SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or
ss. 240.14a-12
PHOENIX STRATEGIC EQUITY SERIES FUND
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
<TABLE>
<S> <C> <C>
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield, MA 01302-0088
</TABLE>
[GRAPHIC OMITTED] [LOGO] PHOENIX
INVESTMENT PARTNERS
June 28, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the August 17, 2000
special shareholders meeting of your Fund. Please take the time to read the
proxy statement and cast your vote, because the changes we are requesting are
important to the Fund and to you as a shareholder.
We are asking shareholders to approve a tax-free reorganization of your
Fund into a series of a Delaware business trust. This is part of our effort to
integrate the entire Phoenix family of mutual funds by adopting a single
business form, domicile, form of charter and fundamental investment
restrictions. We think this effort offers the opportunity for operational
efficiencies that will benefit all shareholders. The reorganization will not
change your Fund's name, investment adviser or portfolio manager, and the value
of your investment immediately after the reorganization will be the same as it
was immediately before the reorganization.
Your Board of Trustees believes that the proposed reorganization is in the
best interests of the shareholders and has unanimously recommended that
shareholders of the Fund vote for the reorganization and for the other matters
identified 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,
/s/ Philip R. McLoughlin
Philip R. McLoughlin
President, Phoenix Funds
This letter has been prepared solely for the information
of existing shareholders. This letter is not
authorized for distribution to prospective investors.
Mutual funds distributed by Phoenix Equity Planning Corporation.
<PAGE>
PHOENIX-ENGEMANN SMALL CAP FUND
PHOENIX-SENECA GROWTH FUND
PHOENIX-SENECA STRATEGIC THEME FUND
EACH A SERIES OF
PHOENIX STRATEGIC EQUITY SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 243-1574
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 17, 2000
--------------------
To the Shareholders:
Phoenix Strategic Equity Series Fund, a Massachusetts business trust (the
"Trust"), will hold a special meeting of shareholders of Phoenix-Engemann Small
Cap Fund, Phoenix-Seneca Growth Fund and Phoenix-Seneca Strategic Theme Fund
(collectively, the "Funds," and each individually, a "Fund") at the offices of
the Trust, 101 Munson Street, Greenfield, Massachusetts 01301 on August 17, 2000
at 2:00 p.m., local time, for the following purposes:
(1) To consider and act upon a proposal to approve an Agreement and Plan
of Reorganization which provides for the reorganization of the Trust
into a Delaware business trust.
(2) To consider and act upon any other business as may properly come
before the meeting and any adjournments thereof.
You are entitled to vote at the meeting and any adjournment(s) if you owned
shares of any of the Funds at the close of business on June 19, 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 recorded instructions;
o By mail, with the enclosed proxy card and postage-paid envelope;
or
o In person at the meeting.
We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. YOUR
VOTE IS IMPORTANT.
By Order of the Board of Trustees
of Phoenix Strategic Equity Series Fund,
G. JEFFREY BOHNE
Secretary
<PAGE>
PHOENIX-ENGEMANN SMALL CAP FUND
PHOENIX-SENECA GROWTH FUND
PHOENIX-SENECA STRATEGIC THEME FUND
EACH A SERIES OF
PHOENIX STRATEGIC EQUITY SERIES FUND
--------------------
PROXY STATEMENT
--------------------
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix Strategic Equity Series Fund (the "Trust")
of proxies to be used at a meeting of the shareholders of Phoenix-Engemann Small
Cap Fund, Phoenix-Seneca Growth Fund and Phoenix-Seneca Strategic Theme Fund
(collectively, the "Funds," and each individually, a "Fund") and at any
adjournment(s) thereof.
The purpose of the meeting is to consider a plan to reorganize the Trust
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust"). In the reorganization, each of the Funds will become a series
of the Delaware Trust. To accomplish the reorganization, the Delaware Trust has
been formed and new series (the "New Funds") will be established as series of
the Delaware Trust. Each New Fund will have the same classes of shares as the
classes of the corresponding existing Fund. A form of the Agreement and Plan of
Reorganization is attached as Appendix A.
The reorganization will not change the names, investment objective or
principal investment strategy, investment adviser, independent accountants, or
fiscal year of any of the Funds. Each shareholder will own the same number of
shares of the New Fund immediately after the reorganization as the number of
Fund shares owned by the shareholder on the closing of the reorganization. The
New Fund will offer the same shareholder services as the Fund.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about June 28, 2000.
VOTING INFORMATION
Shareholders of record of the Funds at the close of business on June 19,
2000 will be entitled to vote at the meeting or at any adjournments thereof. As
of the record date, there were issued and outstanding 11,170,171.156 shares of
Phoenix-Engemann Small Cap Fund, 16,632,792.824 shares of Phoenix-Seneca Growth
Fund and 34,786,333.043 shares of Phoenix-Seneca Strategic Theme Fund.
Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. Shareholders of each Fund
will vote separately on the reorganization proposal. The holders of a majority
of the outstanding shares of each Fund entitled to vote shall constitute a
quorum for the meeting for that Fund. A quorum being present, the approval of
the reorganization proposal requires the vote of a majority of the shares of the
Fund entitled to vote. The reorganization will not take place unless each Fund
of the Trust separately approves the reorganization proposal. If the
reorganization is not approved by all of the Funds of the Trust, the Trust will
continue as a Massachusetts business trust and the Board of Trustees of the
Trust may consider other alternatives that it views as being in the best
interests of the shareholders of the Funds.
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 proposal 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 the 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 proposal.
<PAGE>
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of the proposal 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 proposal, 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 those
proxies that such persons are required to vote FOR the proposal in favor of such
an adjournment and will vote those proxies required to be voted AGAINST the
reorganization proposal against such adjournment.
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. 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 the reorganization
proposal, the shares will be voted in favor of the reorganization 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.
APPRAISAL RIGHTS
The Declaration of Trust of the Trust provides shareholders with appraisal
rights in connection with the sale of assets of the Trust or any series
thereunder. However, the staff of the Securities and Exchange Commission ("SEC")
has taken the position that any rights to appraisal arising under state law are
preempted by the provisions of the Investment Company Act of 1940 (the "1940
Act") and Rule 22c-1 thereunder. Rule 22c-1 generally requires that shares of a
registered open-end investment company be valued at their next determined net
asset value. For purposes of this proxy statement, the "1940 Act" includes rules
and regulations of the SEC issued under the Act.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The Trust may also use a proxy
solicitation firm to assist with the mailing and tabulation effort and any
special personal solicitation of proxies. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed by the Funds for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Funds.
The cost of the solicitation of proxies will be borne by the Funds on a pro rata
basis based upon the aggregate assets of each Fund. D.F. King and Co., Inc., a
proxy solicitation firm, has been engaged by the Trust to act as solicitor and
will receive fees estimated at $8,000, 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.
2
<PAGE>
SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June 14, 2000 with respect
to each person who owns of record or is known by the Trust to own of record or
beneficially own 5% or more of any class of any of the Funds:
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS PERCENTAGE OF THE CLASS NUMBER OF SHARES
------------------- -------------- ----------------------- ----------------
<S> <C> <C> <C>
Merrill Lynch Pierce Fenner & Smith Small Cap Class B 11.11% 544,602.4940
For the Sole Benefit of its Customers Growth Fund Class B 12.00% 84,711.7960
Attn.: Fund Administration Growth Fund Class C 8.92% 46,870.0970
4800 Deer Lake Dr. E. 3rd Fl. Strategic Theme Class B 7.65% 555,395.0450
Jacksonville, FL 32246-6484
Robert A. Swanson TTEE Growth Fund Class X 10.49% 197,198.8570
Robert A. Swanson Charitable
Remainder Trust
C/O K&E Management Ltd.
400 S. El Camino Real Ste. 1289
San Mateo, CA 94402-1704
Charles Schwab & Co. Inc. Growth Fund Class X 6.29% 118,179.9530
Reinvestment Account
Attn: Mutual Fund Dept.
101 Montgomery St.
San Francisco, CA 94104-4122
Judy C. Swanson TTEE Growth Fund Class X 5.14% 96,555.2360
Robert & Judy Swanson 1993
Annuity Trust
C/O K&E Management Ltd.
400 El Camino Real Ste. 1289
San Mateo, CA 94402-1704
</TABLE>
On June 14, 2000, the Trustees and officers as a group owned beneficially
less than one percent of the Trust's outstanding shares.
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 REORGANIZATION
The reorganization is one of a series of proposed transactions in which
mutual funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its
affiliates (the "Phoenix Funds") would be reorganized as series of newly created
Delaware business trusts. Each such trust would have a substantially similar
trust instrument and common fundamental investment restrictions. Because many of
these funds began operations outside of the Phoenix organization, they have a
variety of different domiciles, business forms, charter provisions and
fundamental investment restrictions. Management believes that further
integrating all of the Phoenix Funds by adopting a single business form,
domicile, form of trust instrument and fundamental investment restrictions
offers the opportunity for operational efficiencies that will benefit all
shareholders.
In recent years, many mutual funds have reorganized as Delaware business
trusts. The Trustees believe that the proposed Delaware business trust form
provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Funds. Delaware law offers a mutual fund certain advantages compared with
Massachusetts law. Delaware law provides that the shareholders and trustees of a
Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable for trust
obligations. Although the risk of this liability is remote, the Trustees have
determined that Delaware law should afford greater protection against potential
shareholder and trustee liability. Similarly, Delaware law provides that no
series of a
3
<PAGE>
Delaware business trust is liable for the debts of another series. This is
another potential, although remote, risk in the case of a Massachusetts business
trust.
It is anticipated that under the Delaware trust instrument, the Delaware
Trust will be required to have fewer shareholder meetings, potentially further
reducing costs. Delaware law affords to the Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees have the power
to amend the Delaware trust instrument, merge or consolidate the New Funds with
another entity and to change the Delaware Trust's domicile, in each case without
a shareholder vote. Any exercise of this authority by the Trustees will be
subject to applicable federal law. This flexibility should help to assure that
the Delaware Trust always operates under the most advanced form of organization,
and is intended to reduce the expense and frequency of future shareholder
meetings for non-investment-related operational issues. For a more detailed
comparison of the Trust's current Massachusetts trust instrument and the
proposed Delaware trust instrument, see "Certain Comparative Information about
the Trust and the Delaware Trust" on page 12.
Each of the New Funds has identical fundamental investment restrictions,
which are expected to become standard for all of the Phoenix Funds. These
restrictions differ in certain respects from those of the existing Funds.
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 New Funds. For a
more detailed comparison of the current and proposed fundamental investment
restrictions, see "Comparative Investment Restrictions" on page 6.
THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization consists of several steps that will occur on the closing
date following shareholder approval. First, each of the Funds will transfer all
of its assets to a corresponding New Fund in exchange solely for all of the
shares of such New Fund. The New Fund will also assume all of the liabilities of
the Fund. Immediately thereafter, each Fund will liquidate and distribute shares
of the corresponding New Fund to its shareholders in exchange for their shares
of that Fund. This will be accomplished by opening an account on the books of
the corresponding New Fund in the name of each shareholder of record of the Fund
and by crediting to each account the shares due in the reorganization. Every
shareholder will own the same number of shares of the corresponding class of the
New Fund as the number of Fund shares held by the shareholder in each class of
the Fund immediately before the reorganization.
The reorganization is subject to a number of conditions set forth in the
reorganization agreement. Certain of these conditions may be waived by the Board
of Trustees. The significant conditions which may not be waived include: (a) the
receipt by the Trust and the Delaware Trust of opinions of counsel as to certain
federal income tax aspects of the reorganization and (b) the approval of the
reorganization agreement by the shareholders of all of the Funds of the Trust.
The reorganization agreement may be terminated and the reorganization abandoned
at any time, before or after approval by the shareholders of the Funds prior to
the closing date, by the Board of Trustees. In addition, the reorganization
agreement may be amended by the Board of Trustees. However, the reorganization
agreement may not be amended subsequent to the shareholders meeting in a manner
that would change the method for determining the number of shares to be issued
to shareholders of the existing Funds without shareholder approval.
The closing of the reorganization is scheduled to occur on the first Monday
after the conditions to closing set forth in the reorganization agreement are
satisfied or waived. Phoenix currently anticipates that the closing will occur
on or about August 28, 2000.
The reorganization agreement authorizes each Fund, as the sole shareholder
of the corresponding New Fund prior to the distribution of shares of the New
Fund to Fund shareholders, to:
o elect trustees of the Delaware Trust; and
o approve an investment management agreement with Phoenix; and
o with respect to the Phoenix-Engemann Small Cap Fund, approve an
investment subadvisory agreement with Roger Engemann and Associates,
Inc.; and
o with respect to each of the Phoenix-Seneca Growth Fund and the
Phoenix-Seneca Strategic Theme Fund, approve an investment subadvisory
agreement with Seneca Capital Management LLC; and
o ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants for the New Funds.
4
<PAGE>
Following the completion of the reorganization, the Trustees intend to take
all appropriate and necessary action to liquidate and dissolve the Trust under
the laws of the Commonwealth of Massachusetts.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND
THAT THE SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix, the current adviser of the Funds, will continue to serve as
investment adviser to the New Funds following the reorganization. Roger Engemann
and Associates, Inc. ("Engemann"), the current subadviser to the
Phoenix-Engemann Small Cap Fund, will continue to serve as subadviser to the
Phoenix-Engemann Small Cap Fund following the reorganization. Seneca Capital
Management LLC ("Seneca"), the current subadviser to the Phoenix-Seneca Growth
Fund and to the Phoenix-Seneca Strategic Theme Fund, will continue to serve as
subadviser to the Phoenix-Seneca Growth Fund and to the Phoenix-Seneca Strategic
Theme Fund following the reorganization.
The reorganization agreement authorizes each Fund, while it is the sole
shareholder of the corresponding New Fund, to approve a new advisory agreement
with Phoenix, and a new investment subadvisory agreement with the current
subadviser, that are substantially identical to the current agreements. The rate
of advisory fees payable to the adviser and subadviser under the new advisory
and investment subadvisory agreements with respect to each New Fund will be the
same as under the current agreements.
Phoenix acts as the investment adviser for 14 fund companies totaling 38
mutual funds, as subadviser to two fund companies totaling three mutual funds,
and as adviser to institutional clients. Phoenix has acted as an investment
adviser for over sixty years. As of December 31, 1999, Phoenix had approximately
$25.7 billion in assets under management.
All of the outstanding stock of Phoenix is owned by Phoenix Equity Planning
Corporation ("Equity Planning" or "Distributor"), a subsidiary of Phoenix
Investment Partners, Ltd. ("PXP"). PXP is a New York Stock Exchange traded
company that provides investment management and related services to
institutional investors, corporations and individuals through operating
subsidiaries. Phoenix Home Life Mutual Insurance Company of Hartford,
Connecticut is a majority shareholder of PXP.
As compensation for its services to the Phoenix-Engemann Small Cap Fund and
to the Phoenix-Seneca Strategic Theme Fund, Phoenix receives a fee from each
Fund, which is accrued daily against the value of the Fund's net assets, equal
to 0.75% of the Fund's average daily net assets up to $1 billion, 0.70% of the
Fund's average daily net assets from $1 billion to $2 billion and 0.65% of the
Fund's average daily net assets in excess of $2 billion. As compensation for its
services to the Phoenix-Seneca Growth Fund, Phoenix receives a fee from the
Fund, which is accrued daily against the value of the Fund's net assets, equal
to 0.70% of the Fund's average daily net assets up to $1 billion, 0.65% of the
Fund's average daily net assets from $1 billion to $2 billion and 0.60% of the
Fund's average daily net assets in excess of $2 billion.
The current advisory agreement with Phoenix was last approved by the Board
of Trustees on November 19, 1999. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
adviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the 1940 Act.
Engemann acts as the adviser for five mutual funds, as subadviser to five
mutual funds, and as adviser to institutional clients. Engemann has acted as an
investment adviser for over 30 years. As of December 31, 1999, Engemann had
approximately $10.9 billion in assets under management. As compensation for its
services to the Phoenix-Engemann Small Cap Fund, Engemann receives a fee from
Phoenix, which is accrued daily against the value of the net assets of the
Phoenix-Engemann Small Cap Fund equal to 0.20% of the Fund's average daily net
assets up to $323 million, 0.375% of the Fund's average daily net assets from
$323 million to $1 billion, 0.35% of the Fund's average daily net assets from $1
billion to $2 billion, and 0.325% of the Fund's average daily net assets in
excess of $2 billion. Engemann does not receive any fee from the Fund.
The current investment subadvisory agreement with Engemann was last
approved by the Board of Trustees on November 19, 1999. The investment
subadvisory agreement may be terminated without penalty at any time by a similar
vote upon 60 days' notice or by the subadviser upon 60 days' written notice and
will automatically terminate in the event of its assignment as defined in
Section 2(a)(4) of the 1940 Act.
5
<PAGE>
Seneca acts as the subadviser to nine mutual funds and as adviser to
institutional clients. Seneca has acted as an investment adviser for over ten
years. As of December 31, 1999, Seneca had approximately $9.2 billion in assets
under management.
As compensation for its services to the Phoenix-Seneca Growth Fund, Seneca
receives a fee from Phoenix, which is accrued daily against the value of the
Fund's net assets equal to 0.20% of the Fund's average daily net assets up to
$184 million, 0.35% of the Fund's average daily net assets from $184 million to
$1 billion, 0.325% of the Fund's average daily net assets from $1 billion to $2
billion, and 0.30% of the Fund's average daily net assets in excess of $2
billion. Seneca does not receive any fee from the Fund.
The current investment subadvisory agreement with Seneca with respect to
the Phoenix-Seneca Growth Fund was last approved by the Board of Trustees on
November 19, 1999. The investment subadvisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
subadviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the 1940 Act.
As compensation for its services to the Phoenix-Seneca Strategic Theme
Fund, Seneca receives a fee from Phoenix, which is accrued daily against the
value of the Fund's net assets equal to 0.10% of the Fund's average daily net
assets up to $201 million, 0.375% of the Fund's average daily net assets from
$201 million to $1 billion, 0.350% of the Fund's average daily net assets from
$1 billion to $2 billion, and 0.325% of the Fund's average daily net assets in
excess of $2 billion. Seneca does not receive any fee from the Fund.
The current investment subadvisory agreement with Seneca with respect to
the Phoenix-Strategic Theme Fund was last approved by the Board of Trustees on
November 19, 1999. The investment subadvisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
subadviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the 1940 Act.
PricewaterhouseCoopers LLP currently serves as each Fund's independent
accountants and will also serve as independent accountants for the New Funds.
The reorganization agreement authorizes each Fund, while it is the sole
shareholder of the corresponding New Fund, to ratify the selection of
PricewaterhouseCoopers LLP as the New Fund's independent accountants. State
Street Bank and Trust Company will continue to serve as custodian of the New
Fund's assets following the reorganization. Equity Planning will continue to
serve as transfer agent following the reorganization.
FISCAL YEAR
Each of the Funds currently operates on a fiscal year ending April 30.
Following the reorganization, the New Funds will also operate on a fiscal year
ending April 30.
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGY
The investment objectives and principal investment strategy of each of the
New Funds will be identical to the investment objectives and principal
investment strategy of the corresponding Fund.
COMPARATIVE INVESTMENT RESTRICTIONS
Each of the Funds is currently subject to certain investment restrictions
that restrict the scope of its investments. As a result of the reorganization,
shareholders will hold an interest in a New Fund with somewhat different
investment restrictions than the Fund which they currently own. The differences
between the fundamental investment restrictions applicable to the Funds and the
fundamental investment restrictions applicable to the New Funds include the
following:
Diversification. The percentage limitations in the current diversification
restriction apply to all of each Fund's assets. The percentage limitations
applicable to each New Fund will apply to only 75% of the assets of the New
Fund. Consequently, 25% of each New Fund's assets are in a basket that is
excluded from the limitations. This would permit each New Fund to invest in a
smaller number of issuers than such Fund is currently permitted to invest in.
The restrictions are based upon the definition of a "diversified company" under
the 1940 Act.
Concentration. Each Fund has an investment restriction prohibiting the Fund
from investing more than 25% of its total assets in any "industry" or "group of
industries." The corresponding investment restriction of each New Fund does not
limit investments in any "group of industries." Phoenix believes that by
avoiding potential ambiguities over the definition of a "group of industries,"
each New Fund will be subject to a clearer standard that is easier for investors
to understand and investment personnel to follow.
Borrowing. The Phoenix-Seneca Growth Fund may not borrow money for any
purpose. Each of the Strategic Theme Fund and Phoenix-Engemann Small Cap Fund is
permitted to borrow up to 33 1/3% of total assets. Each New Fund has
6
<PAGE>
greater flexibility to borrow money in that it may borrow up to one-third of
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 a New Fund's net asset value resulting
from any increase or decrease in the market price of securities in such New
Fund's portfolio and, therefore, may increase the volatility of the New Funds.
Money borrowed will be subject to interest and other costs. These costs may
exceed the gain on securities purchased with borrowed funds. Each New Fund's
borrowing restrictions are based upon the limitations currently imposed on
mutual funds by the 1940 Act.
Senior Securities. Mutual funds are generally prohibited from issuing
"senior securities." The SEC staff has previously permitted mutual funds to
engage in certain trading activities, subject to certain limitations, that could
otherwise be viewed as senior securities. The restriction applicable to the New
Funds clarifies that the New Funds are allowed to engage in these activities to
the extent permitted by the SEC or the SEC staff.
Underwriting. The investment restriction on underwriting clarifies that a
New Fund would not violate the restriction if it were deemed an underwriter
simply as a result of the sale of the New Fund's portfolio securities under the
1933 Act or any other applicable law.
Real Estate. Under the Funds' current restriction, the Funds may not "deal"
in real estate, except for the purchase of marketable securities of companies
that deal in real estate. The proposed restriction would permit the New Funds to
acquire or lease office space for their own use, although it is not anticipated
that the New Funds will do so. The proposed restriction would also permit the
New Funds 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). While Phoenix believes this possibility is remote, this change
would provide useful flexibility should such an event occur.
Commodities. The current restriction prohibits the Funds from dealing in
commodities. The restriction applicable to each New Fund permits it to purchase
and sell derivatives that have a value tied to the value of a financial index,
financial instrument or other asset. These derivatives include, for example,
options, futures contracts and options on futures contracts. While the use of
derivatives can guard against potential risks, it can eliminate some
opportunities for gains. The main risk with derivatives is that some types can
amplify a gain or loss, potentially earning or losing substantially more money
than the actual cost of the derivative. With some derivatives, whether used for
hedging or speculation, there is also the risk that the counterpart may fail to
honor its contract terms, causing a loss for the New Funds. Each New Fund's
ability to engage in futures contracts and options on futures remains subject to
applicable rules of the Commodity Futures Trading Commission ("CFTC"). Under
current CFTC rules, a New Fund would not be permitted to enter into a futures
transaction 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.
Lending. Under the current restriction on lending, a Fund is only permitted
to lend its portfolio securities up to one-third of its net assets at the time
the loan is made. The lending restrictions applicable to the New Funds do 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
New Funds would be able to take advantage of that increased flexibility. The
lending restriction applicable to a New Fund would also permit each New 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.
Other Restrictions. Unlike the Funds, the New Funds do not have fundamental
investment restrictions relating to joint trades, pledging, purchases of
securities on margin, short sales, purchases of securities of unseasoned
issuers, purchases of securities of other investment companies or investments
for the purpose of exercising control or management. Phoenix believes these
restrictions were based on the requirements formerly imposed by state "blue sky"
regulations as a condition to registration. The state law requirements are no
longer applicable to mutual funds.
The table below sets forth the existing fundamental investment restrictions
of the Funds and the new fundamental investment restrictions which will be
applicable to the New Funds if the shareholders approve the proposed
reorganization. Fundamental investment restrictions may be changed only upon
approval by the holders of a majority of the outstanding shares of the Fund, as
defined in the 1940 Act.
7
<PAGE>
<TABLE>
---------------------------------- ------------------------------------------- -------------------------------------------
<CAPTION>
SUBJECT MATTER OF
RESTRICTION PROPOSED RESTRICTION CURRENT RESTRICTION
---------------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Diversification A Fund may not, with respect to 75% of A Fund may not purchase any securities
its total assets, purchase securities of (other than U.S. Government obligations)
an issuer (other than the U.S. if, as a result, more than 5% of the
Government, its agencies, value of the total assets of such Fund
instrumentalities or authorities or would be invested in securities of a
repurchase agreements collateralized by single issuer.
U.S. Government securities and other
investment companies), if: (a) such A Fund may not purchase any security if,
purchase would, at the time, cause more as a result, more than 10% of any class
than 5% of the Fund's total assets taken of securities or more than 10% of the
at market value to be invested in the outstanding voting securities of any
securities of such issuer; or (b) such issuer would be held.
purchase would at the time result in more
than 10% of the outstanding voting
securities of such issuer being held by
the Fund.
---------------------------------- ------------------------------------------- -------------------------------------------
Industry Concentration A Fund may not purchase securities if, A Fund may not invest more than 25%
after giving effect to the purchase, more of its total assets in any one industry
than 25% of its total assets would be or group of industries.
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).
---------------------------------- ------------------------------------------- -------------------------------------------
Borrowing A Fund may not borrow money, except (i) A Fund may not borrow money, except that
in amounts not to exceed one-third of the the Theme Fund and Small Cap Fund may
value of the Fund's total assets borrow money for investment purposes,
(including the amount borrowed) from provided that any such borrowing for
banks, and (ii) up to an additional 5% of investment purposes with respect to such
its total assets from banks or other Fund is (a) authorized by the Trustees
lenders for temporary purposes. For prior to any public distribution of the
purposes of this restriction, (a) shares of such Fund or is authorized by
investment techniques such as margin the shareholders of such Fund thereafter,
purchases, short sales, forward (b) is limited to 33-1/3% of the value of
commitments, and roll transactions, (b) the total assets (taken at market value)
investments in instruments such as of such Fund, and (c) is subject to an
futures contracts, swaps, and options and agreement by the lender that any recourse
(c) short-term credits extended in is limited to the assets of that Fund
connection with trade clearance and with respect to which the borrowing has
settlement, shall not constitute been made.
borrowing.
---------------------------------- ------------------------------------------- -------------------------------------------
Senior Securities A Fund may not issue "senior securities" 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.
---------------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
---------------------------------- ------------------------------------------- -------------------------------------------
<CAPTION>
SUBJECT MATTER OF
RESTRICTION PROPOSED RESTRICTION CURRENT RESTRICTION
---------------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Underwriting A Fund may not underwrite the securities A Fund may not underwrite the securities
issued by other persons, except to the of others.
extent that, in connection with the
disposition of portfolio securities, the
Fund may be deemed to be an underwriter
under applicable law.
---------------------------------- ------------------------------------------- -------------------------------------------
Real Estate A Fund may not purchase or sell real A Fund may not deal in real estate
estate, except that the Fund may (i) (including real estate limited
acquire or lease office space for its own partnerships) except that any Fund may
use, (ii) invest in securities of issuers purchase marketable securities of
that invest in real estate or interests companies that deal in real estate or
therein, (iii) invest in mortgage-related interests therein including real estate
securities and other securities that are investment trusts.
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.
---------------------------------- ------------------------------------------- -------------------------------------------
Commodities A Fund may not purchase or sell A Fund may not deal in commodities or
commodities or commodity contracts, commodities 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.
---------------------------------- ------------------------------------------- -------------------------------------------
Lending A Fund may not make loans, except that A Fund may not make loans to other
the Fund may (i) lend portfolio persons except that any Fund may lend
securities, (ii) enter into repurchase portfolio securities (up to 33% of net
agreements, (iii) purchase all or a assets at the time the loan is made) to
portion of an issue of debt securities, brokers or dealers or other financial
bank loan participation interests, bank institutions not affiliated with the
certificates of deposit, bankers' Trust or the Adviser, subject to
acceptances, debentures or other conditions established by the Adviser,
securities, whether or not the purchase and enter into repurchase transactions.
is made upon the original issuance of the
securities and (iv) participate in an
interfund lending program with other
registered investment companies.
---------------------------------- ------------------------------------------- -------------------------------------------
Joint Trades None. A Fund may not participate in any joint
trading accounts.
---------------------------------- ------------------------------------------- -------------------------------------------
Pledging None. A Fund may not pledge, mortgage or
hypothecate any securities or other
property.
---------------------------------- ------------------------------------------- -------------------------------------------
Margin None. A Fund may not purchase on margin.
---------------------------------- ------------------------------------------- -------------------------------------------
Short Sales None. A Fund may not engage in short sales.
---------------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
---------------------------------- ------------------------------------------- -------------------------------------------
<CAPTION>
SUBJECT MATTER OF
RESTRICTION PROPOSED RESTRICTION CURRENT RESTRICTION
---------------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Unseasoned Issuer None. The Growth Fund may not purchase any
security unless (a) the issuer or its
predecessor has had a three-year record
of continuous operation during which it
published balance sheets and income
statements, (b) at the end of its last
fiscal year, the issuer or its
predecessor reported gross receipts of
$1,000,000, and (c) the issuer or its
predecessor had an operating profit for
at least one fiscal year of the five
years immediately preceding.
---------------------------------- ------------------------------------------- -------------------------------------------
Investment Companies None. A Fund may not purchase any security of
an investment trust except for purchases
in the open market where no commission or
profit to a sponsor or dealer results
from such purchases, other than a
customary broker's commission.
---------------------------------- ------------------------------------------- -------------------------------------------
Control None. A Fund may not make an investment for the
purpose of exercising control or
management.
---------------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Trust will receive tax opinions
from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinions will
provide that, subject to customary assumptions and representations, on the basis
of the existing provisions of the Internal Revenue Code (the "Code"), the
Treasury regulations promulgated thereunder and current administrative and
judicial interpretations thereof, for federal income tax purposes:
o the transfer of all of the assets of each Fund solely in exchange for
shares of the corresponding New Fund and the assumption by the New Fund
of all known liabilities of the Fund, and the distribution of such
shares to the shareholders of the Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code; the
New Fund and the Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
o no gain or loss will be recognized by any Fund on the transfer of the
assets of the Fund to the corresponding New Fund in exchange for New
Fund shares and the assumption by the corresponding New Fund of all
known liabilities of the Fund or upon the distribution of New Fund
shares to the Fund shareholders in exchange for their shares of the
Fund;
o the tax basis of each Fund's assets acquired by the corresponding New
Fund will be the same to the New Fund as the tax basis of such assets
to the Fund immediately prior to the reorganization, and the holding
period of the assets of each Fund in the hands of the corresponding New
Fund will include the period during which those assets were held by the
Fund;
o no gain or loss will be recognized by the corresponding New Fund upon
the receipt of the assets of each Fund solely in exchange for the New
Fund shares and the assumption by the New Fund of all known liabilities
of the Fund;
o no gain or loss will be recognized by shareholders of each Fund upon
the receipt of shares of the corresponding New Fund by such
shareholders, provided such shareholders receive solely New Fund shares
(including fractional shares) in exchange for their Fund shares; and
10
<PAGE>
o the aggregate tax basis of the corresponding New Fund shares, including
any fractional shares, received by each shareholder of each Fund
pursuant to the reorganization will be the same as the aggregate tax
basis of the Fund shares held by such shareholder immediately prior to
the reorganization, and the holding period of the New Fund shares,
including fractional shares, to be received by each shareholder of a
Fund will include the period during which the Fund shares exchanged
therefor were held by such shareholder (provided that the Fund shares
were held as a capital asset on the date of the reorganization).
The Trust has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of a Fund in exchange for corresponding New Fund shares, the
assumption by the New Fund of all known liabilities of such Fund, and the
distribution of such shares to the Fund, do not constitute a "reorganization"
within the meaning of Section 368(a) of the Code, each Fund shareholder
generally will recognize gain or loss equal to the difference between the value
of the corresponding New Fund shares such shareholder acquires and the tax basis
of such shareholder's Fund shares.
Shareholders of the Funds should consult their tax advisers regarding the
effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Funds should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganization.
COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of each New Fund will be the same as those of
the corresponding Fund. Phoenix-Engemann Small Cap Fund currently offers Class A
and Class B shares. Phoenix-Seneca Growth Fund currently offers Class A, Class
B, Class C and Class X shares. Phoenix-Seneca Strategic Theme Fund currently
offers Class A, Class B and Class C shares. In the proposed reorganization,
shareholders will receive the corresponding class of shares of the corresponding
New Fund in exchange for their shares in each Fund. The reorganization will be
effected at net asset value. No sales charge will be imposed in connection with
the reorganization. For purposes of calculating the contingent deferred sales
charges that shareholders may pay when disposing of any shares of a New Fund
subject to a contingent deferred sales charge, the length of time the
shareholder holds shares in the New Fund will be added to the length of time the
shareholder held the shares in the corresponding Fund. Holders of shares subject
to a contingent deferred sales charge will continue to be subject to a
contingent deferred sales charge upon subsequent redemption to the same extent
as if the shareholder had continued to hold shares of the Fund.
Equity Planning serves as the distributor of shares for the Funds and will
also be the distributor of the New Funds. The Delaware Trust will adopt
distribution plans under Rule 12b-1 of the 1940 Act for each class of shares
relating to the sale and promotion of shares of the New Funds and the furnishing
of shareholder services that are substantially identical to the existing
distribution plans for the Trust.
COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
The New Funds will offer the same shareholder services as the Funds,
including a Systematic Withdrawal Program, telephone exchanges, telephone
redemptions and access to the Investo-Matic Program, an automatic investment
program.
Shareholders may exchange shares for another Phoenix Fund in the same class
of shares; e.g., Class A for Class A. Exchange privileges may not be available
for all Phoenix Funds and may be rejected or suspended.
Shares of the New Funds may be redeemed at a redemption price equal to the
net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. In the
case of redemption of shares subject to a contingent deferred sales charge,
investors will be subject to the applicable determined deferred sales charges,
if any, for such shares. Payment of redemption proceeds for redeemed New Fund
shares will be made within seven days after receipt of a redemption request in
proper form and documentation.
DIVIDENDS AND DISTRIBUTIONS
Each New Fund will have the same dividend and distribution policy as the
corresponding Fund. After the closing of the reorganization, Fund shareholders
who currently have dividends reinvested will continue to have dividends
reinvested in the New Fund. Shareholders who currently have capital gains
reinvested will continue to have capital gains reinvested in the New Fund.
11
<PAGE>
CERTAIN COMPARATIVE INFORMATION ABOUT THE TRUST AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
trust instrument and by-laws of the Trust and the trust instrument and by-laws
of the Delaware Trust. It is not a complete list of the differences.
Shareholders should refer to the provisions of these documents and state law
directly for a more thorough comparison. Copies of the trust instrument and
by-laws of the Trust and of the trust instrument and by-laws of the Delaware
Trust are available to shareholders without charge upon written request.
General. The Trust was organized as a Massachusetts business trust in June
1986. The Trust is currently governed by an Amended and Restated Master Trust
Agreement dated June 27, 1986, as amended (the "Massachusetts Trust
Instrument"). As a Massachusetts business trust, the Trust's operations are
currently governed by the Massachusetts Trust Instrument and applicable Federal
and Massachusetts law. The Delaware Trust was organized as a Delaware business
trust in June 2000. As a Delaware business trust, the Delaware Trust's
operations will be governed by an Agreement and Declaration of Trust (the
"Delaware Trust Instrument") and applicable Federal and Delaware law.
Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Trustees of the Trust
and, subject to applicable requirements of the 1940 Act and Delaware law,
broader authority to act. The increased flexibility may allow the Trustees to
react more quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Trust to operate in a more efficient and economical
manner. The Trustees' existing fiduciary obligations to act with due care and in
the interest of shareholders will not be affected by the reorganization.
Term of Trustees. The term of office of a Trustee of both the Trust and the
Delaware Trust is unlimited in duration unless the Trustees themselves adopt a
limited term. A person serving as Trustee will continue as Trustee until the
person resigns, dies or is removed from office. Under the Delaware Trust
Instrument, a Trustee may be removed with or without cause at any meeting of
shareholders by a vote of at least two-thirds of the outstanding shares of the
Trust or by a vote of two-thirds of the number of Trustees prior to such
removal. The Massachusetts Trust Instrument also provides that any Trustee may
be removed by the affirmative vote of the holders of two-thirds of the
outstanding shares. However, a Trustee may be removed by two-thirds of the
remaining Trustees only for cause.
Liability of Trustees and Officers. A Trustee of both the Trust and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee. Under the Massachusetts Trust
Instrument and the by-laws of the Delaware Trust, Trustees, officers and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder who is
exposed to liability by reason of a claim or demand relating to such person
being a shareholder. The Delaware Trust Instrument expands the shareholder
indemnification provision to include former shareholders.
Shareholder Voting. The voting rights of shareholders of the Trust are
based on the number of shares the shareholder owns. Each holder of a share of a
Fund is entitled to one vote for each whole share and a proportionate fractional
vote for each fractional share. When a registered investment company has
multiple series, as does the Trust, the share price of each series will likely
differ. As a result, holders of lower-priced shares of a series of the Trust
have a greater amount of influence on matters submitted to a shareholder vote
than shareholders holding an equivalent dollar amount of higher priced shares of
the Trust. As a shareholder of the Delaware Trust, voting rights will be
dollar-based. Each shareholder will have one vote for each dollar of net asset
value held by the shareholder regardless of the number of shares held. Under
dollar-based voting rights, a shareholder's voting power will be in direct
proportion to the shareholder's investment in the Delaware Trust.
Shareholder Meetings. The Delaware Trust and the Trust are not required to
hold annual shareholder meetings. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of a Fund may call a
special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.
12
<PAGE>
Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of a New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval. Under
the Massachusetts Trust Instrument, a majority of the outstanding shares of a
Fund must approve a merger of the Fund with another business organization, or
the sale or exchange of all or substantially all of the property of the Fund.
Termination of the Trust or a Fund. Under the Delaware Trust Instrument,
the Delaware Trust may be terminated at any time by the Trustees alone, upon
written notice to the shareholders, or by vote of a majority of the shares of
the Delaware Trust. A New Fund or a class thereof may be terminated at any time
by a vote of a majority of the shares of the New Fund or class or by the
Trustees by written notice to the shareholders of the New Fund or class. Under
the Massachusetts Trust Instrument, the holders of at least two-thirds of the
shares of each Fund must approve the termination of the Trust. The termination
of a Fund requires an affirmative vote of the holders of at least two-thirds of
the shares of the Fund.
Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights). The
Massachusetts Trust Instrument may generally only be amended by the affirmative
vote of the majority of shareholders. The Trustees may amend the Massachusetts
Trust Instrument without shareholder approval to conform the Massachusetts Trust
Instrument to the requirements of applicable federal laws or regulations, or the
requirements of the regulated investment company provisions of the Internal
Revenue Code.
Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust or its shareholders. The Delaware Trust Instrument
does not provide shareholders a similar right.
Shareholder Appraisal Rights. The Massachusetts Trust Instrument provides
shareholders with the right to demand an appraisal of the value of their shares
in a merger, consolidation, sale or exchange of assets to the same extent as a
shareholder of a Massachusetts business corporation. The Delaware Trust
Instrument does not provide for shareholder appraisal rights. Appraisal rights
are highly unusual in the context of open-end investment companies, and it is
the position of the SEC that state appraisal rights given to mutual fund
shareholders would violate the 1940 Act.
CERTAIN INFORMATION REGARDING THE TRUSTEES
Federal securities laws require that at least one-half of the Trustees
of the Trust and, following the reorganization, the Delaware Trust, be elected
by shareholders. The Trust currently meets this standard. Rather than call
another shareholder meeting to vote on Trustees after the reorganization, the
reorganization agreement authorizes each Fund, while it is the sole shareholder
of the corresponding New Fund, to elect the then current Trustees of the Trust,
except for Calvin J. Pedersen, as the Trustees of the Delaware Trust.
Information on the individuals that will serve as the Trustees and
officers of the Delaware Trust and their business affiliations for the past five
years is set forth below. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480.
Trustees whose names are preceded by an asterisk will be "interested persons" of
the Delaware Trust (as defined in the 1940 Act).
<TABLE>
------------------------------------- ----------------- ------------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH TRUST DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
Robert Chesek (66) Trustee Trustee/Director (1981-present) and Chairman (1989-1994),
49 Old Post Road Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund, Phoenix
Wethersfield, CT 06109 Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
------------------------------------- ----------------- ------------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH TRUST DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
E. Virgil Conway (71) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Blackrock Freddie Mac
Mortgage Securities Fund (Advisory Director) (1990-present),
Centennial Insurance Company (1974-present), Josiah Macy, Jr.,
Foundation (1975-present), The Harlem Youth Development
Foundation (1987-present). Chairman, (1998-present), Accuhealth
Trism, Inc. (1994-present), Realty Foundation of New York
(1972-present), and New York Housing Partnership Development
Corp. (1985-present). Vice Chairman, Academy of Political
Science (1985-present). Director/Trustee, Phoenix Funds
(1993-present). Trustee, Phoenix-Aberdeen Series Fund, Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present). Director, Duff & Phelps
Utilities Tax-Free Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present). Chairman/Member, Audit
Committee of the City of New York (1981-1996). Advisory
Director, Blackrock Fannie Mae Mortgage Securities Fund
(1989-1996) and Fund Directions (1993-1998). Chairman, Financial
Accounting Standards Advisory Council (1992-1995).
------------------------------------- ----------------- ------------------------------------------------------------------
Harry Dalzell-Payne (71) Trustee Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Elmore Court Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Elmore, GLOS GL2 6NT, UK Funds (1999-present). Director, Duff & Phelps Utilities Tax-Free
Income Inc. and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present). Formerly a Major General of the British
Army.
------------------------------------- ----------------- ------------------------------------------------------------------
*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
8477 Bay Colony Dr. Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Apt. 902 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Naples, FL 34108 Funds (2000-present). Director, Duff & Phelps Utilities Income
Inc. (1987-present), Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1993-present). Director, The Empire District
Electric Company (1984-present). Director (1989-1997), Chairman
of the Board (1993-1997), President (1989-1993), and Chief
Executive Officer (1989-1995), Phoenix Investment Partners, Ltd.
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
14
<PAGE>
<TABLE>
------------------------------------- ----------------- ------------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH TRUST DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
Leroy Keith, Jr. (61) Trustee Chairman (1995-present) and Chief Executive Officer (1995-1999),
Chairman Carson Products Company. (1995-present). Director/Trustee,
Carson Products Company Phoenix Funds (1980-present). Trustee, Phoenix-Aberdeen Series
64 Ross Road Fund, Phoenix Duff & Phelps Institutional Mutual Funds
Savannah, GA 30750 (1996-present) and Phoenix-Seneca Funds (2000-present).
Director, Equifax Corp. (1991-present) and Evergreen
International Fund, Inc. (1989-present). Trustee, Evergreen
Liquid Trust, Evergreen Tax Exempt Trust, Evergreen Tax Free
Fund, Master Reserves Tax Free Trust, and Master Reserves Trust.
------------------------------------- ----------------- ------------------------------------------------------------------
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
President (1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive
Vice President, Investments (1988-present), Phoenix Home Life
Mutual Insurance Company. Director/Trustee and President,
Phoenix Funds (1989-present). Trustee and President,
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1995-present) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1995-present).
Trustee, Phoenix-Seneca Funds (1999-present). Director
(1983-present) and Chairman (1995-present), Phoenix Investment
Counsel, Inc. Director (1984-present) and President (1990-1999),
Phoenix Equity Planning Corporation. Chairman and Chief
Executive Officer, Phoenix/Zweig Advisers LLC (1999-present).
Director, PXRE Corporation (Delaware) (1985-present) and World
Trust Fund (1991-present). Director and Executive Vice
President, Phoenix Life and Annuity Company (1996-present).
Director and Executive Vice President, PHL Variable Insurance
Company (1995-present). Director, Phoenix Charter Oak Trust
Company (1996-present). Director and Vice President, PM
Holdings, Inc. (1985-present). Director (1992-present) and
President (1992-1994), W.S. Griffith & Co., Inc. Director, PHL
Associates, Inc. (1995-present).
------------------------------------- ----------------- ------------------------------------------------------------------
Everett L. Morris (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities Tax-Free
Income Inc. (1991-present) and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1993-present).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
------------------------------------- ----------------- ------------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH TRUST DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
*James M. Oates (54) Trustee Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown Group
The Wydown Group (1994-present). Director, Phoenix Investment Partners, Ltd.
IBEX Capital Markets, Inc. (1995-present). Director/Trustee, Phoenix Funds (1987-present).
60 State Street Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Boston, MA 02109 Funds (2000-present). Director, AIB Govett Funds (1991-present),
Investors Financial Service Corporation (1995-present),
Investors Bank & Trust Corporation (1995-present), Plymouth
Rubber Co. (1995-present), Stifel Financial (1996-present),
Command Systems, Inc. (1998-present), Connecticut River Bancorp
(1998-present) and Endowment for Health (1999-present). Vice
Chairman, Massachusetts Housing-Partnership (1998-2000).
Director, Blue Cross and Blue Shield of New Hampshire
(1994-1999).
------------------------------------- ----------------- ------------------------------------------------------------------
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Sherborn, MA 01770 Funds (2000-present). Director, Boston Edison Company
(1978-present), Landauer, Inc. (medical services)
(1970-present), Tech Ops./Sevcon, Inc. (electronic controllers)
(1987-present), and Mark IV Industries (diversified
manufacturer) (1985-present). Member, Directors Advisory
Council, Phoenix Home Life Mutual Insurance Company
(1998-present). Director, Phoenix Home Life Mutual Insurance
Company (1972-1998).
------------------------------------- ----------------- ------------------------------------------------------------------
Richard E. Segerson (54) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Managing Director, Mullin Associates
(1993-1998).
------------------------------------- ----------------- ------------------------------------------------------------------
Lowell P. Weicker, Jr. (69) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, UST Inc. (1995-present), HPSC
Inc. (1995-present), Burroughs Wellcome Fund (1996-present) and
Compuware (1996-present). Visiting Professor, University of
Virginia (1997-present). Director, Duty Free International, Inc.
(1997). Chairman, Dresing, Lierman, Weicker (1995-1996).
Governor of the State of Connecticut (1991-1995).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
------------------------------------- ----------------- ------------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH TRUST DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
Michael E. Haylon (42) Executive Director and Executive Vice President, Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Director
President (1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix
Funds (1993-present) and Phoenix-Aberdeen Series Fund
(1996-present). Executive Vice President (1997-present), 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 (48) Executive President, Retail Division (1999-present), Executive Vice
Vice President, Retail Division (1997-1999), Phoenix Investment
President Partners, Ltd. Managing Director, Retail Distribution, Phoenix
Equity Planning Corporation (1995-present). Executive Vice
President, Phoenix Funds (1998-present) and Phoenix-Aberdeen
Series Funds (1998-present). Managing Director, Director and
National Sales Manager, Putnam Mutual Funds (1992-1995).
------------------------------------- ----------------- ------------------------------------------------------------------
J. Roger Engemann (59) Senior Vice President and Director, Roger Engemann & Associates, Inc.
600 Rosemead Blvd. President (1969-present). President and Director, Pasadena Capital
Pasadena, CA 91107-2138 Corporation (1988-present). Chairman, President and Trustee,
Phoenix-Engemann Funds (1986-present). President and Director,
Roger Engemann Management Co., Inc. (1985-present). Managing
Director, Equities, Phoenix Investment Counsel, Inc.
(1998-present). Senior Vice President, The Phoenix Edge Series
Fund and Phoenix Series Fund (1998-present).
------------------------------------- ----------------- ------------------------------------------------------------------
Gail P. Seneca (47) Senior Vice Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. President (1998-present). President (1996-present) and Trustee
San Francisco, CA 94133 (1996-2000), Phoenix-Seneca Funds. President, Chief Executive
and Investment Officer, Seneca Capital Management LLC
(1996-present). Chief Investment Officer and managing general partner
(1989-present), GMG/Seneca Capital Management, L.P. Senior
Vice President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
------------------------------------- ----------------- ------------------------------------------------------------------
Robert S. Dreissen (52) Vice President Vice President and Compliance Officer, Phoenix Investment
and Assistant Partners, Ltd. (1999-present) and Phoenix Investment Counsel,
Secretary Inc. (1999-present). Vice President, Phoenix Funds,
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present). Compliance Officer
(2000-present) and Associate Compliance Officer (1999), PXP
Securities Corporation. 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).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
17
<PAGE>
<TABLE>
------------------------------------- ----------------- ------------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH TRUST DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
Ronald K. Jacks (35) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. (1998-present). Secretary (1996-present) and Trustee
San Francisco, CA 94133 (1996-1997), Phoenix-Seneca Funds. Portfolio Manager, Seneca
Capital Management LLC (1996-present). Portfolio Manager,
GMG/Seneca Capital Management, L.P. (1990-present). Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
------------------------------------- ----------------- ------------------------------------------------------------------
Richard D. Little (51) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. (1998-present). Vice President, Phoenix-Seneca Funds
San Francisco, CA 94133 (1996-present). General Partner and Director of Equities,
GMG/Seneca Capital Management, L.P. (1989-present). Director of
Equities, Seneca Capital Management LLC (1996-present). Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
------------------------------------- ----------------- ------------------------------------------------------------------
James E. Mair (58) Vice President Executive Vice President (1994-present), Senior Vice President
600 Rosemead Blvd. (1983-1994), Roger Engemann & Associates, Inc. Director
Pasadena, CA 91107-2138 (1990-present), Executive Vice President (1994-present), Senior
Vice President (1990-1994), Pasadena Capital Corporation.
Director, Pasadena National Trust (1989-present). Executive Vice
President (1994-present), Security Analyst (1983-1994), Roger
Engemann Management Co., Inc. Managing Director, Equities,
Phoenix Investment Counsel, Inc. (1998-present). Vice President,
The Phoenix Edge Series Fund and Phoenix Series Fund
(1998-present).
------------------------------------- ----------------- ------------------------------------------------------------------
William R. Moyer (55) Vice President Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. (1999-present), Senior Vice President and Chief Financial
P.O. Box 2200 Officer (1995-1999), Phoenix Investment Partners, Ltd.
Enfield, CT 06083-2200 (1995-present). Senior Vice President (1990-present), Chief
Financial Officer (1996-present), Finance (until 1996), and
Treasurer (1998-present and 1994-1996), Phoenix Equity Planning
Corporation. Director (1998-present), Senior Vice President
(1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc.
Treasurer (1999-present), Vice President and Chief Financial
Officer, Duff & Phelps Investment Management Co. (1996-1999).
Vice President, Phoenix Funds (1990-present), Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present) and Phoenix
Aberdeen Series Fund (1996-present). Vice President, Investment
Products Finance, Phoenix Home Life Mutual Insurance Company
(1990-1995). Senior Vice President, Chief Financial Officer,
W.S. Griffith & Co., Inc. (1992-1995) and Townsend Financial
Advisers, Inc. (1993-1995).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
------------------------------------- ----------------- ------------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH TRUST DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
John S. Tilson (56) Vice President Executive Vice President (1994-present), Senior Vice President
600 Rosemead Blvd. (1983-1994), Roger Engemann & Associates, Inc. Director
Pasadena, CA 91107-2138 (1990-present), Executive Vice President (1994-present), Senior
Vice President (1990-1994), Pasadena Capital Corporation. Chief
Financial Officer and Secretary, Phoenix-Engemann Funds
(1988-present). Executive Vice President (1994-present),
Security Analyst (1983-1994), Roger Engemann Management Co.,
Inc. Managing Director, Equities, Phoenix Investment Counsel,
Inc. (1998-present). Vice President, The Phoenix Edge Series
Fund and Phoenix Series Fund (1998-present).
------------------------------------- ----------------- ------------------------------------------------------------------
G. Jeffrey Bohne (52) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Vice President, Transfer Agent
Greenfield, MA 01301 Operations (1993-1996), Senior Vice President (1999-present),
Vice President (1996-1999), Mutual Fund Customer Service,
Phoenix Equity Planning Corporation. Secretary/Clerk, Phoenix
Funds (1993-present), Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Aberdeen Series Fund
(1996-present). Vice President, Home Life of New York Insurance
Company (1984-1992).
------------------------------------- ----------------- ------------------------------------------------------------------
Nancy G. Curtiss (47) Treasurer Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Aberdeen
Series Fund (1996-present). Vice President, Fund Accounting
(1994-2000) and Treasurer (1996-2000), Phoenix Equity Planning
Corporation. Second Vice President and Treasurer, Fund
Accounting, Phoenix Home Life Mutual Insurance Company
(1994-1995). Various positions with Phoenix Home Life Insurance
Company (1987-1994).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
For services rendered to the Trust for the fiscal year ended April 30,
2000, the Trustees received aggregate remuneration of $44,963. For services on
the Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a
full-time employee of Phoenix or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and a fee of $2,500 per joint meeting of
the Boards. Each Trustee who serves on the Audit Committee receives a retainer
at the annual rate of $2,000 and a fee of $2,000 per joint Audit Committee
meeting attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and a fee of $1,000 per joint Nominating
Committee meeting attended. Each Trustee who serves on the Executive Committee
and who is not an interested person of the Fund receives a retainer at the
annual rate of $2,000 and $2,000 per joint Executive Committee meeting attended.
The function of the Executive Committee is to serve as a contract review,
compliance review and performance review delegate of the full Board of Trustees.
Costs are allocated equally to each of the series and 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
Phoenix who are interested persons are compensated by Phoenix and receive no
compensation from the Trust.
CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee and a Nominating Committee.
The Audit Committee of the Trust consists of four of the Trustees who are not
interested persons of the Trust (i.e., the "independent Trustees"). The Audit
Committee meets with the Trust's auditors to review the scope of the auditing
procedures, the adequacy of internal controls, compliance by the Trust with the
accounting, record keeping and financial reporting requirements of the 1940 Act,
and the possible effect on Trust operations of any new or proposed tax or other
regulations applicable to investment companies. The Audit Committee makes an
annual recommendation concerning the appointment of auditors and reviews and
recommends policies and practices relating to principles to be followed in the
conduct of Trust operations. The Audit Committee reports the results of its
inquiries to the Board of Trustees. The Audit Committee currently consists of E.
Virgil
19
<PAGE>
Conway, Herbert Roth Jr., Richard E. Segerson and Lowell P. Weicker, Jr. The
Audit Committee held three meetings during the fiscal year ended April 30, 2000.
The Nominating Committee consists of four Trustees who are not interested
persons of the Trust. It recommends to the Board of Trustees persons to be
elected as Trustees. During the fiscal year ended April 30, 2000, the Nominating
Committee held brief meetings as needed in conjunction with regular quarterly
executive sessions of the independent Trustees. The Nominating Committee
currently consists of Robert Chesek, Harry Dalzell-Payne, Leroy Keith Jr. and
Herbert Roth Jr. It will consider individuals proposed by a shareholder for
election as a Trustee. Shareholders who wish to submit the name of any
individual must submit in writing a brief description of the proposed nominee's
business experience and other information relevant to the qualifications of the
individual to serve as a Trustee of the Trust.
The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.
The Board of Trustees held five meetings during the fiscal year ended April
30, 2000. Each Trustee, except Herbert Roth, Jr., was present for at least 75%
of the total number of meetings of the Board and of those committees of which
the Trustee was a member which were held during his tenure.
For the Trust's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TRUST AND FUND COMPLEX
COMPENSATION BENEFITS ACCRUED AS BENEFITS UPON (38 FUNDS) PAID TO
NAME FROM TRUST PART OF TRUST EXPENSES RETIREMENT TRUSTEES
---- ---------- ---------------------- ---------- --------
<S> <C> <C> <C> <C>
Robert Chesek $4,350 $60,500
E. Virgil Conway(1) $5,360 $72,250
Harry Dalzell-Payne(1) $5,010 $89,250
Francis E. Jeffries $4,175* None for any None for any $58,000
Leroy Keith, Jr. $4,350 Trustee Trustee $60,500
Philip R. McLoughlin(1) $ 0 $ 0
Everett L. Morris(1) $3,785* $51,500
James M. Oates(1) $4,560 $64,250
Calvin J. Pederson $ 0 $ 0
Herbert Roth, Jr.(1) $3,598 $48,500
Richard E. Segerson $4,975* $69,000
Lowell Weicker, Jr. $4,800 $65,780
</TABLE>
------------------
*This compensation (and the earnings thereon) will be deferred pursuant to
the Directors' Deferred Compensation Plan. At March 31, 2000, the total amount
of deferred compensation (including interest and other accumulation earned on
the original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
Segerson was $507,603, $194,387, $180,843 and $100,929, respectively. At
present, by agreement among the Trust, the Distributor and the electing Trustee,
Trustee fees that are deferred are paid by the Trust to the Distributor. The
liability for the deferred compensation obligation appears only as a liability
of the Distributor.
(1)Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.
INVESTMENT ADVISER, SUBADVISERS, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, Connecticut
06115-0480 is the Trust's investment adviser. Roger Engemann & Associates, Inc.,
600 North Rosemead Boulevard, Pasadena, California 91107 is subadviser to the
Phoenix-Engemann Small Cap Fund. Seneca Capital Management LLC, 909 Montgomery
Street, San Francisco, California 94133 is subadviser to Phoenix-Seneca Growth
Fund and Phoenix-Seneca Strategic Theme Fund.
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Trust's underwriter and as
the Trust's financial agent.
OTHER BUSINESS
The Board of Trustees of the Trust knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the shareholders of the Funds arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Funds and the shareholders of the Funds.
20
<PAGE>
The Trust 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 their Fund should send their written
submissions to the principal executive offices of the Fund at 101 Munson Street,
Greenfield, Massachusetts 01301.
21
<PAGE>
APPENDIX A
----------
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _______, 2000, by and between Phoenix Strategic Equity Series
Fund, a Massachusetts business trust (the "Predecessor Trust"), on behalf of the
Phoenix-Engemann Small Cap Fund, Phoenix-Seneca Growth Fund and Phoenix-Seneca
Strategic Theme Fund series (collectively, the "Predecessor Funds" and each
individually, a "Predecessor Fund"), and Phoenix Strategic Equity Series Fund, a
Delaware business trust (the "Successor Trust"), on behalf of the
Phoenix-Engemann Small Cap Fund, Phoenix-Seneca Growth Fund and Phoenix-Seneca
Strategic Theme Fund series (collectively, the "Successor Funds" and each
individually, a "Successor Fund").
All references in this Agreement to action taken by the Predecessor Funds
or the Successor Funds shall be deemed to refer to action taken by the
Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective portfolio series.
This Agreement is intended to be and is adopted as plans of reorganization
within the meaning of Section 368(a) of the United States Internal Revenue Code
of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will
consist of the transfer by each Predecessor Fund of all of its assets to the
corresponding Successor Fund, in exchange solely for shares of beneficial
interest in such Successor Fund ("New Shares") having a net asset value equal to
the net asset value of the corresponding Predecessor Fund, the assumption by
each Successor Fund of all the liabilities of the corresponding Predecessor
Fund, and the distribution of the New Shares to the shareholders of each
Predecessor Fund in complete liquidation of such Predecessor Fund as provided
herein, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Predecessor Trust and the Successor Trust are each open-end,
registered investment companies of the management type; and
WHEREAS, the Board of Trustees of the Predecessor Trust and the Board of
Trustees of the Successor Trust have determined that it is in the best interest
of the Predecessor Trust and the Successor Trust, respectively, that the assets
of the Predecessor Trust be acquired by the Successor Trust pursuant to this
Agreement and in accordance with the applicable statutes of the Commonwealth of
Massachusetts and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Predecessor Trust
agrees to transfer all of the assets of each Predecessor Fund, as set forth in
paragraph 1.2, to the corresponding Successor Fund and the Successor Trust
agrees in exchange therefor: (i) to deliver to the Predecessor Trust a number of
full and fractional New Shares of each class of each Successor Fund equal to the
number of shares of the corresponding class of the corresponding Predecessor
Fund as of the time and date set forth in Article 2, and (ii) to assume all the
liabilities of each Predecessor Fund, as set forth in paragraph 1.2. Such
transactions shall take place at the closing provided for in paragraph 2.1 (the
"Closing").
1.2 The assets of the Predecessor Funds to be acquired by the
corresponding Successor Funds shall consist of all property, including, without
limitation, all cash, securities, commodities and futures interests, and
dividends or interest receivable which are owned by the Predecessor Funds and
any deferred or prepaid expenses shown as an asset on the books of the
Predecessor Funds on the closing date provided in paragraph 2.1 (the "Closing
Date"). All liabilities, expenses, costs, charges and reserves of the
Predecessor Funds, to the extent that they exist at or after the Closing, shall
after the Closing attach to the corresponding Successor Funds and may be
enforced against the Successor Funds to the same extent as if the same had been
incurred by the Successor Funds.
1.3 Immediately upon delivery to the Predecessor Funds of the New
Shares, the Predecessor Funds, as the then sole shareholders of the Successor
Funds, shall (i) with the exception of Calvin J. Pedersen, elect as trustees of
the Trust the persons who currently serve as trustees of the Predecessor Trust;
(ii) approve an Investment Management Agreement between the Trust, on behalf of
the Successor Funds and Phoenix Investment Counsel, Inc. (the "Investment
Manager"),
<PAGE>
(iii) in the case of the Phoenix-Engemann Small Cap Fund, approve a Subadvisory
Agreement by and between the Investment Manager, on behalf of such fund, and
Roger Engemann and Associates, Inc., (iv) in the case of each of the
Phoenix-Seneca Growth Fund and the Phoenix-Seneca Strategic Theme Fund, approve
a Subadvisory Agreement by and between Investment Manager, on behalf of such
fund, and Seneca Capital Management LLC, and (v) ratify the selection of
PricewaterhouseCoopers LLP as the independent accountants of the Successor
Funds.
1.4 Immediately following the action contemplated by paragraph 1.3, the
Predecessor Funds will distribute pro rata to their respective shareholders of
record, determined as of immediately after the close of business on the Closing
Date (the "Current Shareholders"), the corresponding New Shares received by the
Predecessor Trust pursuant to paragraph 1.1. Such distribution and liquidation
will be accomplished by the transfer of the New Shares then credited to the
accounts of the Predecessor Funds on the books of the Successor Funds to open
accounts on the share records of the Successor Funds in the names of the Current
Shareholders and representing the respective pro rata number of the New Shares
of the corresponding class due such shareholders. All issued and outstanding
shares of the Predecessor Funds will simultaneously be canceled on the books of
the Predecessor Trust, although share certificates representing interests in the
Predecessor Trust will represent a number of Successor Shares after the Closing
Date as determined in accordance with paragraph 2.2. The Successor Funds shall
not issue certificates representing the New Shares in connection with such
exchange. Ownership of New Shares will be shown on the books of the Successor
Trust's transfer agent. As soon as practicable after the Closing, the
Predecessor Trust shall take all steps necessary to effect a complete
liquidation of the Predecessor Funds and shall file such instruments, if any, as
are necessary to effect the dissolution of the Predecessor Trust and shall take
all other steps necessary to effect such dissolution.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the next Monday that is a full business
day following satisfaction (or waiver as provided herein) of all of the
conditions set forth in Articles 4 of this Agreement (other than those
conditions which may by their terms be satisfied only at the Closing), or such
later date as the parties may agree to in writing. All acts taking place at the
Closing shall be deemed to take place simultaneously as of immediately after the
close of business on the Closing Date unless otherwise agreed to by the parties.
The close of business on the Closing Date shall be as of 4:00 p.m. New York
Time. The Closing shall be held at the offices of Phoenix Investment Counsel,
Inc. ("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such
other time and/or place as the parties may agree.
2.2 The Predecessor Trust shall cause Phoenix Equity Planning
Corporation (the "Transfer Agent"), transfer agent of the Predecessor Funds, to
deliver at the Closing a certificate of an authorized officer stating that its
records contain the names and addresses of the Current Shareholders and the
number and percentage ownership of outstanding shares of the Predecessor Funds
and the class of each Predecessor Fund owned by each such shareholder
immediately prior to the Closing. The Successor Funds shall issue and deliver a
confirmation evidencing the New Shares to be credited on the Closing Date to the
Secretary of the Predecessor Trust or provide evidence satisfactory to the
Predecessor Trust that such New Shares have been credited to the accounts of the
Predecessor Funds on the books of the Successor Funds. At the Closing, each
party shall deliver to the other such bills of sales, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Trust, on behalf of each Predecessor Fund, hereby
represents and warrants to the Successor Funds as follows:
(i) the Predecessor Trust is duly organized, validly existing and
in good standing under the laws of the Commonwealth of Massachusetts and has
full power and authority to conduct its business as presently conducted;
(ii) the Predecessor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of each
Predecessor Fund;
(iii) the execution and delivery of this Agreement on behalf of
each Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Predecessor Trust or the shareholders of the Predecessor Fund (other than as
contemplated in paragraph 4.1(vi) are necessary to authorize this Agreement and
the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Predecessor
Trust on behalf of the Predecessor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy,
A-2
<PAGE>
reorganization, insolvency, moratorium and other rights affecting creditors'
rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by the
Predecessor Trust on behalf of the Predecessor Funds, nor the consummation by
the Predecessor Trust on behalf of the Predecessor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both) a breach of or default under,
the Declaration of Trust or By-Laws of the Predecessor Trust, as each may be
amended, or any statute, regulation, order, judgment or decree, or any
instrument, contract or other agreement to which the Predecessor Trust is a
party or by which the Predecessor Trust or any of its assets is subject or
bound; and
(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Predecessor Trust on behalf of the
Predecessor Funds or the consummation of any transactions contemplated hereby by
the Predecessor Trust, other than as shall be obtained at or prior to the
Closing.
3.2 The Successor Trust, on behalf of the Successor Funds, hereby
represents and warrants to the Predecessor Funds as follows:
(i) The Successor Trust is duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power and
authority to conduct its business as presently conducted;
(ii) the Successor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of the Successor
Funds;
(iii) the execution and delivery of this Agreement on behalf of
the Successor Funds and the consummation of the transactions contemplated hereby
are duly authorized and no other proceedings on the part of the Successor Trust
or the shareholders of the Successor Funds are necessary to authorize this
Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Successor Trust
on behalf of the Successor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by the
Successor Trust on behalf of the Successor Funds, nor the consummation by the
Successor Trust on behalf of the Successor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both constitute) a breach of or
default under, the Master Trust Agreement (the "Master Trust Agreement") or
By-Laws of the Successor Trust, as each may be amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Successor Trust is a party or by which the Successor
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Successor Trust on behalf of the Successor
Funds or the consummation of any transactions contemplated hereby by the
Successor Trust, other than as shall be obtained at or prior to the Closing.
4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Trust on behalf of the
Predecessor Funds and the Successor Trust on behalf of the Successor Funds to
effectuate the Reorganization shall be subject to the satisfaction of the
following conditions:
(i) The Successor Trust shall have succeeded to the registration
statement of the Predecessor Trust on Form N-1A under the Securities Act of
1933, as amended (the "Securities Act") and such amendment or amendments thereto
as are determined by the Board of Trustees of the Successor Trust to be
necessary and appropriate to effect the registration of the New Shares (the
"Post-Effective Amendment"), shall have been filed with the Securities and
Exchange Commission (the "Commission") and the Post-Effective Amendment shall
have become effective, and no stop-order suspending the effectiveness of the
Post-Effective Amendment shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened by the Commission (and not
withdrawn or terminated);
A-3
<PAGE>
(ii) The applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;
(iii) All representations and warranties of the Predecessor Trust
on behalf of the Predecessor Funds contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Successor Trust on
behalf of the Successor Funds shall have received a certificate of an officer of
the Predecessor Trust acting on behalf of the Predecessor Funds to that effect
in form and substance reasonably satisfactory to the Successor Trust on behalf
of the Successor Funds;
(iv) All representations and warranties of the Successor Trust on
behalf of the Successor Funds contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Trust on
behalf of the Predecessor Funds shall have received a certificate of an officer
of the Successor Trust acting on behalf of the Successor Funds to that effect in
form and substance reasonably satisfactory to the Predecessor Trust on behalf of
the Predecessor Funds;
(v) The Predecessor Trust on behalf of the Predecessor Funds and
the Successor Trust on behalf of the Successor Funds shall have received
opinions from Goodwin, Procter & Hoar LLP regarding certain tax matters in
connection with the Reorganization; and
(vi) A vote approving this Agreement shall have been adopted by
at least a majority of the outstanding shares of each Predecessor Fund, all
classes voting together, entitled to vote at a special meeting of shareholders
of each such Predecessor Fund duly called for such purpose (the "Special
Meeting").
5. BROKERAGE FEES AND EXPENSES
5.1 The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
5.2 All of the expenses and costs of the Reorganization and the
transactions contemplated thereby shall be borne by the Successor Funds on a pro
rata basis based upon the aggregate assets of each Successor Fund on the Closing
Date.
6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Trust agree that neither party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
7. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated
and abandoned by either party by resolution of the party's Board of Trustees, at
any time prior to the Closing Date, if circumstances should develop that, in the
opinion of such Board, make proceeding with the Agreement inadvisable. In the
event of any such termination, there shall be no liability for damages on the
part of either the Successor Trust or the Predecessor Trust, or their respective
Trustees or officers, to the other party.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.
9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.
A-4
<PAGE>
10.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of the Predecessor
Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents, or employees of the Predecessor Trust personally,
but shall bind only the trust property of the Predecessor Trust, as provided in
the Declaration of Trust of the Predecessor Trust. The execution and delivery by
such officers of the Predecessor Trust shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Predecessor Trust as provided in
the Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a
series company with multiple series, Phoenix-Engemann Small Cap Fund,
Phoenix-Seneca Growth Fund and Phoenix-Seneca Strategic Theme Fund and has
entered into this Agreement on behalf of the Predecessor Funds. With respect to
any obligation of the Predecessor Trust arising hereunder, the Successor Trust
and the Successor Funds shall look for payment or satisfaction of such
obligations solely to the assets and property of the corresponding Predecessor
Funds.
10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a series
company with multiple series, Phoenix-Engemann Small Cap fund, Phoenix-Seneca
Growth Fund and Phoenix-Seneca Strategic Theme Fund and has entered into this
Agreement on behalf of the Successor Funds. With respect to any obligation of
the Successor Trust arising hereunder, the Predecessor Funds and the Predecessor
Trust shall look for payment or satisfaction of such obligations solely to the
assets and property of the corresponding Successor Funds.
10.7 The sole remedy of a party hereto for a breach of any representation
or warranty made in this Agreement by the other party shall be an election by
the non-breaching party not to complete the transactions contemplated herein.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its President or Vice President.
ATTEST PHOENIX STRATEGIC EQUITY SERIES FUND,
a Massachusetts business trust
_____________________________ By: ______________________________________
Name: Name:
Title: Title:
ATTEST PHOENIX STRATEGIC EQUITY SERIES FUND,
a Delaware business trust
______________________________ By: ______________________________________
Name: Name:
Title: Title:
A-5
<PAGE>
PX595
<PAGE>
PHOENIX STRATEGIC EQUITY SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
AUGUST 17, 2000
PHOENIX-SENECA GROWTH FUND
PROXY
The undersigned shareholder of Phoenix-Seneca Growth Fund (the "Fund"),
a series of Phoenix Strategic Equity Series Fund (the "Trust"), revoking any and
all previous proxies heretofore given for shares of the Trust held by the
undersigned, hereby constitutes Philip R. McLoughlin 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 August 17, 2000 at the offices
of the Trust, 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" THE PROPOSAL
<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. REORGANIZATION OF TRUST
To approve an Agreement and Plan of
Reorganization which provides for the For Authority Abstain
reorganization of Phoenix Strategic Equity [ ] [ ] [ ]
Series Fund as a Delaware business trust
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
<PAGE>
PHOENIX STRATEGIC EQUITY SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
August 17, 2000
PHOENIX-SENECA STRATEGIC THEME FUND
PROXY
The undersigned shareholder of Phoenix-Seneca Strategic Theme Fund (the
"Fund"), a series of Phoenix Strategic Equity Series Fund (the "Trust"),
revoking any and all previous proxies heretofore given for shares of the Trust
held by the undersigned, hereby constitutes Philip R. McLoughlin 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 August 17, 2000 at the offices
of the Trust, 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" THE PROPOSAL
<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
2. REORGANIZATION OF TRUST
To approve an Agreement and Plan of
Reorganization which provides for the For Against Abstain
reorganization of Phoenix Strategic Equity [ ] [ ] [ ]
Series Fund as a Delaware business trust
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
<PAGE>
PHOENIX STRATEGIC EQUITY SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
August 17, 2000
PHOENIX-ENGEMANN SMALL CAP FUND
PROXY
The undersigned shareholder of Phoenix-Engemann Small Cap Fund (the
"Fund"), a series of Phoenix Strategic Equity Series Fund (the "Trust"),
revoking any and all previous proxies heretofore given for shares of the Trust
held by the undersigned, hereby constitutes Philip R. McLoughlin 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 August 17, 2000 at the offices
of the Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the 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" THE PROPOSAL
<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
3. REORGANIZATION OF TRUST
To approve an Agreement and Plan of
Reorganization which provides for the For Against Abstain
reorganization of Phoenix Strategic Equity [ ] [ ] [ ]
Series Fund as a Delaware business trust
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
