SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or
ss. 240.14a-12
PHOENIX-EUCLID 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:
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transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a) (2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or and the date of its filing.
1) Amount Previously Paid:
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3) Filing Party:
4) Date Filed:
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PHOENIX-EUCLID MARKET NEUTRAL FUND
A SERIES OF
PHOENIX-EUCLID FUNDS
900 THIRD AVENUE
31ST FLOOR
NEW YORK, NEW YORK 10022
1 (800) 243-1574
----------------------------
August 24, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the October 12, 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 shareholders to approve changes to the Fund's fundamental
investment restrictions as part of our effort to integrate all of our mutual
Funds. We do not presently anticipate that these changes will have any material
impact on the investment techniques employed by the Fund. We are also asking
shareholders to ratify the selection of PricewaterhouseCoopers as the Fund's
independent public accountants.
The Board of Trustees believes that the proposed changes to the
fundamental investment restrictions and the approval of PricewaterhouseCoopers
are in the best interests of the shareholders and has unanimously recommended
that shareholders approve the proposals 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,
Martin E. Zweig
President
<PAGE>
PHOENIX-EUCLID MARKET NEUTRAL FUND
A SERIES OF
PHOENIX-EUCLID FUNDS
900 THIRD AVENUE
31ST FLOOR
NEW YORK, NEW YORK 10022
1 (800) 243-1574
------------------------
Notice of Special Meeting of Shareholders to be held October 12, 2000
------------------------
To The Shareholders:
Phoenix-Euclid Funds, a Delaware business trust (the "Trust"), will
hold a special meeting of shareholders of Phoenix-Euclid Market Neutral Fund
(the "Fund") at the offices of Phoenix Equity Planning Corporation, 101 Munson
Street, Greenfield, Massachusetts 01301 on October 12, 2000 at 2:00 p.m., local
time, for the following purposes:
1. To amend the fundamental investment restriction of the Fund
regarding concentration.
2. To amend the fundamental investment restriction of the Fund
regarding diversification.
3. To amend the fundamental investment restriction of the Fund
regarding investing in real estate.
4. To amend the fundamental investment restriction of the Fund
regarding lending.
5. To amend the fundamental investment restriction of the Fund
regarding the issuance of senior securities.
6. To amend the fundamental investment restriction of the Fund
regarding underwriting.
7. To amend the fundamental investment restriction of the Fund
regarding commodities.
8. To amend the fundamental investment restriction of the Fund
regarding borrowing.
9. To ratify or reject the selection of PricewaterhouseCoopers LLP,
independent accountants, to audit financial statements of the Fund.
10. 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 the Fund at the close of business on August 14, 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
<PAGE>
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-Euclid Funds,
MARC BALTUCH
Secretary
<PAGE>
PHOENIX-EUCLID MARKET NEUTRAL FUND
A SERIES OF
PHOENIX-EUCLID FUNDS
900 THIRD AVENUE
31st FLOOR
NEW YORK, NEW YORK 10022
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-Euclid Funds (the "Trust") of
proxies to be used at a meeting of the shareholders of Phoenix-Euclid Market
Neutral Fund (the "Fund"), and at any adjournment(s) thereof.
The purpose of the meeting is to consider changes to the fundamental
investment restrictions of the Fund and to ratify the selection of
PricewaterhouseCoopers as the independent public accountants of the Fund. The
proposed changes to its fundamental investment restrictions will not change the
Fund's investment objective or principal investment strategy.
This Proxy Statement and the enclosed form of proxy are first being
mailed to shareholders on or about August 24, 2000.
VOTING INFORMATION
Shareholders of record of the Fund at the close of business on August
14, 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 the
Fund and the votes represented by such shares as of the record date:
CLASS SHARES OUTSTANDING VOTES
Class A shares
Class B shares
Class C shares
Class I shares
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 the Fund will vote separately on each of the nine proposals, with all classes
of the Fund voting together. The holders of thirty-three and one-third percent
of the outstanding shares of the Fund entitled to vote shall constitute a quorum
for the meeting. A quorum being present, the approval of each proposal by the
Fund requires the vote of the lesser of (i) 67% or more of the eligible votes of
the Fund present at the meeting if more than 50% of the eligible votes of the
Fund are present in person or by proxy or (ii) more than 50% of the eligible
votes of the Fund. For purposes of this proxy statement, the Investment Company
Act of 1940, as amended (the "1940 Act") includes rules and regulations of the
SEC issued under that Act.
1
<PAGE>
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 intends to use one or
more outside proxy solicitation firms to assist with the mailing and tabulation
effort and any special personal solicitation of proxies. Banks, brokers,
fiduciaries and nominees will, upon request, be reimbursed by the 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
2
<PAGE>
solicitation firm, has been engaged by the Trust to act as solicitor and will
receive fees estimated at $______, plus reimbursement of out-of-pocket expenses.
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 August __, 2000 with
respect to each person who beneficially owns 5% or more of any class of a Fund's
equity securities.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
VOTES PERCENT OF
NAME OF SHAREHOLDER CLASS OF SHARES REPRESENTED CLASS
</TABLE>
As of August __, 2000, the Trustees and officers as a group owned __%
of the class __shares of the Fund and less than 1% of any other class of the
Fund.
A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX
EQUITY PLANNING CORPORATION, 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 1-8)
Proposals 1-8 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 Delaware business trusts, 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.
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 Fund.
3
<PAGE>
PROPOSAL 1
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING INDUSTRY CONCENTRATION
The Board of Trustees has proposed that the shareholders approve an
amendment to the fundamental investment restriction regarding industry
concentration. The current fundamental investment restriction regarding industry
concentration applicable to the Fund, provides that the Fund may not:
"Purchase the securities of issuers conducting their principal
business activities in the same industry if immediately after
such purchase the value of the Fund's investments in such
industry would be 25% or more of the value of its total assets
(there is no such limitation with respect to obligations of
the U.S. Government, its agencies or instrumentality's or with
respect to investments in other investment companies complying
with such policy)."
If Proposal 1 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for the Fund:
"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 2
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING DIVERSIFICATION
The Board of Trustees has proposed that the shareholders approve an
amendment to the fundamental investment restriction regarding diversification.
The current fundamental investment restriction regarding diversification
applicable to the Fund, provides that the Fund may not:
"With respect to 75% of the Fund's assets, purchase the
securities of any one issuer if immediately after such
purchase (i) more than 5% of the value of the Fund's total
assets would be invested in such issuer or (ii) the Fund would
own more than 10% of the outstanding voting securities of such
issuer. (Such limitations do not apply to securities issued by
the U.S. Government, its agencies or instrumentality's or with
respect to investments in other investment companies complying
with such policy)."
If Proposal 2 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification:
"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."
4
<PAGE>
The new requirements provide that the restriction does not apply to any
investments by the Fund in other investment companies, regardless of the
diversification of the other investment companies. However, under another
section of the 1940 Act, mutual funds face substantial restrictions on
investments in other registered investment companies. Phoenix does not presently
anticipate that the change in this restriction will have a material impact on
the investment techniques employed by the Fund.
PROPOSAL 3
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING INVESTING IN REAL ESTATE
The Board of Trustees has proposed that the shareholders of the 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 the Fund may not:
"Invest in real estate, provided that this limitation shall
not prohibit the purchase of securities issued by companies
that invest in real estate or interests therein, including
real estate investment trusts."
If Proposal 3 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."
The proposed restriction would clarify that the Fund is permitted to
acquire or lease office space for its own use, although it is not anticipated
that the Fund will do so. The proposed restriction would also permit a Fund to
hold and sell real estate acquired as a result of the ownership of securities
(for example as the holder of a bond in a company that had gone into
bankruptcy).
PROPOSAL 4
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING LENDING
The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending states
that the Fund may not:
"Make loans, except that this restriction shall not prohibit
the purchase and holding of a portion of an issue of publicly
distributed debt securities, the lending of portfolio
securities (if the aggregate value of the loaned securities
does not at any time exceed one-third of the total assets of
the Fund), or the entry into repurchase agreements."
If Proposal 4 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
5
<PAGE>
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."
Under the current restriction on lending, the Fund is permitted to lend
its portfolio securities up to one-third of its total assets. The proposed
lending restriction applicable to the Fund 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 Fund would be able to take
advantage of that increased flexibility. The lending restriction applicable to
the Fund would also permit the 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 5
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING THE ISSUANCE OF
SENIOR SECURITIES
The Board of Trustees has proposed that the shareholders of the 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 the Fund may not:
"Issue "senior securities," except as permitted under the
Investment Company Act of 1940."
If Proposal 5 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"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 Fund provides that the Fund will be allowed to
engage in these activities to the extent permitted by the SEC or the SEC staff.
PROPOSAL 6
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING UNDERWRITING
The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting states that the Fund may not:
"Act as an underwriter, except that the Fund technically may
be deemed to be an underwriter in a registration under the
Securities Act of 1933 to resell restricted securities."
If Proposal 6 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."
6
<PAGE>
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 Securities Act of 1933, as amended, or any
other applicable law.
PROPOSAL 7
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING COMMODITIES
The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding
commodities. The current fundamental investment restriction regarding
commodities provides that the Fund may not:
"Invest in physical commodities or commodity contracts:
provided that this limitation shall not prevent the Fund from
purchasing and selling futures contracts and options."
If Proposal 7 is approved, this restriction will 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 Fund 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 Fund 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 gain. The main risk with
derivatives is that some types of derivatives can amplify a gain or loss,
potentially earning or losing substantially more money that 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 Fund. The 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, the Fund would
not be permitted to enter into a futures transactions if it would cause the
aggregate amount of initial margin deposit 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 REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of the Fund
approve a new fundamental investment restriction regarding borrowing. The
current fundamental investment restriction regarding borrowing states that the
Fund may not:
"Borrow money in excess of 20% of its total assets taken at
cost or at market value, whichever is lower, and then only
from banks as a temporary measure for extraordinary or
emergency purposes. If such borrowings exceed 5% of the Fund's
total assets, the Fund will make no further investments until
such borrowing is repaid. (Short sales and related borrowings
of securities are not subject to these restrictions.)"
7
<PAGE>
If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing:
"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 consistent with the limitations currently
imposed on borrowing by mutual funds under the 1940 Act. If the proposal is
adopted, the Fund will have greater flexibility to borrow money in that the Fund
will be able to borrow for any purpose up to one-third of the total assets
(including the amount borrowed) from banks, plus an additional 5% of its total
assets from banks or other lenders for temporary purposes. Any borrowing would
exaggerate the effect on the Fund's net asset value resulting from any increase
or decrease in the market price of securities in the Fund's portfolio and,
therefore, may increase the volatility of the Fund. Money borrowed will be
subject to interest and other costs. These costs may exceed the gain on
securities purchased with borrowed funds.
PROPOSAL 9
TO RATIFY OR REJECT THE SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Trustees (including
all of the Trustees who are not interested persons of the Fund) have selected
PricewaterhouseCoopers LLP, independent accountants, to audit financial
statements of the Fund filed with the Securities and Exchange Commission and
other regulatory authorities. The Fund has been advised that neither such firm
nor any of its partners has any financial interest in the Fund. The selection of
auditors is subject to ratification or rejection by the shareholders at the
meeting.
A representative of PricewaterhouseCoopers LLP, auditors for the Fund
for the fiscal year ended December 31, 1999, is not expected to be present at
the meeting.
The Fund's auditors examine the financial statements of the Fund
annually, issue a report on internal controls and procedures for inclusion in
Securities and Exchange Commission filings for the year, review the Fund's
semi-annual financial statements and prepare or review the Fund's income tax
returns.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHAREHOLDERS APPROVE EACH OF THE PROPOSALS.
ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
Euclid Advisors LLC, 900 Third Avenue, New York, New York 10022 is the
investment adviser to the Fund. 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 Fund arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Fund and the shareholders of the Fund.
8
<PAGE>
The Fund does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Trustees of
the Trust unless and until such time as less than a majority of the Trustees
holding office have been elected by the shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of the Fund should send their written
submissions to the principal executive offices of the Fund at 101 Munson Street,
Greenfield, Massachusetts 01301.
9
<PAGE>
PHOENIX-EUCLID FUNDS
900 Third Avenue
31st Floor
New York, New York 10022
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 12, 2000
PHOENIX-EUCLID MARKET NEUTRAL FUND
PROXY
The undersigned shareholder of Phoenix-Euclid Market Neutral Fund (the
"Fund"), a series of Phoenix-Euclid Funds (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Martin E. Zweig 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 October 12, 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-EUCLID MARKET NEUTRAL FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To amend the fundamental restriction For Against Abstain
regarding concentration.
[ ] [ ] [ ]
2. To amend the fundamental regarding For Against Abstain
diversification.
[ ] [ ] [ ]
3. To amend the fundamental restriction For Against Abstain
regarding investing in real estate.
[ ] [ ] [ ]
4. To amend the fundamental restriction For Against Abstain
regarding lending.
[ ] [ ] [ ]
5. To amend the fundamental restriction For Against Abstain
regarding senior securities.
[ ] [ ] [ ]
6. To amend the fundamental restriction For Against Abstain
regarding underwriting.
[ ] [ ] [ ]
7. To amend the fundamental restriction For Against Abstain
regarding commodities.
[ ] [ ] [ ]
8. To amend the fundamental restriction For Against Abstain
regarding borrowing.
[ ] [ ] [ ]
9. To ratify the selection of For Against Abstain
PricewaterhouseCoopers LLP as auditors.
[ ] [ ] [ ]
</TABLE>
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
