[LOGO]
CONSECO STRATEGIC INCOME FUND
11815 NORTH PENNSYLVANIA STREET
CARMEL, INDIANA 46032
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 14, 1999
To our Shareholders:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Shareholders of the
Conseco Strategic Income Fund (the "Fund"), will be held at the Conseco
Conference Center, 530 College Drive, Carmel, Indiana, at 11:00 a.m., local time
on October 14, 1999. The following proposals will be voted on at the Meeting:
1. To elect two (2) Class I Trustees to serve for a one year term,
three (3) Class II Trustees to serve for a two year term and two
(2) Class III Trustees to serve for a three year term, and in
each case, until their successors are duly elected and qualified
(Proposal No. 1);
2. To ratify the selection of PricewaterhouseCoopers LLP as the
Fund's independent auditors (Proposal No. 2); and
3. To transact such other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
Only shareholders of record at the close of business on August 16, 1999
are entitled to notice of, and to vote at, this Meeting or any adjournment
thereof.
By Order of the Trustees
William P. Kovacs, Secretary
August 30, 1999
Carmel, Indiana
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER
SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY
PROMPTLY. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET
FORTH ON THE INSIDE COVER.
- --------------------------------------------------------------------------------
[LOGO]
CONSECO STRATEGIC INCOME FUND
11815 NORTH PENNSYLVANIA STREET
CARMEL, INDIANA 46032
PROXY STATEMENT
This Proxy Statement is furnished to shareholders in connection with the
solicitation of proxies by the Board of Trustees of Conseco Strategic Income
Fund (the "Fund") for the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at the Conseco Conference Center, 530 College Drive, Carmel, Indiana
on October 14, 1999, at 11:00 a.m., local time, (and at any adjournments
thereof), for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders.
Shareholders of record at the close of business on August 16, 1999
("Record Date") are entitled to be present and to vote at the Annual Meeting.
Each share of beneficial interest of the Fund is entitled to one vote and each
fractional share shall be entitled to a proportionate fractional vote, except
that shares held in the treasury of the Fund as of the record date shall not be
voted. Shares represented by executed and unrevoked proxies will be voted in
accordance with the specifications made thereon. Executed proxies that are
unmarked will be voted in favor of the nominees for trustee; in accordance with
the recommendation of the Board of Trustees as to all other proposals described
in the Proxy Statement and, at the discretion of the proxyholders, on any other
matter that may properly have come before the Annual Meeting or any adjournments
thereof.
If the enclosed form of proxy is executed and returned, it nevertheless
may be revoked by another proxy or by letter or telegram directed to the Fund.
To be effective, such revocation must be received prior to the meeting and
indicate the shareholder's name. In addition, any shareholder who attends the
meeting in person may vote by ballot at the meeting, thereby canceling any proxy
previously given. The solicitation of proxies will be made primarily by mail.
Authorization to execute proxies may be obtained by telephonic or electronically
transmitted instructions.
The holders of a majority of the Shares issued and outstanding and
entitled to vote present in person or represented by proxy shall be requisite
and shall constitute a quorum for the transaction of business. In the absence of
a quorum, the shareholders present or represented by proxy and entitled to vote
at the Annual Meeting shall have power to adjourn the meeting from time to time.
Action on any matter is approved if the votes cast in favor of the action exceed
the votes cast against it. Any adjourned meeting may be held as adjourned
without further notice. At any adjourned meeting at which a quorum shall be
present, any business may be transacted as if the meeting had been held as
originally called.
Proxy materials will be mailed to shareholders of record on or about
August 30, 1999. Copies of the Fund's current Annual Report will be mailed to
its shareholders with the proxy materials. As of the record date, August 16,
1999, there were 5,696 shares of beneficial interest of the Fund. To the Fund's
knowledge, no shareholder beneficially owned 5% or more of its outstanding
shares on that date.
The principal executive offices of the Fund are located at 11815 North
Pennsylvania, Carmel, Indiana 46032. The Fund's investment adviser, Conseco
Capital Management, Inc. (the "Adviser"), is also located at 11825 North
Pennsylvania, Carmel, Indiana 46032.
1
PROPOSAL NO. 1: ELECTION OF TRUSTEES
It is proposed that seven (7) Trustees be elected. The Board of Trustees
of the Fund is divided into three classes with the terms of each of the first,
second and third class expiring at the annual meeting of shareholders of the
Fund in the year indicated in the table below. The individual nominees (the
"Nominees") proposed for election are listed below. Each has consented to being
named in this proxy statement and has agreed to serve as a Trustee if elected.
Biographical information about each Nominee is set forth below.
Each Trustee, with the exception of Mr. Walthall, has served as a Trustee
since the Fund's commencement of operations in July, 1998. Mr. Walthall has
served as a Trustee since December, 1998.
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- --------------- --- --------------------------------------------
CLASS I - TERM EXPIRES 2000:
WILLIAM P. DAVES, JR. 73 Trustee and Chairman of the Board of the Fund: Consultant to insurance
and healthcare industries; Director, Chairman and Chief Executive
Officer, FFG Insurance Co.; Chairman of the Board and Trustee of other
mutual funds managed by the Adviser. Address: 5723 Trail Meadow, Dallas,
Texas 75230.
MAXWELL E. BUBLITZ* 43 Trustee and President of the Fund: Chartered Financial Analyst; CEO,
President and Director, Adviser; Senior Vice President, Investments of
Conseco, Inc.; President and Trustee of other mutual funds managed by
the Adviser. Address: 11825 North Pennsylvania Street, Carmel, Indiana
46032.
CLASS II - TERM EXPIRES 2001:
GREGORY J. HAHN* 38 Trustee and Vice President for Investments of the Fund: Chartered
Financial Analyst; Senior Vice President, Adviser; Trustee, officer and
portfolio manager of other mutual funds managed by the Adviser. Address:
11825 North Pennsylvania Street, Carmel, Indiana 46032.
DR. JESS H. PARRISH 71 Trustee of the Fund: Higher Education Consultant; Former President,
Midland College; Trustee of other mutual funds managed by the Adviser.
Address: 2805 Sentinel, Midland, Texas 79701.
DAVID N. WALTHALL 53 Trustee of the Fund: Principal, Walthall Asset Management; Formerly
President, Chief Executive Officer and Director of Lyrick Corporation;
Formerly, President and CEO, Heritage Media Corporation; Formerly,
Director, Eagle National Bank; Trustee of other mutual funds managed by
the Adviser. Address: 1 Galleria Tower, Suite 1050, 13355 Noel Road,
Dallas, Texas 75240.
CLASS III - TERM EXPIRES 2002:
HAROLD W. HARTLEY 75 Trustee of the Fund: Chartered Financial Analyst; Director, Ennis
Business Forms, Inc.; Retired, Executive Vice President, Tenneco
Financial Services, Inc.; Trustee of other mutual funds managed by the
Adviser. Address: 502 Canal Cove Ct., Ft. Myers Beach, Florida 33913.
DR. R. JAN LECROY 68 Trustee of the Fund: Director, Southwest Securities Group, Inc.;
Retired, President, Dallas Citizens Council; Trustee of other mutual
funds managed by the Adviser. Address: 841 Liberty, Dallas, Texas 75204.
- -----------------
* The Trustees so indicated are considered "interested persons" of the Fund as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"),
due to their employment with the Adviser and its affiliates.
2
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the Nominees, unless shareholders specifically
indicate on their proxies the desire to withhold authority to vote for elections
to office. Should any of the nominees become unable to accept election, the
persons named in the proxy will exercise their voting power in favor of such
person or persons as the Board of Trustees may recommend. The Board of Trustees
knows of no reason why any of its nominees would be unable to accept election.
To the knowledge of the Fund's management, as of the Record Date, the
Trustees and officers of the Fund owned, as a group, less than 1% of the
outstanding shares of the Fund.
There were five meetings of the Board of Trustees held during the Fund's
fiscal year ended June 30, 1999. Each Trustee attended at least 75% of the total
number of meetings of the Board of Trustees they were eligible to attend.
The Fund has an audit committee comprised of all of the Trustees. The
committee reviews financial statements and other audit-related matters as they
arise throughout the year. The Fund also has a nominating committee comprised of
all of the Trustees. The Fund has neither a standing compensation committee nor
a committee performing similar functions.
Effective July 1, 1999, each Trustee who is not an "interested person"
("Independent Trustee") of the Fund shall receive $5,000 per year plus $1,000
for each Board meeting attended in person or by telephone. The Fund also
reimburses each Independent Trustee for travel and out-of-pocket expenses. No
Independent Trustee received compensation from the Fund in excess of $10,000 for
the fiscal year ended June 30, 1999.
The Fund does not pay any other remuneration to its officers and/or
Trustees, and the Fund does not have a bonus, pension, profit-sharing or
retirement plan.
The aggregate amount of compensation paid to each Nominee by the Fund for
the fiscal year ended June 30, 1999, and by Conseco Fund Group and Conseco
Series Trust for which such Nominee was a Board member (the number of which is
set forth in parenthesis next to each Nominee's total compensation) for the year
ended December 31, 1998, was as follows:
TOTAL COMPENSATION
AGGREGATE FROM FUND AND
COMPENSATION FUND COMPLEX
NAME OF NOMINEE FROM FUND* PAID TO TRUSTEE**
- ---------------- -------------- ----------------------
William P. Daves, Jr. $10,000 $26,000 (3 Boards)
Harold W. Hartley $10,000 $26,000 (3 Boards)
Dr. R. Jan LeCroy $10,000 $26,000 (3 Boards)
Dr. Jess H. Parrish $10,000 $26,000 (3 Boards)
David N. Walthall $8,000 $8,000 (3 Boards)
Maxwell E. Bublitz $0 $0 (3 Boards)
Gregory J. Hahn $0 $0 (2 Boards)
- ----------
* Amounts exclude reimbursed expenses for attending Board meetings, which
amounted to $2,044 for all Trustees as a group.
** Represents total compensation from all investment companies in the fund
complex, including the Fund, for which the Nominee serves as a Board Member.
THE FUND'S BOARD OF TRUSTEES, INCLUDING THE "INDEPENDENT TRUSTEES", RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES TO SERVE AS TRUSTEES OF THE FUND.
3
PROPOSAL NO. 2: RATIFICATION OF
THE SELECTION OF INDEPENDENT AUDITORS
The Fund's independent auditors must be appointed by a majority of the
Fund's Independent Trustees, and that appointment must be submitted for
ratification or rejection at the Annual Meeting of Shareholders. The employment
of the independent auditors is conditioned upon the right of the Fund, by vote
of a majority of its outstanding securities at any meeting called for that
purpose, to terminate such employment without penalty. The Fund's Board,
including all of the Fund's Independent Trustees, approved the selection of
PricewaterhouseCoopers LLP for the fiscal year ending June 30, 2000 at a Board
meeting held on May 18, 1999. Accordingly, the selection by the Fund's Board of
PricewaterhouseCoopers LLP as independent auditors of the Fund for the fiscal
year ending June 30, 2000 is submitted to shareholders for ratification. Apart
from fees received as independent auditors, neither PricewaterhouseCoopers LLP
nor any of its partners has a direct, or material indirect, financial interest
in the Fund. PricewaterhouseCoopers LLP, a major international accounting firm,
has acted as auditors of the Fund since the Fund's organization. The Fund's
Board believes that the continued employment of PricewaterhouseCoopers LLP for
the fiscal year ending June 30, 2000 is in the best interests of the Fund.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the meeting and will be available to respond to appropriate questions.
THE FUND'S BOARD OF TRUSTEES, INCLUDING THE "INDEPENDENT TRUSTEES", RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE FUND.
OTHER MATTERS
If a proxy properly executed and returned accompanied by instructions to
withhold authority to vote, is (1) a broker "non-vote" (that is, a proxy from a
broker or nominee indicating that such person has not received instructions from
the beneficial owner or other person entitled to vote shares of the Fund on a
particular matter with respect to which the broker or nominee does not have
discretionary power) or is (2) marked with an abstention (collectively,
"abstentions"), the Fund's shares represented thereby will be considered to be
present at the meeting for purposes of determining the existence of quorum for
the transaction of business. Under Massachusetts law, abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining "votes cast" on an issue.
The Fund's Board is not aware of any other matter which may come before
the meeting. However, should any such matter with respect to the Fund properly
come before the meeting, it is the intention of the proxyholders to vote the
proxy in accordance with their judgment on any such matter.
The Fund will request broker/dealer firms, custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of the shares
held of record. The Fund will reimburse such broker/dealer firms, custodians,
nominees and fiduciaries for their reasonable expenses incurred in connection
with such proxy solicitation. In addition to the solicitation of Proxies by
mail, officers of the Fund and employees of the Adviser and its affiliates,
without additional compensation, may solicit Proxies in person, by telephone or
otherwise.
The Fund will bear the cost of soliciting proxies. In addition to the use
of the mail, proxies may be solicited personally, by telephone, or by telegraph,
or by electronic transmission (e-mail).
4
Proposals that shareholders wish to include in the Fund's proxy statement
for the Fund's next Annual Meeting of Shareholders must be received by the Fund
no later than June 22, 2000, at the principal executive offices of the Fund at
11815 North Pennsylvania Street, Carmel, Indiana 46032. Shareholder proposals
submitted in a timely manner will not necessarily be included in the Fund's
proxy materials. Inclusion of such proposals is subject to limitations under the
federal securities laws.
ADDITIONAL INFORMATION
Conseco Capital Management, Inc., located at 11825 North Pennsylvania
Street, Carmel, Indiana 46032, serves as the Fund's investment adviser and
administrator.
PNC Bank, c/o PFPC, Inc., located at 400 Bellevue Parkway, Wilmington,
Delaware 19809, serves as the Fund's transfer agent and accounting servicing
agent.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of PFPC, Inc., whether other persons
are the beneficial owners of the shares for which proxies are being solicited
and, if so, the number of copies of the proxy statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners
of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED
ENVELOPE.
Dated: August 30, 1999
5
EXHIBIT A
The following sets forth information relevant to the executive officers of
the Fund.
PRINCIPAL OCCUPATION
AND BUSINESS
NAME AND POSITION EXPERIENCE FOR PAST
WITH FUND AGE FIVE YEARS
- ----------------- --- ---------
MAXWELL E. BUBLITZ 43 Chartered Financial Analyst.
President CEO, President and Director,
Adviser. Senior Vice President,
Investments of Conseco, Inc.
President and Trustee of
other mutual funds managed
by the Adviser.
GREGORY J. HAHN 38 Chartered Financial Analyst.
Vice President Senior Vice President,
Adviser. Trustee, officer and
portfolio manager of other
mutual funds managed by
the Adviser.
WILLIAM P. KOVACS, ESQ. 53 Vice President, Senior
Vice President and Secretary Counsel, Secretary, Chief
Compliance Officer and
Director of Adviser. Vice
President and Secretary of
other mutual funds managed
by the Adviser. Previously,
Of Counsel to Shefsky &
Froelich and Rudnick &
Wolfe; Prior thereto, Vice
President and Assistant
Secretary, Kemper Financial
Services, Inc.
6
PRINCIPAL OCCUPATION
AND BUSINESS
NAME AND POSITION EXPERIENCE FOR PAST
WITH FUND AGE FIVE YEARS
- ----------------- --- ---------
JAMES S. ADAMS 40 Senior Vice President,
Treasurer Chief Accounting
Officer and Treasurer
of Conseco, Inc. and
various subsidiaries.
Treasurer of other mutual
funds managed by the
Adviser.
WILLIAM T. DEVANNEY 43 Senior Vice President,
Vice President Corporate Taxes,
of Conseco Services, LLC
and various affiliates.
Vice President of other
mutual funds managed by the
Adviser.
7
CONSECO STRATEGIC INCOME FUND
PROXY
ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 14, 1999
The undersigned shareholder of Conseco Strategic Income Fund (the "Fund") hereby
appoints William P. Kovacs and Karl W. Kindig, or any one or more of them,
attorneys with full power of substitution, to vote, as indicated herein, all of
the shares of beneficial interest (the "shares") of the Fund standing in the
name of the undersigned at the close of business on August 16, 1999 at the
Annual Meeting of Shareholders of the Fund to be held at the Conseco Conference
Center, 530 College Drive, Carmel, Indiana on October 14, 1999, at 11:00 a.m.,
local time, and at any and all adjournments thereof, with all the powers the
undersigned would possess if then and there personally present and especially
(but without limiting the general authorization and power hereby given) to vote
as indicated on the proposals, as more fully described in the Proxy Statement
for the meeting.
Please mark
your votes as indicated
in this example
|_|
1. Election of Trustees
|_| FOR ALL NOMINEES
|_| WITHHOLD AUTHORITY ONLY FOR THE NOMINEE(S) WHOSE NAME(S) ARE WRITTEN BELOW
|_| WITHHOLD AUTHORITY FOR ALL NOMINEES
Nominees for Trustee are:
Class I - Maxwell E. Bublitz and William P. Daves, Jr.;
Class II - Gregory J. Hahn, Dr. Jess H. Parrish and David N. Walthall;
Class III - Dr. R. Jan LeCroy and Harold W. Hartley
2. To ratify the selection of PricewaterhouseCoopers LLP as independent auditors
of the Fund. |_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment or
adjournments thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED "FOR"
ELECTION OF THE PROPOSED TRUSTEES AND "FOR" THE ABOVE PROPOSALS, UNLESS
OTHERWISE INDICATED.
Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
Dated--------------------------------------------, 1999
- -------------------------------------------------------
Signature(s)
- -------------------------------------------------------
Signature(s)
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
TO: PFPC Inc., P.O. Box 9426, Wilmington, DE 19809-9938
IMPORTANT
No matter how many shares you own, please sign, date and mail your proxy
IMMEDIATELY.
To hold the meeting, a majority of the shares eligible to
vote is required by law to be represented. Therefore, it is important that you
vote now so that your Fund will not have to bear the unnecessary expense of
another solicitation of proxies.