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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/ Filed by a Party other than the
Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Seven Seas Series Fund
(Name of Registrant as Specified In Its Charter)
The Seven Seas Series Fund
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 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 of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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
of the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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THE SEVEN SEAS SERIES FUND
TWO INTERNATIONAL PLACE, 35TH FLOOR
BOSTON, MASSACHUSETTS 02110
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF THE SEVEN SEAS SERIES YIELD PLUS FUND
TO BE HELD ON AUGUST 25, 1995
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To the Shareholders of The Seven Seas Series
Yield Plus Fund:
Notice is hereby given that a Special Meeting of Shareholders of The Seven Seas
Series Yield Plus Fund (the "Fund"), a series of The Seven Seas Series Fund,
will be held at the offices of Frank Russell Investment Management Company, 909
A Street, Tacoma, Washington, on August 25, 1995, at 11:00 a.m., local time, to
consider a proposal to amend the investment objective of the Fund.
Shareholders may also consider and act upon such other matters as may properly
come before the Meeting or any adjournments thereof. The proposal is discussed
in greater detail in the accompanying proxy statement.
The close of business on July 17, 1995, has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.
By Order of the Trustees,
J. DAVID GRISWOLD
Secretary
Date
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IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING! WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DESIRE TO VOTE IN PERSON YOU MAY
REVOKE YOUR PROXY PRIOR TO THE MEETING.
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THE SEVEN SEAS SERIES FUND
TWO INTERNATIONAL PLACE, 35TH FLOOR
BOSTON, MASSACHUSETTS 02110
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS OF
THE SEVEN SEAS SERIES YIELD PLUS FUND
TO BE HELD ON AUGUST 25, 1995
VOTING, REVOCATION AND SOLICITATION OF PROXIES
SPECIAL MEETING
This proxy statement is being furnished to the shareholders of The Seven Seas
Series Yield Plus Fund (the "Fund"), a series of The Seven Seas Series Fund, a
Massachusetts business trust (the "Trust"), in connection with the solicitation
of proxies by and on behalf of the Trust's Board of Trustees for use at a
Special Meeting of Shareholders of the Fund (the "Meeting") to be held at the
office of Frank Russell Investment Management Company, 909 A Street, Tacoma,
Washington 98402, on August 25, 1995, at 11:00 a.m., local time, and any
adjournments thereof. This proxy statement is first being mailed to
shareholders on or about July 31, 1995. An Annual Report of the Fund for the
fiscal year ended August 31, 1994 and a Semi-Annual Report of the Fund for the
six-month period ended February 28, 1995 may be obtained without charge upon
written request to the Trust at the address listed above or by calling (800)
647-7327.
RECORD DATE
The Board of Trustees of the Trust has fixed the close of business on July 17,
1995 as the record date (the "Record Date") for the determination of
shareholders of the Fund entitled to notice of and to vote at the Meeting and
any adjournments thereof. Only holders of record of shares of the Fund at the
close of business on the Record Date are entitled to notice of, and to vote at,
the Meeting and at any adjournments thereof. At the close of business on the
Record Date, there were ________ shares of the Fund issued and outstanding and
entitled to vote at the Meeting.
The holder of each full share of beneficial interest of the Fund outstanding as
of the close of business on the Record Date is entitled to one vote for each
share held of record upon each matter properly submitted to the Meeting or any
adjournments thereof for vote by shareholders of the Fund, with a proportionate
vote for each fractional share.
PROXIES
Shareholders of the Fund are requested to complete, date, sign and promptly
return in the enclosed envelope the accompanying form of proxy. If the enclosed
proxy is properly executed and returned in time to be voted at the Meeting, the
shares represented thereby will be voted in accordance with the instructions
marked on the proxy unless such proxy has previously been revoked. Unless
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instructions to the contrary are marked on the proxy, the proxy will be voted
FOR the proposal described in this proxy statement and in the discretion of the
persons named as proxies in connection with any other matter that may properly
come before the Meeting or any adjournments thereof. The Board of Trustees does
not know of any matter to be considered at the Meeting other than the matter
referred to in the Notice of Special Meeting accompanying this proxy statement.
Any shareholder who is given a proxy has the right to revoke it at any time
prior to its exercise by attending the Meeting and voting his or her shares in
person or by submitting, prior to the date of the Meeting, a written notice of
revocation or a subsequently dated proxy to the following: The Seven Seas
Series Yield Plus Fund, 909 A Street, Tacoma, Washington 98402,
Attention: Secretary.
In the event a quorum is not present at the Meeting or sufficient votes to
approve the proposal are not received, the persons named as proxies may propose
one or more adjournments of such Meeting to permit further solicitation of
proxies. A shareholder vote may be taken on any other matter to properly come
before the Meeting prior to such adjournment if sufficient votes to approve such
matters have been received and such vote is otherwise appropriate. Any
adjournment of the Meeting will require the affirmative vote of a majority of
those shares present at the Meeting or represented by proxy and voting.
Abstentions and broker "non-votes" (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be counted as shares that are present for purposes of determining the presence
of a quorum and will have the effect of a vote against the proposal set forth in
this proxy statement.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers of the Trust,
officers and regular employees of State Street Bank and Trust Company (the
"Adviser"), the Fund's investment adviser, Frank Russell Investment Management
Company, the Fund's administrator, and Russell Fund Distributors, Inc., the
Fund's distributor, may also solicit proxies by telephone or telegraph or in
person. The Trust may also retain a proxy solicitation firm to assist in the
solicitation of proxies. The cost of retaining such a firm would depend upon
the amount and types of services rendered. The Trust does not anticipate that
it will retain such a firm in connection with the proxy solicitation for the
Meeting. The costs of solicitation and expenses incurred in connection with
preparing this proxy statement and its enclosures, including any cost of
retaining a proxy solicitation firm, will be borne by the Fund. The Fund will
reimburse firms and others for their expenses in forwarding solicitation
materials to the beneficial owners of shares of the Fund.
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PROPOSAL ONE
APPROVAL OF AN AMENDMENT TO THE
INVESTMENT OBJECTIVE OF THE FUND
The Fund's shareholders are being asked to approve an amendment to the Fund's
investment objective and to make the revised investment objective
nonfundamental. The Fund's present investment objective is to seek high current
income and liquidity by investing primarily in a diversified portfolio of high-
quality debt securities with remaining maturities of three years or less. At a
meeting of the Board of Trustees held on July 17, 1995, the Trustees voted,
subject to shareholder approval, to amend the investment objective of the Fund
to read as follows:
"The Fund seeks high current income and liquidity by investing primarily in
a diversified portfolio of high-quality debt securities and by maintaining
a portfolio duration of one year or less."
The Fund's current investment objective has been interpreted to mean that not
more than 35% of the Fund's assets may be invested in securities with remaining
maturities in excess of three years, regardless of the Fund's average weighted
maturity or duration. The Trustees believe that this restriction artificially
limits the Fund's investment opportunities with little or no benefit to
shareholders and that it is advisable to amend the Fund's investment objective
by eliminating the restriction on maturity and adding a requirement that the
Fund maintain a duration of one year or less.
Unlike maturity, which measures the period of time until final payment is to be
made on a debt security, duration measures the dollar weighted average maturity
of a security's expected cash flows (I.E., interest and principal payments),
discounted to their present values, after giving effect to all maturity
shortening features, such as call or redemption rights. The duration of an
obligation is always less than or equal to its stated maturity. The Trustees
believe that duration is a more appropriate measure of a security's longevity
than maturity and that limiting the Fund's duration, rather than the maturity of
specific securities or the Fund's average weighted maturity, is the most
appropriate method of managing interest-rate risk and market volatility.
Although not required by the current investment objective or policies of the
Fund, the Adviser has maintained the Fund's duration at one year or less since
inception of the Fund. The proposed change of the Fund's investment objective,
therefore, will not result in a material change to the strategies currently used
in managing the Fund's portfolio. The proposed change, however, will provide
the Adviser with more flexibility to invest in securities with stated maturities
in excess of three years, provided that the investments do not cause the Fund's
duration to extend beyond a maximum of one year.
The Fund's strategy is to produce a higher return than that of money markets
funds. The Fund attempts to meet its objective by investing primarily in: (1)
US Government securities (including repurchase agreements relating to such
securities); (2) instruments of US and foreign banks, including ETDs, ECDs,
YCDs, certificates of deposit, time deposits, letters of credit and banker's
acceptances; (3) commercial paper, notes and bonds issued by foreign and
domestic corporations; (4) securities of foreign governments, agencies of
foreign governments, and supranational organizations (such as the World Bank);
(5) asset-backed securities; (6) mortgage-related pass-through securities; and
(7) interest rate swaps.
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The Fund limits its portfolio investments to bank instruments, mortgage-related
pass-throughs, asset-backed securities, commercial paper, corporate notes and
bonds and obligations of foreign governments and agencies and subdivisions of
foreign governments and supranational organizations that, at the time of
acquisition: (1) are rated in one of the four highest categories (or in the
case of commercial paper, in the two highest categories) by at least one
nationally recognized statistical rating organization; or (2) if not rated, are
of comparable quality, as determined by the Fund's adviser, State Street Bank
and Trust Company, in accordance with procedures established by the Board of
Trustees. All securities may be either fixed income, zero coupon or variable or
floating-rate securities and may be denominated in US dollars or selected
foreign currencies.
Based on the foregoing assessment of current market trends, historical data
relating to the Fund's assets and shareholder composition, and projections as to
future growth of the Fund after giving effect to the proposed change in
investment objective of the Fund, the Trustees voted to amend the Fund's
investment objective as described above.
Unlike the Fund's current investment objective, the new investment objective
would not be "fundamental," and, therefore, would be subject to further
amendment by the Board of Trustees without shareholder approval. Shareholders
would, however, receive at least 60 days prior notice of any subsequent change
to the Fund's investment objective.
The proposed change to the Fund's investment objective would not result in any
change in the fees paid by the Fund. State Street Bank and Trust Company (225
Franklin Street, Boston, Massachusetts 02110), Frank Russell Investment
Management Company, and Russell Fund Distributors (909 A Street, Tacoma,
Washington 98402) would continue to serve as investment adviser, administrator
and distributor, respectively, under the same agreements as are currently in
effect.
REQUIRED VOTE
To be approved, the Proposal must receive the affirmative vote of "a majority of
the outstanding voting securities" of the Fund, as defined in the 1940 Act.
Under the 1940 Act, a vote of a majority of the outstanding voting securities of
the Fund means the lesser of: (1) more than 50% of the outstanding shares of the
Fund; or (2) 67% or more of the shares of the Fund represented at the Meeting if
more than 50% of the outstanding shares of the Fund are present at the Meeting
or represented by proxy.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR PROPOSAL ONE.
ADDITIONAL INFORMATION
As of __________, 1995, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the shares of the Fund outstanding on such
date. As of __________, 1995, the following shareholders were known to the
Trust to be the beneficial owner of more than five percent of the issued and
outstanding shares of the Fund:__________________________________. ADD IN IF
SSB IS OVER 5% OF FUND SHARES: State Street Bank and Trust Company, as a
beneficial owner of more than 5% of the Fund's shares, is expected to vote in
favor of the proposal.
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NO ANNUAL MEETINGS OF SHAREHOLDERS
Under the Trust's First Amended and Restated Master Trust Agreement, as amended
(the "Master Trust Agreement"), no annual or special meetings of shareholders
are required. Therefore, there will ordinarily be no shareholder meetings
unless required by the 1940 Act. Shareholders wishing to submit proposals for
inclusion in a proxy statement for a subsequent shareholder meeting should send
their written proposals to the Secretary of the Trust, 909 A Street, Tacoma,
Washington 98402. Shareholder proposals should be received in a reasonable time
before the solicitation is made.
Under the Master Trust Agreement, any Trustee may be removed with or without
cause at any time: (i) by written instrument signed by at least two-thirds of
the number of Trustees in office immediately prior to such removal, specifying
the date upon which such removal shall become effective; or (ii) by vote of
shareholders holding not less than two-thirds of the shares then outstanding,
cast in person or by proxy at any meeting called for the purpose; or (iii) by a
written declaration signed by shareholders holding not less than two-thirds of
the shares then outstanding, filed with the Trust's custodian. Holders of 10%
or more of the outstanding shares of the Trust can require Trustees to call a
meeting of shareholders for purposes of voting on the removal of one or more
Trustees.
In addition, if 10 or more shareholders who have been shareholders for at least
six months and who hold in the aggregate either shares with a net asset value of
at least $25,000 or at least 1% of the outstanding shares of the Trust,
whichever is less, inform the Trustees in writing that they wish to communicate
with other shareholders, the Trustees will either give such shareholders access
to the shareholder list or offer to forward materials to shareholders on their
behalf at a stated cost. If the Trustees object to mailing such materials, they
must inform the Securities and Exchange Commission and thereafter comply with
any order entered by the Commission and the requirements of the 1940 Act and the
Securities Exchange Act of 1934.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees do not intend to present any other business at the Meeting, nor are
they aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying proxy will vote thereon in accordance with their best judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN AND
RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
By Order of the Trustees,
J. David Griswold
Secretary
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Date:
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THE SEVEN SEAS SERIES YIELD PLUS FUND
A SERIES OF THE SEVEN SEAS SERIES FUND
Two International Place
Boston, Massachusetts 02110
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Margaret L. Barclay and J. David Griswold, and
each and either one of them, proxies with full power of substitution, and
authorizes each of them to represent and vote all shares of The Seven Seas
Series Yield Plus Fund (the "Fund"), a series of The Seven Seas Series Fund,
which the undersigned would be entitled to vote if personally present at the
Special Meeting of Shareholders of the Fund to be held at the office of Frank
Russell Investment Management Company, 909 A Street, Tacoma, Washington 98402
on August 25, 1995, and at any adjournments thereof.
The Board of Trustees recommends a vote FOR the following proposal:
PROPOSAL
1. To amend investment objective of the Fund to read substantially as follows:
The Seven Seas Series Yield Plus Fund seeks high current income and
liquidity by investing primarily in a diversified portfolio of high-quality
debt securities.
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned shareholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ABOVE PROPOSAL. This proxy will be voted in the discretion of the
persons named as proxies above as to any other matters that may properly come
before the meeting or any adjournments thereof. A shareholder wishing to vote
in accordance with the Board of Trustees' recommendations need only sign and
date this proxy and return it in the enclosed envelope.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION. PLEASE SEPARATE AND PLACE THE BOTTOM PORTION OF THE PROXY IN
THE ENCLOSED RETURN ENVELOPE. PLACE THE PROXY SO THAT THE RETURN ADDRESS,
LOCATED ON THE REVERSE SIDE OF THE PROXY, APPEARS THROUGH THE WINDOW OF THE
ENVELOPE.
THE SEVEN SEAS SERIES YIELD PLUS FUND
Record Date Shares
PROXY VOTING MAIL-IN STUB
PROPOSAL
1) FOR AGAINST ABSTAIN
Dated: _________________, 1995
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Signature(s) of Shareholder(s)
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