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 [section] 240.14a-11(c) or
[section] 240.14a-12
PHOENIX STRATEGIC ALLOCATION FUND, INC.
---------------------------------------
(Name of Registrant as Specified in its Charter)
PAMELA S. SINOFSKY, ESQ.
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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PHOENIX STRATEGIC ALLOCATION FUND, INC.
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
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NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 27, 1999
--------------------
To the Shareholders:
The Annual Meeting of Shareholders of Phoenix Strategic Allocation Fund,
Inc. (the "Fund") will be held at the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301, on October 27, 1999 at 10:00 a.m. for the
following purposes:
(1) To fix at twelve the number of Directors to serve until the next Annual
Meeting and until their successors are chosen and qualified, and to
elect the number of Directors so fixed;
(2) To ratify or reject the selection of PricewaterhouseCoopers LLP,
independent accountants, to audit financial statements of the Fund;
(3) To consider approval of an amendment to the Fund's Restated Articles of
Organization to change the name of the Fund to "Phoenix-Oakhurst
Strategic Allocation Fund, Inc.;" and
(4) To consider and act upon such other matters as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed September 1, 1999 as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE YOUR
SHARES BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY AND RETURNING IT
PROMPTLY IN THE POSTAGE-PAID RETURN ENVELOPE ENCLOSED FOR YOUR USE. 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 SAVE THE
FUND AND SHAREHOLDERS THE COSTS ASSOCIATED WITH FURTHER SOLICITATION.
By Order of the Board of Directors,
G. Jeffrey Bohne, Clerk
Greenfield, Massachusetts
September 15, 1999
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PHOENIX STRATEGIC ALLOCATION FUND, INC.
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
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PROXY STATEMENT
THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 27, 1999
--------------------
The enclosed proxy is solicited by the Board of Directors of Phoenix
Strategic Allocation Fund, Inc. (the "Fund") for use at the Annual Meeting of
Shareholders to be held on October 27, 1999, and at any adjournment thereof.
Shareholders of record at the close of business on September 1, 1999
("Shareholders") are entitled to notice of and to vote at the meeting or any
adjourned session. On that date, there were issued and outstanding
18,100,054.111 shares, par value $1.00 per share, of the Fund (the "Shares").
Each Shareholder will be entitled to one vote for each full Share (and a
fractional vote corresponding to any fractional Share) registered in his or her
name on the Fund's books on the record date.
All Shares will be voted in accordance with the specifications on duly
executed proxies for such Shares. If a duly executed proxy does not specify a
choice between approval or disapproval of, or abstention with respect to, any
proposal, the Shares represented by the proxy will be voted in favor of the
proposal. Any Shareholder executing a proxy has the power to revoke it at any
time before it is exercised by executing and submitting to the Fund a
later-dated proxy or written notice of revocation or by attending the meeting
and voting in person.
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. Banks, brokers, fiduciaries and nominees
will, upon request, be reimbursed by the Fund for their reasonable expenses in
sending proxy material to beneficial owners of Fund shares. The cost of
solicitation of proxies will be borne by the Fund.
In the event that insufficient votes in favor of any of the items set forth
in the attached Notice of the meeting are received by the time scheduled for the
meeting, the meeting may be held for the purposes of voting on those proposals
for which sufficient votes have been received and the persons named as proxies
may propose one or more adjournments of the meeting for a period or periods of
not more than sixty days in the aggregate to permit
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further solicitation of proxies with respect to any proposals for which
sufficient votes have not been received. Any such adjournment will require the
affirmative vote of a majority of the votes cast on the question in person or by
proxy at the session of the meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of such proposals. They will vote against such
adjournment those proxies required to be voted against any such proposal.
Abstentions and broker non-votes (i.e., proxies sent in by brokers and other
nominees that cannot be voted on a proposal because instructions have not been
received from the beneficial owners) will be counted for purposes of determining
whether or not a quorum is present for purposes of the meeting. Abstentions and
broker non-votes will, however, be considered to be votes against the proposal.
As used in this Proxy Statement, the term "interested person" has the
meaning provided therefore in the Investment Company Act of 1940 (the "1940
Act").
This Proxy Statement and the enclosed form of proxy are first being mailed
to Shareholders on or about September 15, 1999. A COPY OF THE FUND'S MOST RECENT
ANNUAL REPORT WILL BE FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDERS UPON
REQUEST TO PHOENIX EQUITY PLANNING CORPORATION, 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200 or call, toll free, at (800) 243-4361.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of August 30, 1999 with
respect to each person who owns of record or is known by the Fund to own of
record or beneficially own 5% or more of the Fund's equity securities.
NAME OF SHAREHOLDER CLASS NUMBER OF SHARES PERCENT OF CLASS
- ------------------- ----- ---------------- ----------------
MLPF&S for the Sole Benefit of Class B 37,258.6150 5.40
its Customers
Attn: Fund Administration
4800 Deer Lake Drive E. 3rd Fl.
Jacksonfille, FL 32246-6484
On August 25, 1999, nominees for Director and officers of the Fund as
a group owned zero percent of the Fund's outstanding shares.
2
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PROPOSALS
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The By-Laws of the Fund provide that the Board of Directors shall consist of
not fewer than two Directors and that the number of Directors for each year
shall be fixed by vote at the meeting at which they are elected. The persons
named in the enclosed proxy intend, unless authority is withheld, to vote for
fixing the number of Directors at twelve and for the election as Directors the
nominees named below. All of the nominees have been recommended by the
Nominating Committee, which consists solely of Directors who are not interested
persons of the Fund. All of the nominees are presently serving as Directors of
the Fund. The Directors are recommending that the shareholders fix the number of
Directors at twelve and elect the persons whom they have nominated for election.
Each of the nominees has agreed to serve as a Director if elected. If, at
the time of the meeting, any nominee should be unavailable for election (which
is not presently anticipated), the persons named as proxies may vote for other
persons in their discretion. Directors will hold office until the earlier of
their retirement or the next annual meeting of shareholders and the selection
and qualification of their successors. Executive officers are elected at the
first meeting of the Board of Directors following the annual meeting of
shareholders and hold office until the first meeting of the Board of Directors
following the next annual meeting of shareholders and until their successors are
chosen and qualified.
The following table sets forth information as to the principal occupations
during the past five years of nominees for election as Directors and of the
Fund's executive officers and also sets forth information as to certain other
directorships held by nominees for election as Directors.
NOMINEES FOR ELECTION AS DIRECTORS
*ROBERT CHESEK, 65, Director since 1981. (Chairman from 1989 to 1994).
Director/Trustee, The Phoenix Funds (since 1981), Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996) and Phoenix-Aberdeen Series Fund (since
1996). Director (1981-1994) and Chairman (1992-1994), Phoenix Investment
Counsel, Inc.
E. VIRGIL CONWAY, 70, Director since 1993. Chairman, Metropolitan
Transportation Authority (since 1992). Director/Trustee, Phoenix Funds (since
1993), Phoenix Duff & Phelps Institutional Mutual Funds (since 1996) and
Phoenix-Aberdeen Series Fund (since 1996), Duff & Phelps Utilities Tax-
3
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Free Income Inc. (since 1995) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (since 1995). Director/Trustee, Consolidated Edison Company of New York,
Inc. (since 1970), Pace University (since 1978), Atlantic Mutual Insurance
Company (since 1974), HRE Properties (since 1989), Greater New York Councils,
Boy Scouts of America (since 1985), Union Pacific Corp. (since 1978), Centennial
Insurance Company (since 1974), Josiah Macy, Jr. Foundation (since 1975), the
Harlem Youth Development Foundation (since 1987), Accuhealth (since 1994),
Trism, Inc. (since 1994), Realty Foundation of New York (since 1972). Chairman,
New York Housing Partnership Development Corp. (since 1981). Advisory Director,
Fund Directions (since 1993) and Blackrock Freddie Mac Mortgage Securities Fund
(since 1990). Member, Audit Committee of the City of New York (1981-1996).
Advisory Director, Blackrock Fannie Mae Mortgage Securities Fund (1989-1996).
Member (1990-1995), Chairman (1992-1995), Financial Accounting Standards
Advisory Council.
HARRY DALZELL-PAYNE, 70, Director since 1993. Director/Trustee, Phoenix
Funds (since 1993), Phoenix Duff & Phelps Institutional Mutual Funds (since
1996), Phoenix-Aberdeen Series Fund (since 1996), Duff & Phelps Utilities
Tax-Free Income Inc. (since 1995), Duff & Phelps Utility and Corporate Bond
Trust Inc. (since 1995), Phoenix-Seneca Funds (since May, 1999). Director,
Farragut Mortgage Co., Inc. (1991-1994). Formerly, a Major General of the
British Army.
**FRANCIS E. JEFFRIES, 68, Director since 1995. Director/Trustee, Phoenix
Funds (since 1995), Phoenix Duff & Phelps Institutional Mutual Funds (since
1996), Phoenix-Aberdeen Series Fund (since 1996), Duff & Phelps Utilities Income
Inc. (since 1987), Duff & Phelps Utilities Tax-Free Income Inc. (since 1991),
and Duff & Phelps Utility and Corporate Bond Trust Inc. (since 1993). Director,
The Empire District Electric Company (since 1984). Director (1989-1997), Chief
Executive Officer (1989-1995) and President (1989-1993), Phoenix Investment
Partners, Ltd.
LEROY KEITH, JR., 60, Director since 1993. Chairman and Chief Executive
Officer, Carson Products Company (since 1995). Director/Trustee, Phoenix Funds
(since 1980), Phoenix Duff & Phelps Institutional Mutual Funds (since 1996) and
Phoenix-Aberdeen Series Fund (since 1996). Director, Equifax Corporation (since
1991) and Evergreen International Fund, Inc. (since 1989). Trustee, Evergreen
Liquid Trust, Evergreen Tax Exempt Trust, Evergreen Tax Free Fund, Master
Reserves Trust and Master Reserves Tax Free Trust. Director, and President,
Morehouse College (1987-1994). Chairman and Chief Executive Officer, Keith
Ventures (1992-1994).
**PHILIP R. MCLOUGHLIN, 52, Director and President since 1993. Chairman
(since 1997), Director (since 1995), Vice Chairman (1995-1997) and Chief
Executive Officer (since 1995), Phoenix Investment Partners, Ltd.
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Executive Vice President, Investments Company (since 1988), and Director (since
1997), Phoenix Home Life Mutual Insurance Company. Trustee and President,
Phoenix Funds (since 1989), Phoenix Duff & Phelps Institutional Mutual Funds
(since 1996), Phoenix-Aberdeen Series Fund (since 1996), Duff & Phelps Utilities
Tax-Free Income Inc. (since 1995) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (since 1995). Trustee, Phoenix-Seneca Funds (since May, 1999).
Director, Phoenix Equity Planning Corporation (since 1984). Director (since
1983) and Chairman (since 1995), Phoenix Investment Counsel, Inc.
EVERETT L. MORRIS, 71, Director since 1995. Vice President, W.H. Reaves and
Company (since 1993). Director/Trustee, Phoenix Funds (since 1995), Phoenix Duff
& Phelps Institutional Mutual Funds (since 1996), Phoenix-Aberdeen Series Fund
(since 1996), Duff & Phelps Utilities Tax-Free Income Inc. (since 1991) and Duff
& Phelps Utility and Corporate Bond Trust, Inc. (since 1993). Director, Public
Service Enterprise Group, Inc. (1986-1993).
**JAMES M. OATES, 53, Director since 1987. Chairman, IBEX Capital Markets,
Inc. (formerly IBEX Capital Markets LLC) (since 1997). Managing Director, The
Wydown Group (since 1994). Director/Trustee, the Phoenix Funds (since 1987),
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996) and
Phoenix-Aberdeen Series Fund (since 1996). Director, AIB Govett Funds (since
1991), Investors Bank & Trust Corporation (since 1995), Investors Financial
Services Corporation (since 1995), Blue Cross and Blue Shield of New Hampshire
(since 1994), Plymouth Rubber Co. (since 1995), Stifel Financial (since 1996)
and Command Systems, Inc. (since 1998). Vice Chairman, Massachusetts Housing
Partnership (since 1992). Member, Chief Executives Organization (since 1996).
President and Chief Executive Officer, Neworld Bank (1984-1994).
**CALVIN J. PEDERSEN, 57, Director since 1995. Director (since 1986),
President (since 1993) and Executive Vice President (1992-1993), Phoenix
Investment Partners, Ltd. Director/Trustee, Phoenix Funds (since 1995), Phoenix
Duff & Phelps Institutional Mutual Funds (since 1996) and Phoenix-Aberdeen
Series Fund (since 1996). President and Chief Executive Officer, Duff & Phelps
Utilities Tax-Free Income Inc. (since 1995) Duff & Phelps Utility and Corporate
Bond Trust Inc. (since 1995) and Duff & Phelps Utilities Income Inc. (since
1994).
HERBERT ROTH, JR., 70, Director since 1986. Director/Trustee, the Phoenix
Funds (since 1980), Phoenix Duff & Phelps Institutional Mutual Funds (since
1996) and Phoenix-Aberdeen Series Fund (since 1996). Director, Boston Edison
Company (since 1978), Landauer, Inc. (medical services) (since 1970), Tech
Ops./Sevcon Inc. (electronic controllers) (since 1987), and Mark IV Industries
(diversified manufacturer) (since 1985). Director, Phoenix
5
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Home Life Mutual Insurance Company (1972-1998) and Key Energy Group (oil rig
service) (1988-1994).
RICHARD E. SEGERSON, 53, Director since 1993. Managing Director, Northway
Management Company (since 1998). Trustee/Director, Phoenix Funds (since 1993),
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996) and
Phoenix-Aberdeen Series Fund (since 1996). Managing Director, Mullin Associates
(1993-1998).
LOWELL P. WEICKER, JR., 68, Director since 1995. Director/Trustee, Phoenix
Funds (since 1995), Phoenix Duff & Phelps Institutional Mutual Funds (since
1996) and Phoenix-Aberdeen Series Fund (since 1996). Director, UST Inc. (since
1995), HPSC, Inc. (since 1995), Compuware (since 1996), Burroughs Welcome Fund
(since 1996). Visiting Professor, University of Virginia (since 1997). Director,
Duty Free International, Inc. (1997). Chairman, Dresing, Lierman, Weicker
(1995-1997). Governor of the State of Connecticut (1991-1995).
- --------------------
*Indicates that the nominee was an officer of the investment adviser during
the last five years. Until 1994, Mr. Chesek served as Chairman of the Fund's
investment adviser.
**Indicates that the nominee is an "interested person" of the Fund, as that
term is defined in the Investment Company Act of 1940. Messrs. Jeffries,
McLoughlin, Oates, and Pedersen are directors and stockholders of Phoenix
Investment Partners, Ltd. and, therefore, are "interested persons" of the Fund's
investment adviser and "interested persons" of the Fund.
EXECUTIVE OFFICERS
(Other than Philip R. McLoughlin, President, who is described above.)
MICHAEL E. HAYLON, 41, Executive Vice President since 1995. Director and
Executive Vice President, Investments, Phoenix Investment Partners, Ltd. (since
1995). Director (since 1994) and President (since 1995), Phoenix Investment
Counsel, Inc. Executive Vice President, Phoenix Funds (since 1995), and
Phoenix-Aberdeen Series Fund (since 1996). Executive Vice President (since
1997), Vice President (1996-1997), Phoenix Duff & Phelps Institutional Mutual
Funds. Senior Vice President, Securities Investments, Phoenix Home Life Mutual
Insurance Company (1993-1995).
JOHN F. SHARRY, 47, Executive Vice President since 1998. President, Retail
Division (since January 1999), Executive Vice President, Retail Division
(1997-1999), Phoenix Investment Partners, Ltd. Managing Director, Retail
Distribution, Phoenix Equity Planning Corporation (since 1995). Executive Vice
President, Phoenix Funds (since 1998) and Phoenix-Aberdeen Series Funds (since
1998). Managing Director, Director and National Sales Manager, Putnam Mutual
Funds (1992-1995).
6
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JAMES D. WEHR, 42, Senior Vice President since 1997. Senior Vice President,
Fixed Income, (since 1998), Managing Director, Fixed Income (1996-1998), Vice
President (1991-1996), Phoenix Investment Counsel, Inc. Senior Vice President
(since 1997), Vice President (1988-1997), Phoenix Multi-Portfolio Fund. Senior
Vice President (since 1997), Vice President (1990-1997), Phoenix Series Fund.
Senior Vice President (since 1997), Vice President (1991-1997), The Phoenix Edge
Series Fund. Senior Vice President (since 1997), Vice President (1993-1997),
Phoenix California Tax-Exempt Bonds, Inc. Senior Vice President (since 1997),
Vice President (1996-1997), Phoenix Duff & Phelps Institutional Mutual Funds.
Senior Vice President, Phoenix Multi-Sector Fixed Income Fund, Inc., Phoenix
Multi-Sector Short Term Bond Fund and Phoenix Income and Growth Fund (since
1997). Senior Vice President and Chief Investment Officer, Duff & Phelps
Utilities Tax-Free Income, Inc. (since 1997). Managing Director, Public Fixed
Income, Phoenix Home Life Mutual Insurance Company (1991-1995).
STEVEN L. COLTON, 40, Vice President since 1999. Managing Director, Value
Equities, Phoenix Investment Counsel, Inc. (since 1997). Vice President, Phoenix
Income and Growth Fund (since 1998), Phoenix Equity Series Fund (since 1997),
The Phoenix Edge Series Fund (since 1997), Phoenix Series Fund (since 1997).
Vice President, American Century Investment Management (1987-1997).
ROBERT S. DRIESSEN, 52, Vice President since 1999. Vice President,
Compliance, Phoenix Investment Partners, Ltd. (since 1999). Vice President,
Phoenix Funds, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds and Phoenix-Seneca Funds (since 1999). Vice President, Risk
Management Liaison, Bank of America (1996-1999). Vice President, Securities
Compliance, The Prudential Insurance Company of America (1993-1996). Branch
Chief/Financial Analyst, Securities and Exchange Commission, Division of
Investment Management (1972-1993).
CHRISTOPHER J. KELLEHER, 44, Vice President since 1998. Managing Director,
Fixed Income (since 1996), Vice President (1991-1996), Phoenix Investment
Counsel, Inc. Vice President, Phoenix Series Fund (since 1998), The Phoenix Edge
Series Fund (since 1998), Phoenix Duff & Phelps Institutional Mutual Funds
(since 1996), Phoenix Income and Growth Fund (since 1998).
WILLIAM R. MOYER, 54, Vice President since 1990. Senior Vice President and
Chief Financial Officer, Phoenix Investment Partners, Ltd. (since 1995).
Director (since 1998), Senior Vice President (since 1990), Chief Financial
Officer (since 1996), Finance (until 1996), and Treasurer (1994-1996 and since
1998), Phoenix Equity Planning Corporation. Director (since 1998), Senior Vice
President (since 1990), Chief Financial Officer (since 1996), Finance (until
1996) and Treasurer (since 1994), Phoenix Investment
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Counsel, Inc. Vice President, Phoenix Funds (since 1990), Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996) and Phoenix-Aberdeen Series Fund (since
1996). Senior Vice President and Chief Financial Officer, Duff & Phelps
Investment Management Co. (since 1996). Senior Vice President, Chief Financial
Officer and Treasurer, W.S. Griffith & Co., Inc. (until 1995). Vice President,
Investment Products Finance, Phoenix Home Life Mutual Insurance Company (until
1995).
LEONARD J. SALTIEL, 45, Vice President since 1994. Managing Director,
Operations and Service, Phoenix Equity Planning Corporation (since 1996). Vice
President, Phoenix Funds (since 1994), Phoenix Duff & Phelps Institutional
Mutual Funds (since 1996), and Phoenix-Aberdeen Series Fund (since 1996). Vice
President, Investment Operations, Phoenix Home Life Mutual Insurance Company
(until 1995). Senior Vice President, Phoenix Equity Planning Corporation
(1994-1996). Various positions with Phoenix Home Life Mutual Insurance Company
(1987-1994).
NANCY G. CURTISS, 46, Treasurer since 1994. Vice President, Fund Accounting
(since 1994), Treasurer, Fund Accounting (since 1996), Phoenix Equity Planning
Corporation. Treasurer, Phoenix Funds (since 1994), Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996), and Phoenix-Aberdeen Series Fund (since
1996). Second Vice President and Treasurer, Fund Accounting (until 1995),
Phoenix Home Life Mutual Insurance Company. Various positions with Phoenix Home
Life Mutual Insurance Company (1987-1994).
CERTAIN TRANSACTIONS
Philip R. McLoughlin, Calvin J. Pedersen and James M. Oates are directors of
the Fund and are also directors of Phoenix Investment Partners, Ltd. ("PXP"), an
intermediate parent of the Fund's investment adviser, Phoenix Investment
Counsel, Inc. ("PIC" or the "Adviser"). Michael E. Haylon is an executive
officer of the Fund and also a director of PXP. Messrs. Haylon, McLoughlin and
Pedersen are also executive officers of PXP. Francis E. Jeffries is a Director
of the Fund and also a shareholder of PXP. By virtue of these individuals'
relationships with the Fund and with PXP, under the proxy rules they are deemed
to have a material interest in the Fund's investment advisory contract. Pursuant
to the investment advisory contract between PIC and the Fund, PIC received $2
million in fees from the Fund in 1998.
AUDIT, NOMINATING AND EXECUTIVE COMMITTEES AND BOARD OF DIRECTORS' MEETINGS
The Board of Directors has an Audit Committee, a Nominating Committee and an
Executive Committee. The members are appointed at the first meeting of the Board
following a meeting of the shareholders at which directors are elected.
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The members of the Audit Committee of the Fund include only directors who
are not interested persons of the Fund. The Audit Committee meets with the
Fund's auditors to review the scope of auditing procedures, the adequacy of
internal controls, compliance by the Fund with the accounting, record keeping
and financial reporting requirements of the Investment Company Act of 1940, and
the possible effect on Fund operations of any new or proposed tax or other
regulations applicable to investment companies. The Committee reviews services
provided to the Fund pursuant to the investment advisory agreement and other
service agreements to determine if the Fund is receiving satisfactory services
at reasonable prices; makes an annual recommendation concerning the appointment
of auditors; and reviews and recommends policies and practices relating to
principles to be followed in the conduct of Fund operations. The Audit Committee
reports the results of its inquiries to the Board of Directors. The Audit
Committee currently consists of Messrs. E. Virgil Conway, Herbert Roth, Jr.,
Richard E. Segerson and Lowell P. Weicker, Jr. The Audit Committee held four
meetings during the fiscal year ended December 31, 1998.
The Nominating Committee consists only of directors who are not interested
persons of the Fund. It recommends to the Board of Directors persons to be
elected as directors. The Nominating Committee held one meeting during the
fiscal year ended December 31, 1998. The Nominating Committee currently consists
of Messrs. Robert Chesek, Harry Dalzell-Payne, Leroy Keith, Jr. and Herbert
Roth, Jr. It will consider individuals proposed by a shareholder for election as
a director. Shareholders who wish to submit the name of any individual must
submit in writing a brief description of the proposed nominee's business
experience and other information relevant to the qualifications of the
individual to serve as a director of the Fund.
The Executive Committee consists of six directors, four of whom are not
interested persons of the Fund. The Executive Committee is empowered under
Article X of the Fund's By-Laws to act for the Board on matters that can be
delegated to a committee. The Executive Committee serves as a contract review,
compliance review and performance review delegate of the full Board of
Directors. The Executive Committee meets on an as-needed basis as appropriate
between Board meetings. Currently, the Executive Committee consists of Messrs.
E. Virgil Conway, Harry Dalzell-Payne, Philip R. McLoughlin, Everett L. Morris,
James M. Oates and Herbert Roth, Jr.
Six meetings of the Board of Directors were held during the fiscal year
ended December 31, 1998. None of the directors attended fewer than 75% of the
meetings of the Board or meetings of committees of the Board.
For services rendered to the Fund during the fiscal year ended December 31,
1998, persons serving as directors during that period received an aggregate of
$15,277 from the Fund as directors' fees.
9
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Each director who is not currently an "interested person" of the Adviser, or
of any of its affiliates, is entitled to a retainer at the annual rate of
$40,000 and $2,500 per joint meeting of the Boards. Each director who serves on
the Audit Committee receives a retainer of $2,000 annually and $2,000 per joint
Audit Committee meeting attended. Each director who serves on the Nominating
Committee receives a retainer of $1,000 annually and $1,000 per joint Nominating
Committee meeting attended. Each director who serves on the Executive Committee
and who is not an interested person of the Fund receives a retainer of $2,000
annually and $2,000 per joint Executive Committee meeting attended. Director
costs are allocated equally to each of the Series/Portfolios of the Funds within
the Fund Complex. The foregoing fees do not include the reimbursement of
expenses incurred in connection with meeting attendance. Officers and employees
of the Adviser who are interested persons are compensated by the Adviser and
receive no compensation from the Fund. Any other interested persons who are not
compensated by the Adviser receive fees from the Fund.
For the Fund's last fiscal year, the directors received the following
compensation:
COMPENSATION TABLE
PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS ESTIMATED FROM FUND
ACCRUED ANNUAL AND FUND
AGGREGATE AS PART BENEFITS COMPLEX (14
COMPENSATION OF FUND UPON FUNDS) PAID TO
NAME FROM FUND EXPENSES RETIREMENT TRUSTEES
---- --------- -------- ---------- --------
Robert Chesek 1,320* $60,000
E. Virgil Conway 1,750 $79,500
Harry Dalzell-Payne 1,571 $71,250
Francis E. Jeffries 1,316* $60,000
Leroy Keith, Jr. 1,378 $62,500
Philip R. McLoughlin 0 $0
Everett L. Morris 1,508 None None $69,500
James M. Oates 1,508 for any for any $68,750
Calvin J. Pedersen 0 Trustee Trustee $0
Herbert Roth, Jr. 1,812 $81,250
Richard E. Segerson 1,557 $70,750
Lowell P. Weicker, Jr. 1,557 $70,000
- --------------------
*This compensation (and the earnings thereon) was deferred pursuant to the
Directors' Deferred Compensation Plan.
At December 31, 1998, the total amount of deferred compensation (including
interest and other accumulation earned on the original amounts
10
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deferred) accrued for Messrs. Jeffries, Morris and Roth was $175,029, $151,807,
and $147,653, respectively. At present, by agreement among the Fund, the
electing director and the Distributor fees that are deferred are paid by the
Fund to the Distributor. The liability for the deferred compensation obligation
appears only as a liability of the Distributor.
VOTING REQUIREMENTS
In order to be elected, the nominees for Director must be approved by a
majority of the Fund's voting securities present at the meeting, in person or by
proxy, provided that those present constitute more than 50% of the Fund's
outstanding voting securities.
PROPOSAL NO. 2
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Directors (including all
of the Directors 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, 1998, 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.
VOTING REQUIREMENTS
Ratification of the selection of PricewaterhouseCoopers, LLP, independent
accountants, as auditors of the Fund requires the approval of a majority of the
Fund's voting securities present at the meeting, in person or by proxy, provided
that those present constitute more than 50% of the Fund's outstanding voting
securities.
THE DIRECTORS RECOMMEND A VOTE "FOR" RATIFICATION
OF THE SELECTION OF AUDITORS
11
<PAGE>
PROPOSAL NO. 3
APPROVAL TO CHANGE THE NAME OF THE FUND TO
PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC.
On August 25, 1999, the Board of Directors of the Fund approved an amendment
of the Fund's Restated Articles of Organization to change the name of the Fund
to "Phoenix-Oakhurst Strategic Allocation Fund, Inc."
Phoenix Investment Counsel, Inc., the Fund's investment adviser, is one of
several investment management groups affiliated with Phoenix Investment
Partners, Ltd. To effectively differentiate each of Phoenix Investment Partners'
mutual fund products and make appropriate product selection easier for investors
and their advisors, the company has begun to apply each fund's distinctive
management group's name to the names of their respective funds.
The investment professionals at Oakhurst, a division of Phoenix Investment
Counsel, Inc., manage your fund, Phoenix Strategic Allocation Fund, Inc.
Following the company's strategy, the Fund's board has approved the addition of
the name "Oakhurst" to your fund's current name. IF APPROVED BY SHAREHOLDER
VOTE, THE NEW NAME OF YOUR FUND WILL BE "PHOENIX-OAKHURST STRATEGIC ALLOCATION
FUND, INC."
VOTING REQUIREMENTS
The Fund is organized as a Massachusetts corporation and, pursuant to its
Restated Articles of Organization, approval of the proposed amendment requires
the affirmative vote of the holders of a majority of the outstanding shares of
the Fund.
RECOMMENDATION
THE DIRECTORS RECOMMEND A VOTE "FOR" THE APPROVAL
TO CHANGE THE NAME OF THE FUND TO
"PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC.
INVESTMENT ADVISER, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, CT
06115-0480, is the Fund's investment adviser.
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, CT 06083-2200, serves as the Fund's underwriter and as the Fund's
financial agent.
12
<PAGE>
ADDITIONAL INFORMATION
OTHER MATTERS
As of the date of this Proxy Statement, Fund's management knows of no other
matters to be brought before the meeting. However, if any other matters properly
come before the meeting, the persons named in the enclosed proxy will vote in
accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Fund intended to be presented at the
2000 Annual Meeting of Shareholders of the Fund must be received by the Fund at
101 Munson Street, Greenfield, Massachusetts 01301 no later than April 6, 2000.
All shareholders are urged to complete, sign, and return their proxies. The
enclosed proxy is revocable and will not affect your right to vote in person if
you attend the meeting.
By Order of the Board of Directors,
G. JEFFREY BOHNE, Clerk
Greenfield, Massachusetts
September 15, 1999
13
<PAGE>
PHOENIX STRATEGIC ALLOCATION FUND, INC.
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 27, 1999
PROXY
The undersigned shareholder of Phoenix Strategic Allocation Fund, Inc. (the
"Fund"), revoking any and all previous proxies heretofore given for shares of
the Fund held by the undersigned, hereby constitutes and appoints Philip R.
McLoughlin and Pamela S. Sinofsky and any 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 Annual Meeting of Shareholders of the Fund to be
held on October 27, 1999 at the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301, 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.
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 DIRECTORS OF THE FUND
WHICH RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |X|
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
AND DATED.
VOTE ON PROPOSAL
1. ELECTION OF DIRECTORS Withhold For All
To fix the number of Directors at twelve and For Authority Except
elect Directors (except as marked to the [ ] [ ] [ ]
contrary below)
R. Chesek, V. Conway, H. Dalzell-Payne,
F. Jeffries, L. Keith, P. McLoughlin,
E. Morris, J. Oates, C. Pedersen, H.
Roth, R. Segerson and L. Weicker
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME. UNLESS
AUTHORITY IS WITHHELD TO VOTE FOR ALL NOMINEES, THE PERSONS NAMED AS PROXIES
SHALL VOTE TO FIX THE NUMBER OF DIRECTORS AT TWELVE.)
2. RATIFICATION OF SELECTION OF
PRICEWATERHOUSECOOPERS, LLP AS AUDITORS For Against Abstain
[ ] [ ] [ ]
3. RATIFICATION OF THE RESTATED
ARTICLES OF ORGANIZATION For Against Abstain
AMENDMENT [ ] [ ] [ ]
<PAGE>
4.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. 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 ANNUAL
MEETING OF THE SHAREHOLDERS.
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<S> <C> <C> <C>
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
