PHOENIX SERIES FUND
497, 1996-05-31
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                               PHOENIX SERIES FUND
                       Supplemented dated May 31, 1996 to
               Prospectus and Statement of Additional Information
                             dated February 28, 1996


Series' Name Change

The name of the "Phoenix U.S. Stock Fund Series" has been changed to the
"Phoenix Aggressive Growth Fund Series" and all references to the former name of
such Series are revised accordingly.


Investment Objectives And Policies

The following replaces the description of the investment objectives and policies
of the Phoenix U.S. Stock Fund Series appearing on pages 18 and 19 of the
Prospectus:

        Phoenix Aggressive Growth Fund Series

        Appreciation of capital through the use of aggressive investment
        techniques is this Series' investment objective, and income will not
        generally be considered in the selection of investments. In seeking to
        achieve this objective, management may utilize the Series' ability to
        expand its investment through the permitted use of bank borrowings (see
        "Leverage").

        Under normal circumstances, the Aggressive Growth Series will invest at
        least 65% of the value of its total assets in common stock and preferred
        stock and securities convertible into common stock or other equity
        securities. Up to 10% of the Series' total net assets may be invested in
        foreign securities. The Aggressive Growth Series may also invest in debt
        securities which, in the judgment of the Adviser, offer opportunities
        for capital growth. When a temporary defensive position is deemed
        advisable, the Series may, without limit, invest in high- grade senior
        securities or U.S. Government securities or retain cash or cash
        equivalents. The Series may also engage in certain options transactions
        and enter into financial futures contracts and related options for
        hedging purposes. See "Investment Techniques and Related Risks".

        Since investments normally will consist primarily of securities believed
        by the Adviser to have substantial potential for capital growth, the
        assets of the Aggressive Growth Series may be considered to be subject
        to greater risks than those involved if the Series invested in
        securities that did not have growth characteristics. The Series is
        intended for investors who have the financial ability and investment
        experience to regard their shares as a long-term investment involving
        risks commensurate with the possibility of achieving substantial capital
        gains.


Investment Techniques

        Consistent with the discussion above, references contained in page 23 of
        the Prospectus and page 9 of the Statement of Additional Information
        pertaining to restrictions on the ability of the Aggressive Growth
        Series to utilize the investment technique of purchasing foreign
        securities has been eliminated.


Portfolio Managers

The following replaces the paragraph under "Growth Series" on page 24 of the
Prospectus:

        Mr. Van Harissis has served as portfolio manager of the Growth Series
        since March 1996, and as such is primarily responsible for the
        day-to-day management of the Series. He was a Senior Portfolio Manger
        from June 1990, to August 1995, at Howe & Rusling, Inc. and Assistant
        Vice President, Investment Management Services, Manufacturers & Traders
        Bank from July 1986, to June 1990.


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