SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__)
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
Conseco Strategic Income Fund
(Name of Registrant as Specified In Its Charter)
(name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|__| 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
[CONSECO LOGO]
CONSECO STRATEGIC INCOME FUND
11815 NORTH PENNSYLVANIA STREET
CARMEL, INDIANA 46032
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 19, 2000
To our Shareholders:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Conseco
Strategic Income Fund (the "Fund"), will be held at the Conseco Conference
Center, 530 College Drive, Carmel, Indiana, at 11:00 a.m., local time on October
19, 2000. The following proposals will be voted on at the Meeting:
1. To elect two (2) Trustees to serve for terms ending in 2003
(Proposal No. 1);
2. To ratify the selection of PricewaterhouseCoopers LLP as the
Fund's independent auditors (Proposal No. 2); and
3. To transact such other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
Only shareholders of record at the close of business on August 16, 2000
are entitled to notice of, and to vote at, this Meeting or any adjournment
thereof.
By Order of the Trustees
William P. Kovacs, Secretary
August 29, 2000
Carmel, Indiana
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN
ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
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<PAGE>
[CONSECO LOGO]
CONSECO STRATEGIC INCOME FUND
11815 NORTH PENNSYLVANIA STREET
CARMEL, INDIANA 46032
PROXY STATEMENT
This Proxy Statement is furnished to shareholders in connection with the
solicitation of proxies by the Board of Trustees of Conseco Strategic Income
Fund (the "Fund") for the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at the Conseco Conference Center, 530 College Drive, Carmel, Indiana
on October 19, 2000, at 11:00 a.m., local time, (and at any adjournments
thereof), for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders.
Shareholders of record at the close of business on August 16, 2000 are
entitled to be present and to vote at the Annual Meeting. Each share of
beneficial interest of the Fund is entitled to one vote and each fractional
share shall be entitled to a proportionate fractional vote, except that shares
held in the treasury of the Fund as of the record date shall not be voted.
Shares represented by executed and unrevoked proxies will be voted in accordance
with the specifications made thereon. Executed proxies that are unmarked will be
voted in favor of the nominees for trustee; in accordance with the
recommendation of the Board of Trustees as to all other proposals described in
the Proxy Statement and, at the discretion of the proxyholders, on any other
matter that may properly have come before the Annual Meeting or any adjournments
thereof.
If the enclosed form of proxy is executed and returned, it nevertheless
may be revoked by another proxy or by letter or telegram directed to the Fund.
To be effective, such revocation must be received prior to the meeting and
indicate the shareholder's name. In addition, any shareholder who attends the
meeting in person may vote by ballot at the meeting, thereby canceling any proxy
previously given. The solicitation of proxies will be made primarily by mail.
Authorization to execute proxies may be obtained by telephonic or electronically
transmitted instructions.
The holders of a majority of the Shares issued and outstanding and
entitled to vote present in person or represented by proxy shall be requisite
and shall constitute a quorum for the transaction of business. In the absence of
a quorum, the Shareholders present or represented by proxy and entitled to vote
at the Annual Meeting shall have power to adjourn the meeting from time to time.
Action on any matter is approved if the votes cast in favor of the action exceed
the votes cast against it. Any adjourned meeting may be held as adjourned
without further notice. At any adjourned meeting at which a quorum shall be
present, any business may be transacted as if the meeting had been held as
originally called.
Proxy materials will be mailed to shareholders of record on or about
August 29, 2000. Copies of the Fund's current Annual Report will be mailed to
its shareholders along with the proxy materials. As of the record date, August
16, 2000, there were 6,751,603 shares of beneficial interest of the Fund. To the
Fund's knowledge, no shareholder beneficially owned 5% or more of its
outstanding shares on that date.
The principal executive offices of the Fund are located at 11815 North
Pennsylvania, Carmel, Indiana 46032. The Fund's investment adviser, Conseco
Capital Management, Inc. (the "Adviser"), is located at 11825 North
Pennsylvania, Carmel, Indiana 46032.
1
<PAGE>
PROPOSAL NO. 1 ELECTION OF TRUSTEES
The Board of Trustees consists of seven (7) members divided into three
classes. Each of the two Trustees to be elected at the Annual Meeting has been
nominated to serve a term of three years expiring in 2003. All Trustees will
serve until their successors are duly elected and qualified. Each Trustee, with
the exception of Mr. Walthall, has served as Trustee since the Fund's
commencement of operations in July 1998. Mr. Walthall has served as Trustee
since December 1998.
The following information regarding each person nominated for election as
a Trustee, and each person whose term will continue after the Annual Meeting,
includes such person's age, positions with the Adviser (if any), principal
occupation and business experience for the last five years:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---------------- ---- -----------------------------------------
<S> <C> <C>
NOMINEES FOR ELECTION AS TRUSTEES
TERM EXPIRES 2003:
WILLIAM P. DAVES, JR. 74 Trustee and Chairman of the Board
of the Fund: Consultant to
insurance and healthcare
industries; Director, Chairman and
Chief Executive Officer, FFG
Insurance Co.; Chairman of the
Board and Trustee of other mutual
funds managed by the Adviser.
Address: 5723 Trail Meadow, Dallas,
Texas 75230.
MAXWELL E. BUBLITZ* 44 Trustee and President of the Fund:
Chartered Financial Analyst; CEO,
President and Director, Adviser;
Senior Vice President, Investments
of Conseco, Inc.; President and
Trustee of other mutual funds
managed by the Adviser. Address:
11825 North Pennsylvania Street,
Carmel, Indiana 46032.
OTHER TRUSTEES
TERM EXPIRES 2001:
GREGORY J. HAHN* 39 Trustee and Vice President for
Investments of the Fund: Chartered
Financial Analyst; Senior Vice
President, Adviser; Trustee,
officer and portfolio manager of
other mutual funds managed by the
Adviser. Address: 11825 North
Pennsylvania Street, Carmel,
Indiana 46032.
DR. JESS H. PARRISH 72 Trustee of the Fund: Higher
Education Consultant; Former
President, Midland College; Trustee
of other mutual funds managed by
the Adviser. Address: 2805
Sentinel, Midland, Texas 79701.
DAVID N. WALTHALL 54 Trustee of the Fund: Principal,
Walthall Asset Management; Formerly
President, Chief Executive Officer
and Director of Lyrick Corporation;
Formerly, President and CEO,
Heritage Media Corporation;
Formerly, Director, Eagle National
Bank; Trustee of other mutual funds
managed by the Adviser. Address: 1
Galleria Tower, Suite 1050, 13355
Noel Road, Dallas, Texas 75240.
TERM EXPIRES 2002:
HAROLD W. HARTLEY 76 Trustee of the Fund: Chartered
Financial Analyst; Director, Ennis
Business Forms, Inc.; Retired,
Executive Vice President, Tenneco
Financial Services, Inc.; Trustee
of other mutual funds managed by
the Adviser. Address: 502 Canal
Cove Ct., Ft. Myers Beach, Florida
33913.
DR. R. JAN LECROY 69 Trustee of the Fund: Director,
Southwest Securities Group, Inc.;
Retired, President, Dallas Citizens
Council; Trustee of other mutual
funds managed by the Adviser.
Address: 841 Liberty, Dallas, Texas
75204.
</TABLE>
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* The Trustees so indicated are considered "interested persons" of the Fund as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of
the Fund due to being employees of the Adviser.
2
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The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the Nominees, unless shareholders specifically
indicate on their proxies the desire to withhold authority to vote for elections
to office. It is not contemplated that any Nominee will be unable to serve as a
Board member for any reason, but if that should occur prior to the meeting, the
proxyholders reserve the right to substitute another person or persons of their
choice as nominee or nominees.
To the knowledge of the Fund's management, as of the Record Date, the
Trustees and officers of the Fund owned, as a group, less than 1% of the
outstanding shares of the Fund.
There were 4 meetings of the Board of Trustees held during the Fund's
fiscal year ended June 30, 2000. Each Trustee attended at least 75% of the total
number of meetings of the Board of Trustees.
The Fund has an audit committee comprised of all of the independent
Trustees of the Fund. The audit committee reviews financial statements and other
audit-related matters as they arise throughout the year. The Fund also has a
nominating committee comprised of its independent Trustees. In addition, the
fund has a compensation committee comprised of its independent Trustees.
Effective July 1, 2000, each Trustee who is not an "interested person" of
the Fund receives an annual retainer fee of $7,500, a fee of $1,500 for each
Board meeting or independent Trustee meeting they attend, and a fee of $500 for
Board meetings and separate committee meetings attended that are conducted by
telephone. The Chairman of the Board receives an additional per meeting fee of
$375 for in-person Board meetings. The Fund also reimburses each Trustee who is
not an "interested person" of the Fund for travel and out-of-pocket expenses. No
Trustee received compensation from the Fund in excess of $10,000 for the fiscal
year ended June 30, 2000.
The Fund does not pay any other remuneration to its officers and Board
members, and the Fund does not have a bonus, pension, profit-sharing or
retirement plan.
The aggregate amount of compensation paid to each Trustee by the Fund for
the fiscal year ended June 30, 2000, and by all funds in the Conseco Family of
Funds for which such Trustee was a Board member (the number of which is set
forth in parenthesis next to each Trustee's total compensation) for the year
ended December 31, 1999, was as follows:
TOTAL COMPENSATION
AGGREGATE FROM FUND AND
COMPENSATION FUND COMPLEX
NAME OF TRUSTEE FROM FUND** PAID TO TRUSTEE*
-------------- -------------- -----------------
William P. Daves, Jr. $9,667 $27,000 (3)
Harold W. Hartley $9,667 $27,000 (3)
Dr. R. Jan LeCroy $9,667 $27,000 (3)
Dr. Jess H. Parrish $8,667 $27,000 (3)
David N. Walthall $9,667 $27,000 (3)
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* Represents total compensation from all investment companies in the fund
complex, including the Fund, for which the Trustee serves as a Board Member.
** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $2,679 for all Trustees as a group.
3
<PAGE>
THE FUND'S BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ELECTION OF
EACH OF THE NOMINEES TO SERVE AS TRUSTEES OF THE FUND.
PROPOSAL NO. 2: RATIFICATION OF
THE SELECTION OF INDEPENDENT AUDITORS
The Fund's independent auditors must be appointed by a majority of those
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Fund, and such selection must be submitted for ratification or rejection at the
Annual Meeting of Shareholders; and the employment of such independent auditors
must be conditioned upon the right of the Fund, by vote of a majority of its
outstanding securities at any meeting called for that purpose, to terminate such
employment forthwith without penalty. The Fund's Board, including a majority of
those Trustees who are not "interested persons" of the Fund, approved the
selection of PricewaterhouseCoopers LLP for the fiscal year ending June 30, 2001
at a Board meeting held on May 17, 2000. Accordingly, the selection by the
Fund's Board of PricewaterhouseCoopers LLP as independent auditors of the Fund
for the fiscal year ending June 30, 2001 is submitted to shareholders for
ratification. Apart from fees received as independent auditors, neither
PricewaterhouseCoopers LLP nor any of its partners has a direct, or material
indirect, financial interest in the Fund.
PricewaterhouseCoopers LLP has acted as auditors of the Fund since the
Fund's organization. The Fund's Board believes that the continued employment of
PricewaterhouseCoopers LLP for the fiscal year ending June 30, 2001 is in the
best interests of the Fund.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the meeting and will be available to respond to appropriate questions.
THE FUND'S BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE FUND.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by instructions
to withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
of the Fund on a particular matter with respect to which the broker or nominee
does not have discretionary power) or marked with an abstention (collectively,
"abstentions"), the Fund's shares represented thereby will be considered to be
present at the meeting for purposes of determining the existence of a quorum for
the transaction of business. Under Massachusetts law, abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining "votes cast" on an issue.
The Fund's Board is not aware of any other matter which may come before
the meeting. However, should any such matter with respect to the Fund properly
come before the meeting, it is the intention of the proxyholders to vote the
proxy in accordance with their judgment on any such matter.
4
<PAGE>
The Fund will request broker/dealer firms, custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of the shares
held of record. The Fund will reimburse such broker/dealer firms, custodians,
nominees and fiduciaries for their reasonable expenses incurred in connection
with such proxy solicitation. In addition to the solicitation of Proxies by
mail, officers of the Fund and employees of the Adviser and its affiliates,
without additional compensation, may solicit Proxies in person, by telephone or
otherwise.
The Fund will bear the cost of soliciting proxies. In addition to the use
of the mail, proxies may be solicited personally, by telephone, or by telegraph,
or by electronic transmission (e-mail).
Proposals that shareholders wish to include in the Fund's proxy statement
for the Fund's next Annual Meeting of Shareholders must be sent to and received
by the Fund no later than June 22, 2001 at the principal executive offices of
the Fund at 11815 North Pennsylvania Street, Carmel, Indiana 46032.
ADDITIONAL INFORMATION
Conseco Capital Management, Inc., located at 11825 North Pennsylvania
Street, Carmel, Indiana 46032, serves as the Fund's investment adviser.
PFPC, Inc., located at 400 Bellevue Parkway, Wilmington, Delaware 19809,
serves as the Fund's transfer agent and accounting servicing agent.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of PFPC, Inc., whether other persons are
the beneficial owners of the shares for which proxies are being solicited and,
if so, the number of copies of the proxy statement and other soliciting material
you wish to receive in order to supply copies to the beneficial owners of
shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED
ENVELOPE.
Dated: August 29, 2000
5
<PAGE>
EXHIBIT A
The following sets forth information relevant to the executive officers of
the Fund.
PRINCIPAL OCCUPATION
AND BUSINESS
NAME AND POSITION EXPERIENCE FOR PAST
WITH FUND AGE FIVE YEARS
-------------- ----------- --------------------------
MAXWELL E. BUBLITZ 44 Chartered Financial Analyst.
President CEO, President and Director,
Adviser. Senior Vice
President, Investments of
Conseco, Inc. President and
Trustee of other mutual
funds managed by the
Adviser.
GREGORY J. HAHN 39 Chartered Financial Analyst.
Vice President Senior Vice President,
Adviser. Trustee, officer
and portfolio manager of
other mutual funds managed
by the Adviser.
WILLIAM P. KOVACS, ESQ. 54 Vice President, General
Vice President and Secretary Counsel, Secretary, Chief
Compliance Officer and
Director of Adviser. Vice
President and Secretary of
other mutual funds managed
by the Adviser. Previously,
Of Counsel to Shefsky &
Froelich and Rudnick &
Wolfe; Prior thereto, Vice
President and Assistant
Secretary, Kemper Financial
Services, Inc.
6
<PAGE>
PRINCIPAL OCCUPATION
AND BUSINESS
NAME AND POSITION EXPERIENCE FOR PAST
WITH FUND AGE FIVE YEARS
-------------- ----------- ----------------------
JAMES S. ADAMS 41 Senior Vice President, Chief
Treasurer Accounting Officer and
Treasurer of Conseco, Inc.
and various subsidiaries.
Treasurer of other mutual
funds managed by the
Adviser.
WILLIAM T. DEVANNEY 44 Senior Vice President,
Vice President Corporate Taxes, of Conseco
Services, LLC and various
affiliates. Vice President
of other mutual funds
managed by the Adviser.
7
<PAGE>
PROXY
Conseco Strategic Income Fund ANNUAL MEETING OF SHAREHOLDERS - October 19, 2000
Please mark
your votes as indicated
in this example
[x]
The undersigned shareholder of Conseco Strategic Income Fund (the "Fund") hereby
appoint(s) William P. Kovacs and Karl W. Kindig, or any one of them, attorneys
with full power of substitution, to vote, as indicated herein, all of the shares
of beneficial interest (the "shares") of the Fund standing in the name of the
undersigned at the close of business on August 16, 2000 at the Annual Meeting of
Shareholders of the Fund to be held at the Conseco Conference Center, 530
College Drive, Carmel, Indiana on October 19, 2000, at 11:00 a.m., and any and
all adjournments thereof, with all the powers the undersigned would possess if
then and there personally present and especially (but without limiting the
general authorization and power hereby given) to vote as indicated on the
proposals, as more fully described in the Proxy Statement for the meeting.
1. Election of Trustees
[ ] FOR ALL NOMINEES
[ ] WITHHOLD AUTHORITY ONLY FOR THE NOMINEE(S) WHOSE NAME(S) I HAVE WRITTEN TO
THE RIGHT.
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
Nominees for Trustee are: Maxwell E. Bublitz and William P. Daves, Jr.
2. To ratify the selection of PricewaterhouseCoopers LLP as independent auditors
of the Fund. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment or
adjournments thereof.
(PLEASE FILL IN BOTH SIDES OF THIS CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE). PLEASE MARK BOXES IN BLUE OR BLACK INK.
<PAGE>
(Continued from other side)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED "FOR"
ELECTION OF THE PROPOSED TRUSTEES AND "FOR" THE ABOVE PROPOSALS, UNLESS
OTHERWISE INDICATED.
Signature(s) should be exactly as name or names appearing
on this proxy. If shares are held jointly, each holder
should sign. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title.
Dated
-------------------------------------------------------,2000
------------------------------------------------------------
Signature(s)
------------------------------------------------------------
Signature(s)
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE TO:
PFPC INC., PO BOX 9426, WILMINGTON, DE 19809-9938
IMPORTANT
No matter how many shares you own, please sign, date and
mail your proxy IMMEDIATELY.
To hold the meeting, a majority of the shares eligible to
vote is required by law to be represented. Therefore, it is
important that you vote now so that your Fund will not have
to bear the unnecessary expense of another solicitation of
proxies.
