PHOENIX SERIES FUND
Supplement dated August 17, 1999 to Prospectus dated March 1, 1999,
as supplemented March 1, 1999
PHOENIX-GOODWIN GROWTH FUND
At a meeting held on August 6, 1999, the shareholders of the Growth
Fund of Phoenix Series Fund voted to approve the retention of Roger Engemann &
Associates, Inc. ("Engemann") as subadviser for the Growth Fund.
The following paragraph is hereby inserted following the management fee table on
page 31 of the prospectus:
Roger Engemann & Associates, Inc. ("Engemann") is the investment
subadviser to the fund and is located at 600 North Rosemead Boulevard,
Pasadena, California 91107. As subadviser, Engemann is responsible for
day-to-day management of the fund's portfolio. Engemann acts as adviser
to six mutual funds, as subadviser to four other mutual funds and acts
as investment adviser to institutions and individuals. As of June 30,
1999, Engemann had $8.9 billion in assets under management. Engemann
has been an investment adviser since 1969. Phoenix pays Engemann a
subadvisory fee at the following rates:
<TABLE>
------------------------------------------ ----------------------------------------------
<CAPTION>
RATE FOR FIRST $3 BILLION RATE FOR EXCESS OVER $3 BILLION
------------------------------------------ ----------------------------------------------
<S> <C> <C>
0.10% 0.30%
------------------------------------------ ----------------------------------------------
</TABLE>
The following paragraph replaces the information under the heading "Portfolio
Management" on page 31 of the prospectus:
Roger Engemann, James E. Mair and John S. Tilson head the team that is
primarily responsible for the day-to-day management of the fund. Each
is a Managing Director, Equities of Phoenix. Mr. Engemann has been
President of Engemann since its inception in 1969. Messrs. Mair and
Tilson are both Executive Vice Presidents of Portfolio Management of
Engemann and both have been with Engemann since 1983. Messrs. Engemann
and Mair have been Chartered Financial Analysts ("CFAs") since 1972,
and Mr. Tilson has been a CFA since 1974.
PHOENIX-GOODWIN U.S. GOVERNMENT SECURITIES FUND
At a meeting held on August 6, 1999, the shareholders of the U.S.
Government Securities Fund of Phoenix Series Fund voted to approve a change to
the investment objective of the fund and the substitution of Duff & Phelps
Investment Management Co. as investment adviser. It is anticipated that these
changes will be implemented in early October 1999. Please refer to the
Supplement dated March 1, 1999 for information about these changes and other
investment policy changes previously approved by the Trustees.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR FUTURE
REFERENCE.
PXP 393G/US2 (8/99)
