND MID-CAP FUND SHAREHOLDERS ONLY:
1. To amend the fundamental investment restriction regarding
diversification.
FOR CONSIDERATION BY BOND FUND AND MID-CAP FUND SHAREHOLDERS ONLY:
2. To amend the fundamental investment restriction regarding industry
concentration.
FOR CONSIDERATION BY ALL SHAREHOLDERS:
3. To amend the fundamental investment restriction for each of the Funds
regarding borrowing.
4. To amend the fundamental investment restriction for each of the Funds
regarding the issuance of senior securities.
5. To amend the fundamental investment restriction for each of the Funds
regarding underwriting.
6. To amend the fundamental investment restriction for each of the Funds
regarding investing in real estate.
7. To amend the fundamental investment restriction for each of the Funds
regarding commodities.
8. To amend the fundamental investment restriction for each of the Funds
regarding lending.
9. To eliminate the fundamental investment restriction for each of the
Funds regarding the purchase of securities on margin.
FOR CONSIDERATION BY CLASS B SHAREHOLDERS ONLY:
10. Approval of a new Rule 12b-1 Distribution Plan for Class B Shares, in
the form attached to this Proxy Statement as Exhibit A;
FOR CONSIDERATION BY CLASS C SHAREHOLDERS ONLY:
11. Approval of a new Rule 12b-1 Distribution Plan for Class C Shares, in
the form attached to this Proxy Statement as Exhibit B; and
<PAGE>
12. To consider and act upon any other business as may properly come before
the meeting and any adjournments thereof.
You are entitled to vote at the meeting and any adjournment(s) if you owned
shares of any of the Funds at the close of business on July 17, 2000.
Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:
o By telephone, with a toll-free call to the number listed on the
enclosed proxy card and following the recorded instructions;
o By mail, with the enclosed proxy card and postage-paid envelope;
or
o In person at the meeting.
We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. YOUR
VOTE IS IMPORTANT.
By Order of the Board of Trustees
of Phoenix-Seneca Funds
G. JEFFREY BOHNE
Secretary
<PAGE>
PHOENIX-SENECA BOND FUND
PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
PHOENIX-SENECA REAL ESTATE SECURITIES FUND
EACH A SERIES OF
PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
1 (800) 243-1574
-------------------
PROXY STATEMENT
MEETING OF SHAREHOLDERS
-------------------
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix-Seneca Funds (the "Trust") of proxies to be
used at a meeting of the shareholders of Phoenix-Seneca Bond Fund (the "Bond
Fund"), Phoenix-Seneca Mid-Cap "EDGE" (SM) Fund (the "Mid-Cap Fund") and
Phoenix-Seneca Real Estate Securities Fund (the "Real Estate Securities Fund")
(collectively, the "Funds," and each individually, a "Fund") and at any
adjournment(s) thereof.
The purpose of the meeting is to consider changes to the fundamental
investment restrictions of each of the Funds and the adoption of new Rule 12b-1
Distribution Plans for Class B and Class C shares. The proposed changes will not
change the Funds' investment objective or principal investment strategy.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about July 25, 2000.
The shareholders of each Fund will vote on the proposals as indicated in
the table below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
BOND FUND REAL ESTATE
PROPOSAL MID-CAP FUND SECURITIES FUND
----------------------------------- -------------------------------------- -----------------------
1. To amend the fundamental
investment restriction regarding X
diversification.
2. To amend the fundamental
investment restriction regarding X
industry concentration.
3. To amend the fundamental
investment restriction for each of X X
the Funds regarding borrowing.
4. To amend the fundamental
investment restriction for each of
the Funds regarding the issuance of X X
senior securities.
5. To amend the fundamental
investment restriction for each of X X
the Funds regarding underwriting.
6. To amend the fundamental
investment restriction for each of X X
the Funds regarding investing in
real estate.
<PAGE>
BOND FUND REAL ESTATE
PROPOSAL MID-CAP FUND SECURITIES FUND
----------------------------------- -------------------------------------- -----------------------
7. To amend the fundamental
investment restriction for each of X X
the Funds regarding commodities.
8. To amend the fundamental
investment restriction for each of X X
the Funds regarding lending.
9. To eliminate the fundamental
investment restriction for each of X X
the Funds regarding the purchase of
securities on margin.
10. To approve a new Rule 12b-1
Distribution Plan for Class B Only Only
Shares, in the form attached to Class B Class B
this proxy statement as Exhibit A. Shareholders Shareholders
11. To approve a new Rule 12b-1
Distribution Plan for Class C Only Only
Shares, in the form attached to Class C Class C
this proxy statement as Exhibit B. Shareholders Shareholders
</TABLE>
VOTING INFORMATION
Shareholders of record of the Funds at the close of business on July 17,
2000 will be entitled to vote at the meeting or at any adjournments thereof. The
following table shows as of the record date, the number of shares of each Fund
and the votes represented by such shares as of the record date:
<TABLE>
<CAPTION>
FUND AND CLASS SHARES OUTSTANDING VOTES REPRESENTED
-------------- ------------------ -----------------
Bond Fund
---------
<S> <C> <C>
Class A shares 632,882.799 6,341,485.646
Class B shares 254,331.401 2,535,684.068
Class C shares 161,044.870 1,607,227.803
Class X shares 3,730,426.076 37,565,390.585
Mid-Cap Fund
------------
Class A shares 1,213,081.999 37,132,439.989
Class B shares 358,228.868 10,746,866.040
Class C shares 431,249.958 12,933,186.240
Class X shares 642,519.970 19,937,394.669
Real Estate Securities Fund
---------------------------
Class A shares 118,792.056 1,281,766.284
Class B shares 24,406.546 263,346.631
Class C shares 26,096.106 281,316.023
Class X shares 1,406,832.110 15,447,016.568
</TABLE>
Shareholders are entitled to one vote for each dollar of net asset value
(determined as of the record date) of each share owned by such shareholder on
any matter on which such shareholder is entitled to vote and each fractional
dollar amount shall be entitled to a proportionate fractional vote. Shareholders
of each Fund will vote separately on Proposals 1-9, with all classes of a Fund
voting together. Only Class B shareholders of each fund will vote on Proposal 10
and only Class C shareholders will vote on Proposal 11. The holders of
thirty-three and one-third percent of the outstanding shares of each Fund or
class of each Fund entitled to vote shall constitute a quorum for the meeting. A
quorum being present, the approval of each Proposal by a Fund or class of each
Fund requires the vote of a majority of the outstanding eligible votes of that
Fund or class as defined in the Investment Company Act
2
<PAGE>
of 1940, as amended (the "1940 Act") as the lesser of (i) 67% or more of the
eligible votes of the Fund or class present at the meeting if more than 50%
of the eligible votes of the Fund or class are present in person or by proxy or
(ii) more than 50% of the eligible votes of the Fund or class. For purposes of
this proxy statement, the 1940 Act includes rules and regulations of the SEC
issued under that Act.
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 each 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 proposals.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of 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 proposals,
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. The persons named as proxies
will vote FOR the proposed adjournment all shares that they are entitled to vote
with respect to each proposal, unless directed to vote AGAINST the proposal, in
which case such shares will be voted against the proposed adjournment with
respect to that proposal.
The meeting may be adjourned from time to time by the vote of a majority of
the shares represented at the meeting, whether or not a quorum is present. If
the meeting is adjourned to another time 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 or unless the adjournment is for more
than sixty (60) days from the date set for the original meeting, in which case
the Trustees shall set a new record date. 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 any one or more of the
proposals, the shares will be voted in favor of a 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 any
time prior to its exercise
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 vote; or
o by being present and voting in person at the meeting and giving oral
notice of revocation to the Chairman of the meeting.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The 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 Funds for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Funds.
The cost of the solicitation of proxies will be borne by Phoenix Investment
Partners, Ltd. D.F. King and Co., Inc., a proxy solicitation firm, has been
engaged by the Trust to act as solicitor and will receive fees estimated at
$5,000, plus reimbursement of out-of-pocket expenses.
3
<PAGE>
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 July 6, 2000 with respect
to each person who beneficially owns 5% or more of any class of a Fund's equity
securities.
<TABLE>
<CAPTION>
VOTES
NAME AND POSITION HELD CLASS REPRESENTED PERCENT OF CLASS
---------------------- ----- ----------- ----------------
<S> <C> <C> <C>
Gail P. Seneca, President and Trustee Real Estate Securities Fund Class X 262,075.68 1.52%
Shares
BT Alex Brown, Inc. Mid-Cap "EDGE"(SM) Fund Class X Shares 2,227,437.92 12.14%
FBO 761-00796-21
P. O. Box 1346
Baltimore, MD 21203-1346
BT Alex Brown, Inc. Real Estate Securities Fund Class X 1,143,684.19 6.64%
FBO 761-00939-11 Shares
P. O. Box 1346
Baltimore, MD 21203-1346
BT Alex Brown, Inc. Real Estate Securities Fund Class X 951,677.70 5.52%
FBO 761-00591-10 Shares
P. O. Box 1346
Baltimore, MD 21203-1346
Charles Schwab & Co., Inc. Bond Fund Class X Shares 3,905,392.86 10.54%
Reinvest Account Mid-Cap "EDGE"(SM) Fund Class X Shares 1,240,912.74 6.77%
ATTN: Mutual Fund Dept.
101 Montgomery St.
San Francisco, CA 94104-4122
Charles Schwab & Co., Inc. Real Estate Securities Fund Class A 209,503.51 16.15%
Special Custody Acct. For the Exclusive Shares
Benefit of Our Customers
ATTN: Mutual Fund Operations
101 Montgomery St.
San Francisco, CA 94104-4122
Donaldson Lufkin Jenrette Mid-Cap "EDGE"(SM) Fund Class B Shares 492,362.34 5.18%
Securities Corp., Inc. Real Estate Securities Fund Class B 20,923.79 7.88%
P. O. Box 2052 Shares 38,718.40 14.22%
Jersey City, NJ 07303-2052 Real Estate Securities Fund Class C
Shares
First National Bank of Onaga Cust. Real Estate Securities Fund Class A 140,214.74 10.81%
FBO Darrell D. Vore IRA Shares
P.O. Box 420
301 Leonard St.
Onaga, KS 66521-420
First Republic Bank Mid-Cap "EDGE"(SM) Fund Class X Shares 1,117,191.88 6.09%
DBA First Republic Trust Co. Real Estate Securities Fund Class X 9,531,095.16 55.30%
111 Pine Street Shares
San Francisco, CA 94111-5602
Leon L. Levy TTEE Bond Fund Class A Shares 348,875.18 5.70%
Leon L. Levy & Assoc. PSP
FBO Leon L. Levy
The Bellevue
Broad Street at Walnut, 4th Fl.
Philadelphia, PA 19102
LPL Financial Services Real Estate Securities Fund Class B 42,544.37 16.02%
A/C 1090-8353 Shares
9785 Town Centre Drive
San Diego, CA 92121-1968
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
VOTES
NAME AND POSITION HELD CLASS REPRESENTED PERCENT OF CLASS
---------------------- ----- ----------- ----------------
<S> <C> <C> <C>
Susan R. Mintz Real Estate Securities Fund Class A 208,793.51 16.10%
3000 Saint Charles Avenue, Apt. 415 Shares
New Orleans, LA 70115-4473
MLPF&S for the Sole Benefit Bond Fund Class A Shares 919,221.42 15.03%
of its Customers Bond Fund Class C Shares 96,284.94 6.12%
Attn: Fund Administration Mid-Cap "EDGE"(SM) Fund Class A Shares 11,467,774.77 34.40%
4800 Deer Lake Dr. E., 3rd Flr. Mid-Cap "EDGE"(SM) Fund Class B Shares 4,275,876.50 45.02%
Jacksonville, FL 32246-6484 Mid-Cap "EDGE"(SM) Fund Class C Shares 5,750,897.99 49.45%
Lois Mossman Bond Fund Class C Shares 127,131.86 8.08%
7025 Downing Drive
Knoxville, TN 37909-2502
NFSC FEBO #APW-777242 Bond Fund Class C Shares 93,040.67 5.92%
John S. Hinmon
Harriet H. Hinmon
P.O. Box 838
Edwards, CO 81632-0838
PaineWebber for the Benefit of Bond Fund Class C Shares 348,833.01 22.18%
Youth Tennis Foundation of
Northern California
1290 Howard Avenue, Ste. 333
Burlingame, CA 94010-4222
Phoenix Equity Planning Corp. Bond Fund Class C Shares 104,836.54 6.67%
ATTN: Corporate Accounting Dept. Real Estate Securities Fund Class B 93,837.91 35.32%
C/O Gene Charon, Controller Shares 93,842.26 34.48%
100 Bright Meadow Blvd. Real Estate Securities Fund Class C
Enfield, CT 06082-1957 Shares
Phoenix Home Life Bond Fund Class X Shares 16,258,346.94 43.88%
ATTN: Pam Levesque
56 Prospect St.
Hartford, CT 06103-2818
TTEES of Phoenix Savings & Investment Mid-Cap "EDGE"(SM) Fund Class A Shares 2,774,827.86 8.32%
Plan
C/O Suzette Louro
100 Bright Meadow Blvd.
Enfield, CT 06083-1900
Prudential Securities Inc. FBO Real Estate Securities Fund Class B 22,934.42 8.63%
Mr. John W. Masker, Jr. Shares
2772 E. Quail Avenue
Las Vegas, NV 89120-2443
Resources Trust Company TTEE Real Estate Securities Fund Class C 41,784.66 15.35%
FBO Harvey H. Bohman IRA Shares
P. O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities Fund Class C 23,166.08 8.51%
FBO Fred O'Dell IRA Shares
P. O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities Fund Class C 18,949.39 6.96%
FBO Bertha Vasquez Shares
P. O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities Fund Class C 15,561.80 5.72%
FBO Gail B. Nestlerode IRA Shares
P. O. Box 5900
Denver, CO 80217-5900
5
<PAGE>
VOTES
NAME AND POSITION HELD CLASS REPRESENTED PERCENT OF CLASS
---------------------- ----- ----------- ----------------
State Street Bank & Trust Co. Bond Fund Class A Shares 343,897.36 5.62%
Custodian for the IRA Rollover of
Eugene J. Glaser
784 Park Ave. #15C
New York, NY 10021-3553
State Street Bank & Trust Co. Bond Fund Class B Shares 357,754.93 14.27%
Custodian for the IRA of
Harold C. Patterson
6298 Breckenridge Road
Lake Worth, FL 33467-6821
State Street Bank & Trust Co. Real Estate Securities Fund Class A 76,543.78 5.90%
Custodian for the IRA of Shares
Nancy W. Silberman
270 Euclid Avenue
Winnetka, IL 60093-3605
</TABLE>
As of July 6, 2000, the Trustees and officers as a group owned 1.52% of the
shares of the Real Estate Securities Fund Class X Shares, and less than 1% of
any other class of any other Fund of the Trust.
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, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX 2200, ENFIELD,
CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING
CORPORATION TOLL-FREE AT (800) 243-4361.
REASONS FOR THE PROPOSED CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
(PROPOSALS 1-9)
Proposals 1-9 contained in this proxy statement are among a series of
proposed transactions in which mutual funds managed by Phoenix Investment
Counsel, Inc. ("Phoenix") and its affiliates (the "Phoenix Funds") will, if not
previously organized as a Delaware business trust, be reorganized as a Delaware
business trust and then operate under common fundamental investment
restrictions. Since the Trust already is a Delaware business trust, the changes
contemplated by this proxy statement are limited to changes in the fundamental
investment restrictions of the Funds. Because many of the Phoenix Funds began
operations outside of the Phoenix organization, they have different fundamental
investment restrictions. Phoenix believes that integrating all of the Phoenix
Funds by adopting a single business form and domicile and standardized
fundamental investment restrictions offers the opportunity for operational
efficiencies that will benefit all shareholders.
If all of Proposals 1-9 are approved, each of the Funds will have identical
fundamental investment restrictions, except that the Real Estate Securities
Fund, a non-diversified fund that concentrates in the real estate industry, will
not be subject to the fundamental investment restrictions relating to
diversification and industry concentration that apply to the other Funds. The
proposed investment restrictions are expected to become generally standard for
all of the Phoenix Funds. These proposed restrictions differ in certain respects
from the existing fundamental investment restrictions as described in the
proposals below. Phoenix believes that increased standardization of fundamental
investment restrictions will help to promote operational efficiencies and
facilitate monitoring of compliance with the restrictions. Phoenix does not
presently anticipate that the use of different investment restrictions will have
any material impact on the investment techniques employed by the Funds.
6
<PAGE>
PROPOSAL 1
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR THE
BOND FUND AND MID-CAP FUND REGARDING DIVERSIFICATION
The Board of Trustees has proposed that the shareholders of the Bond Fund
and Mid-Cap Fund approve an amendment to the fundamental investment restriction
regarding diversification. This proposal does not apply to the Real Estate
Securities Fund because it is a "non-diversified" fund within the meaning of the
1940 Act. The current fundamental investment restriction regarding
diversification applicable to each Fund, other than the Real Estate Securities
Fund, provides that no Fund may:
"As to 75% of its total assets, purchase securities of an issuer (other
than the U.S. Government, its agencies, instrumentalities or authorities or
repurchase agreements collateralized by U.S. Government securities and
other investment companies), if:
(1) such purchase would cause more than 5% of the Fund's total assets taken
at market value to be invested in the securities of such issuer; or
(2) such purchase would at the time result in more than 10% of the
outstanding voting securities of such issuer being held by the Fund;
provided, however, that a Fund may, subject to restrictions imposed by
the 1940 Act and applicable state laws, invest all or part of its
investable assets in an open-end investment company with substantially
the same investment objectives, policies and restrictions as the Fund."
If Proposal 1 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification for the
Bond Fund and Mid-Cap Fund:
"A Fund may not, with respect to 75% of its total assets, purchase
securities of an issuer (other than the U.S. Government, its agencies,
instrumentalities or authorities or repurchase agreements
collateralized by U.S. Government securities and other investment
companies), if: (a) such purchase would, at the time, cause more than
5% of the Fund's total assets taken at market value to be invested in
the securities of such issuer; or (b) such purchase would at the time
result in more than 10% of the outstanding voting securities of such
issuer being held by the Fund."
The new requirements clarify that the restriction does not apply to any
investments by a Fund in other investment companies, including purchases which
would cause more than 5% of the Fund's total assets taken at market value to be
invested in the securities of such issuer. Phoenix believes there is no
substantive change involved in this proposal.
PROPOSAL 2
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR THE BOND FUND
AND MID-CAP FUND REGARDING INDUSTRY CONCENTRATION
The Board of Trustees has proposed that the shareholders of the Bond Fund
and Mid-Cap Fund approve an amendment to the fundamental investment restriction
regarding industry concentration. This proposal does not apply to the Real
Estate Securities Fund because it concentrates its investments in the real
estate industry. The current fundamental investment restriction regarding
industry concentration applicable to each Fund, other than the Real Estate
Securities Fund, provides that no Fund may:
"Purchase the securities of issuers conducting their principal activity in
a single industry if, immediately after such purchase, the value of its
investments in such industry would exceed 25% of its total assets taken at
market value at the time of such investment (except investments in
obligations of the U.S. Government or any of its agencies,
instrumentalities or authorities); provided, however, that the Fund may
invest all or part of its investable assets in an open-end investment
company with substantially the same investment objectives, policies and
restrictions as the Fund."
If Proposal 2 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for the Bond Fund and Mid-Cap Fund:
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"A Fund may not purchase securities if, after giving effect to the
purchase, more than 25% of its total assets would be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry (excluding the U.S. Government, its
agencies or instrumentalities)."
Phoenix believes that there is no substantive change involved in this
proposal. Phoenix does not believe that the reference to the ability to invest
in other investment companies is relevant to a concentration policy. The ability
of the Fund to invest in other investment companies is subject to limitations
under the 1940 Act.
PROPOSAL 3
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS
FOR EACH OF THE FUNDS REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of each Fund
approve a new fundamental investment restriction regarding borrowing. The
current fundamental investment restriction regarding borrowing states that no
Fund may:
"Borrow money, except that a Fund may borrow from banks or enter into
reverse repurchase agreements or dollar rolls up to one-third of the value
of its total assets (calculated when the loan is made) to take advantage of
investment opportunities and may pledge up to one-third of the value of its
total assets to secure such borrowings. Each Fund is also authorized to
borrow an additional 5% of its total assets without regard to the foregoing
limitations for temporary purposes such as the clearance of transactions
and share redemptions. For purposes of this investment restriction, short
sales, the purchase or sale of securities on a "when-issued," delayed
delivery or forward commitment basis, the purchase or sale of options,
futures contracts, and options on futures contracts, securities or indices
and collateral arrangements with respect thereto shall not constitute
borrowing."
If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing and purchasing
securities on margin:
"A Fund may not borrow money, except (i) in amounts not to exceed one-third
of the value of the Fund's total assets (including the amount borrowed)
from banks, and (ii) up to an additional 5% of its total assets from banks
or other lenders for temporary purposes. For purposes of this restriction,
(a) investment techniques such as margin purchases, short sales, forward
commitments, and roll transactions, (b) investments in instruments such as
futures contracts, swaps, and options and (c) short-term credits extended
in connection with trade clearance and settlement, shall not constitute
borrowing."
The proposed restriction is substantially similar to the current
restriction except that the proposed restriction does not contain a limitation
on the pledging of assets. The 1940 Act does not require a mutual fund to adopt
a fundamental investment restriction regarding the pledging of assets. The
proposed restriction is consistent with the limitations currently imposed on
borrowing by mutual funds under the 1940 Act.
PROPOSAL 4
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE
FUNDS REGARDING THE ISSUANCE OF SENIOR SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding the
issuance of senior securities. The current fundamental investment restriction
regarding senior securities provides that no Fund may:
"Issue senior securities, except as otherwise permitted by the Fund's
fundamental investment restrictions. For purposes of this restriction, the
issuance of shares of beneficial interest in multiple classes or series,
the purchase or sale of options, futures contracts, forward commitments and
reverse repurchase agreements entered into in accordance with the Fund's
investment policies or within the meaning of the Fund's fundamental
investment restriction on borrowing, are not deemed to be senior
securities."
If Proposal 4 is approved, this restriction will be replaced with the
following fundamental investment restriction:
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"A Fund may not issue "senior securities" in contravention of the 1940 Act.
Activities permitted by SEC exemptive orders or staff interpretations shall
not be deemed to be prohibited by this restriction."
The SEC through rulemaking and exemptive orders and the SEC staff through
interpretations have previously permitted mutual funds to engage in certain
practices and trading activities, subject to certain limitations, that could
otherwise be viewed as senior securities, including the issuance of multiple
classes of shares, futures and options transactions. The new restriction
applicable to the Funds provides that the Funds will be allowed to engage in
these activities to the extent permitted by the SEC or the SEC staff.
PROPOSAL 5
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH
OF THE FUNDS REGARDING UNDERWRITING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting states that no Fund may:
"Act as an underwriter with respect to the securities of other issuers,
except to the extent that in connection with the disposition of portfolio
securities, the Fund may be deemed to be an underwriter for purposes of the
1933 Act; provided, however, that the Fund may invest all or part of its
investable assets in an open-end investment company with substantially the
same investment objectives, policies and restrictions as the Fund."
If Proposal 5 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not underwrite the securities issued by other persons, except
to the extent that, in connection with the disposition of portfolio
securities, the Fund may be deemed to be an underwriter under applicable
law."
Phoenix believes there is no substantive change involved in this proposal.
The proposed investment restriction clarifies that a Fund would not violate the
restriction if it was deemed an underwriter as a result of the sale of its
portfolio securities under the 1933 Act or any other applicable law. Phoenix
does not believe that the reference to the ability to invest in other investment
companies is relevant to an underwriting policy.
PROPOSAL 6
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH
OF THE FUNDS REGARDING INVESTING IN REAL ESTATE
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in real estate. The current fundamental investment restriction
regarding investing in real estate states that no Fund may:
"Purchase or sell real estate except that the Fund may (i) acquire or lease
office space for its own use, (ii) invest in securities of issuers that
invest in real estate or interests therein, (iii) invest in securities that
are secured by real estate or interests therein, (iv) purchase and sell
mortgage-related securities and (v) hold and sell real estate acquired by
the Fund as a result of the ownership of securities."
If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell real estate, except that the Fund may (i)
acquire or lease office space for its own use, (ii) invest in securities of
issuers that invest in real estate or interests therein, (iii) invest in
mortgage-related securities and other securities that are secured by real
estate or interests therein, (iv) hold and sell real estate acquired by the
Fund as a result of the ownership of securities."
Phoenix believes there is no substantive change involved in this proposal.
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PROPOSAL 7
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
FOR EACH OF THE FUNDS REGARDING COMMODITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
commodities. The current fundamental investment restriction regarding
commodities provides that no Fund may:
"Invest in commodities, except that the Fund may purchase and sell options
on securities, securities indices and currency, futures contracts on
securities, securities indices and currency and options on such futures,
forward foreign currency exchange contracts (including, foreign currency
warrants, principal exchange rated linked securities, and performance
indexed paper), forward commitments, securities index put or call warrants
and repurchase agreements entered into in accordance with the Fund's
investment policies, subject to other restrictions applicable to the Fund."
If Proposal 7 is approved, this restriction would be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell commodities or commodity contracts, except
the Fund may purchase and sell derivatives (including, but not limited to,
options, futures contracts and options on futures contracts) whose value is
tied to the value of a financial index or a financial instrument or other
asset (including, but not limited to, securities indexes, interest rates,
securities currencies and physical commodities)."
The proposed restriction offers the Funds greater flexibility in that it
permits investments generally in financial derivatives as opposed to a specific
listing of permitted types of derivative investments. The proposed restriction
permits the Funds to purchase and sell derivatives that have a value tied to the
value of a financial index, financial instrument or other asset. These
derivatives include, for example, options, futures contracts and options on
futures contracts. While the use of derivatives can guard against potential
risks, it can eliminate some opportunities for gains. The main risk with
derivatives is that some types of derivatives can amplify a gain or loss,
potentially earning or losing substantially more money than the actual cost of
the derivative. With some derivatives, whether used for hedging or speculation,
there is also the risk that the counterparty may fail to honor its contract
terms, causing a loss for the Funds. Each Fund's ability to engage in futures
contracts and options on futures is subject to applicable rules of the Commodity
Futures Trading Commission ("CFTC"). Under current CFTC rules, a Fund would not
be permitted to enter into a futures transaction if it would cause the aggregate
amount of initial margin deposits and related option premiums for non-hedging
purposes to exceed 5% of the value of its assets.
PROPOSAL 8
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
FOR EACH OF THE FUNDS REGARDING LENDING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending states
that no Fund may:
"Make loans, except that the Fund may (1) lend portfolio securities in
accordance with the Fund's investment policies up to one-third of the
Fund's total assets taken at market value, (2) enter into repurchase
agreements, and (3) purchase all or a portion of an issue of debt
securities, bank loan participation interests, bank certificates of
deposit, bankers' acceptances, debentures or other securities, whether or
not the purchase is made upon the original issuance of the securities."
If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not make loans, except that the Fund may (i) lend portfolio
securities, (ii) enter into repurchase agreements, (iii) purchase all or a
portion of an issue of debt securities, bank loan participation interests,
bank certificates of deposit, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original issuance
of the securities and (iv) participate in an interfund lending program with
other registered investment companies."
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Under the current restriction on lending, a Fund is permitted to lend its
portfolio securities up to one-third of its total assets. The proposed lending
restriction applicable to the Funds does not contain any percentage limitation.
The staff of the SEC currently limits loans of portfolio securities to one-third
of a mutual fund's assets, including any collateral received from the loan. If
the SEC staff were to provide greater flexibility to mutual funds to engage in
securities lending in the future, the Funds would be able to take advantage of
that increased flexibility. The lending restriction applicable to a Fund would
also permit each Fund to participate in an interfund lending program with other
registered investment companies. The current restriction does not allow for
interfund lending. Phoenix does not currently intend to establish an interfund
lending program.
PROPOSAL 9
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING
THE PURCHASE OF SECURITIES ON MARGIN
The Board of Trustees has proposed that the shareholders of each Fund
eliminate the fundamental investment restriction regarding the purchase of
securities on margin. The current investment restriction provides that the Funds
may not:
"Purchase securities on margin (but the Funds may obtain such short-term
credits as may be necessary for the clearance of transactions); provided
that the deposit or payment of initial or variation margin in connection
with options or futures contracts is not considered the purchase of
securities on margin."
If Proposal 9 is approved, the Trustees intend to eliminate this
restriction. Phoenix believes this restriction was based on the requirements
formerly imposed by state "blue sky" regulations as a condition to registration.
These state law requirements are no longer applicable to mutual funds. Phoenix
does not presently anticipate that the elimination of this fundamental
investment restriction will have a material impact on the investment techniques
employed by the funds.
PROPOSAL 10
APPROVAL OF A NEW RULE 12B-1
DISTRIBUTION PLAN FOR CLASS B SHARES
(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF CLASS B SHARES)
On May 30, 2000, the Trust's Board of Trustees approved the adoption of a
new Distribution Plan under Rule 12b-1 of the 1940 Act for Class B shares of the
Trust (the "Proposed Class B Plan") subject to obtaining the approval of Class B
shareholders of each series of the Trust. The purpose of the Proposed Class B
Plan is to compensate and defray costs and expenses of Phoenix Equity Planning
Corporation ("PEPCO"), the Trust's principal distributor, for distribution
services related to selling Class B shares of the Trust, including payments to
broker/dealers and other financial institutions for services rendered in
connection with the sale and distribution of such shares ("Distribution
Activities"), and to compensate and defray costs and expenses of PEPCO for Class
B shareholder account servicing, assistance and maintenance ("Service Fees").
The Board of Trustees recommends approval of the Proposed Class B Plan.
The Board of Trustees previously adopted a plan of distribution for the
Trust's Class B shares (the "Existing Class B Plan"), which was approved by
shareholders on or about July 1, 1998. Shareholders are being asked to approve
the Proposed Class B Plan to effect a change from a reimbursement type plan to a
compensation type plan. The Proposed Class B Plan does not change the maximum
annual fee that may be paid to PEPCO under the Existing Class B Plan, although
the possibility exists that expenses incurred by PEPCO and for which it is
entitled to be reimbursed under the Existing Class B Plan could be less than the
fee PEPCO will receive under the Proposed Class B Plan. The change to a
compensation type plan is proposed to bring the Trust in line with industry
practice. Moreover, a compensation plan is significantly more efficient to
administer.
THE EXISTING CLASS B PLAN
Under the Existing Class B Plan, the Trust pays PEPCO a Service Fee at the
annual rate of .25% of the average daily net assets of Class B Shares and
reimburses PEPCO for expenses incurred for Distribution Activities at an annual
rate of up to .75% of the average daily net assets of Class B Shares. Amounts
reimbursable under the
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Existing Class B Plan that are not paid because they exceed the maximum fee
payable thereunder are carried forward and may be recovered in future years by
PEPCO from asset-based sales charges imposed on Class B shares, to the extent
that such charges do not exceed .75 of 1% per annum of the average daily net
assets of the Class B shares, and from contingent deferred sales charges
received from certain redeeming shareholders, subject to the limitation of Rule
2830 of the NASD Conduct Rules (the "NASD Rules"). The NASD Rules place an
annual limit of .25 of 1% on fees that may be imposed for the provision of
personal service and/or the maintenance of shareholder accounts (service fees)
and an annual limit of .75 of 1% on asset-based sales charges (as defined in the
NASD Rules). Pursuant to the NASD Rules, the aggregate deferred sales charges
and asset-based sales charges on Class B shares of the Trust may not, subject to
certain exclusions, exceed 6.25% of total gross sales of Class B shares.
The Existing Class B Plan may not be amended to increase materially the
amount to be spent for the services described therein without approval by a
majority of the holders of the Class B shares of the Trust. In addition, all
material amendments thereof must be approved by vote of a majority of the
Trustees, including a majority of those Trustees who are not interested persons
("Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of
voting on the plan. So long as the Existing Class B Plan is in effect, the
selection and nomination of the Rule 12b-1 Trustees will be committed to the
discretion of the Rule 12b-1 Trustees. The Existing Class B Plan may be
terminated at any time by the vote of a majority of the Rule 12b-1 Trustees or
by the vote of a majority of the outstanding Class B shares of the Trust (as
defined in the 1940 Act).
THE PROPOSED CLASS B PLAN
Both the Existing Class B Plan and the Proposed Class B Plan require the
Trust to pay PEPCO a Service Fee of .25 of 1% per annum of the average daily net
assets of the Class B shares. However, the Proposed Class B Plan differs from
the Existing Class B Plan in several respects; most importantly, it is a
compensation type plan. Under the Existing Class B Plan, the Trust reimburses
PEPCO for expenses actually incurred for Distribution Activities, up to a
maximum of .75 of 1% per annum of the average daily net assets of the Class B
shares. The Proposed Class B Plan authorizes the Trust to pay PEPCO the same
maximum annual fee for Distribution Activities as compensation for its
Distribution Activities, regardless of the expenses incurred by PEPCO for its
Distribution Activities. Consequently, if PEPCO's expenses are less than its
distribution and service fees, it will retain its full fees and realize a
profit. However, if PEPCO's expenses exceed the distribution and service fees
received under the Proposed Class B Plan, it will no longer carry forward such
amounts for reimbursement in future years. Since inception of the Existing Class
B Plan, the cumulative reimbursable expenses incurred thereunder by PEPCO have
exceeded the amounts reimbursed by the Trust. As of September 30, 1999, the
aggregate amount of distribution expenses incurred and not yet reimbursed by the
Trust or recovered through contingent deferred sales charges was approximately
$151,199. The Trust is not required to and will not pay PEPCO for the amount of
unreimbursed expenses remaining at such time as the Existing Class B Plan is
terminated or otherwise discontinued. For the fiscal year ended September 30,
1999, PEPCO received $121,864 from the Trust under the Existing Class B Plan,
representing a total of 1% of the average daily net assets of the Class B
shares. Since the maximum annual fee under the Existing Class B Plan is the same
as under the Proposed Class B Plan, PEPCO would have received the same annual
fee under the Proposed Class B Plan as it did under the Existing Class B Plan
for the same period.
One of the reasons it is appropriate to adopt the Proposed Class B Plan is
that compensation type plans are far more common in the marketplace than
reimbursement plans. According to an Abstract of Industry Data Regarding
Distribution Plans presented by Trust management, approximately 93% of the 12b-1
plans reviewed (representing about 91% of the total universe of mutual funds)
have compensation plans. Another significant benefit of compensation type plans,
such as the Proposed Class B Plan, over a reimbursement type plan, such as the
Existing Class B Plan, is the facilitation of administration and accounting.
Under reimbursement plans, all expenses must be specifically accounted for by
the distributor and attributed to the specific class of shares of a fund in
order to qualify for reimbursement. Although the Proposed Class B Plan will
continue to require quarterly reporting to the Board of Trustees of the amounts
accrued and paid under the Plan and of the expenses actually borne by the
distributor, there will be no need to match specific expenses to reimbursements
and no carrying forward of such amounts, as under the Existing Class B Plan.
Thus, the accounting for the Proposed Class B Plan would be simplified and the
timing of when expenditures are to be made by the distributor would not be an
issue. Currently, because the Existing Class B Plan is a reimbursement plan, the
Distributor devotes significant internal resources to properly determine those
expenses allocable to the Trust's Class B shares for reimbursement, the cost of
which is borne by the Trust and other funds for which PEPCO serves as
distributor. These considerations, combined with the fact that the cumulative
expenses incurred by PEPCO for Distribution Activities have exceeded the amounts
reimbursed by the Trust under the Existing Class B Plan, suggest that the costs
and efforts associated with a reimbursement plan are unwarranted.
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In considering whether to approve the Proposed Class B Plan, the Trustees
reviewed, among other things, the nature and scope of the services to be
provided by PEPCO, the amount of expenditures under the Existing Class B Plan,
including unreimbursed expenses from prior years, and comparative data with
respect to distribution arrangements adopted by other investment companies.
Based upon such review, the Trustees, including a majority of the 12b-1
Trustees, determined that there is a reasonable likelihood that the Proposed
Class B Plan will benefit the Trust, each of its series and its Class B
shareholders.
If approved by Class B shareholders, the Proposed Class B Plan will
continue in effect from year to year, provided such continuance is approved at
least annually by a vote of a majority of the Board of Trustees, including a
majority of the Rule 12b-1 Trustees.
PROPOSAL 11
APPROVAL OF A NEW RULE 12B-1
DISTRIBUTION PLAN FOR CLASS C SHARES
(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF CLASS C SHARES)
On May 30, 2000, the Trust's Board of Trustees approved the adoption of a
new Distribution Plan under Rule 12b-1 of the 1940 Act for Class C shares of the
Trust (the "Proposed Class C Plan") subject to obtaining the approval of Class C
shareholders of each series of the Trust. The purpose of the Proposed Class C
Plan is to compensate and defray costs and expenses of Phoenix Equity Planning
Corporation ("PEPCO"), the Trust's principal distributor, for distribution
services related to selling Class C shares of the Trust, including payments to
broker/dealers and other financial institutions for services rendered in
connection with the sale and distribution of such shares ("Distribution
Activities"), and to compensate and defray costs and expenses of PEPCO for Class
C shareholder account servicing, assistance and maintenance ("Service Fees").
The Board of Trustees recommends approval of the Proposed Class C Plan.
The Board of Trustees previously adopted a plan of distribution for the
Trust's Class C shares (the "Existing Class C Plan"), which was approved by
shareholders on or about July 1, 1998. Shareholders are being asked to approve
the Proposed Class C Plan to effect a change from a reimbursement type plan to a
compensation type plan. The Proposed Class C Plan does not change the maximum
annual fee that may be paid to PEPCO under the Existing Class C Plan, although
the possibility exists that expenses incurred by PEPCO and for which it is
entitled to be reimbursed under the Existing Class C Plan could be less than the
fee PEPCO will receive under the Proposed Class C Plan. The change to a
compensation type plan is proposed to bring the Trust in line with industry
practice. Moreover, a compensation plan is significantly more efficient to
administer.
THE EXISTING CLASS C PLAN
Under the Existing Class C Plan, the Trust pays PEPCO a Service Fee at the
annual rate of .25% of the average daily net assets of Class C Shares and
reimburses PEPCO for expenses incurred for Distribution Activities at an annual
rate of up to .75% of the average daily net assets of Class C Shares. Amounts
reimbursable under the Existing Class C Plan that are not paid because they
exceed the maximum fee payable thereunder are carried forward and may be
recovered in future years by PEPCO from asset-based sales charges imposed on
Class C shares, to the extent that such charges do not exceed .75 of 1% per
annum of the average daily net assets of the Class C shares, and from contingent
deferred sales charges received from certain redeeming shareholders, subject to
the limitation of Rule 2830 of the NASD Conduct Rules (the "NASD Rules"). The
NASD Rules place an annual limit of .25 of 1% on fees that may be imposed for
the provision of personal service and/or the maintenance of shareholder accounts
(service fees) and an annual limit of .75 of 1% on asset-based sales charges (as
defined in the NASD Rules). Pursuant to the NASD Rules, the aggregate deferred
sales charges and asset-based sales charges on Class C shares of the Trust may
not, subject to certain exclusions, exceed 6.25% of total gross sales of Class C
shares.
The Existing Class C Plan may not be amended to increase materially the
amount to be spent for the services described therein without approval by a
majority of the holders of the Class C shares of the Trust. In addition, all
material amendments thereof must be approved by vote of a majority of the
Trustees, including a majority of those Trustees who are not interested persons
("Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of
voting on the plan. So long as the Existing Class C Plan is in effect, the
selection and nomination of the Rule 12b-1 Trustees will be committed to the
discretion of the Rule 12b-1 Trustees. The Existing Class C Plan may be
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terminated at any time by the vote of a majority of the Rule 12b-1 Trustees or
by the vote of a majority of the outstanding Class C shares of the Trust (as
defined in the 1940 Act).
THE PROPOSED CLASS C PLAN
Both the Existing Class C Plan and the Proposed Class C Plan require the
Trust to pay PEPCO a Service Fee of .25 of 1% per annum of the average daily net
assets of the Class C shares. However, the Proposed Class C Plan differs from
the Existing Class C Plan in several respects; most importantly, it is a
compensation type plan. Under the Existing Class C Plan, the Trust reimburses
PEPCO for expenses actually incurred for Distribution Activities, up to a
maximum of .75 of 1% per annum of the average daily net assets of the Class C
shares. The Proposed Class C Plan authorizes the Trust to pay PEPCO the same
maximum annual fee for Distribution Activities as compensation for its
Distribution Activities, regardless of the expenses incurred by PEPCO for its
Distribution Activities. Consequently, if PEPCO's expenses are less than its
distribution and service fees, it will retain its full fees and realize a
profit. However, if PEPCO's expenses exceed the distribution and service fees
received under the Proposed Class C Plan, it will no longer carry forward such
amounts for reimbursement in future years. Since inception of the Existing Class
C Plan, the cumulative reimbursable expenses incurred thereunder by PEPCO have
exceeded the amounts reimbursed by the Trust. As of September 30, 1999, the
aggregate amount of distribution expenses incurred and not yet reimbursed by the
Trust or recovered through contingent deferred sales charges was approximately
$9,293. The Trust is not required to and will not pay PEPCO for the amount of
unreimbursed expenses remaining at such time as the Existing Class C Plan is
terminated or otherwise discontinued. For the fiscal year ended September 30,
1999, PEPCO received $19,789 from the Trust under the Existing Class C Plan,
representing a total of 1% of the average daily net assets of the Class C
shares. Since the maximum annual fee under the Existing Class C Plan is the same
as under the Proposed Class C Plan, PEPCO would have received the same annual
fee under the Proposed Class C Plan as it did under the Existing Class C Plan
for the same period.
One of the reasons it is appropriate to adopt the Proposed Class C Plan is
that compensation type plans are far more common in the marketplace than
reimbursement plans. According to an Abstract of Industry Data Regarding
Distribution Plans presented by Trust management, approximately 93% of the 12b-1
plans reviewed (representing about 91% of the total universe of mutual funds)
have compensation plans. Another significant benefit of compensation type plans,
such as the Proposed Class C Plan, over a reimbursement type plan, such as the
Existing Class C Plan, is the facilitation of administration and accounting.
Under reimbursement plans, all expenses must be specifically accounted for by
the distributor and attributed to the specific class of shares of a fund in
order to qualify for reimbursement. Although the Proposed Class C Plan will
continue to require quarterly reporting to the Board of Trustees of the amounts
accrued and paid under the Plan and of the expenses actually borne by the
distributor, there will be no need to match specific expenses to reimbursements
and no carrying forward of such amounts, as under the Existing Class C Plan.
Thus, the accounting for the Proposed Class C Plan would be simplified and the
timing of when expenditures are to be made by the distributor would not be an
issue. Currently, because the Existing Class C Plan is a reimbursement plan, the
Distributor devotes significant internal resources to properly determine those
expenses allocable to the Trust's Class C shares for reimbursement, the cost of
which is borne by the Trust and other funds for which PEPCO serves as
distributor. These considerations, combined with the fact that the cumulative
expenses incurred by PEPCO for Distribution Activities have exceeded the amounts
reimbursed by the Trust under the Existing Class C Plan, suggest that the costs
and efforts associated with a reimbursement plan are unwarranted.
In considering whether to approve the Proposed Class C Plan, the Trustees
reviewed, among other things, the nature and scope of the services to be
provided by PEPCO, the amount of expenditures under the Existing Class C Plan,
including unreimbursed expenses from prior years, and comparative data with
respect to distribution arrangements adopted by other investment companies.
Based upon such review, the Trustees, including a majority of the 12b-1
Trustees, determined that there is a reasonable likelihood that the Proposed
Class C Plan will benefit the Trust and its Class C shareholders.
If approved by Class C shareholders, the Proposed Class C Plan will
continue in effect from year to year, provided such continuance is approved at
least annually by a vote of a majority of the Board of Trustees, including a
majority of the Rule 12b-1 Trustees.
ADVISOR, SUBADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
Phoenix Investment Counsel, Inc. 56 Prospect Street, Hartford, Connecticut
06115-0480 is the investment adviser to each of the Funds. Seneca Capital
Management LLC, 909 Montgomery Street, San Francisco, California 94133 is the
investment subadviser to each of the Funds. Phoenix Equity Planning Corporation,
100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2000,
serves as the Trust's underwriter and as the Trust's financial agent.
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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.
Should any other matter requiring a vote of the shareholders of the Funds arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Funds and the shareholders of the Funds.
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 at its
principal executive offices within a reasonable time before the solicitation for
such meeting is made and must satisfy all other legal requirements.
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EXHIBIT A
CLASS B SHARES
RULE 12B-1 DISTRIBUTION PLAN
This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan")
has been adopted by the Class B shareholders of Phoenix-Seneca Funds (the
"Trust"), a Delaware business trust, on _________________, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act").
W H E R E A S:
The Trust is an open-end management investment company and is registered as
such under the Act. The Trust at present has three series which are currently
being offered, and the Board of Trustees may establish and offer additional
series in the future. Each series has a multi-class distribution system that
allows each series to offer investors the option of purchasing shares of
separate share classes. This Plan governs only the Class B Shares of each series
of the Trust. The Trust may, from time to time, distribute shares of any class
of any series through a contractual arrangement (the "Distribution Agreement")
with a principal distributor for such class of shares of such series duly
qualified to act on behalf of the Trust in such capacity (any such principal
distributor, the "Principal Distributor"), it being understood that the Trust
may change the Principal Distributor for any class of shares of any series from
time to time. The Board of Trustees, including a majority of the Qualified
Trustees (as defined in paragraph 5 herein), has determined to adopt the Plan.
In voting to approve the Plan, the Trustees have determined, in the exercise of
their reasonable business judgment and in light of their fiduciary duty, that
there is a reasonable likelihood that this Plan will benefit the Class B Shares
of each respective series of the Trust with respect to which this Plan will be
effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Trust hereby adopts
this Plan in accordance with Rule 12b-1 under the Act on the following terms and
conditions:
1. The Trust shall pay to each Principal Distributor of Class B Shares of
any series its "Allocable Portion," as hereinafter defined, of the distribution
fee allowable under the Rules of Conduct of NASD Regulation, Inc. (the "Rules of
Conduct") in respect of such Class of Shares of such series, consisting of a
distribution fee at the rate of three quarters of one percent (0.75%) per annum
of the average daily net asset value of such Class of Shares (the "Distribution
Fee") and a service fee at a rate of one quarter of one percent (0.25%) of the
average daily net asset value of such Class of Shares of such series of the
Trust. For purposes of applying the limitation set forth in the Rules of Conduct
on the maximum amount of the Distribution Fee payable in respect of the Class B
Shares of any series, the Trust hereby elects to add to six and one quarter
percent (6.25%) of the issue price of the Class B Shares, or such other
percentage as may be proscribed in such Rules of Conduct, interest thereon at
the rate of prime plus one percent per annum. A contingent deferred sales charge
("CDSC") also shall be payable by the holders of Class B Shares in the case of
early redemption of such Class B Shares.
2. The amounts set forth in paragraph 1 of this Plan shall be paid for the
Principal Distributor's services and expenses as distributor of the Class B
Shares of the Trust and may be spent by the Principal Distributor, in its
discretion, on, among other things, compensation to and expenses (including
overhead and telephone expenses) of account executives or other employees of the
Principal Distributor or of other broker-dealers who engage in or support
distribution of shares; printing of prospectuses and reports for other than
existing shareholders; advertising; preparation, printing and distribution of
sales literature; and allowances to other broker-dealers.
3. Any Distribution Agreement in respect of Class B Shares of any series
may provide that: (I) the Principal Distributor in respect of such Distribution
Agreement will be deemed to have fully earned its Allocable Portion of the
Distribution Fee payable in respect of Class B Shares of such series upon the
sale of each "Initial Issue Commission Share" (as hereinafter defined) of such
series taken into account in determining such Principal Distributor's Allocable
Portion of such Distribution Fee; (II) except as provided in (III) below, the
Trust's obligation to pay such Principal Distributor its Allocable Portion of
the Distribution Fee payable in respect of the Class B Shares of such series
shall be absolute and unconditional and shall not be subject to dispute, offset,
counterclaim or any defense whatsoever (it being understood that such provision
is not a waiver of the Trust's right to pursue such Principal Distributor and
enforce such claims against the assets of such Principal Distributor other than
its right to the Distribution Fees and CDSCs in respect of the Class B Shares of
such series); (III) the Trust's obligation to pay such Principal Distributor its
Allocable Portion of the Distribution Fee payable in respect of the Class B
Shares of
<PAGE>
such series shall not be terminated or modified except to the extent required by
a change in the Act or the Rules of Conduct enacted or promulgated after June 1,
2000 (a "Change-in-Applicable-Law"), or in connection with a "Complete
Termination" (as hereinafter defined) of this Plan in respect of the Class B
Shares of such series; (IV) the Trust will not waive or change any CDSC in
respect of the Class B Shares of such series, except as provided in the Trust's
Prospectus or statement of additional information without the consent of the
Principal Distributor (or its assigns); (V) except to the extent required by a
Change-in-Applicable-Law, neither the termination of such Principal
Distributor's role as principal distributor of the Class B Shares of such
series, nor the termination of such Distribution Agreement nor the termination
of this Plan will terminate such Principal Distributor's right to its Allocable
Portion of the CDSCs in respect of Class B Shares of such series sold prior to
such termination; (VI) except as provided in the Trust's Prospectus and
statement of additional information, until such Principal Distributor has been
paid its Allocable Portion of the Distribution Fees in respect of the Class B
Shares of such series, the Trust will not adopt a plan of liquidation in respect
of such series without the consent of such Principal Distributor (or its
assigns); and (VII) such Principal Distributor may sell and assign its rights to
its Allocable Portion of the Distribution Fees and CDSCs (but not such Principal
Distributor's obligations to the Trust under the Distribution Agreement) to
raise funds to make the expenditures related to the distribution of Class B
Shares of such series and in connection therewith, upon receipt of notice of
such sale and assignment, the Trust shall pay to the purchaser or assignee such
portion of the Principal Distributor's Allocable Portion of the Distribution
Fees in respect of the Class B Shares of such series so sold or assigned. For
purposes of this Plan, the term "Allocable Portion" means, in respect of
Distribution Fees payable in respect of the Class B Shares of any series as
applied to any Principal Distributor, the portion of such Distribution Fees and
CDSCs allocated to such Principal Distributor in accordance with the Allocation
Schedule (as hereinafter defined). For purposes of this Plan, the term "Complete
Termination" of this Plan means, in respect of any series, a termination of this
Plan involving the cessation of payments of Distribution Fees hereunder in
respect of Class B Shares of such series and the cessation of payments of
distribution fees pursuant to every other rule 12b-1 plan of the Trust in
respect of such series for every future class of shares which, in the good faith
determination of the Board of Trustees of the Trust, has substantially similar
economic characteristics to the Class B Shares taking into account the total
sales charge, contingent deferred sales charge and other similar charges, it
being understood that the existing Class A Shares and the existing Class C
Shares do not have substantially similar economic characteristics to the Class B
Shares. For purposes of this Plan, the term "Allocation Schedule" means, in
respect of the Class B Shares of any series, a schedule which shall be approved
in the same manner as this Plan as contemplated by Section 5 hereof for
assigning to each Principal Distributor of Class B Shares of such series the
portion of the total Distribution Fees payable by the Trust in respect of the
Class B Shares of such series which has been earned by such Principal
Distributor, which shall be attached to and become a part of any Distribution
Agreement in respect of Class B Shares. For purposes of clause (I) of the first
sentence of this Section 3, the term "Initial Issue Commission Share" shall
mean, in respect of any series, a Class B Share which is a Commission Share
issued by such series under circumstances other than in connection with a
permitted free exchange with another fund. For purposes of the foregoing
definition a "Commission Share" shall mean, in respect of any series, each Class
B Share of such series which is issued under circumstances which would normally
give rise to an obligation of the holder of such Class B Share to pay a CDSC
upon redemption of such Share, including, without limitation, any Class B Share
of such Fund issued in connection with a permitted free exchange, and any such
Class B Share shall not cease to be a Commission Share prior to the redemption
(including a redemption in connection with a permitted free exchange) or
conversion even though the obligation to pay the CDSC shall have expired or
conditions for thereof still exist.
4. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding voting securities
of Class B Shares of the Series. With respect to the submission of this Plan for
such a vote, it shall have been effectively approved with respect to Class B
Shares of any series if a majority of the outstanding voting securities of Class
B Shares of that series votes for the approval of this Plan, notwithstanding
that: (1) this Plan has not been approved by a majority of the outstanding
voting securities of Class B Shares of any other series, or (2) the matter has
not been approved by a majority of the outstanding voting securities of Class B
Shares of the Trust.
5. This Plan shall become effective with respect to the Class B Shares of
a series upon approval, together with any related agreements, by a majority vote
of both (i) the Board of Trustees and (ii) those Trustees who are not
"interested persons" of the Trust (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called for
the purpose of voting on this Plan and such related agreements.
6. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 5 herein.
A-2
<PAGE>
7. In each year that this Plan remains in effect, any person authorized to
direct the disposition of monies paid or payable by the Trust pursuant to this
Plan or any related agreement shall prepare and furnish to the Board and the
Board shall review, at least quarterly, written reports, complying with the
requirements of Rule 12b-1 under the Act, of the amounts expended under this
Plan and purposes for which such expenditures were made.
8. This Plan may be terminated at any time with respect to the Class B
Shares of any series by a majority vote of the Qualified Trustees or by vote of
a majority of the outstanding voting securities of Class B Shares of that
series. This Plan may remain in effect with respect to the Class B Shares of a
series even if it has been terminated in accordance with this paragraph with
respect to one or more other series of the Trust.
9. This Plan may not be amended in order to increase materially the amount
of distribution expenses provided for in paragraph 1 herein unless such
amendment is approved by a majority (as defined in the Act) of the outstanding
voting securities of Class B Shares and no material amendment to this Plan shall
be made unless approved in the manner provided in paragraph 5 herein.
10. While this Plan shall be in effect, the selection and nomination of
Trustees who are not interested persons of the Trust (as defined in the Act)
shall be committed to the discretion of the Trustees then in office who are not
interested persons of the Trust.
The Trust shall preserve copies of this Plan and any related agreements and
all reports made pursuant to paragraph 7 herein, for a period of not less than
six years from the date of this Plan, or the agreements or such report, as the
case may be, the first two years in an easily accessible place.
Notice is hereby given that this Plan is adopted on behalf of the Trust,
and not by the Trustees or officers of the Trust individually, and the
obligations of or arising out of this Plan are not binding upon the Trustees,
officers or shareholders of the Trust individually but are binding only upon the
assets and property of the Trust. Notice is hereby given that the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series of the Trust shall be enforceable
against the assets of such series only, and not against the assets of the Trust
generally.
A-3
<PAGE>
EXHIBIT B
CLASS C SHARES
RULE 12B-1 DISTRIBUTION PLAN
This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan")
has been adopted by the Class C shareholders of Phoenix-Seneca Funds (the
"Trust"), a Delaware business trust, on _________________, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act").
W H E R E A S:
The Trust is an open-end management investment company and is registered as
such under the Act. The Trust, at present, has three series which are currently
being offered, and the Board of Trustees may establish and offer additional
series in the future. Each series has a multi-class distribution system that
allows each series to offer investors the option of purchasing shares of
separate share classes. This Plan governs only the Class C Shares of each series
of the Trust. The Trust may, from time to time, distribute shares of any class
of any series through a contractual arrangement (the "Distribution Agreement")
with a principal distributor for such class of shares of such series duly
qualified to act on behalf of the Trust in such capacity (any such principal
distributor, the "Principal Distributor"), it being understood that the Trust
may change the Principal Distributor for any class of shares of any series from
time to time. The Board of Trustees, including a majority of the Qualified
Trustees (as defined in paragraph 4 herein), has determined to adopt the Plan.
In voting to approve the Plan, the Trustees have determined, in the exercise of
their reasonable business judgment and in light of their fiduciary duty, that
there is a reasonable likelihood that this Plan will benefit the Class C Shares
of each respective series the Trust with respect to which this Plan will be
effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Trust hereby adopts
this Plan in accordance with Rule 12b-1 under the Act on the following terms and
conditions:
1. The Trust shall pay to each Principal Distributor of Class C Shares of
any series a distribution fee at the rate of three quarters of one percent
(0.75%) per annum of the average daily net asset value of such Class of Shares
of such series (the "Distribution Fee") and a service fee at a rate of one
quarter of one percent (0.25%) of the average daily net asset value of such
Class of Shares of such series of the Trust. The fee is paid to financial
services firms including National Association of Securities Dealers, Inc.
("NASD") member firms for continuous personal service by such firms to investors
in such Class C Shares.
2. The amounts set forth in paragraph 1 of this Plan shall be paid for the
Principal Distributor's services and expenses as distributor of the Class C
Shares of the Trust and may be spent by the Principal Distributor, in its
discretion, on, among other things, compensation to and expenses (including
overhead and telephone expenses) of account executives or other employees of the
Principal Distributor or of other broker-dealers who engage in or support
distribution of shares; printing of prospectuses and reports for other than
existing shareholders; advertising; preparation, printing and distribution of
sales literature; and allowances to other broker-dealers.
3. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding voting securities
of Class C Shares of the Series. With respect to the submission of this Plan for
such a vote, it shall have been effectively approved with respect to Class C
Shares of any series if a majority of the outstanding voting securities of Class
C Shares of that series votes for the approval of this Plan, notwithstanding
that: (1) this Plan has not been approved by a majority of the outstanding
voting securities of Class C Shares of any other series, or (2) the matter has
not been approved by a majority of the outstanding voting securities of Class C
Shares of the Trust.
4. This Plan shall become effective with respect to the Class C Shares of
a series upon approval, together with any related agreements, by a majority vote
of both (i) the Board of Directors and (ii) those Directors who are not
"interested persons" of the Trust (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Qualified Directors"), cast in person at a meeting called
for the purpose of voting on this Plan and such related agreements.
5. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 4 herein.
6. In each year that this Plan remains in effect, any person authorized to
direct the disposition of monies paid or payable by the Trust pursuant to this
Plan or any related agreement shall prepare and furnish to the Board and the
<PAGE>
Board shall review, at least quarterly, written reports, complying with the
requirements of Rule 12b-1 under the Act, of the amounts expended under this
Plan and purposes for which such expenditures were made.
7. This Plan may be terminated at any time with respect to the Class C
Shares of any series by a majority vote of the Qualified Directors or by vote of
a majority of the outstanding voting securities of Class C Shares of that
series.
8. This Plan may not be amended in order to increase materially the amount
of distribution expenses provided for in paragraph 1 herein unless such
amendment is approved by a majority (as defined in the Act) of the outstanding
voting securities of Class C Shares of any series and no material amendment to
this Plan shall be made unless approved in the manner provided in paragraph 4
herein.
9. While this Plan shall be in effect, the selection and nomination of
Directors who are not interested persons of the Trust (as defined in the Act)
shall be committed to the discretion of the Directors then in office who are not
interested persons of the Trust.
The Trust shall preserve copies of this Plan and any related agreements and
all reports made pursuant to paragraph 6 herein, for a period of not less than
six years from the date of this Plan, or the agreements or such report, as the
case may be, the first two years in an easily accessible place.
Notice is hereby given that this Plan is adopted on behalf of the Trust,
and not by the Trustees or officers of the Trust individually, and the
obligations of or arising out of this Plan are not binding upon the Trustees,
officers or shareholders of the Trust individually but are binding only upon the
assets and property of the Trust. Notice is hereby given that the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series of the Trust shall be enforceable
against the assets of such series only, and not against the assets of the Trust
generally.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND
THAT THE SHAREHOLDERS APPROVE EACH OF THE PROPOSALS.
ADVISOR, SUBADVISOR, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
Phoenix Investment Counsel, Inc. 56 Prospect Street, Hartford, Connecticut
06115-0480 is the investment adviser to each of the Funds. Seneca Capital
Management LLC, 909 Montgomery Street, San Francisco, California 94133 is the
investment subadviser to each of the Funds. Phoenix Equity Planning Corporation,
100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2000,
serves as the Trust's underwriter and as the Trust's financial agent.
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.
Should any other matter requiring a vote of the shareholders of the Funds arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Funds and the shareholders of the Funds.
B-2
<PAGE>
PXP468
<PAGE>
PHOENIX-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
September 14, 2000
PHOENIX-SENECA BOND FUND
PROXY
The undersigned shareholder of Phoenix-Seneca Bond Fund (the "Fund"), a
series 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 Gail P. Seneca and Pamela S. Sinofsky, and each of them, proxies and
attorneys of the undersigned, with power of substitution to each, for and in the
name of the undersigned to vote and act upon all matters (unless and except as
expressly limited below) at the Special Meeting of Shareholders of the Fund to
be held on September 14, 2000 at the offices of Phoenix Equity Planning
Corporation, 101 Munson Street, Greenfield, Massachusetts, and at any and all
adjournments thereof, with respect to all shares of the Fund for which the
undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE 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 PROPOSALS FOR PHOENIX-SENECA BOND FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. To amend the fundamental restriction regarding For Against Abstain
senior securities. [ ] [ ] [ ]
5. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
6. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
commodities. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
9. To eliminate the fundamental restriction For Against Abstain
regarding the purchase of securities on margin. [ ] [ ] [ ]
CLASS B SHAREHOLDERS
10. To approve a new Rule 12b-1 Distribution Plan for For Against Abstain
Class B Shares. [ ] [ ] [ ]
CLASS C SHAREHOLDERS
11. To approve a new Rule 12b-1 Distribution Plan for For Against Abstain
Class C Shares. [ ] [ ] [ ]
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE>
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
<PAGE>
PHOENIX-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
September 14, 2000
PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
PROXY
The undersigned shareholder of Phoenix-Mid-Cap "EDGE" (SM) Fund (the
"Fund"), a series 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 Gail P. Seneca and Pamela S. Sinofsky, and each
of them, proxies and attorneys of the undersigned, with power of substitution to
each, for and in the name of the undersigned to vote and act upon all matters
(unless and except as expressly limited below) at the Special Meeting of
Shareholders of the Fund to be held on September 14, 2000 at the offices of
Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide instructions
or with respect to which the undersigned would be entitled to provide
instructions or act with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
below. Any proxies heretofore given by the undersigned with respect to said
meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE 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 PROPOSALS FOR PHOENIX-SENECA MID-CAP "EDGE"(SM) FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. To amend the fundamental restriction regarding For Against Abstain
senior securities. [ ] [ ] [ ]
5. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
6. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
commodities. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
9. To eliminate the fundamental restriction For Against Abstain
regarding the purchase of securities on margin. [ ] [ ] [ ]
CLASS B SHAREHOLDERS
10. To approve a new Rule 12b-1 Distribution Plan for For Against Abstain
Class B Shares. [ ] [ ] [ ]
CLASS C SHAREHOLDERS
11. To approve a new Rule 12b-1 Distribution Plan for For Against Abstain
Class C Shares. [ ] [ ] [ ]
</TABLE>
<PAGE>
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
<PAGE>
PHOENIX-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
September 14, 2000
PHOENIX-SENECA REAL ESTATE SECURITIES FUND
PROXY
The undersigned shareholder of Phoenix-Real Estate Securities Fund (the
"Fund"), a series 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 Gail P. Seneca and Pamela S. Sinofsky, and each
of them, proxies and attorneys of the undersigned, with power of substitution to
each, for and in the name of the undersigned to vote and act upon all matters
(unless and except as expressly limited below) at the Special Meeting of
Shareholders of the Fund to be held on September 14, 2000 at the offices of
Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide instructions
or with respect to which the undersigned would be entitled to provide
instructions or act with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
below. Any proxies heretofore given by the undersigned with respect to said
meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE 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 PROPOSALS FOR PHOENIX-SENECA REAL ESTATE SECURITIES FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. (Not applicable to this Fund)
2. (Not applicable to this Fund)
3. To amend the fundamental restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. To amend the fundamental restriction regarding For Against Abstain
senior securities. [ ] [ ] [ ]
5. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
6. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
commodities. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
9. To eliminate the fundamental restriction For Against Abstain
regarding the purchase of securities on margin. [ ] [ ] [ ]
CLASS B SHAREHOLDERS
10. To approve a new Rule 12b-1 Distribution Plan for For Against Abstain
Class B Shares. [ ] [ ] [ ]
CLASS C SHAREHOLDERS
11. To approve a new Rule 12b-1 Distribution Plan for For Against Abstain
Class C Shares. [ ] [ ] [ ]
</TABLE>
<PAGE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
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Signature (PLEASE SIGN WITHIN BOX) Date
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Signature (Joint Owners) Date
