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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PHOENIX-SENECA FUNDS
- --------------------------------------------------------------------------------
(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:
PHOENIX-SENECA BOND FUND
PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
PHOENIX-SENECA REAL ESTATE SECURITIES FUND
EACH A SERIES OF
PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
1 (800) 243-1574
-------------------
July 28, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the September 14,
2000 special shareholders meeting of your Fund. Please take the time to read the
proxy statement and cast your vote, because the changes are important to you as
a shareholder.
We are asking all shareholders to approve changes to your Fund's
fundamental investment restrictions as part of our effort to integrate all of
our mutual funds. We think this effort offers the opportunity for operational
efficiencies that will benefit all shareholders. Phoenix does not presently
anticipate that the use of different investment restrictions will have any
material impact on the investment techniques employed by the Funds.
In addition, Class B and Class C shareholders are being asked to
approve new Rule 12b-1 Distribution Plans that are compensation type plans.
Compensation type plans are more common in the industry and we believe will
simplify administration and accounting functions.
Your Board of Trustees believes that the proposed changes are in the
best interests of the shareholders and has unanimously recommended that
shareholders of your Fund vote for the changes described 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,
Gail P. Seneca
President
PHOENIX-SENECA BOND FUND
PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
PHOENIX-SENECA REAL ESTATE SECURITIES FUND
EACH A SERIES OF
PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
1 (800) 243-1574
-------------------
Notice of Special Meeting of Shareholders
to be held September 14, 2000
To The Shareholders:
Phoenix-Seneca Funds, a Delaware business trust (the "Trust"), will
hold a special meeting of shareholders of Phoenix-Seneca Bond Fund (the "Bond
Fund"), Phoenix-Seneca Mid-Cap "EDGE" (SM) Fund (the "Mid-Cap Fund") and
Phoenix-Seneca Real Estate Securities Fund (the "Real Estate Securities Fund"),
(collectively, the "Funds," and each individually, a "Fund") at the offices of
Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts 01301 on September 14, 2000 at 2:00 p.m., local time, for the
following purposes:
1. To amend the fundamental investment restriction of the Bond Fund and
the Mid-Cap Fund regarding diversification and industry
concentration, and to amend the fundamental investment restriction of
all Funds regarding (a) borrowing, (b) the issuance of senior
securities, (c) underwriting, (d) investments in real estate, (e)
investments in commodities, (f) lending, and (g) purchases of
securities on margin;
FOR CONSIDERATION BY CLASS B SHAREHOLDERS ONLY:
2. Approval of a new Rule 12b-1 Distribution Plan for Class B Shares, in
the form attached to this Proxy Statement as Exhibit A;
FOR CONSIDERATION BY CLASS C SHAREHOLDERS ONLY:
3. Approval of a new Rule 12b-1 Distribution Plan for Class C Shares, in
the form attached to this Proxy Statement as Exhibit B; and
4. 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 July 17, 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 the 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-Seneca Funds
G. Jeffrey Bohne
Secretary
PHOENIX-SENECA BOND FUND
PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
PHOENIX-SENECA REAL ESTATE SECURITIES FUND
EACH A SERIES OF
PHOENIX-SENECA FUNDS
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
1 (800) 243-1574
-------------------
PROXY STATEMENT
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the
solicitation by the Board of Trustees of Phoenix-Seneca Funds (the "Trust") of
proxies to be used at a meeting of the shareholders of Phoenix-Seneca Bond Fund
(the "Bond Fund"), Phoenix-Seneca Mid-Cap "EDGE" (SM) Fund (the "Mid-Cap Fund")
and Phoenix-Seneca Real Estate Securities Fund (the "Real Estate Securities
Fund") (collectively, the "Funds," and each individually, a "Fund") and at any
adjournment(s) thereof.
The purpose of the meeting is to consider changes to the fundamental
investment restrictions of each of the Funds and the adoption of new Rule 12b-1
Distribution Plans for Class B and Class C Shares. The proposed changes will not
change the Funds' investment objective or principal investment strategy.
This Proxy Statement and the enclosed form of proxy are first being
mailed to shareholders on or about July 25, 2000.
The shareholders of each Fund will vote on the proposals as indicted in
the table below:
BOND FUND REAL ESTATE
PROPOSAL MID-CAP FUND SECURITIES FUND
- ----------------------------------------- -------------------------------- --------------------------------
1. To amend the fundamental
investment restriction regarding
diversification. X
2. To amend the fundamental
investment restriction regarding
industry concentration. X
3. To amend the fundamental
investment restriction for each of
the Funds regarding borrowing. X X
4. To amend the fundamental
investment restriction for each of
the Funds regarding the issuance of X X
senior securities.
5. To amend the fundamental
investment restriction for each of
the Funds regarding underwriting. X X
6. To amend the fundamental
investment restriction for each of
the Funds regarding investing in X X
real estate.
7. To amend the fundamental
investment restriction for each of
the Funds regarding commodities. X X
8. To amend the fundamental
investment restriction for each of
the Funds regarding lending. X X
9. To eliminate the fundamental
investment restriction for each of
the Funds regarding the purchase of
securities on margin. X X
10. To approve a new Rule 12b-1
Distribution Plan for Class B Only Only
Shares, in the form attached Class B Class B
to this Proxy Statement as Shareholders Shareholders
Exhibit A.
11. To approve a new Rule 12b-1
Distribution Plan for Class C Only Only
Shares, in the form attached Class C Class C
to this Proxy Statement as Shareholders Shareholders
Exhibit B.
VOTING INFORMATION
Shareholders of record of the Funds at the close of business on July
17, 2000 will be entitled to vote at the meeting or at any adjournments thereof.
The following table shows as of the record date, the number of shares of each
Fund and the votes represented by such shares as of the record date:
FUND AND CLASS SHARES OUTSTANDING VOTES REPRESENTED
-------------- ------------------ -----------------
Bond Fund
---------
Class A shares
Class B shares
Class C shares
Class X shares
Mid-Cap Fund
------------
Class A shares
Class B shares
Class C shares
Class X shares
Real Estate Securities Fund
---------------------------
Class A shares
Class B shares
Class C shares
Class X shares
Shareholders are entitled to one vote for each dollar of net asset
value (determined as of the record date) of each share owned by such shareholder
on any matter on which such shareholder is entitled to vote and each fractional
dollar amount shall be entitled to a proportionate fractional vote. Shareholders
of each Fund will vote separately on Proposals 1-9, with all classes of a Fund
voting together. Only Class B shareholders of each fund will vote on Proposal 10
and only Class C shareholders will vote on Proposal 11. The holders of
thirty-three and one-third percent of the outstanding shares of each Fund or
class of each Fund entitled to vote shall constitute a quorum for the meeting. A
quorum being present, the approval of each proposal by a Fund or class of each
Fund requires the vote of a majority of the outstanding eligible votes of that
Fund or class as defined in the Investment Company Act of 1940, as amended (the
"1940 Act") as the lesser of (i) 67% or more of the eligible votes of the Fund
or class present at the meeting if more than 50% of the eligible votes of the
Fund or class are present in person or by proxy or (ii) more than 50% of the
eligible votes of the Fund or class. For purposes of this proxy statement, the
1940 Act includes rules and regulations of the SEC issued under that Act.
2
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 proposals 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 each 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 proposals.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of one or more of the proposals 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 proposals,
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 FOR the proposed adjournment all shares that they are entitled to vote
with respect to each proposal, unless directed to vote AGAINST the proposal, in
which case such shares will be voted against the proposed adjournment with
respect to that proposal.
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 or unless the adjournment is
for more than sixty (60) days from the date set for the original meeting, in
which case the Trustees shall set a new record date. 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 any one or
more of the proposals, the shares will be voted in favor of a 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.
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
3
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
Phoenix Investment Partners, Ltd. 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 $______, 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.
SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of July 6, 2000 with
respect to each person who beneficially owns 5% or more of any class of a Fund's
equity securities.
VOTES
NAME AND POSITION HELD CLASS REPRESENTED PERCENT OF CLASS
---------------------- ----- ----------- ----------------
Gail P. Seneca, President and Trustee Real Estate Securities Fund Class
X Shares 262,075.68 1.52%
BT Alex Brown, Inc. Mid-Cap "EDGE"(SM) Fund Class X Shares 2,227,437.92 12.14%
FBO 761-00796-21
P.O. Box 1346
Baltimore, MD 21203-1346
BT Alex Brown, Inc. Real Estate Securities Fund Class X 1,143,684.19 6.64%
FBO 761-00939-11 Shares
P.O. Box 1346
Baltimore, MD 21203-1346
BT Alex Brown, Inc. Real Estate Securities Fund Class X 951,677.70 5.52%
FBO 761-00591-10 Shares
P.O. Box 1346
Baltimore, MD 21203-1346
Charles Schwab & Co., Inc. Bond Fund Class X Shares 3,905,392.86 10.54%
Reinvest Account Mid-Cap "EDGE"(SM) Fund Class X Shares 1,240,912.74 6.77%
ATTN: Mutual Fund Dept.
101 Montgomery St.
San Francisco, CA 94104-4122
Charles Schwab & Co., Inc. Real Estate Securities Fund Class A 209,503.51 16.15%
Special Custody Acct. For the Exclusive Shares
Benefit of Our Customers
ATTN: Mutual Fund Operations
101 Montgomery St.
San Francisco, CA 94104-4122
Donaldson Lufkin Jenrette Mid-Cap "EDGE"(SM) Fund Class B Shares 492,362.34 5.18%
Securities Corp., Inc. Real Estate Securities Fund Class B 20,923.79 7.88%
P.O. Box 2052 Shares 38,718.40 14.22%
Jersey City, NJ 07303-2052 Real Estate Securities Fund Class C
Shares
First National Bank of Onaga Cust. Real Estate Securities Fund Class A 140,214.74 10.81%
FBO Darrell D. Vore IRA Shares
P.O. Box 420
301 Leonard St.
Onaga, KS 66521-420
First Republic Bank Mid-Cap "EDGE"(SM) Fund Class X Shares 1,117,191.88 6.09%
DBA First Republic Trust Co. Real Estate Securities Fund Class X 9,531.095.16 55.30%
111 Pine Street Shares
San Francisco, CA 94111-5602
Leon L. Levy TTEE Bond Fund Class A Shares 348,875.18 5.70%
Leon L. Levy & Assoc. PSP
FBO Leon L. Levy
The Bellevue
Broad Street at Walnut, 4th Fl.
Philadelphia, PA 19102
LPL Financial Services Real Estate Securities Fund Class B 42,544.37 16.02%
A/C 1090-8353 Shares
9785 Town Centre Drive
San Diego, CA 92121-1968
Susan R. Mintz Real Estate Securities Fund Class A 208,793.51 16.10%
3000 Saint Charles Avenue, Apt. 415 Shares
New Orleans, LA 70115-4473
MLPF&S for the Sole Benefit Bond Fund Class A Shares 919,221.42 15.03%
of its Customers Bond Fund Class C Shares 96,284.94 6.12%
Attn: Fund Administration Mid-Cap "EDGE"(SM) Fund Class A Shares 11,467,774.77 34.40%
4800 Deer Lake Dr. E., 3rd Flr. Mid-Cap "EDGE"(SM) Fund Class B Shares 4,275,876.50 45.02%
Jacksonville, FL 32246-6484 Mid-Cap "EDGE"(SM) Fund Class C Shares 5,750,897.99 49.45%
Lois Mossman Bond Fund Class C Shares 127,131.86 8.08%
7025 Downing Drive
Knoxville, TN 37909-2502
NFSC FEBO #APW-777242 Bond Fund Class C Shares 93,040.67 5.92%
John S. Hinmon
Harriet H. Hinmon
P.O. Box 838
Edwards, CO 81632-0838
PaineWebber for the Benefit of Bond Fund Class C Shares 348,833.01 22.18%
Youth Tennis Foundation of
Northern California
1290 Howard Avenue, Ste. 333
Burlingame, CA 94010-4222
Phoenix Equity Planning Corp. Bond Fund Class C Shares 104,836.54 6.67%
ATTN: Corporate Accounting Dept. Real Estate Securities Fund Class B 93,837.91 35.32%
C/O Gene Charon, Controller Shares 93,842.26 34.48%
100 Bright Meadow Blvd. Real Estate Securities Fund Class C
Enfield, CT 06082-1957 Shares
Phoenix Home Life Bond Fund Class X Shares 16,258,346.94 43.88%
ATTN: Pam Levesque
56 Prospect St.
Hartford, CT 06103-2818
TTEES of Phoenix Savings & Investment Mid-Cap "EDGE"(SM) Fund Class A Shares 2,774,827.86 8.32%
Plan
C/O Suzette Louro
100 Bright Meadow Blvd.
Enfield, CT 06083-1900
Prudential Securities Inc. FBO Real Estate Securities Fund Class B 22,934.42 8.63%
Mr. John W. Masker, Jr. Shares
2772 E. Quail Avenue
Las Vegas, NV 89120-2443
Resources Trust Company TTEE Real Estate Securities Fund Class C 41,784.66 15.35%
FBO Harvey H. Bohman IRA Shares
P.O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities Fund Class C 23,166.08 8.51%
FBO Fred O'Dell IRA Shares
P.O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities Fund Class C 18,949.39 6.96%
FBO Bertha Vasquez Shares
P.O. Box 5900
Denver, CO 80217-5900
Resources Trust Company TTEE Real Estate Securities Fund Class C 15,561.80 5.72%
FBO Gail B. Nestlerode IRA Shares
P.O. Box 5900
Denver, CO 80217-5900
State Street Bank & Trust Co. Bond Fund Class A Shares 343,897.36 5.62%
Custodian for the IRA Rollover of
Eugene J. Glaser
784 Park Ave. #15C
New York, NY 10021-3553
State Street Bank & Trust Co. Bond Fund Class B Shares 357,754.93 14.27%
Custodian for the IRA of
Harold C. Patterson
6298 Breckenridge Road
Lake Worth, FL 33467-6821
State Street Bank & Trust Co. Real Estate Securities Fund Class A 76,543.78 5.90%
Custodian for the IRA of Shares
Nancy W. Silberman
270 Euclid Avenue
Winnetka, IL 60093-3605
As of July 6, 2000, the Trustees and officers as a group owned 1.52% of
the shares of the Real Estate Securities Fund and less than 1% of any other
class of any other Fund of the Trust.
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 CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
(PROPOSALS 1-9)
Proposals 1-9 contained in this proxy statement are among a series of
proposed transactions in which mutual funds managed by Phoenix Investment
Counsel, Inc. ("Phoenix") and its affiliates (the "Phoenix Funds") will, if not
previously organized as a Delaware business trust, be reorganized as a Delaware
business trust and then operate under common fundamental investment
restrictions. Since the Trust already is a Delaware business trust, the changes
contemplated by this proxy statement are limited to changes in the fundamental
investment restrictions of the Funds. Because many of the Phoenix Funds began
operations outside of the Phoenix organization, they have different fundamental
investment restrictions. Phoenix believes that integrating all of the Phoenix
Funds by adopting a single business form and domicile and standardized
fundamental investment restrictions offers the opportunity for operational
efficiencies that will benefit all shareholders.
If all of Proposals 1-9 are approved, each of the Funds will have
identical fundamental investment restrictions, except that the Real Estate
Securities Fund, a non-diversified fund that concentrates in the real estate
industry, will not be subject to the fundamental investment restrictions
relating to diversification and industry concentration that apply to the other
Funds. The proposed investment restrictions are expected to become generally
standard for all of the Phoenix Funds. These proposed restrictions differ in
certain respects from the existing fundamental investment restrictions as
described in the proposals below. Phoenix believes that increased
standardization of fundamental investment
4
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 Funds.
PROPOSAL 1
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR THE BOND FUND
AND MID-CAP FUND REGARDING DIVERSIFICATION
The Board of Trustees has proposed that the shareholders of the Bond
Fund and Mid-Cap Fund approve an amendment to the fundamental investment
restriction regarding diversification. This proposal does not apply to the Real
Estate Securities Fund because it is a "non-diversified" fund within the meaning
of the 1940 Act. The current fundamental investment restriction regarding
diversification applicable to each Fund, other than the Real Estate Securities
Fund, provides that no Fund may:
"As to 75% of its total assets, purchase securities of an
issuer (other than the U.S. Government, its agencies,
instrumentalities or authorities or repurchase agreements
collateralized by U.S. Government securities and other
investment companies), if:
(1) such purchase would cause more than 5% of the
Fund's total assets taken at market value to be invested in
the securities of such issuer; or
(2) such purchase would at the time result in more
than 10% of the outstanding voting securities of such issuer
being held by the Fund; provided, however, that a Fund may,
subject to restrictions imposed by the 1940 Act and applicable
state laws, invest all or part of its investable assets in an
open-end investment company with substantially the same
investment objectives, policies and restrictions as the Fund."
If Proposal 1 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification for the
Bond Fund and Mid-Cap Fund:
"A Fund may not, with respect to 75% of its total assets,
purchase securities of an issuer (other than the U.S.
Government, its agencies, instrumentalities or authorities or
repurchase agreements collateralized by U.S. Government
securities and other investment companies), if: (a) such
purchase would, at the time, cause more than 5% of the Fund's
total assets taken at market value to be invested in the
securities of such issuer; or (b) such purchase would at the
time result in more than 10% of the outstanding voting
securities of such issuer being held by the Fund."
The new requirements clarify that the restriction does not apply to any
investments by a Fund in other investment companies, including purchases which
would cause more than 5% of the Fund's total assets taken at market value to be
invested in the securities of such issuer. Phoenix believes there is no
substantive change involved in this proposal.
PROPOSAL 2
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR THE BOND FUND AND MID-CAP
FUND REGARDING INDUSTRY CONCENTRATION
The Board of Trustees has proposed that the shareholders of the Bond
Fund and Mid-Cap Fund approve an amendment to the fundamental investment
restriction regarding industry concentration. This proposal does not apply to
the Real Estate Securities Fund because it concentrates its investments in the
real estate industry. The current fundamental investment restriction regarding
industry concentration applicable to each Fund, other than the Real Estate
Securities Fund, provides that no Fund may:
5
"Purchase the securities of issuers conducting their principal
activity in a single industry if, immediately after such
purchase, the value of its investments in such industry would
exceed 25% of its total assets taken at market value at the
time of such investment (except investments in obligations of
the U.S. Government or any of its agencies, instrumentalities
or authorities); provided, however, that the Fund may invest
all or part of its investable assets in an open-end investment
company with substantially the same investment objectives,
policies and restrictions as the Fund."
If Proposal 2 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for the Bond Fund and Mid-Cap Fund:
"A Fund may not purchase securities if, after giving effect to
the purchase, more than 25% of its total assets would be
invested in the securities of one or more issuers conducting
their principal business activities in the same industry
(excluding the U.S. Government or its agencies or
instrumentalities)."
Phoenix believes that there is no substantive change involved in this
proposal. Phoenix does not believe that the reference to the ability to invest
in other investment companies is relevant to a concentration policy. The ability
of the Fund to invest in other investment companies is subject to limitations
under the 1940 Act.
PROPOSAL 3
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS FOR EACH OF THE
FUNDS REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of each Fund
approve a new fundamental investment restriction regarding borrowing. The
current fundamental investment restriction regarding borrowing states that no
Fund may:
"Borrow money, except that a Fund may borrow from banks or
enter into reverse repurchase agreements or dollar roll ups to
one-third of the value of its total assets (calculated when
the loan is made) to take advantage of investment
opportunities and may pledge up to one-third of the value of
its total assets to secure such borrowings. Each Fund is also
authorized to borrow an additional 5% of its total assets
without regard to the foregoing limitations for temporary
purposes such as the clearance of transactions and share
redemptions. For purposes of this investment restriction,
short sales, the purchase or sale of securities on a
"when-issued," delayed delivery or forward commitment basis,
the purchase or sale of options, futures contracts, and
options on futures contracts, securities or indices and
collateral arrangements with respect thereto shall not
constitute borrowing."
If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing and purchasing
securities on margin:
"A Fund may not borrow money, except (i) in amounts not to
exceed one-third of the value of the Fund's total assets
(including the amount borrowed) from banks, and (ii) up to an
additional 5% of its total assets from banks or other lenders
for temporary purposes. For purposes of this restriction, (a)
investment techniques such as margin purchases, short sales,
forward commitments, and roll transactions, (b) investments in
instruments such as futures contracts, swaps, and options and
(c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing."
The proposed restriction is substantially similar to the current
restriction except that the proposed restriction does not contain a limitation
on the pledging of assets. The 1940 Act does not require a mutual
6
fund to adopt a fundamental investment restriction regarding the pledging of
assets. The proposed restriction is consistent with the limitations currently
imposed on borrowing by mutual funds under the 1940 Act.
PROPOSAL 4
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE
FUNDS REGARDING THE ISSUANCE OF SENIOR SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding the
issuance of senior securities. The current fundamental investment restriction
regarding senior securities provides that no Fund may:
"Issue senior securities, except as otherwise permitted by the
Fund's fundamental investment restrictions. For purposes of
this restriction, the issuance of shares of beneficial
interest in multiple classes or series, the purchase or sale
of options, futures contracts, forward commitments and reverse
repurchase agreements entered into in accordance with the
Fund's investment policies or within the meaning of the Fund's
fundamental investment restriction on borrowing, are not
deemed to be senior securities."
If Proposal 4 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"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."
The SEC through rulemaking and exemptive orders and the SEC staff
through interpretations have previously permitted mutual funds to engage in
certain practices and trading activities, subject to certain limitations, that
could otherwise be viewed as senior securities, including the issuance of
multiple classes of shares, futures and options transactions. The new
restriction applicable to the Funds provides that the Funds will be allowed to
engage in these activities to the extent permitted by the SEC or the SEC staff.
PROPOSAL 5
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE
FUNDS REGARDING UNDERWRITING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting states that no Fund may:
"Act as an underwriter with respect to the securities of other
issuers, except to the extent that in connection with the
disposition of portfolio securities, the Fund may be deemed to
be an underwriter for purposes of the 1933 Act; provided,
however, that the Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objectives, policies and
restrictions as the Fund."
If Proposal 5 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not underwrite the securities issued by other
persons, except to the extent that, in connection with the
disposition of portfolio securities, the Fund may be deemed to
be an underwriter under applicable law."
7
Phoenix believes there is no substantive change involved in this
proposal. The proposed investment restriction clarifies that a Fund would not
violate the restriction if it was deemed an underwriter as a result of the sale
of its portfolio securities under the 1933 Act or any other applicable law.
Phoenix does not believe that the reference to the ability to invest in other
investment companies is relevant to an underwriting policy.
PROPOSAL 6
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE
FUNDS REGARDING INVESTING IN REAL ESTATE
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in real estate. The current fundamental investment restriction
regarding investing in real estate states that no Fund may:
"Purchase or sell real estate except that the Fund may (i)
acquire or lease office space for its own use, (ii) invest in
securities of issuers that invest in real estate or interests
therein, (iii) invest in securities that are secured by real
estate or interests therein, (iv) purchase and sell
mortgage-related securities and (v) hold and sell real estate
acquired by the Fund as a result of the ownership of
securities."
If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell real estate, except that the
Fund may (i) acquire or lease office space for its own use,
(ii) invest in securities of issuers that invest in real
estate or interests therein, (iii) invest in mortgage-related
securities and other securities that are 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."
Phoenix believes there is no substantive change involved in this
proposal.
PROPOSAL 7
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING COMMODITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
commodities. The current fundamental investment restriction regarding
commodities provides that no Fund may:
"Invest in commodities, except that the Fund may purchase and
sell options on securities, securities indices and currency,
futures contracts on securities, securities indices and
currency and options on such futures, forward foreign currency
exchange contracts (including, foreign currency warrants,
principal exchange rated linked securities, and performance
indexed paper), forward commitments, securities index put or
call warrants and repurchase agreements entered into in
accordance with the Fund's investment policies, subject to
other restrictions applicable to the Fund."
If Proposal 7 is approved, this restriction would be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell commodities or commodity
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
8
financial instrument or other asset (including, but not
limited to, securities indexes, interest rates, securities
currencies and physical commodities)."
The proposed restriction offers the New Funds greater flexibility in
that it permits investments generally in financial derivatives as opposed to a
specific listing of permitted types of derivative investments. The proposed
restriction permits the Funds 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 of derivatives 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 counterparty may fail to honor its contract
terms, causing a loss for the Funds. Each Fund's ability to engage in futures
contracts and options on futures is subject to applicable rules of the Commodity
Futures Trading Commission ("CFTC"). Under current CFTC rules, a 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.
PROPOSAL 8
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH
OF THE FUNDS REGARDING LENDING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending states
that no Fund may:
"Make loans, except that the Fund may (1) lend portfolio
securities in accordance with the Fund's investment policies
up to one-third of the Fund's total assets taken at market
value, (2) enter into repurchase agreements, and (3) purchase
all or a portion of an issue of debt securities, bank loan
participation interests, bank certificates of deposit,
bankers' acceptances, debentures or other securities, whether
or not the purchase is made upon the original issuance of the
securities."
If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not make loans, except that the Fund may (i) lend
portfolio securities, (ii) enter into repurchase agreements,
(iii) purchase all or a portion of an issue of debt
securities, bank loan participation interests, bank
certificates of deposit, bankers' acceptances, debentures or
other securities, whether or not the purchase is made upon the
original issuance of the securities and (iv) participate in an
interfund lending program with other registered investment
companies."
Under the current restriction on lending, a Fund is permitted to lend
its portfolio securities up to one-third of its total assets. The proposed
lending restriction applicable to the Funds does 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 Funds would be able to take
advantage of that increased flexibility. The lending restriction applicable to a
Fund would also permit each 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.
9
PROPOSAL 9
TO AMEND THE FUNDAMENTAL INVESTMENT REGARDING THE PURCHASE OF
SECURITIES ON MARGIN
The Board of Trustees has proposed that the shareholders of each Fund
eliminate the fundamental investment restriction regarding the purchase of
securities on margin. The current investment restriction provides that the Funds
may not:
"Purchase securities on margin (but the Funds may obtain such
short-term credits as may be necessary for the clearance of
transactions); provided that the deposit or payment of initial
or variation margin in connection with options or futures
contracts is not considered the purchase of securities on
margin."
If Proposal 9 is approved, the Trustees intend to eliminate this
restriction. Phoenix believes this restriction was based on the requirements
formerly imposed by state "blue sky" regulations as a condition to registration.
These state law requirements are no longer applicable to mutual funds.
10
PROPOSAL 10
APPROVAL OF A NEW RULE 12B-1
DISTRIBUTION PLAN FOR CLASS B SHARES
(TO BE VOTED UPON ONLY BY SHAREHOLDERS
OF CLASS B SHARES)
On May 30, 2000, the Trust's Board of Trustees approved the adoption of
a new Distribution Plan under Rule 12b-1 of the 1940 Act for Class B shares of
the Trust (the "Proposed Class B Plan") subject to obtaining the approval of
Class B shareholders of each series of the Trust. The purpose of the Proposed
Class B Plan is to compensate and defray costs and expenses of Phoenix Equity
Planning Corporation ("PEPCO"), the Trust's principal distributor, for
distribution services related to selling Class B shares of the Trust, including
payments to broker/dealers and other financial institutions for services
rendered in connection with the sale and distribution of such shares
("Distribution Activities"), and to compensate and defray costs and expenses of
PEPCO for Class B shareholder account servicing, assistance and maintenance
("Service Fees"). The Board of Trustees recommends approval of the Proposed
Class B Plan.
The Board of Trustees previously adopted a plan of distribution for the
Trust's Class B shares (the "Existing Class B Plan"), which was approved by
shareholders on or about July 1, 1998. Shareholders are being asked to approve
the Proposed Class B Plan to effect a change from a reimbursement type plan to a
compensation type plan. The Proposed Class B Plan does not change the maximum
annual fee that may be paid to PEPCO under the Existing Class B Plan, although
the possibility exists that expenses incurred by PEPCO and for which it is
entitled to be reimbursed under the Existing Class B Plan could be less than the
fee PEPCO will receive under the Proposed Class B Plan. The change to a
compensation type plan is proposed to bring the Trust in line with industry
practice. Moreover, a compensation plan is significantly more efficient to
administer.
THE EXISTING CLASS B PLAN
Under the Existing Class B Plan, the Trust pays PEPCO a Service Fee at the
annual rate of .25% of the average daily net assets of Class B Shares and
reimburses PEPCO for expenses incurred for Distribution Activities at an annual
rate of up to .75% of the average daily net assets of Class B Shares.
11
Amounts reimbursable under the Existing Class B Plan that are not paid because
they exceed the maximum fee payable thereunder are carried forward and may be
recovered in future years by PEPCO from asset-based sales charges imposed on
Class B shares, to the extent that such charges do not exceed .75 of 1% per
annum of the average daily net assets of the Class B shares, and from contingent
deferred sales charges received from certain redeeming shareholders, subject to
the limitation of Rule 2830 of the NASD Conduct Rules (the "NASD Rules"). The
NASD Rules place an annual limit of .25 of 1% on fees that may be imposed for
the provision of personal service and/or the maintenance of shareholder accounts
(service fees) and an annual limit of .75 of 1% on asset-based sales charges (as
defined in the NASD Rules). Pursuant to the NASD Rules, the aggregate deferred
sales charges and asset-based sales charges on Class B shares of the Trust may
not, subject to certain exclusions, exceed 6.25% of total gross sales of Class B
shares.
The Existing Class B Plan may not be amended to increase materially the
amount to be spent for the services described therein without approval by a
majority of the holders of the Class B shares of the Trust. In addition, all
material amendments thereof must be approved by vote of a majority of the
Trustees, including a majority of those Trustees who are not interested persons
("Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of
voting on the plan. So long as the Existing Class B Plan is in effect, the
selection and nomination of the Rule 12b-1 Trustees will be committed to the
discretion of the Rule 12b-1 Trustees. The Existing Class B Plan may be
terminated at any time by the vote of a majority of the Rule 12b-1 Trustees or
by the vote of a majority of the outstanding Class B shares of the Trust (as
defined in the 1940 Act).
THE PROPOSED CLASS B PLAN
Both the Existing Class B Plan and the Proposed Class B Plan require the
Trust to pay PEPCO a Service Fee of .25 of 1% per annum of the average daily net
assets of the Class B shares. However, the Proposed Class B Plan differs from
the Existing Class B Plan in several respects; most importantly, it is a
compensation type plan. Under the Existing Class B Plan, the Trust reimburses
PEPCO for expenses actually incurred for Distribution Activities, up to a
maximum of .75 of 1% per annum of the average daily net assets of the Class B
shares. The Proposed Class B Plan authorizes the Trust to pay PEPCO the same
maximum annual fee for Distribution Activities as compensation for its
Distribution Activities, regardless of the expenses incurred by PEPCO for its
Distribution Activities. Consequently, if PEPCO's expenses are less than its
distribution and service fees, it will retain its full fees and realize a
profit. However, if PEPCO's expenses exceed the distribution and service fees
received under the Proposed Class B Plan, it will no longer carry forward such
12
amounts for reimbursement in future years. Since inception of the Existing Class
B Plan, the cumulative reimbursable expenses incurred thereunder by PEPCO have
exceeded the amounts reimbursed by the Trust. As of September 30, 1999, the
aggregate amount of distribution expenses incurred and not yet reimbursed by the
Trust or recovered through contingent deferred sales charges was approximately
$151,199. The Trust does not have to pay PEPCO for the amount of unreimbursed
expenses remaining at such time as the Existing Class B Plan is terminated or
otherwise discontinued. For the fiscal year ended September 30, 1999, PEPCO
received $121,864 from the Trust under the Existing Class B Plan, representing
a total of 1% of the average daily net assets of the Class B shares. Since the
maximum annual fee under the Existing Class B Plan is the same as under the
Proposed Class B Plan, PEPCO would have received the same annual fee under the
Proposed Class B Plan as it did under the Existing Class B Plan for the same
period.
One of the reasons it is appropriate to adopt the Proposed Class B Plan is
that compensation type plans are far more common in the marketplace than
reimbursement plans. According to an Abstract of Industry Data Regarding
Distribution Plans presented by Trust management, approximately 93% of the 12b-1
plans reviewed (representing about 91% of the total universe of mutual funds)
have compensation plans. Another significant benefit of compensation type plans,
such as the Proposed Class B Plan, over a reimbursement type plan, such as the
Existing Class B Plan, is the facilitation of administration and accounting.
Under reimbursement plans, all expenses must be specifically accounted for by
the distributor and attributed to the specific class of shares of a fund in
order to qualify for reimbursement. Although the Proposed Class B Plan will
continue to require quarterly reporting to the Board of Trustees of the amounts
accrued and paid under the Plan and of the expenses actually borne by the
distributor, there will be no need to match specific expenses to reimbursements
and no carrying forward of such amounts, as under the Existing Class B Plan.
Thus, the accounting for the Proposed Class B Plan would be simplified and the
timing of when expenditures are to be made by the distributor would not be an
issue. Currently, because the Existing Class B Plan is a reimbursement plan, the
Distributor devotes significant internal resources to properly determine those
expenses allocable to the Trust's Class B shares for reimbursement, the cost of
which is borne by the Trust and other funds for which PEPCO serves as
distributor. These considerations, combined with the fact that the cumulative
expenses incurred by PEPCO for Distribution Activities have exceeded the amounts
reimbursed by the Trust under the Existing Class B Plan, suggest that the costs
and efforts associated with a reimbursement plan are unwarranted.
13
In considering whether to approve the Proposed Class B Plan, the Trustees
reviewed, among other things, the nature and scope of the services to be
provided by PEPCO, the amount of expenditures under the Existing Class B Plan,
including unreimbursed expenses from prior years, and comparative data with
respect to distribution arrangements adopted by other investment companies.
Based upon such review, the Trustees, including a majority of the 12b-1
Trustees, determined that there is a reasonable likelihood that the Proposed
Class B Plan will benefit the Trust, each of its series and its Class B
shareholders.
If approved by Class B shareholders, the Proposed Class B Plan will continue
in effect from year to year, provided such continuance is approved at least
annually by a vote of a majority of the Board of Trustees, including a majority
of the Rule 12b-1 Trustees.
14
PROPOSAL 11
APPROVAL OF A NEW RULE 12B-1
DISTRIBUTION PLAN FOR CLASS C SHARES
(TO BE VOTED UPON ONLY BY SHAREHOLDERS
OF CLASS C SHARES)
On May 30, 2000, the Trust's Board of Trustees approved the adoption of
a new Distribution Plan under Rule 12b-1 of the 1940 Act for Class C shares of
the Trust (the "Proposed Class C Plan") subject to obtaining the approval of
Class C shareholders of each series of the Trust. The purpose of the Proposed
Class C Plan is to compensate and defray costs and expenses of Phoenix Equity
Planning Corporation ("PEPCO"), the Trust's principal distributor, for
distribution services related to selling Class C shares of the Trust, including
payments to broker/dealers and other financial institutions for services
rendered in connection with the sale and distribution of such shares
("Distribution Activities"), and to compensate and defray costs and expenses of
PEPCO for Class C shareholder account servicing, assistance and maintenance
("Service Fees"). The Board of Trustees recommends approval of the Proposed
Class C Plan.
The Board of Trustees previously adopted a plan of distribution for the
Trust's Class C shares (the "Existing Class C Plan"), which was approved by
shareholders on or about July 1, 1998. Shareholders are being asked to approve
the Proposed Class C Plan to effect a change from a reimbursement type plan to a
compensation type plan. The Proposed Class C Plan does not change the maximum
annual fee that may be paid to PEPCO under the Existing Class C Plan, although
the possibility exists that expenses incurred by PEPCO and for which it is
entitled to be reimbursed under the Existing Class C Plan could be less than the
fee PEPCO will receive under the Proposed Class C Plan. The change to a
compensation type plan is proposed to bring the Trust in line with industry
practice. Moreover, a compensation plan is significantly more efficient to
administer.
THE EXISTING CLASS C PLAN
Under the Existing Class C Plan, the Trust pays PEPCO a Service Fee at the
annual rate of .25% of the average daily net assets of Class C Shares and
reimburses PEPCO for expenses incurred for Distribution Activities at an annual
rate of up to .75% of the average daily net assets of Class C Shares. Amounts
reimbursable under the Existing Class C Plan that are not paid because they
exceed the maximum fee payable thereunder are carried forward and may be
recovered in future years by PEPCO from asset-based sales
15
charges imposed on Class C shares, to the extent that such charges do not exceed
.75 of 1% per annum of the average daily net assets of the Class C shares, and
from contingent deferred sales charges received from certain redeeming
shareholders, subject to the limitation of Rule 2830 of the NASD Conduct Rules
(the "NASD Rules"). The NASD Rules place an annual limit of .25 of 1% on fees
that may be imposed for the provision of personal service and/or the maintenance
of shareholder accounts (service fees) and an annual limit of .75 of 1% on
asset-based sales charges (as defined in the NASD Rules). Pursuant to the NASD
Rules, the aggregate deferred sales charges and asset-based sales charges on
Class C shares of the Trust may not, subject to certain exclusions, exceed 6.25%
of total gross sales of Class C shares.
The Existing Class C Plan may not be amended to increase materially the
amount to be spent for the services described therein without approval by a
majority of the holders of the Class C shares of the Trust. In addition, all
material amendments thereof must be approved by vote of a majority of the
Trustees, including a majority of those Trustees who are not interested persons
("Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of
voting on the plan. So long as the Existing Class C Plan is in effect, the
selection and nomination of the Rule 12b-1 Trustees will be committed to the
discretion of the Rule 12b-1 Trustees. The Existing Class C Plan may be
terminated at any time by the vote of a majority of the Rule 12b-1 Trustees or
by the vote of a majority of the outstanding Class C shares of the Trust (as
defined in the 1940 Act).
THE PROPOSED CLASS C PLAN
Both the Existing Class C Plan and the Proposed Class C Plan require the
Trust to pay PEPCO a Service Fee of .25 of 1% per annum of the average daily net
assets of the Class C shares. However, the Proposed Class C Plan differs from
the Existing Class C Plan in several respects; most importantly, it is a
compensation type plan. Under the Existing Class C Plan, the Trust reimburses
PEPCO for expenses actually incurred for Distribution Activities, up to a
maximum of .75 of 1% per annum of the average daily net assets of the Class C
shares. The Proposed Class C Plan authorizes the Trust to pay PEPCO the same
maximum annual fee for Distribution Activities as compensation for its
Distribution Activities, regardless of the expenses incurred by PEPCO for its
Distribution Activities. Consequently, if PEPCO's expenses are less than its
distribution and service fees, it will retain its full fees and realize a
profit. However, if PEPCO's expenses exceed the distribution and service fees
received under the Proposed Class C Plan, it will no longer carry forward such
amounts for reimbursement in future years. Since inception of the Existing Class
C Plan, the cumulative reimbursable expenses incurred thereunder by PEPCO have
exceeded the amounts reimbursed by the Trust. As of September 30,
16
1999, the aggregate amount of distribution expenses incurred and not yet
reimbursed by the Trust or recovered through contingent deferred sales charges
was approximately $______. The Trust does not have to pay PEPCO for the amount
of unreimbursed expenses remaining at such time as the Existing Class C Plan is
terminated or otherwise discontinued. For the fiscal year ended September 30,
1999, PEPCO received $19,789 from the Trust under the Existing Class C Plan,
representing a total of 1% of the average daily net assets of the Class C
shares. Since the maximum annual fee under the Existing Class C Plan is the same
as under the Proposed Class C Plan, PEPCO would have received the same annual
fee under the Proposed Class C Plan as it did under the Existing Class C Plan
for the same period.
One of the reasons it is appropriate to adopt the Proposed Class C Plan is
that compensation type plans are far more common in the marketplace than
reimbursement plans. According to an Abstract of Industry Data Regarding
Distribution Plans presented by Trust management, approximately 93% of the 12b-1
plans reviewed (representing about 91% of the total universe of mutual funds)
have compensation plans. Another significant benefit of compensation type plans,
such as the Proposed Class C Plan, over a reimbursement type plan, such as the
Existing Class C Plan, is the facilitation of administration and accounting.
Under reimbursement plans, all expenses must be specifically accounted for by
the distributor and attributed to the specific class of shares of a fund in
order to qualify for reimbursement. Although the Proposed Class C Plan will
continue to require quarterly reporting to the Board of Trustees of the amounts
accrued and paid under the Plan and of the expenses actually borne by the
distributor, there will be no need to match specific expenses to reimbursements
and no carrying forward of such amounts, as under the Existing Class C Plan.
Thus, the accounting for the Proposed Class C Plan would be simplified and the
timing of when expenditures are to be made by the distributor would not be an
issue. Currently, because the Existing Class C Plan is a reimbursement plan, the
Distributor devotes significant internal resources to properly determine those
expenses allocable to the Trust's Class C shares for reimbursement, the cost of
which is borne by the Trust and other funds for which PEPCO serves as
distributor. These considerations, combined with the fact that the cumulative
expenses incurred by PEPCO for Distribution Activities have exceeded the amounts
reimbursed by the Trust under the Existing Class C Plan, suggest that the costs
and efforts associated with a reimbursement plan are unwarranted.
In considering whether to approve the Proposed Class C Plan, the Trustees
reviewed, among other things, the nature and scope of the services to be
provided by PEPCO, the amount of expenditures under the Existing Class C Plan,
including unreimbursed expenses from prior years, and comparative data
17
with respect to distribution arrangements adopted by other investment companies.
Based upon such review, the Trustees, including a majority of the 12b-1
Trustees, determined that there is a reasonable likelihood that the Proposed
Class C Plan will benefit the Trust and its Class C shareholders.
If approved by Class C shareholders, the Proposed Class C Plan will continue
in effect from year to year, provided such continuance is approved at least
annually by a vote of a majority of the Board of Trustees, including a majority
of the Rule 12b-1 Trustees.
18
EXHIBIT A
CLASS B SHARES
RULE 12B-1 DISTRIBUTION PLAN
This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan")
has been adopted by the Class B shareholders of Phoenix-Seneca Funds (the
"Trust"), a Massachusetts business trust, on _________________, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act").
W H E R E A S:
The Trust is an open-end management investment company and is registered as
such under the Act. The Trust at present has three series which are currently
being offered, and the Board of Trustees may establish and offer additional
series in the future. Each series has a multi-class distribution system that
allows each series to offer investors the option of purchasing shares of
separate share classes. This Plan governs only the Class B Shares of each series
of the Trust. The Trust may, from time to time, distribute shares of any class
of any series through a contractual arrangement (the "Distribution Agreement")
with a principal distributor for such class of shares of such series duly
qualified to act on behalf of the Trust in such capacity (any such principal
distributor, the "Principal Distributor"), it being understood that the Trust
may change the Principal Distributor for any class of shares of any series from
time to time. The Board of Trustees, including a majority of the Qualified
Trustees (as defined in paragraph 5 herein), has determined to adopt the Plan.
In voting to approve the Plan, the Trustees have determined, in the exercise of
their reasonable business judgment and in light of their fiduciary duty, that
there is a reasonable likelihood that this Plan will benefit the Class B Shares
of each respective series of the Trust with respect to which this Plan will be
effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Trust hereby adopts
this Plan in accordance with Rule 12b-1 under the Act on the following terms and
conditions:
1. The Trust shall pay to each Principal Distributor of Class B Shares of
any series its "Allocable Portion," as hereinafter defined, of the distribution
fee allowable under the Rules of Conduct of NASD Regulation, Inc. (the "Rules of
Conduct") in respect of such Class of Shares of such series, consisting of a
distribution fee at the rate of three quarters of one percent (0.75%) per annum
19
of the average daily net asset value of such Class of Shares (the "Distribution
Fee") and a service fee at a rate of one quarter of one percent (0.25%) of the
average daily net asset value of such Class of Shares of such series of the
Trust. For purposes of applying the limitation set forth in the Rules of Conduct
on the maximum amount of the Distribution Fee payable in respect of the Class B
Shares of any series, the Trust hereby elects to add to six and one quarter
percent (6.25%) of the issue price of the Class B Shares, or such other
percentage as may be proscribed in such Rules of Conduct, interest thereon at
the rate of prime plus one percent per annum. A contingent deferred sales charge
("CDSC") also shall be payable by the holders of Class B Shares in the case of
early redemption of such Class B Shares.
2. The amounts set forth in paragraph 1 of this Plan shall be paid for the
Principal Distributor's services and expenses as distributor of the Class B
Shares of the Trust and may be spent by the Principal Distributor, in its
discretion, on, among other things, compensation to and expenses (including
overhead and telephone expenses) of account executives or other employees of the
Principal Distributor or of other broker-dealers who engage in or support
distribution of shares; printing of prospectuses and reports for other than
existing shareholders; advertising; preparation, printing and distribution of
sales literature; and allowances to other broker-dealers.
3. Any Distribution Agreement in respect of Class B Shares of any series
may provide that: (I) the Principal Distributor in respect of such Distribution
Agreement will be deemed to have fully earned its Allocable Portion of the
Distribution Fee payable in respect of Class B Shares of such series upon the
sale of each "Initial Issue Commission Share" (as hereinafter defined) of such
series taken into account in determining such Principal Distributor's Allocable
Portion of such Distribution Fee; (II) except as provided in (III) below, the
Trust's obligation to pay such Principal Distributor its Allocable Portion of
the Distribution Fee payable in respect of the Class B Shares of such series
shall be absolute and unconditional and shall not be subject to dispute, offset,
counterclaim or any defense whatsoever (it being understood that such provision
is not a waiver of the Trust's right to pursue such Principal Distributor and
enforce such claims against the assets of such Principal Distributor other than
its right to the Distribution Fees and CDSCs in respect of the Class B Shares of
such series); (III) the Trust's obligation to pay such Principal Distributor its
Allocable Portion of the Distribution Fee payable in respect of the Class B
Shares of such series shall not be terminated or modified except to the extent
required by a change in the Act or the Rules of Conduct enacted or promulgated
after June 1, 2000 (a "Change-in-Applicable-Law"), or in connection with a
"Complete Termination" (as hereinafter defined) of this Plan in respect of the
Class B
20
Shares of such series; (IV) the Trust will not waive or change any CDSC in
respect of the Class B Shares of such series, except as provided in the Trust's
Prospectus or statement of additional information without the consent of the
Principal Distributor (or its assigns); (V) except to the extent required by a
Change-in-Applicable-Law, neither the termination of such Principal
Distributor's role as principal distributor of the Class B Shares of such
series, nor the termination of such Distribution Agreement nor the termination
of this Plan will terminate such Principal Distributor's right to its Allocable
Portion of the CDSCs in respect of Class B Shares of such series sold prior to
such termination; (VI) except as provided in the Trust's Prospectus and
statement of additional information, until such Principal Distributor has been
paid its Allocable Portion of the Distribution Fees in respect of the Class B
Shares of such series, the Trust will not adopt a plan of liquidation in respect
of such series without the consent of such Principal Distributor (or its
assigns); and (VII) such Principal Distributor may sell and assign its rights to
its Allocable Portion of the Distribution Fees and CDSCs (but not such Principal
Distributor's obligations to the Trust under the Distribution Agreement) to
raise funds to make the expenditures related to the distribution of Class B
Shares of such series and in connection therewith, upon receipt of notice of
such sale and assignment, the Trust shall pay to the purchaser or assignee such
portion of the Principal Distributor's Allocable Portion of the Distribution
Fees in respect of the Class B Shares of such series so sold or assigned. For
purposes of this Plan, the term "Allocable Portion" means, in respect of
Distribution Fees payable in respect of the Class B Shares of any series as
applied to any Principal Distributor, the portion of such Distribution Fees and
CDSCs allocated to such Principal Distributor in accordance with the Allocation
Schedule (as hereinafter defined). For purposes of this Plan, the term "Complete
Termination" of this Plan means, in respect of any series, a termination of this
Plan involving the cessation of payments of Distribution Fees hereunder in
respect of Class B Shares of such series and the cessation of payments of
distribution fees pursuant to every other rule 12b-1 plan of the Trust in
respect of such series for every future class of shares which, in the good faith
determination of the Board of Trustees of the Trust, has substantially similar
economic characteristics to the Class B Shares taking into account the total
sales charge, contingent deferred sales charge and other similar charges, it
being understood that the existing Class A Shares and the existing Class C
Shares do not have substantially similar economic characteristics to the Class B
Shares. For purposes of this Plan, the term "Allocation Schedule" means, in
respect of the Class B Shares of any series, a schedule which shall be approved
in the same manner as this Plan as contemplated by Section 5 hereof for
assigning to each Principal Distributor of Class B Shares of such series the
portion of the total Distribution Fees payable
21
by the Trust in respect of the Class B Shares of such series which has been
earned by such Principal Distributor, which shall be attached to and become a
part of any Distribution Agreement in respect of Class B Shares. For purposes of
clause (I) of the first sentence of this Section 3, the term "Initial Issue
Commission Share" shall mean, in respect of any series, a Class B Share which is
a Commission Share issued by such series under circumstances other than in
connection with a permitted free exchange with another fund. For purposes of the
foregoing definition a "Commission Share" shall mean, in respect of any series,
each Class B Share of such series which is issued under circumstances which
would normally give rise to an obligation of the holder of such Class B Share to
pay a CDSC upon redemption of such Share, including, without limitation, any
Class B Share of such Fund issued in connection with a permitted free exchange,
and any such Class B Share shall not cease to be a Commission Share prior to the
redemption (including a redemption in connection with a permitted free exchange)
or conversion even though the obligation to pay the CDSC shall have expired or
conditions for thereof still exist.
4. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding voting securities
of Class B Shares of the Series. With respect to the submission of this Plan for
such a vote, it shall have been effectively approved with respect to Class B
Shares of any series if a majority of the outstanding voting securities of Class
B Shares of that series votes for the approval of this Plan, notwithstanding
that: (1) this Plan has not been approved by a majority of the outstanding
voting securities of Class B Shares of any other series, or (2) the matter has
not been approved by a majority of the outstanding voting securities of Class B
Shares of the Trust.
5. This Plan shall become effective with respect to the Class B Shares of a
series upon approval, together with any related agreements, by a majority vote
of both (i) the Board of Trustees and (ii) those Trustees who are not
"interested persons" of the Trust (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called for
the purpose of voting on this Plan and such related agreements.
6. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 5 herein.
7. In each year that this Plan remains in effect, any person authorized to
direct the disposition of monies paid or payable by the Trust pursuant to this
Plan or any related agreement shall prepare and furnish to the Board and the
22
Board shall review, at least quarterly, written reports, complying with the
requirements of Rule 12b-1 under the Act, of the amounts expended under this
Plan and purposes for which such expenditures were made.
8. This Plan may be terminated at any time with respect to the Class B
Shares of any series by a majority vote of the Qualified Trustees or by vote of
a majority of the outstanding voting securities of Class B Shares of that
series. This Plan may remain in effect with respect to the Class B Shares of a
series even if it has been terminated in accordance with this paragraph with
respect to one or more other series of the Trust.
9. This Plan may not be amended in order to increase materially the amount
of distribution expenses provided for in paragraph 1 herein unless such
amendment is approved by a majority (as defined in the Act) of the outstanding
voting securities of Class B Shares and no material amendment to this Plan shall
be made unless approved in the manner provided in paragraph 5 herein.
10. While this Plan shall be in effect, the selection and nomination of
Trustees who are not interested persons of the Trust (as defined in the Act)
shall be committed to the discretion of the Trustees then in office who are not
interested persons of the Trust.
The Trust shall preserve copies of this Plan and any related agreements and
all reports made pursuant to paragraph 7 herein, for a period of not less than
six years from the date of this Plan, or the agreements or such report, as the
case may be, the first two years in an easily accessible place.
Notice is hereby given that this Plan is adopted on behalf of the Trust, and
not by the Trustees or officers of the Trust individually, and the obligations
of or arising out of this Plan are not binding upon the Trustees, officers or
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust. Notice is hereby given that the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular series of the Trust shall be enforceable against the
assets of such series only, and not against the assets of the Trust generally.
23
EXHIBIT B
CLASS C SHARES
RULE 12B-1 DISTRIBUTION PLAN
This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan")
has been adopted by the Class C shareholders of Phoenix-Seneca Funds (the
"Trust"), a Massachusetts business trust, on _________________, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act").
W H E R E A S:
The Trust is an open-end management investment company and is registered as
such under the Act. The Trust, at present, has three series which are currently
being offered, and the Board of Trustees may establish and offer additional
series in the future. Each series has a multi-class distribution system that
allows each series to offer investors the option of purchasing shares of
separate share classes. This Plan governs only the Class C Shares of each series
of the Trust. The Trust may, from time to time, distribute shares of any class
of any series through a contractual arrangement (the "Distribution Agreement")
with a principal distributor for such class of shares of such series duly
qualified to act on behalf of the Trust in such capacity (any such principal
distributor, the "Principal Distributor"), it being understood that the Trust
may change the Principal Distributor for any class of shares of any series from
time to time. The Board of Trustees, including a majority of the Qualified
Trustees (as defined in paragraph 4 herein), has determined to adopt the Plan.
In voting to approve the Plan, the Trustees have determined, in the exercise of
their reasonable business judgment and in light of their fiduciary duty, that
there is a reasonable likelihood that this Plan will benefit the Class C Shares
of each respective series the Trust with respect to which this Plan will be
effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Trust hereby adopts
this Plan in accordance with Rule 12b-1 under the Act on the following terms and
conditions:
1. The Trust shall pay to each Principal Distributor of Class C Shares of
any series a distribution fee at the rate of three quarters of one percent
(0.75%) per annum of the average daily net asset value of such Class of Shares
of such series (the "Distribution Fee") and a service fee at a rate of one
quarter of one
24
percent (0.25%) of the average daily net asset value of such Class of Shares of
such series of the Trust. The fee is paid to financial services firms including
National Association of Securities Dealers, Inc. ("NASD") member firms for
continuous personal service by such firms to investors in such Class C Shares.
2. The amounts set forth in paragraph 1 of this Plan shall be paid for the
Principal Distributor's services and expenses as distributor of the Class C
Shares of the Trust and may be spent by the Principal Distributor, in its
discretion, on, among other things, compensation to and expenses (including
overhead and telephone expenses) of account executives or other employees of the
Principal Distributor or of other broker-dealers who engage in or support
distribution of shares; printing of prospectuses and reports for other than
existing shareholders; advertising; preparation, printing and distribution of
sales literature; and allowances to other broker-dealers.
3. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding voting securities
of Class C Shares of the Series. With respect to the submission of this Plan for
such a vote, it shall have been effectively approved with respect to Class C
Shares of any series if a majority of the outstanding voting securities of Class
C Shares of that series votes for the approval of this Plan, notwithstanding
that: (1) this Plan has not been approved by a majority of the outstanding
voting securities of Class C Shares of any other series, or (2) the matter has
not been approved by a majority of the outstanding voting securities of Class C
Shares of the Trust.
4. This Plan shall become effective with respect to the Class C Shares of a
series upon approval, together with any related agreements, by a majority vote
of both (i) the Board of Directors and (ii) those Directors who are not
"interested persons" of the Trust (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Qualified Directors"), cast in person at a meeting called
for the purpose of voting on this Plan and such related agreements.
5. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 4 herein.
6. In each year that this Plan remains in effect, any person authorized to
direct the disposition of monies paid or payable by the Trust pursuant to this
Plan or any related agreement shall prepare and furnish to the Board and the
Board shall review, at least quarterly, written reports, complying with the
requirements of Rule 12b-1 under the Act, of the amounts expended under this
Plan and purposes for which such expenditures were made.
25
7. This Plan may be terminated at any time with respect to the Class C
Shares of any series by a majority vote of the Qualified Directors or by vote of
a majority of the outstanding voting securities of Class C Shares of that
series.
8. This Plan may not be amended in order to increase materially the amount
of distribution expenses provided for in paragraph 1 herein unless such
amendment is approved by a majority (as defined in the Act) of the outstanding
voting securities of Class C Shares of any series and no material amendment to
this Plan shall be made unless approved in the manner provided in paragraph 4
herein.
9. While this Plan shall be in effect, the selection and nomination of
Directors who are not interested persons of the Trust (as defined in the Act)
shall be committed to the discretion of the Directors then in office who are not
interested persons of the Trust.
The Trust shall preserve copies of this Plan and any related agreements and
all reports made pursuant to paragraph 6 herein, for a period of not less than
six years from the date of this Plan, or the agreements or such report, as the
case may be, the first two years in an easily accessible place.
Notice is hereby given that this Plan is adopted on behalf of the Trust, and
not by the Trustees or officers of the Trust individually, and the obligations
of or arising out of this Plan are not binding upon the Trustees, officers or
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust. Notice is hereby given that the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular series of the Trust shall be enforceable against the
assets of such series only, and not against the assets of the Trust generally.
26
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND
THAT THE SHAREHOLDERS APPROVE EACH OF THE PROPOSALS.
ADVISER, SUBADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
Phoenix Investment Counsel, Inc. 56 Prospect Street, Hartford,
Connecticut 06115-0480 is the investment adviser to each of the Funds. Seneca
Capital Management LLC, 909 Montgomery Street, San Francisco, California 94133
is the investment subadviser to each of the Funds. Phoenix Equity Planning
Corporation, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
06083-2000, 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.
27
PHOENIX-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
September 14, 2000
PHOENIX-SENECA BOND FUND
PROXY
The undersigned shareholder of Phoenix-Seneca Bond Fund (the "Fund"), a
series of Phoenix-Seneca Funds (the "Trust"), revoking any and all previous
proxies heretofore given for shares of the Trust held by the undersigned, hereby
constitutes Gail P. Seneca 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 September 14, 2000 at the offices of 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" EACH OF THE PROPOSALS
28
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 PROPOSALS FOR PHOENIX-SENECA BOND FUND
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. To amend the fundamental restriction regarding For Against Abstain
senior securities. [ ] [ ] [ ]
5. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
6. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
commodities. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
9. To eliminate the fundamental restriction For Against Abstain
regarding the purchase of securities on margin. [ ] [ ] [ ]
CLASS B SHAREHOLDERS
10. To approve a new Rule 12b-1 Distribution Plan For Against Abstain
for Class B Shares. [ ] [ ] [ ]
CLASS C SHAREHOLDERS
11. To approve a new Rule 12b-1 Distribution Plan For Against Abstain
for Class C Shares. [ ] [ ] [ ]
29
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
30
PHOENIX-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
September 14, 2000
PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
PROXY
The undersigned shareholder of Phoenix-Mid-Cap "EDGE" (SM) Fund (the
"Fund"), a series of Phoenix-Seneca Funds (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Trust held by the
undersigned, hereby constitutes Gail P. Seneca 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 September 14, 2000 at the offices of
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" EACH OF THE PROPOSALS
31
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 PROPOSALS FOR PHOENIX-SENECA MID-CAP "EDGE" (SM) FUND
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. To amend the fundamental restriction regarding For Against Abstain
senior securities. [ ] [ ] [ ]
5. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
6. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
commodities. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
9. To eliminate the fundamental restriction For Against Abstain
regarding the purchase of securities on margin. [ ] [ ] [ ]
CLASS B SHAREHOLDERS
10. To approve a new Rule 12b-1 Distribution Plan For Against Abstain
for Class B Shares. [ ] [ ] [ ]
CLASS C SHAREHOLDERS
11. To approve a new Rule 12b-1 Distribution Plan For Against Abstain
for Class C Shares. [ ] [ ] [ ]
32
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
33
PHOENIX-SENECA FUNDS
909 Montgomery Street, Suite 500
San Francisco, California 94133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
September 14, 2000
PHOENIX-SENECA REAL ESTATE SECURITIES FUND
PROXY
The undersigned shareholder of Phoenix-Real Estate Securities Fund (the
"Fund"), a series of Phoenix-Seneca Funds (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Trust held by the
undersigned, hereby constitutes Gail P. Seneca 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 September 14, 2000 at the offices of
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" EACH OF THE PROPOSALS
34
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 PROPOSALS FOR PHOENIX-SENECA REAL ESTATE SECURITIES FUND
1. (Not applicable to this Fund)
2. (Not applicable to this Fund)
3. To amend the fundamental restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. To amend the fundamental restriction regarding For Against Abstain
senior securities. [ ] [ ] [ ]
5. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
6. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
commodities. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
9. To eliminate the fundamental restriction For Against Abstain
regarding the purchase of securities on margin. [ ] [ ] [ ]
CLASS B SHAREHOLDERS
10. To approve a new Rule 12b-1 Distribution Plan For Against Abstain
for Class B Shares. [ ] [ ] [ ]
CLASS C SHAREHOLDERS
11. To approve a new Rule 12b-1 Distribution Plan For Against Abstain
for Class C Shares. [ ] [ ] [ ]
35
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