SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PHOENIX SERIES FUND
(Name of Registrant as Specified in its Charter)
Thomas N. Steenburg, Esq.
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PHOENIX SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
----------------
Notice of Special Meeting of Shareholders
to be Held September 10, 1998
----------------
To the Shareholders:
A Special Meeting of Shareholders of Phoenix Series Fund ("the Trust")
will be held in the offices of the Trust, 101 Munson Street, Greenfield,
Massachusetts 01301, on September 10, 1998 at 10:00 a.m. for the following
purposes:
TO BE VOTED UPON ONLY BY SHAREHOLDERS OF AGGRESSIVE GROWTH FUND SERIES
To approve or not approve a Subadvisory Agreement in the form attached
to this Proxy Statement as Exhibit A between Phoenix Investment
Counsel, Inc. and Roger Engemann & Associates, Inc.;
The Board of Trustees has fixed July 14, 1998 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
Whether or not you plan to attend the meeting in person, please vote your
shares by completing, dating and signing the enclosed proxy and returning it
promptly in the postage paid return envelope enclosed for your use. Prompt
return of proxies by shareholders will save the Trust and shareholders the
costs associated with further solicitation. The enclosed proxy is being
solicited by the Board of Trustees of the Trust.
By Order of the Board of Trustees,
G. JEFFREY BOHNE, Secretary
Greenfield, Massachusetts
July 29, 1998
<PAGE>
PHOENIX SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
PROXY STATEMENT
A Special Meeting
of Shareholders to be Held on September 10, 1998
----------------
INTRODUCTION
The enclosed proxy is solicited by the Board of Trustees of Phoenix Series
Fund (the "Trust") for use at the Special Meeting of Shareholders to be held on
September 10, 1998, and at any adjournment(s) thereof. Shareholders of record
at the close of business on July 14, 1998 are entitled to notice of and to vote
at the meeting or any adjourned session. As of July 14, 1998, there were in the
aggregate, 16,625,851.7385, Class A shares of the Aggressive Growth Fund Series
(the "Fund") issued and outstanding and 1,042,593.548 Class B shares of the
Fund issued and outstanding, both Classes of par value of one dollar per share.
Each Class A and Class B shareholder of the Fund will be entitled to one vote
for each full share (and fractional vote corresponding to any fractional share)
registered in his/her name on the Trust's books on the record date and not
thereafter repurchased or redeemed by the Trust.
All shares represented by duly executed proxies will be voted in
accordance with the specification thereon. If a duly executed proxy does not
specify a choice between approval or disapproval of, or abstention with respect
to, any proposal, the shares represented by the proxy will be voted in favor of
the proposal. Any shareholder executing a proxy has the power to revoke it at
any time before it is exercised by executing and submitting to the Trust a
later-dated proxy or written notice of revocation or by attending the meeting
and voting in person.
In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix Investment Counsel, Inc., or its affiliates, the Trust's
investment adviser (the "Investment Adviser"), and persons employed for such
purpose may solicit proxies personally or by telephone or telegram. Banks,
brokers, fiduciaries and nominees will, upon request, be reimbursed for their
reasonable expenses in sending proxy material to beneficial owners of Fund
shares. The cost of solicitation of proxies will be borne by the Adviser.
In the event that sufficient votes in favor of any of the items set forth
in the attached Notice of the meeting are not received by the time scheduled
for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods of not more than sixty days
in the aggregate to permit further solicitation of proxies with respect to any
such matters. Any such adjournment(s) will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of such
matters. They will vote against such adjournment those proxies required to be
voted against any such matters.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about, July 29, 1998. A copy of the Trust's most recent
annual and semi-annual 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.
<PAGE>
Votes Required
The presence in person or by proxy of the holders of a majority of the
outstanding shares is required to constitute a quorum at the meeting. The
holders of each class of shares of the Fund will be voted together with respect
to all Proposals, with one vote per share of the Fund. As used in this Proxy
Statement, the term "a majority of the outstanding shares" means the lesser of
(i) 67% of the shares of the Fund present at the meeting at which more than 50%
of the outstanding shares are represented or (ii) more than 50% of the
outstanding shares of the Fund.
If a shareholder abstains from voting as to any matter, then the shares
held by such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such
matter. If a broker returns a "non-vote" proxy, indicating a lack of authority
to vote on such matter, then the shares covered by such non-vote shall be
deemed present at the meeting for purposes of determining a quorum but shall
not be deemed to be represented at the meeting for purposes of calculating the
vote with respect to such matter.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of October 31, 1997 with
respect to each person who owns of record or is known by the Trust to own of
record or beneficially own 5% or more of any class of the Trust's equity
securities.
<TABLE>
<CAPTION>
Name of Shareholder Name of Fund Number of shares Percent of Class
- --------------------------------- -------------------------------- ------------------ -----------------
<S> <C> <C> <C>
Trustees of Phoenix Savings and Aggressive Growth Fund Class A 877,591.291 6.18%
Investment Plan
100 Bright Meadow Blvd.
PO Box 1900
Enfield, CT 06083-1900
</TABLE>
At October 31, 1997, the Trustees and officers as a group owned less than
1% of the then outstanding shares of the Trust.
The Investment Adviser and the Investment Advisory Agreement
The Trust's investment adviser is Phoenix Investment Counsel, Inc. (the
"Investment Adviser" or "PIC"), 56 Prospect Street, Hartford, Connecticut
06115-0480. All of the outstanding shares of the Investment Adviser are owned
by Phoenix Equity Planning Corporation ("Equity Planning"). All of the
outstanding shares of Equity Planning are owned by Phoenix Investment Partners,
Ltd. formerly known as Phoenix Duff & Phelps Corporation ("PXP"). A majority of
the outstanding shares of PXP are owned by PM Holdings, Inc. ("Holdings"), a
wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company ("Phoenix
Home Life"). The principal offices of Phoenix Home Life and Holdings are
located at One American Row, Hartford, Connecticut 06102-5056. The principal
office of PXP is located at 56 Prospect Street, Hartford, Connecticut
06115-4080. The principal office of Equity Planning is located at 100 Bright
Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.
In addition to the Trust, the Investment Adviser also serves as investment
adviser to other funds having a similar investment objective including one or
more funds of the following: The Phoenix Edge Series Fund, Phoenix Strategic
Equity Series Fund, Phoenix Multi-Portfolio Fund, Phoenix Duff & Phelps
Institutional Mutual Funds, Phoenix Equity Series Fund, Phoenix Investment
Trust 97, and as subadviser to SunAmerica Series Trust.
As compensation for its services for such other funds having a similar
investment objective, the Adviser is entitled to a fee at an annual rate of the
average of the aggregate daily net asset value of such fund, payable monthly.
The size of the funds as of March 31, 1998 and fee rates are as follows:
2
<PAGE>
PHOENIX INVESTMENT COUNSEL, INC.
<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First Next Excess Over
Fund (Millions) $250,000,000 $250,000,000 $500,000,000
- ----------------------------------------- --------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
The Phoenix Edge Series Fund
Growth Series $ 1,663.4 0.70% 0.65% 0.60%
Strategic Theme Series $ 55.8 0.75% 0.70% 0.65%
Phoenix Growth and Income Series $ 3.6 0.70% 0.65% 0.60%
Phoenix Value Equity Series $ 2.4 0.70% 0.65% 0.60%
Rate for Rate for Rate for
Size of Fund First $1 Next Excess Over
Fund (Millions) Billion $1 Billion $2 Billion
- ----------------------------------------- ---------- ------------ ------------ -----------
The Phoenix Strategic Equity Series Fund
Phoenix Strategic Theme Fund $ 162.2 0.75% 0.70% 0.65%
Phoenix Equity Opportunities Fund $ 197.9 0.70% 0.65% 0.60%
Phoenix Small Cap Fund $ 348.0 0.75% 0.70% 0.65%
Phoenix Multi-Portfolio Fund
Phoenix Mid-Cap Portfolio $ 363.0 0.75% 0.70% 0.65%
Phoenix Equity Series Fund
Phoenix Growth and Income Fund $ 41.2 0.75% 0.70% 0.65%
Phoenix Investment Trust 97
Phoenix Value Equity Fund $ 19.0 0.75% 0.70% 0.65%
Phoenix Small Cap Value Fund $ 21.8 0.90% 0.85% 0.80%
Rate for Rate for
Size of Fund First $1 Excess Over
Fund (Millions) Billion $1 Billion
- ----------------------------------------- ---------- ------------ ------------
Phoenix Duff & Phelps Institutional
Mutual Funds
Phoenix Duff & Phelps Institutional
Growth Stock Portfolio $ 68.6 0.60% 0.55%
</TABLE>
<TABLE>
<CAPTION>
Rate for Rate for Rate for Rate for Rate Per
Size of Fund First $50 Next $100 Next $150 Next $200 Annum
Fund (Millions) Million Million Million Million Thereafter
- ------------------------ -------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
SunAmerica Series Trust
Balanced $ 111.2 0.35% 0.30% 0.25% 0.20% 0.15%
Growth $ 235.3 0.35% 0.30% 0.25% 0.20% 0.15%
</TABLE>
Note: The Adviser has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract.
3
<PAGE>
The directors of the Investment Adviser are Michael E. Haylon, Philip R.
McLoughlin and William R. Moyer. The address of these Directors is 56 Prospect
Street, Hartford, CT 06115-0480. The principal occupation of each director is
that of an executive officer of PXP. Messrs. Haylon and McLoughlin are
Directors of PXP. Mr. McLoughlin also serves as a Director of Phoenix Home
Life.
Michael E. Haylon, an officer of the Trust, is President and a director of
the Investment Adviser. Philip R. McLoughlin, Trustee and President of the
Trust, is a Director and Chairman of the Investment Adviser. William R. Moyer,
Vice President of the Trust, is Senior Vice President, Chief Financial Officer
and Treasurer of the Investment Adviser. J. Roger Engemann, James E. Mair, and
John S. Tilson, Senior Vice Presidents of the Trust, are also presently
officers of the Investment Adviser. William E. Keen, III and Leonard J. Saltiel
Vice Presidents of the Trust, are also officers of the Investment Adviser.
Michael E. Haylon, Philip R. McLoughlin and William R. Moyer are Directors
of Equity Planning, the Investment Adviser's parent company, which serves as
national distributor of the Trust's shares. For the fiscal years ended October
31, 1995, 1996 and 1997, Equity Planning's gross commissions on sales of Fund
shares totaled $137,042, $372,219 and $292,751, respectively. Of these gross
selling commissions, $15,290, $53,014 and $82,669, respectively, were paid to
Equity Planning as dealer. Equity Planning also acts as financial agent of the
Fund. For services in this capacity during the fiscal years ended October 31,
1995, 1996 and 1997, Equity Planning received fees of $45,124, $65,890 and
$113,461, respectively.
The Advisory Agreement
On August 25, 1993 the Board of Trustees approved the current investment
advisory agreement and on November 22, 1993, the shareholders of each fund of
the Trust approved the Investment Advisory Agreement ("Advisory Agreement").
The terms and conditions of the Advisory Agreement have been approved annually
by the Trustees.
The Investment Advisory Agreement between the Trust and the Investment
Adviser (the "Advisory Agreement") provides that the Investment Adviser will
serve as investment adviser to the Trust and to each series of the Trust
("Series") established and designated by the Trustees which, at October 31,
1997, were Phoenix Growth Fund Series, Phoenix Aggressive Growth Fund Series,
Phoenix Convertible Fund Series, Phoenix High Yield Fund Series, Phoenix
Balanced Fund Series, Phoenix U.S. Government Securities Fund Series and
Phoenix Money Market Fund Series.
The Advisory Agreement provides that the Investment Adviser shall furnish
continuously an investment program for each Series and any additional Series
which becomes subject to the terms and conditions of the particular Advisory
Agreement, and shall manage the investment and reinvestment of the assets of
each such Series subject at all times to the supervision of the Trustees. The
Investment Adviser, at its expense, also furnishes to the Trust adequate office
space and facilities and certain administrative services, including the
services of any member of its staff who serves as an officer of the Trust. All
costs and expenses (other than those specifically referred to as being borne by
the Investment Adviser) incurred in the operation of the Trust are borne by the
Trust. Such expenses include, but are not limited to, all expenses incurred in
the operation of the Trust and any public offering of its shares, including,
among others, interest, taxes, brokerage fees and commissions, fees of Trustees
who are not full-time employees of the Investment Adviser or any of its
affiliates, expenses of Trustees' and shareholders' meetings, including the
cost of printing and mailing proxies, expenses of insurance premiums for
fidelity and other coverage, expenses of repurchase and redemption of shares,
expenses of issue and sale of shares (to the extent not borne by the national
distributor under its agreement with the Trust), expenses of printing and
mailing stock certificates representing shares of the Trust, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, bookkeeping, auditing and legal expenses. The
4
<PAGE>
Trust will also pay the fees and bear the expense of registering and
maintaining the registration of the Trust and its shares with the Securities
and Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to existing shareholders. Additionally, if authorized by the Trustees,
the Trust will pay for extraordinary expenses and expenses of a non-recurring
nature which may include, but not be limited to, the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Trust is a party.
Each Series will pay expenses incurred in its own operation and will also
pay a portion of the Trust's general administration expenses allocated on the
basis of the asset values of the respective Series.
Under its Advisory Agreement with the Trust, the Investment Adviser has
agreed to reimburse the Trust monthly for the amount, if any, by which the
total operating and management expenses of any Series (including the Investment
Adviser's compensation, but excluding interest, taxes, brokerage fees and
commissions, and extraordinary expenses) for any fiscal year exceed the level
of expenses which such Series is permitted to bear under the most restrictive
expense limitation imposed (and not waived) on open-end investment companies by
any state in which shares of such Series are then qualified for sale.
Under its Advisory Agreement with the Trust, the Investment Adviser is
entitled to a fee payable within five days after the end of each month, based
on an annual percentage rate of the average of the aggregate daily net asset
value of the Aggressive Growth Fund Series as follows: for the first $1 billion
in assets, 0.70; for the next $1 billion in assets, 0.65; and for assets over
$2 billion, 0.60%. The amounts payable to the Investment Adviser shall be based
upon the average of the values of the net assets of the Fund at the close of
business each day, computed in accordance with the method set forth in the
Trust's Declaration of Trust. For services to the Fund during the fiscal years
ended October 31, 1995, 1996, and 1997, the Investment Adviser received fees of
$1,052,902, $1,537,430 and $1,735,384 respectively.
The Advisory Agreement provides that the Investment Adviser shall not be
liable to the Trust or to any shareholder of the Trust for any error of
judgment or mistake of law or for any loss suffered by the Trust or by any
shareholder of the Trust in connection with the matters to which the Advisory
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of the Investment Adviser in
the performance of its duties thereunder.
The Advisory Agreement continues in force from year to year if approved by
vote of a majority of the outstanding voting securities of such Series or by
vote of a majority of the Trustees, including the vote of a majority of
Trustees who are not parties to the Advisory Agreement or "interested persons"
(as that term is defined in the 1940 Act) of any such party cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically upon its assignment (within the meaning
of said 1940 Act) and may be terminated at any time, without payment of any
penalty, either by the Trustees, or, as to each Series, by a vote of a majority
of the outstanding voting securities of such Series or by the Investment
Adviser upon sixty (60) days' written notice to the Trust.
Portfolio Transactions and Brokerage
For the fiscal years ended October 31, 1995, 1996 and 1997, brokerage
commissions paid by the Aggressive Growth Fund Series on portfolio transactions
totaled $708,211, $947,414 and $1,482,062 respectively. None of such
commissions was paid to a broker who was an affiliated person of the Fund or an
affiliated person of such a person or, to the knowledge of the Fund, to a
broker an affiliated person of which was an affiliated person of the Fund, its
adviser or its underwriter.
Certain Transactions
Philip R. McLoughlin, Calvin J. Pedersen and James M. Oates are Trustees
of the Trust and are also directors of PXP, an intermediate parent of the
Trust's investment adviser, PIC. Michael E. Haylon is an executive officer of
the Trust
5
<PAGE>
and also a director of PXP. Messrs. Haylon and McLoughlin are also executive
officers of PXP. Mr. Francis E. Jeffries is a Trustee of the Trust and also a
shareholder of PXP. By virtue of these individuals' relationships with the Trust
and with PXP, under the proxy rules they are deemed to have a material interest
in the Trust's investment advisory contract. Pursuant to the investment advisory
contract between PIC and the Trust, PIC received $34.4 million in fees from the
Trust in 1997.
PROPOSALS
PROPOSAL NO. 1
(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF
AGGRESSIVE GROWTH FUND SERIES)
TO APPROVE OR NOT APPROVE A SUBADVISORY AGREEMENT BETWEEN
PHOENIX INVESTMENT COUNSEL, INC. AND ROGER ENGEMANN & ASSOCIATES, INC.
At a meeting of the Executive Committee (the "Committee") on November 18,
1997, the Committee approved and recommended to the Board of Trustees that it
approve a Subadvisory Agreement between the Investment Adviser and Roger
Engemann & Associates, Inc. ("Engemann & Associates") pursuant to which
Engemann & Associates would serve as subadvisor for the assets of the
Aggressive Growth Fund Series (attached as Exhibit A hereto). At a meeting of
the Board of Trustees on November 19, 1997, at which there was present and
voting in person a majority of the Trustees who are not parties to the
Subadvisory Agreement or interested persons of any such party, the Trustees
unanimously approved the Subadvisory Agreement ("Proposed Agreement").
At a meeting of Board of Trustees held on June 25, 1998, the Trustees
determined that it was in the best interests of the Aggressive Growth Fund
Series and its shareholders to enter into a subadvisory agreement immediately
on a short term basis while shareholders review the longer-term appointment of
the Subadviser. Accordingly, PIC has entered into a subadvisory agreement with
Engemann & Associates (the "Interim Agreement"), effective June 26, 1998, in
the form that is the subject of this Proposal. The Interim Agreement will
remain in effect until the sooner of shareholder approval of the Engemann &
Associates Subadvisory Agreement or October 31, 1998.
While shareholder approval would ordinarily be required for a subadvisory
agreement, it has been determined that such approval is not necessary as a
matter of law in this instance since the Adviser and Subadviser are under
common control. However, since the investment operations of the Adviser and
Subadviser are not related on a day-to-day basis, the Trustees have voted to
submit the proposed Engemann & Associates Subadvisory Agreement for shareholder
approval.
Pursuant to the foregoing authority and the terms of the Subadvisory
Agreement, PIC will delegate the performance of certain investment services
under the Investment Advisory Agreement to Engemann & Associates, including
implementation of the Fund's investment program. Engemann & Associates will
furnish at its own expense the office facilities and personnel necessary to
perform these services.
Engemann & Associates are authorized under the Subadvisory Agreement to
select brokers and dealers to execute Fund transactions and to select the
markets in which transactions will be executed. Engemann & Associates are also
authorized under the Subadvisory Agreement to execute Fund transactions with
brokers or dealers that are "affiliated persons" (as defined in the 1940 Act)
of the Trust, PIC or Engemann & Associates with the prior written approval of
the Trust.
6
<PAGE>
Under the Subadvisory Agreement, Engemann & Associates are not liable for
actions taken in its best professional judgment, in good faith and believed by
it to be authorized, provided such actions are not in breach of the Funds'
investment objectives, policies and restrictions or the result of willful
misfeasance, bad faith, gross negligence or breach of duty or obligations.
The Subadvisory Agreement will become effective upon its approval by
shareholders and will continue in effect thereafter only so long as its
continuance has been specifically approved at least annually by the Trustees in
accordance with Section 15(a) of the Investment Company Act, and by the
majority vote of the disinterested Trustees in accordance with the requirements
of Section 15(c) thereof.
Under the proposed Subadvisory Agreement, the following fees, based on the
following annual rates as a percentage of the average aggregate daily net asset
values the Fund, would be paid to the Subadviser:
<TABLE>
<CAPTION>
Rates
------------------------------------------------------
Up to $262,000,000 $1-2 $2+
Fund $262,000,000 to 1 Billion Billion Billion
- ------------------------------- -------------- -------------- --------- --------
<S> <C> <C> <C> <C>
Aggressive Growth Fund Series .20% .35% .325% .30%
</TABLE>
At its November, 1997 meetings the Executive Committee and the full Board
of Trustees heard presentations by representatives of the Adviser regarding
personnel changes, including the departure of the Fund's former portfolio
manager, that prompted the Adviser to consider alternative means to manage the
Fund. As a result of the Adviser's parent's acquisition of Engemann &
Associates and the management by Engemann of various equity mutual funds,
including a Small and Mid-Cap growth fund with investment objectives similar to
those of the Fund, and the exceptional performance of that fund, Adviser's
management recommended that Engemann & Associates be retained to provide the
investment program for the Fund. The Adviser would continue its traditional
role of overseeing operations of the Fund, providing compliance, proxy,
corporate governance, registration statement and other similar services, and
would also oversee the investment management performance of the Fund. The Board
considered that there would be no fee increase to the Fund or its shareholders
as a result of the appointment of the Subadviser, and further considered the
services to be rendered by each of the Adviser and Subadviser under the
proposed arrangement. The Board concluded that the sharing of responsibility
and fees would be fair, and that the demonstrated experience and capability of
Engemann & Associates would provide appropriate expertise in the management of
an investment program for the Fund.
Information about Robert Engemann & Associates, Inc.
Engemann & Associates is registered as an investment adviser under the
Investment Advisers Act of 1940. Its directors and principal executive officers
and their principal occupations are listed below. Unless otherwise indicated,
the address of each director and officer is Robert Engemann & Associates, Inc.,
600 North Rosemead Boulevard, Pasadena, California 91107-2101.
7
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation
- ------------------ ---------------------------------------------------------------------------------------
<S> <C>
Roger Engemann President of Roger Engemann & Associates, Inc. since 1972. President and a Director of
Pasadena Capital Corporation.
James E. Mair Executive Vice President, Portfolio Manager and Securities Analyst with Roger Engemann
& Associates, Inc. since 1983. Officer and a Director of Pasadena Capital Corporation.
John S. Tilson Executive Vice President, Portfolio Manager and Securities Analyst with Roger Engemann
& Associates, Inc. since 1983. Officer and a Director of Pasadena Capital Corporation.
Malcolm Axon Chief Financial Officer and Secretary of Roger Engemann Management Company, Inc.
since 1993 and Chief Financial Officer and Secretary of Roger Engemann & Associates,
Inc. and Pasadena Capital Corporation since 1995.
Paul R. LeCompte Senior Vice President of Roger Engemann & Associates, Inc. since 1995. Vice President
of Roger Engemann & Associates, Inc. from March, 1993 to November, 1995. Vice
President of Roger Engemann Management Co., Inc. from March, 1995 to present.
President and Chief Executive Officer of Pasadena National Trust Company from October,
1994 to present. He was also Vice President from August 1993 to October 1994.
</TABLE>
Engemann & Associates is a wholly-owned subsidiary of Pasadena Capital
Corporation. The directors and executive officers of Pasadena Capital
Corporation and their principal occupations are listed below. As noted, three
of the nine directors are directors and/or executive officers of PXP. In
addition, Mr. McLoughlin is a Trustee and is President, and Mr. Steenburg is
Assistant Secretary of the Fund. The address of each director who is an officer
of Engemann & Associates is 600 North Rosemead Boulevard, Pasadena, California.
Mr. Stolper's address is 525 "B" Street, Suite 1080, San Diego, California. The
address of each of Messrs. McLoughlin, Moyer and Steenburg is 56 Prospect
Street, Hartford, Connecticut.
<TABLE>
<CAPTION>
Name Principal Occupation
- ---------------------- -----------------------------------------------------------------------------------------
<S> <C>
Roger Engemann President of the Roger Engemann & Associates, Inc. since 1972. President and a Director
of Pasadena Capital Corporation.
James E. Mair Executive Vice President, Portfolio Manager and Securities Analyst with Roger
Engemann & Associates, Inc. since 1983. Officer and a Director of Pasadena Capital
Corporation.
John S. Tilson Executive Vice President, Portfolio Manager and Securities Analyst with Roger
Engemann & Associates, Inc. since 1983. Officer and a Director of Pasadena Capital
Corporation.
Malcolm Axon Chief Financial Officer and Secretary of Roger Engemann Management Company, Inc.
since 1993 and Chief Financial Officer and Secretary of Roger Engemann & Associates,
Inc. and Pasadena Capital Corporation since 1995.
Paul R. LeCompte Senior Vice President of Roger Engemann & Associates, Inc. since 1995. Vice President
of Roger Engemann & Associates, Inc. from March, 1993 to November, 1995. Vice
President of Roger Engemann Management Co., Inc. from March, 1995 to present.
President and Chief Executive Officer of Pasadena National Trust Company from October,
1994 to present. He was also Vice President from August 1993 to October 1994.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation
- ---------------------- -----------------------------------------------------------------------------------------
<S> <C>
Michael Stolper President of Stolper and Company, Inc. , an investment adviser and broker-dealer since
1975. Director of Pasadena Capital Corporation since February 1994.
Philip R. McLoughlin Chairman of the Board (since May 1997) and Chief Executive Officer (since 1995) of PXP.
Director of Phoenix Home Life since February 1994 and Executive Vice President--
Investment of Phoenix Home Life since December 1988. Director and President of
PEPCO, Director and Chairman of PIC and Chairman and Chief Executive Officer of
National Securities & Research Corporation. Director of Duff & Phelps Utilities Tax-Free
Income, Inc. and Duff & Phelps Utility and Corporation Bond Trust Inc., President and
Director or Trustee of the Phoenix Funds, Phoenix Duff & Phelps Institutional Mutual
Funds and Phoenix-Aberdeen Series Fund. Director and Vice President of PM Holdings.
Director of Phoenix Charter Oak Trust Company and World Trust Fund, a Luxembourg
closed-end fund.
William R. Moyer Senior Vice President and Chief Financial Officer of PXP since 1995. Chief Financial
Officer and a Senior Vice President of PEPCO, National Securities & Research
Corporation ("NSRC"), Duff & Phelps Investment Management Co. and PIC. Treasurer
of NSRC and PIC. Vice President of the Phoenix Funds, Phoenix-Aberdeen Series Fund
and the Duff & Phelps Institutional Mutual Funds.
Thomas N. Steenburg Vice President, Counsel & Assistant Secretary of Roger Engemann & Associates, Inc.
since March, 1998. Vice President, Secretary, and Counsel since 1995 of PXP. Vice
President and Counsel since 1996 and Secretary since 1995 of Phoenix Investment
Counsel, Inc., National Securities & Research Corporation, and Phoenix Equity Planning
Corporation. Vice President, Counsel and Secretary since 1996 of Duff & Phelps
Investment Management Co. Secretary since 1995 of Duff & Phelps Utilities Tax-Free
Income, Inc. and Duff & Phelps Utility and Corporate Bond Trust, Inc.
</TABLE>
Phoenix Investment Partners, Ltd acquired all of the outstanding stock of
Pasadena Capital Corporation through a merger of a Phoenix subsidiary, Phoenix
Apollo Corp. with and into Pasadena Capital Corporation on September 3, 1997.
Engemann & Associates acts as adviser or subadviser to several other
mutual funds with similar objectives. As compensation for its services for such
other mutual funds, Engemann & Associates is entitled to a fee at an annual
rate of the average of the aggregate daily net asset value of such fund,
payable monthly. The size of the funds as of March 31, 1998 and fee rates are
as follows:
<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First Next Excess Over
Fund (millions) $50,000,000 $450,000,000 $500,000,000
- ----------------------------------------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
The Phoenix-Engemann Funds
Phoenix-Engemann Growth Fund $ 506.7 0.90% 0.80% 0.70%
Phoenix-Engemann Nifty Fifty Fund $ 326.7 0.90% 0.80% 0.70%
Phoenix-Engemann Value 25 Fund $ 40.6 0.90% 0.80% 0.70%
Phoenix-Engemann Small & Mid-Cap Growth Fund $ 76.1 1.00% 0.90% 0.80%
</TABLE>
Note: Engemann & Associates has not waived, reduced, or otherwise agreed to
reduce its compensation under any applicable investment management
contract.
9
<PAGE>
RECOMMENDATION
The Trustees have concluded, after review of relevant information, that
the proposed subadvisory services are reasonably worth the full amount of the
fee payable under the proposed Subadvisory Agreement and that the terms of the
Agreement are fair and reasonable. Accordingly, the Board of Trustees
(including a majority of the Trustees who are not parties to the Agreement or
interested persons of any such party) recommends that the shareholders of the
Aggressive Growth Fund Series vote to approve the proposed Subadvisory
Agreement.
Voting Requirements
The Trustees recommend that the shareholders approve the Proposed
Agreement. Approval of the Agreement is to be determined by the vote of a
majority of the outstanding shares of the Fund, voting as a separate class. A
majority is constituted by the lessor of: (a) 67% or more of the voting
securities present at such meeting, if the holders of more than 50% of the
outstanding voting securities of such Fund are present or represented by proxy;
or (b) more than 50% of the outstanding voting securities of such Fund. If the
Subadvisory Agreement is not approved by the shareholders of the Fund, the
Investment Adviser will continue to serve as investment adviser to such Fund
under the terms of the current Advisory Agreement for the period of time pending
approval of the Proposal Agreement (not to exceed one hundred and twenty days)
or a different investment advisory agreement with the Investment Adviser or an
investment advisory agreement with another investment adviser.
THE TRUSTEES RECOMMEND A VOTE "FOR" THE APPROVAL OF
THE PROPOSED SUBADVISORY AGREEMENT
As of the date of this Proxy Statement, Trust's management knows of no
other matters to be brought before this meeting. However, if any other matters
properly come before this meeting, the persons named in the enclosed proxy will
vote in accordance with their judgment on such matters.
PROPOSALS FOR NEXT MEETING OF SHAREHOLDERS
The next meeting of shareholders is scheduled to be held in 1999.
Proposals by any shareholder of the Trust which are intended to be presented at
the meeting must be received by the Trust for inclusion in its proxy statement
and form of proxy relating to such meeting on or before April 1, 1999.
By Order of the Board of Trustees,
G. JEFFREY BOHNE, Secretary
Greenfield, Massachusetts
July 29, 1998
10
<PAGE>
EXHIBIT A
PHOENIX SERIES FUND
SUBADVISORY AGREEMENT
---------------------
June 26, 1998
Roger Engemann & Associates, Inc.
600 North Rosemead Boulevard
Pasadena, California 91107-2101
RE: Subadvisory Agreement
Gentlemen:
Phoenix Series Fund (the "Trust") is a diversified open-end investment company
of the series type registered under the Investment Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder. The
shares of the Trust are offered or may be offered in several series, including
the Phoenix Aggressive Growth Fund Series (hereafter referred to as the
"Series").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends
series advisers for the Series and is responsible for the day-to-day management
of the Series.
1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Roger Engemann & Associates, Inc. (the "Subadviser") as a
subadviser to invest and reinvest the assets of the Series on the terms and
conditions set forth herein. The services of the Subadviser hereunder are
not to be deemed exclusive; the Subadviser may render services to others
and engage in other activities which do not conflict in any material manner
in the Subadviser's performance hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser accepts
its employment as a subadviser to the Adviser and agrees to use its best
professional judgment to make investment decisions for the Series in
accordance with the provisions of this Agreement.
3. Services of Subadviser. The Subadviser shall provide the services set forth
herein and in Schedule A attached hereto and made a part hereof. In
providing management services to the Series, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust as they apply to the Series and as set forth in the Trust's then
current Prospectus and Statement of Additional Information (as the same may
be modified from time to time), and to the Trust's Agreement and
Declaration of Trust and By-Laws, to the investment and other restrictions
set forth in the Act, the Securities Act of 1933 and the Internal Revenue
Code and the rules and regulations thereunder, and to the supervision and
control of the Trustees of the Trust (the "Trustees"). The Subadviser shall
not, without the Adviser's prior approval, effect any transactions which
would cause the Series at the time of the transaction to be out of
compliance with any of such restrictions or policies.
4. Expenses. The Subadviser shall furnish at its own expense, or pay the
expenses of the Adviser, for the following:
(a) Office facilities, including office space, furniture and equipment
utilized by its employees, in the fulfillment of Subadviser's
responsibilities hereunder;
(b) Personnel necessary to perform the functions required to manage the
investment and reinvestment of each Series' assets (including those
required for research, statistical and investment work), and to fulfill
the other functions of the Subadviser hereunder;
<PAGE>
(c) Personnel to serve without salaries for the Trust as officers or agents
of the Trust. The Subadviser need not provide personnel to perform, or pay
the expenses of the Adviser for, services customarily performed for an
open-end management investment company by its national distributor,
custodian, financial agent, transfer agent, auditors and legal counsel;
and
(d) Compensation and expenses, if any, of the Trustees who are also full-time
employees of the Subadviser.
5. Transaction Procedures. All transactions for the Series will be consummated
by payment to, or delivery by, the Custodian(s) from time to time
designated by the Trust (the "Custodian"), or such depositories or agents
as may be designated by the Custodian pursuant to its agreement with the
Trust (the "Custodian Agreement"), of all cash and/or securities due to or
from the Series. The Subadviser shall not have possession or custody of
such cash and/or securities or any responsibility or liability with respect
to such custody. The Subadviser shall advise the Custodian and confirm in
writing to the Trust all investment orders for the Series placed by it with
brokers and dealers at the time and in the manner set forth in the
Custodian Agreement and in Schedule B hereto (as amended from time to
time). The Trust shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction initiated
by the Subadviser. The Trust shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees, and, upon
giving proper instructions to the Custodian, the Subadviser shall have no
responsibility or liability with respect to custodial arrangements or the
acts, omissions or other conduct of the Custodian.
6. Allocation of Brokerage. The Subadviser shall have authority and discretion
to select brokers and dealers to execute Series transactions initiated by
the Subadviser, and to select the markets on or in which the transactions
will be executed.
A. In placing orders for the sale and purchase of Series securities for the
Trust, the Subadviser's primary responsibility shall be to seek the best
execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive bids
for each transaction or to seek the lowest available commission cost to the
Trust, so long as the Subadviser reasonably believes that the broker or
dealer selected by it can be expected to obtain "best execution" on the
particular transaction and determines in good faith that the commission cost
is reasonable in relation to the value of the brokerage and research
services (as defined in Section 28(e)(3) of the Securities Exchange Act of
1934) provided by such broker or dealer to the Subadviser, viewed in terms
of either that particular transaction or of the Subadviser's overall
responsibilities with respect to its clients, including the Trust, as to
which the Subadviser exercises investment discretion, notwithstanding that
the Trust may not be the direct or exclusive beneficiary of any such
services or that another broker may be willing to charge the Trust a lower
commission on the particular transaction.
B. Subject to the requirements of paragraph A above, the Adviser shall have
the right to require that transactions giving rise to brokerage commissions,
in an amount to be agreed upon by the Adviser and the Subadviser, shall be
executed by brokers and dealers that provide brokerage or research services
to the Trust or that will be of value to the Trust in the management of its
assets, which services and relationship may, but need not, be of direct or
exclusive benefit to the Series. In addition, subject to paragraph A above,
the applicable Conduct Rules of the National Association of Securities
Dealers, Inc. and other applicable law, the Trust shall have the right to
request that transactions be executed by brokers and dealers by or through
whom sales of shares of the Trust are made.
C. The Subadviser shall not execute any transactions for the Series with a
broker or dealer that is an "affiliated person" (as defined in the Act) of
the Trust, the Subadviser or the Adviser without the prior written approval
of the Trust.
2
<PAGE>
7. Fees for Services. The compensation of the Subadviser for its services under
this Agreement shall be calculated and paid by the Adviser in accordance
with the attached Schedule C. Pursuant to the Investment Advisory Agreement
between the Trust and the Adviser, the Adviser is solely responsible for
the payment of fees to the Subadviser.
8. Limitation of Liability. The Subadviser shall not be liable for any action
taken, omitted or suffered to be taken by it in its best professional
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with specific directions or instructions from the Trust,
provided, however, that such acts or omissions shall not have constituted a
breach of the investment objectives, policies and restrictions applicable
to the Series and that such acts or omissions shall not have resulted from
the Subadviser's willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and applicable to the
Subadviser in its actions under this Agreement or a breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall
not be construed to protect the Subadviser from liability under the Act,
other federal or state securities laws or common law).
9. Confidentiality. Subject to the duty of the Subadviser to comply with
applicable law, including any demand of any regulatory or taxing authority
having jurisdiction, the parties hereto shall treat as confidential all
information pertaining to the Series and the actions of the Subadviser and
the Trust in respect thereof.
10. Assignment. This Agreement shall terminate automatically in the event of
its assignment, as that term is defined in Section 2(a)(4) of the Act. The
Subadviser shall notify the Adviser in writing sufficiently in advance of
any proposed change of control, as defined in Section 2(a)(9) of the Act,
as will enable the Adviser to consider whether an assignment as defined in
Section 2(a)(4) of the Act will occur and to take the steps it deems
necessary.
11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:
A. It is registered as an "investment adviser" under the Investment Advisers
Act of 1940 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of the Trust, in
the manner required or permitted by the Act and the Rules thereunder, the
records identified in Schedule D (as amended from time to time). The
Subadviser agrees that such records are the property of the Trust, and will
be surrendered to the Trust or to the Adviser as agent of the Trust promptly
upon request of either.
C. It has a written code of ethics complying with the requirements of Rule
17j-l under the Act and will provide the Adviser with a copy of the code of
ethics and evidence of its adoption. Subadviser acknowledges receipt of the
written code of ethics adopted by and on behalf of the Trust (the "Code of
Ethics"). Within 10 days of the end of each calendar quarter while this
Agreement is in effect, a duly authorized compliance officer of the
Subadviser shall certify to the Trust and to the Adviser that the Subadviser
has complied with the requirements of Rule 17j-l during the previous
calendar quarter and that there has been no violation of its code of ethics,
or the Code of Ethics, or if such a violation has occurred, that appropriate
action was taken in response to such violation. The Subadviser shall permit
the Trust and Adviser to examine the reports required to be made by the
Subadviser under Rule 17j-l(c)(1) and this subparagraph.
D. Reference is hereby made to the Declaration of Trust dated July 28, 1980,
establishing the Trust, a copy of which has been filed with the Secretary of
the Commonwealth of Massachusetts and elsewhere as required by law, and to
any and all amendments thereto so filed or hereafter filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere as required by
law. The name Phoenix Series Fund refers to the Trustees under said
Declaration of Trust, as Trustees and not personally, and no Trustee,
shareholder, officer, agent or employee of the Trust shall be held to any
personal liability in connection with the affairs of the Trust; only the
trust estate under said Declaration of Trust is liable. Without limiting
3
<PAGE>
the generality of the foregoing, neither the Subadviser nor any of its
officers, directors, partners, shareholders or employees shall, under any
circumstances, have recourse or cause or willingly permit recourse to be had
directly or indirectly to any personal, statutory, or other liability of any
shareholder, Trustee, officer, agent or employee of the Trust or of any
successor of the Trust, whether such liability now exists or is hereafter
incurred for claims against the trust estate.
12. Amendment. This Agreement may be amended at any time, but only by written
agreement among the Subadviser, and the Adviser, which amendment, other
than amendments to Schedules B and D, is subject to the approval of the
Trustees and the Shareholders of the Trust as and to the extent required
by the Act.
13. Effective Date; Term. This Agreement shall become effective on the date set
forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and effect
until October 31, 1998, and thereafter only so long as its continuance has
been specifically approved at least annually by the Trustees in accordance
with Section 15(a) of the Act, and by the majority vote of the
disinterested Trustees in accordance with the requirements of Section
15(c) thereof.
14. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the event
of a breach of any provision thereof by a party so notified, or otherwise,
upon sixty (60) days' written notice to the other parties, but any such
termination shall not affect the status, obligations or liabilities of any
party hereto to the other parties.
15. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the
Commonwealth of Massachusetts.
16. Severability. If any term or condition of this Agreement shall be invalid
or unenforceable to any extent or in any application, then the remainder
of this Agreement shall not be affected thereby, and each and every term
and condition of this Agreement shall be valid and enforced to the fullest
extent permitted by law.
PHOENIX INVESTMENT COUNSEL, INC.
By:
------------------------------
Michael E. Haylon
President
ACCEPTED:
ROGER ENGEMANN & ASSOCIATES, INC.
By: ------------------------------
Name:
Title:
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements
4
<PAGE>
SCHEDULE A
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Series
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Series consistent with its investment
objectives based upon the development, review and adjustment of buy/sell
strategies approved from time to time by the Board of Trustees and
Adviser;
(b) Implementation of the investment program for the Series based upon the
foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the Adviser,
with respect to: i) compliance with the Code of Ethics and the
Subadviser's code of ethics; ii) compliance with procedures adopted from
time to time by the Trustees of the Trust relative to securities
eligible for resale under Rule 144A under the Securities Act of 1933, as
amended; iii) diversification of Series assets in accordance with the
then prevailing prospectus and statement of additional information
pertaining to the Series and governing laws; iv) compliance with
governing restrictions relating to the fair valuation of securities for
which market quotations are not readily available or considered
"illiquid" for the purposes of complying with the Series limitation on
acquisition of illiquid securities; v) any and all other reports
reasonably requested in accordance with or described in this Agreement;
and, vi) the implementation of the Series investment program, including,
without limitation, analysis of Series performance;
(d) Attendance by appropriate representatives of the Subadviser at meetings
requested by the Adviser or Trustees at such time(s) and location(s) as
reasonably requested by the Adviser or Trustees; and
(e) Participation, overall assistance and support in marketing the Series,
including, without limitation, meetings with pension fund
representatives, broker/dealers who have a sales agreement with Phoenix
Equity Planning Corporation, and other parties requested by the Adviser.
<PAGE>
SCHEDULE B
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow
of information to be supplied to State Street Bank and Trust Company (the
"Custodian"), the custodian for the Trust.
The Subadviser must furnish the Custodian with daily information as to
executed trades, or, if no trades are executed, with a report to that effect,
no later than 5 p.m. (Eastern Standard time) on the day of the trade
(confirmation received from broker). The necessary information can be sent via
facsimile machine to the Custodian. Information provided to the Custodian shall
include the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Trust, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Trust. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report.
This will normally be done by telex so that the Subadviser will know the amount
available for investment purposes.
<PAGE>
SCHEDULE C
SUBADVISORY FEE
For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.20% of the average daily net
assets of the Aggressive Growth Fund up to $262 million, 0.35% of such value
between $262 million and $1 billion, 0.325% of such value between $1 billion
and $2 billion, and 0.30% of such value in excess of $2 billion. The fees shall
be prorated for any month during which this agreement is in effect for only a
portion of the month. In computing the fee to be paid to the Subadviser, the
net asset value of the Trust and each Series shall be valued as set forth in
the then current registration statement of the Trust.
<PAGE>
SCHEDULE D
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series
purchases and sales, given by the Subadviser on behalf of the Trust for, or
in connection with, the purchase or sale of securities, whether executed or
unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modifications or
cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Trust.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of
series securities to named broker or dealers was effected, and the division
of brokerage commissions or other compensation on such purchase and sale
orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Trust,
(b) The Adviser (Phoenix Investment Counsel, Inc.)
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of
the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The name of the person responsible for making the determination of such
allocation and such division of brokerage commissions or other
compensation.
3. (Rule 3la-(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of series securities. Where an authorization is made by a
committee or group, a record shall be kept of the names of its members who
participate in the authorization. There shall be retained as part of this
record: any memorandum, recommendation or instruction supporting or
authorizing the purchase or sale of series securities and such other
information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
be maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Subadviser's
transactions for the Trust.
- --------------------
* Such information might inlcude: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal reports
or subadviser review.
<PAGE>
PHOENIX SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
Proxy for a Special Meeting of Shareholders
PROXY
The undersigned shareholder of Phoenix Series Fund (the "Trust"), revoking
any and all previous proxies heretofore given for shares of the Trust held by
the undersigned, hereby constitutes and appoints Philip R. McLoughlin, Thomas
N. Steenburg and William E. Keen, III and any 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 Trust
to be held on September 10, 1998 at the offices of the Trust, 101 Munson
Street, Greenfield, Massachusetts, and at any and all adjournments thereof,
with respect to all shares of the Trust 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.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self addressed, postage-paid envelope.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the
squares provided, the undersigned's vote will be cast "FOR" each Proposal. If
no direction is made for any Proposals, this proxy will be voted "FOR" any and
all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
WHICH RECOMMENDS A VOTE "FOR" THE PROPOSAL
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Vote on Proposal
1. TO APPROVE A SUBADVISORY AGREEMENT BETWEEN PHOENIX INVESTMENT COUNSEL, INC.
AND ROGER ENGEMANN & ASSOCIATES, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. 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 Shareholders.
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
