As filed with the Securities and Exchange Commission on February 23, 2000
Registration No. 2-14069
File No. 811-810
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM N-1A
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933 |X|
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 90 |X|
AND/OR
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 38 |X|
(CHECK APPROPRIATE BOX OR BOXES.)
----------
PHOENIX SERIES FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
----------
101 MUNSON STREET, GREENFIELD, MA 01301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
C/O PHOENIX EQUITY PLANNING CORPORATION--CUSTOMER SERVICE
(800) 243-1574
REGISTRANT'S TELEPHONE NUMBER
----------
PAMELA S. SINOFSKY
ASSISTANT VICE PRESIDENT
AND ASSISTANT COUNSEL
PHOENIX INVESTMENT PARTNERS, LTD.
56 PROSPECT STREET
HARTFORD, CONNECTICUT 06115
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX):
[ ] IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b)
|X| ON FEBRUARY 28, 2000 PURSUANT TO PARAGRAPH (b), OR
[ ] 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(i)
[ ] ON PURSUANT TO PARAGRAPH (a)(i)
[ ] 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(ii)
[ ] ON PURSUANT TO PARAGRAPH (a)(ii) OF RULE 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
[ ] THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.
================================================================================
<PAGE>
PHOENIX SERIES FUND
CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)
PART A
INFORMATION REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
ITEM NUMBER FORM N-1A, PART A PROSPECTUS CAPTION
- ----------------------------- ------------------
<S> <C> <C>
1. Front and Back Cover Pages............................... Cover Page, Back Cover Page
2. Risk/Return Summary: Investments, Risks, Performance..... Investment Risk and Return Summary
3. Risk/Return Summary: Fee Table........................... Fund Expenses
4. Investment Objectives, Principal Investment Strategies,
and Related Risks........................................ Investment Risk and Return Summary; Additional
Investment Techniques
5. Management's Discussion of Fund Performance.............. Performance Tables
6. Management, Organization, and Capital Structure.......... Management of the Fund
7. Shareholder Information.................................. Pricing of Fund Shares; Sales Charges; Your
Account; How to Buy Shares; How to Sell Shares;
Things You Should Know When Selling Shares;
Account Policies; Investor Services; Tax Status
of Distributions
8. Distribution Arrangements................................ Sales Charges
9. Financial Highlights Information......................... Financial Highlights
</TABLE>
PART B
INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
ITEM NUMBER FORM N-1A, PART B STATEMENT OF ADDITIONAL INFORMATION CAPTION
- ----------------------------- -------------------------------------------
<S> <C> <C>
10. Cover Page and Table of Contents......................... Cover Page, Table of Contents
11. Fund History............................................. The Fund
12. Description of the Fund and Its Investment Risks......... Investment Objectives and Policies; Investment
Restrictions
13. Management of the Fund................................... Management of the Trust
14. Control Persons and Principal Holders of Securities...... Management of the Trust
15. Investment Advisory and Other Services................... Services of the Adviser; The Distributor;
Distribution Plans; Other Information
16. Brokerage Allocation and Other Practices................. Portfolio Transactions and Brokerage
17. Capital Stock and Other Securities...................... Other Information
18. Purchase, Redemption, and Pricing of Shares.............. Net Asset Value; How to Buy Shares; Investor
Account Services; Redemption of Shares; Tax
Sheltered Retirement Plans
19. Taxation of the Fund..................................... Dividends, Distributions and Taxes
20. Underwriters............................................. The Distributor
21. Calculation of Performance Data.......................... Performance Information
22. Financial Statements..................................... Financial Statements
PART C
INFORMATION REQUIRED TO BE INCLUDED IN PART C IS SET FORTH UNDER THE APPROPRIATE ITEM, SO NUMBERED, IN PART C OF THIS
REGISTRATION STATEMENT.
</TABLE>
<PAGE>
Phoenix Investment Partners
Prospectus
February 28, 2000
[logo] Duff & Phelps
----------- Phoenix-Duff & Phelps
Core Bond Fund
[logo] Engemann
----------- Phoenix-Engemann
Aggressive Growth Fund
----------- Phoenix-Engemann
Capital Growth Fund
[logo] Goodwin
----------- Phoenix-Goodwin
High Yield Fund
----------- Phoenix-Goodwin
Money Market Fund
[logo] Oakhurst
----------- Phoenix-Oakhurst
Balanced Fund
Neither the Securities and Exchange Commission
nor any state securities commission has
approved or disapproved of these securities or
determined if this prospectus is truthful or
complete. Any representation to the contrary is
a criminal offense.
This prospectus contains important information
that you should know before investing in the
Phoenix-Duff & Phelps Core Bond Fund, the
Phoenix-Engemann Aggressive Growth Fund, the
Phoenix-Engemann Capital Growth Fund, the
Phoenix-Goodwin High Yield Fund, the
Phoenix-Goodwin Money Market Fund, and the
Phoenix-Oakhurst Balanced Fund. Please read it
carefully and retain it for future reference.
[logo]Phoenix
Investment Partners
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Phoenix-Duff & Phelps Core Bond Fund
Investment Risk and Return Summary............... 1
Fund Expenses.................................... 4
Management of the Fund........................... 5
Phoenix-Engemann Aggressive Growth Fund
Investment Risk and Return Summary............... 7
Fund Expenses.................................... 10
Management of the Fund........................... 11
Phoenix-Engemann Capital Growth Fund
Investment Risk and Return Summary............... 13
Fund Expenses.................................... 15
Management of the Fund........................... 16
Phoenix-Goodwin High Yield Fund
Investment Risk and Return Summary............... 18
Fund Expenses.................................... 22
Management of the Fund........................... 23
Phoenix-Goodwin Money Market Fund
Investment Risk and Return Summary............... 25
Fund Expenses.................................... 28
Management of the Fund........................... 29
Phoenix-Oakhurst Balanced Fund
Investment Risk and Return Summary............... 30
Fund Expenses.................................... 34
Management of the Fund........................... 35
Additional Investment Techniques.................... 36
Pricing of Fund Shares.............................. 39
Sales Charges....................................... 40
Your Account........................................ 43
How to Buy Shares................................... 44
How to Sell Shares.................................. 44
Things You Should Know When Selling Shares.......... 45
Account Policies.................................... 46
Investor Services................................... 48
Tax Status of Distributions......................... 49
Financial Highlights................................ 50
Additional Information.............................. 57
[triangle]Phoenix
Series
Fund
<PAGE>
PHOENIX-DUFF & PHELPS CORE BOND FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
Phoenix-Duff & Phelps Core Bond Fund has an investment objective to seek both
current income and capital appreciation. There is no guarantee that the fund
will achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] Under normal circumstances, the fund invests at least 65% of its
total assets in investment grade debt securities of U.S. issuers.
[arrow] The fund intends to maintain an average credit quality of
investments of "A" or better as rated by Moody's Investors Services,
Inc. or Standard & Poor's.
[arrow] The fund may invest in corporate bonds, short-term instruments, U.S.
Government securities, mortgage-backed and asset-backed securities,
Collateralized Mortgage Obligations (CMOs) and municipal securities.
[arrow] Using a top-down investment process, the adviser formulates an
economic outlook, which leads to forecasted behavior of interest
rates. To select securities for portfolio investment, the adviser
seeks to identify those securities that offer an attractive yield
while maintaining high credit quality. For buy and sell decisions,
the adviser utilizes fundamental economic and credit research.
Within the mortgage-backed and Treasury sectors, the buy and sell
discipline relies on the use of financial models to ascertain
relative value.
[arrow] Debt securities selected for investment may be of any maturity.
However, it is intended that fund investments will have an average
maturity of 5 to 10 years.
Please see to "Additional Investment Techniques" for other investment techniques
of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of your shares and the level of income you receive are subject to
risks associated with the types of securities selected for fund investment.
Neither the fund nor the adviser can assure you that a particular level of
income will consistently be achieved or that the value of the fund's investments
that supports your share value will increase. If the value of fund investments
decreases, your share value will decrease.
Phoenix-Duff & Phelps Core Bond Fund 1
<PAGE>
INTEREST RATE RISK
The value of your shares will be directly affected by trends in interest rates.
If interest rates rise, the value of debt securities generally will fall.
Because the fund may hold securities with longer maturities, the net asset value
of the fund may experience greater price fluctuations in response to changes in
interest rates than funds that hold only securities with short-term maturities.
Prices of longer-term securities are affected more by interest rate changes than
prices of shorter-term securities.
CREDIT RISK
Credit risk pertains to the issuer's ability to make scheduled interest or
principal payments. Generally, securities rated in the lower rating categories
have a greater chance that the issuer will be unable to make such payments when
due.
U.S. GOVERNMENT OBLIGATIONS
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities and backed by the full faith and credit of the
United States only guarantee principal and interest will be timely paid to
holders of the securities. They do not guarantee that the value of fund shares
will increase.
MORTGAGED-BACKED AND ASSET-BACKED SECURITIES AND CMOS
Early payoffs on the underlying loans in mortgage-backed and asset-backed
securities and CMOs may result in the fund receiving less income than originally
anticipated. The variability in prepayments will tend to limit price gains when
interest rates drop and exaggerate price declines when interest rates rise. In
the event of high prepayments, the fund may be required to invest the proceeds
at lower interest rates, causing the fund to earn less than if the prepayments
had not occurred.
MUNICIPAL SECURITIES
Principal and interest payments on municipal securities may not be guaranteed by
the issuing body and may be payable only from monies (revenue) derived from a
particular source. If the source does not perform as expected, principal and
income payments may not be made on time or at all. In addition, the market for
municipal securities is often thin and can be temporarily affected by large
purchases and sales, including those by the fund.
2 Phoenix-Duff & Phelps Core Bond Fund
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Duff & Phelps Core Bond Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year over a 10-year period.(1)
The table below shows how the fund's average annual returns compare to those of
a broad-based securities market index. The fund's past performance is not
necessarily an indication of how the fund will perform in the future.
CORE BOND FUND
[graphic omitted]
Annual Return (%)
8.20 14.04 8.02 7.95 -3.34 17.24 1.93 9.19 6.56 -2.96
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Calendar Year
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 6.09% (quarter ending June 30,
1995) and the lowest return for a quarter was (2.73)% (quarter ending March 31,
1994).
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/99)(1) One Year Five Years Ten Years Life of the Fund(2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares (7.57)% 5.14% 5.98% N/A
- -----------------------------------------------------------------------------------------------------------------
Class B Shares (7.36)% 5.37% N/A 3.93%
- -----------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond
Index(3) (0.83)% 7.73% 7.70% 6.12%(4)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B Shares.
(2) Class B Shares since February 24, 1994.
(3) The Lehman Brothers Aggregate Bond Index is an unmanaged but commonly used
measure of bond performance. It is a combination of several Lehman Brothers
fixed income indices. The index's performance does not reflect sales charges.
(4) Index performance since February 28, 1994.
Performance information is not included for Class C Shares because the class has
not had annual returns for at least one calendar year.
Phoenix-Duff & Phelps Core Bond Fund 3
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5% (a) 1% (b)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None None
Redemption Fee None None None
Exchange Fee None None None
-----------------------------------------------------
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.45% 0.45% 0.45%
Distribution and Service (12b-1) Fees (c) 0.25% 1.00% 1.00%
Other Expenses 0.34% 0.34% 0.34%
---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.04% 1.79% 1.79%
==== ==== ====
</TABLE>
- ----------
(a) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 2% during the
fourth and fifth years and to 0% after the fifth year.
(b) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(c) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after eight years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
4 Phoenix-Duff & Phelps Core Bond Fund
<PAGE>
- ------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------
Class A $576 $790 $1,022 $1,686
- ------------------------------------------------------------------------------
Class B $582 $763 $970 $1,909
- ------------------------------------------------------------------------------
Class C $282 $563 $970 $2,105
- ------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
- ------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------
Class B $182 $563 $970 $1,908
- ------------------------------------------------------------------------------
Class C $182 $563 $970 $2,105
- ------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
THE ADVISER
Duff & Phelps Investment Management Co. ("Duff & Phelps") is the investment
adviser to the fund and is located at 55 East Monroe Street, Suite 3600,
Chicago, Illinois 60603. Duff & Phelps also acts as investment adviser to eight
other mutual funds and as adviser to institutional clients. As of December 31,
1999, Duff & Phelps had approximately $14.7 billion in assets under management
on a discretionary basis.
Subject to the direction of the fund's Board of Trustees, Duff & Phelps is
responsible for managing the fund's investment program and the day-to-day
management of the fund's portfolio. Duff & Phelps manages the fund's assets to
conform with the investment policies as described in this prospectus. The fund
pays Duff & Phelps a monthly investment management fee that is accrued daily
against the value of the fund's net assets at the following rates:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.45% 0.40% 0.35%
- ------------------------------------------------------------------------------------------------
</TABLE>
Phoenix-Duff & Phelps Core Bond Fund 5
<PAGE>
During the fund's last fiscal year, the fund paid total management fees of
$796,046. The ratio of management fees to average net assets for the fiscal year
ended October 31, 1999 was 0.45%. Prior to October 8, 1999, Phoenix Investment
Counsel, Inc. ("Phoenix") served as the fund's investment adviser. Duff & Phelps
and Phoenix are subsidiaries of Phoenix Investment Partners, Ltd.
PORTFOLIO MANAGEMENT
Investment and trading decisions for the fund are made by a team of fixed income
investment professionals.
6 Phoenix-Duff & Phelps Core Bond Fund
<PAGE>
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Engemann Aggressive Growth Fund has an investment objective of capital
appreciation. There is no guarantee that the fund will achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] Under normal circumstances, the fund invests at least 65% of its
total assets in equity securities, including common and preferred
stocks, and securities convertible into common stocks.
[arrow] The adviser manages the fund's investment program and general
operation of the fund and the subadviser manages the investments of
the fund. The subadviser seeks growth through disciplined,
diversified investment in stocks of high quality companies that the
subadviser believes have the ability to increase their profits year
after year at a much faster rate than the average company. The
subadviser manages the fund's portfolio from a top-down sector focus
based upon market and economic conditions. Securities are then
analyzed using a bottom-up approach. The subadviser focuses on
companies that it believes have consistent, substantial earnings
growth, strong management with a commitment to shareholders,
financial strength and a favorable long-term outlook.
[arrow] Generally, stocks are sold when the subadviser believes the growth
rate of the stock will drop over the long term.
[arrow] The subadviser's portfolio selection method may result in a higher
portfolio turnover rate. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax
liability to you.
[arrow] Companies selected for fund investment may be of any size but the
fund tends to invest more in small and medium capitalization
companies.
Temporary Defensive Strategy: If the adviser believes that market conditions are
not favorable to the fund's principal strategies, the fund may invest in fixed
income securities with or without warrants or conversion features and it may
hold on to its cash or invest without limit in cash equivalents. When this
happens, the fund may not achieve its investment objective.
Please see "Additional Investment Techniques" for other investment techniques of
the fund.
Phoenix-Engemann Aggressive Growth Fund 7
<PAGE>
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of the fund's investments that supports your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the fund's investments decreases, you will lose money.
Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.
GROWTH STOCKS
Because growth stocks typically make little or no dividend payments to
shareholders, investment return is based on a stock's capital appreciation,
making return more dependent on market increases and decreases. Growth stocks
are therefore more volatile than non-growth stocks to market changes, tending to
rise faster when markets rise and drop more sharply when markets fall.
SMALL AND MEDIUM CAPITALIZATIONS
Companies with smaller capitalizations are often companies with a limited
operating history or companies in industries that have recently emerged due to
cultural, economic, regulatory or technological developments. Such developments
can have a significant impact or negative effect on small and medium
capitalization companies and their stock performance and can make investment
returns highly volatile. Product lines are often less diversified and subject to
competitive threats. Smaller capitalization stocks are subject to varying
patterns of trading volume and may, at times, be difficult to sell.
8 Phoenix-Engemann Aggressive Growth Fund
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Engemann Aggressive Growth Fund. The bar chart shows changes in
the fund's Class A Shares performance from year to year over a 10-year
period.(1) The table below shows how the fund's average annual returns compare
to those of a broad-based securities market index. The fund's past performance
is not necessarily an indication of how the fund will perform in the future.
Aggressive Growth Fund
[graphic omitted]
Annual Return (%)
- -5.57 29.56 7.66 11.58 -3.92 51.71 11.09 19.37 30.44 83.65
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Calendar Year
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 52.01% (quarter ending
December 31, 1999) and the lowest return for a quarter was (19.55)% (quarter
ending September 30, 1998).
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/99)(1) One Year Five Years Ten Years Life of the Fund(2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares 74.93% 35.64% 20.55% N/A
- -----------------------------------------------------------------------------------------------------------------
Class B Shares 78.23% 35.96% N/A 32.22%
- -----------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index(3) 43.09% 18.99% 13.51% 18.74%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B Shares.
(2) Class B Shares since July 21, 1994.
(3) The Russell 2000 Growth Index is an unmanaged, commonly used measure of
total return performance of small-capitalization, growth-oriented stocks. The
index's performance does not reflect sales charges.
Phoenix-Engemann Aggressive Growth Fund 9
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------ ------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(a)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None
Redemption Fee None None
Exchange Fee None None
--------------------------------------------------------
CLASS A CLASS B
SHARES SHARES
------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.70% 0.70%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses 0.24% 0.24%
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.19% 1.94%
==== ====
</TABLE>
- ----------
(a) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 2% during the
fourth and fifth years and to 0% after the fifth year.
(b) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after eight years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
10 Phoenix-Engemann Aggressive Growth Fund
<PAGE>
- -----------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
Class A $591 $835 $1,098 $1,850
- -----------------------------------------------------------------------------
Class B $597 $809 $1,047 $2,070
- -----------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
- -----------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
Class B $197 $609 $1,047 $2,070
- -----------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
THE ADVISERS
Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1999,
Phoenix had $25.7 billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.
Roger Engemann & Associates, Inc. ("Engemann") is the investment subadviser to
the fund and is located at 600 North Rosemead Boulevard, Pasadena, California
91107. Engemann acts as adviser to six mutual funds, as subadviser to four other
mutual fund and acts as investment adviser to institutions and individuals. As
of December 31, 1999, Engemann had $10.9 billion in assets under management.
Engemann has been an investment adviser since 1969.
Subject to the direction of the fund's Board of Trustees, Phoenix is responsible
for managing the fund's investment program and the general operations of the
funds. Engemann, as subadviser, is responsible for day-to-day management of the
fund's portfolio. Engemann manages the fund's assets to conform with the
investment policies as described in this prospectus. The fund pays Phoenix a
monthly investment management fee that is accrued daily against the value of the
fund's net assets at the following rates:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
$1+ billion
1st billion through $2 billion $2+ billion
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.70% 0.65% 0.60%
- ----------------------------------------------------------------------------------------------------
</TABLE>
Phoenix-Engemann Aggressive Growth Fund 11
<PAGE>
Phoenix pays Engemann a subadvisory fee at the following rates:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Up to $262 million $1+ billion
$262 million through $1 billion through $2 billion $2+ billion
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Subadvisory Fee 0.20% 0.35% 0.325% 0.30%
- --------------------------------------------------------------------------------------------------------
</TABLE>
During the fund's last fiscal year, the fund paid total management fees of
$2,312,441. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1999 was 0.70%.
PORTFOLIO MANAGEMENT
Roger Engemann, Jim Mair and John Tilson oversee the research and portfolio
management function at Engemann. Each is a Managing Director, Equities of
Phoenix. The portfolio managers named below are primarily responsible for the
day-to-day management of the fund's portfolio. Mr. Engemann has been President
of Engemann since its inception. 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 earned the right to use the Chartered
Financial Analyst designation in 1972, and Mr. Tilson earned the right to use
the Chartered Financial Analyst designation in 1974.
Ned Brines and Jim Chen serve as co-portfolio managers of the fund and as such
are primarily responsible for the day-to-day management of the fund's portfolio.
Messrs. Brines and Chen are both Vice Presidents of Engemann and have been with
Engemann since 1994. Messrs. Brines and Chen also serve as co-portfolio managers
of Phoenix-Engemann Capital Growth Fund and Mr. Brines also serves as
co-portfolio manager of Phoenix-Engemann Focus Growth Fund of the
Phoenix-Engemann Funds. Messrs. Brines and Chen earned the right to use the
Chartered Financial Analyst designations in 1997 and 1994, respectively.
12 Phoenix-Engemann Aggressive Growth Fund
<PAGE>
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
Phoenix-Engemann Capital Growth Fund has an investment objective of long-term
capital appreciation. There is no guarantee that the fund will achieve its
objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] Under normal circumstances, the fund invests at least 65% of its
total assets in the common stock of companies believed by the
subadviser to have appreciation potential.
[arrow] The adviser manages the fund's investment program and general
operation of the fund and the subadviser manages the investments of
the fund. The subadviser seeks growth through disciplined,
diversified investment in stocks of high quality companies that the
subadviser believes have the ability to increase their profits year
after year at a much faster rate than the average company. The
subadviser manages the fund's portfolio from a top-down sector focus
based upon market and economic conditions. Securities are then
analyzed using a bottom-up approach. The subadviser focuses on
companies that it believes have consistent, substantial earnings
growth, strong management with a commitment to shareholders,
financial strength and a favorable long-term outlook.
[arrow] Generally, stocks are sold when the subadviser believes the growth
rate of the stock will drop over the long term.
[arrow] The subadviser's portfolio selection method may result in a higher
portfolio turnover rate. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax
liability to you.
Temporary Defensive Strategy: If the adviser believes that market conditions are
not favorable to the fund's principal strategies, the fund may invest in fixed
income securities with or without warrants or conversion features and it may
hold on to its cash or invest without limit in cash equivalents. When this
happens, the fund may not achieve its investment objective.
Please see "Additional Investment Techniques" for other investment techniques of
the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
Phoenix-Engemann Capital Growth Fund 13
<PAGE>
GENERAL
The value of the fund's investments that supports your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the fund's investments decreases, you will lose money.
Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.
GROWTH STOCKS
Because growth stocks typically make little or no dividend payments to
shareholders, investment return is based on a stock's capital appreciation,
making return more dependent on market increases and decreases. Growth stocks
are therefore more volatile than non-growth stocks to market changes, tending to
rise faster when markets rise and drop more sharply when markets fall.
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Engemann Capital Growth Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year over a 10-year period.(1)
The table below shows how the fund's average annual returns compare to those of
a broad-based securities market index. The fund's past performance is not
necessarily an indication of how the fund will perform in the future.
CAPITAL GROWTH FUND
[graphic omitted]
Annual Return (%)
6.05 28.01 4.29 4.35 -1.60 33.98 14.68 23.30 29.65 29.01
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Calendar Year
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 26.66% (quarter ending
December 31, 1999) and the lowest return for a quarter was (8.83)% (quarter
ending September 30, 1998).
14 Phoenix-Engemann Capital Growth Fund
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/99)(1) One Year Five Years Ten Years Life of the Fund(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares 22.88% 24.72% 15.94% N/A
- ------------------------------------------------------------------------------------------------------------------
Class B Shares 24.04% 25.01% N/A 22.73%
- ------------------------------------------------------------------------------------------------------------------
S&P 500 Composite Stock Price Index(3) 21.14% 28.66% 18.25% 26.49%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B Shares.
(2) Class B Shares since July 15, 1994.
(3) The S&P 500 Index is an unmanaged but commonly used measure of stock total
return performance. The S&P 500's performance does not reflect sales charges.
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------ ------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5% (a)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None
Redemption Fee None None
Exchange Fee None None
--------------------------------------------------------
CLASS A CLASS B
SHARES SHARES
------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.65% 0.65%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses 0.17% 0.17%
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.07% 1.82%
==== ====
</TABLE>
- ----------
(a) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 2% during the
fourth and fifth years and to 0% after the fifth year.
(b) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
Phoenix-Engemann Capital Growth Fund 15
<PAGE>
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after eight years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
- -----------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
Class A $579 $799 $1,037 $1,719
- -----------------------------------------------------------------------------
Class B $585 $773 $985 $1,940
- -----------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
- -----------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
Class B $185 $573 $985 $1,940
- -----------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
THE ADVISER
Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1999,
Phoenix had $25.7 billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.
Roger Engemann & Associates, Inc. ("Engemann") is the investment subadviser to
the fund and is located at 600 North Rosemead Boulevard, Pasadena, California
91107. 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 December 31, 1999, Engemann had $10.9 billion in assets under management.
Engemann has been an investment adviser since 1969.
Subject to the direction of the fund's Board of Trustees, Phoenix is responsible
for managing the fund's investment program and the general operations of the
fund. Engemann, as subadviser, is responsible for day-to-day management of the
fund's portfolio. Engemann
16 Phoenix-Engemann Capital Growth Fund
<PAGE>
manages the fund's assets to conform with the investment policies as described
in this prospectus. The fund pays Phoenix a monthly investment management fee
that is accrued daily against the value of the fund's net assets at the
following rates:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
$1+ billion
1st billion through $2 billion $2+ billion
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.70% 0.65% 0.60%
- ----------------------------------------------------------------------------------------------------
</TABLE>
Phoenix pays Engemann a subadvisory fee at the following rates:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Up to
$3 billion $3+ billion
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Subadvisory Fee 0.10% 0.30%
- -----------------------------------------------------------------------------------------------------
</TABLE>
During the fund's last fiscal year, the fund paid total management fees of
$18,467,284. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1999 was 0.65%.
PORTFOLIO MANAGEMENT
Roger Engemann, Jim Mair and John Tilson oversee the research and portfolio
management function at Engemann. Each is a Managing Director, Equities of
Phoenix. The portfolio managers named below are primarily responsible for the
day-to-day management of the fund's portfolio. Mr. Engemann has been President
of Engemann since its inception. 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 earned the right to use the Chartered
Financial Analyst designation in 1972, and Mr. Tilson earned the right to use
the Chartered Financial Analyst designation in 1974.
Ned Brines and Jim Chen serve as co-portfolio managers of the fund and as such
are primarily responsible for the day-to-day management of the fund's portfolio.
Messrs. Brines and Chen are both Vice Presidents of Engemann and have been with
Engemann since 1994. Messrs. Brines and Chen also serve as co-portfolio managers
of Phoenix-Engemann Aggressive Growth Fund and Mr. Brines also serves as
co-portfolio manager of Phoenix-Engemann Focus Growth Fund of the
Phoenix-Engemann Funds. Messrs. Brines and Chen earned the right to use the
Chartered Financial Analyst designations in 1997 and 1994, respectively.
Phoenix-Engemann Capital Growth Fund 17
<PAGE>
PHOENIX-GOODWIN HIGH YIELD FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
Phoenix-Goodwin High Yield Fund has a primary investment objective to seek high
current income and a secondary objective of capital growth. There is no
guarantee that the fund will achieve its objectives.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] Under normal circumstances, the fund invests at least 80% of its
total assets in both U.S. and foreign (non-U.S.) fixed income
securities with at least 65% of its total assets invested in a
diversified portfolio of high yield, high risk fixed income
securities (commonly referred to as "junk bonds").
[arrow] Fixed income securities are selected using a "sector rotation"
approach. The adviser seeks to adjust the proportion of fund
investments in various "sectors" (types of debt securities) and the
selections within sectors to obtain higher relative returns. Sectors
are analyzed by the adviser for attractive values. Securities within
sectors are selected based on general economic and financial
conditions, and the issuer's business, management, cash, assets
earnings and stability. Securities selected for investment are those
that the adviser believes offer the best potential for total return
based on risk-to-reward tradeoff.
[arrow] Interest rate risk is managed by a duration neutral strategy. The
adviser attempts to maintain the duration of the fund at a level
similar to that of its benchmark. Duration measures the interest
rate sensitivity of a fixed income security by assessing and
weighting the present value of the security's payment pattern.
Generally, the longer the maturity the greater the duration and
therefore the greater effect interest rate changes have on the price
of the security. By maintaining the duration of the fund at a level
similar to that of the fund's fixed income benchmark, CSFB Global
High Yield Index, the adviser believes that the fund's exposure to
interest rate risk is less than that of a fund that attempts to
predict future interest rate changes. On January 31, 2000 the
modified adjusted duration of the CSFB Global High Yield Index was
4.75 years.
[arrow] Fixed income securities considered for portfolio investment may be
of any maturity. However, the adviser attempts to maintain a
maturity composition similar to that of its benchmark in an effort
to reduce the portfolio's exposure to interest rate risk. Maturity
composition refers to the percentage of securities within specific
maturity ranges as well as the aggregate weighted average portfolio
maturity. On January 31, 2000 the maturity of the CSFB Global High
Yield Index was 7.71 years.
[arrow] The fund may invest in corporate bonds, agency and non-agency
mortgage-backed securities, U.S. and foreign government obligations
and emerging market securities.
18 Phoenix-Goodwin High Yield Fund
<PAGE>
[arrow] The adviser will seek to minimize risk through diversification and
continual evaluation of current developments in interest rates and
economic conditions.
Temporary Defensive Strategy: If the adviser believes that market conditions are
not favorable to the fund's principal strategies, the fund may hold on to its
cash or invest without limit in cash equivalents or other fixed income
securities. When this happens, the fund may not achieve its investment
objective.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of your shares and the level of income you receive are subject to
risks associated with the types of securities selected for fund investment.
Neither the fund nor the adviser can assure you that a particular level of
income will consistently be achieved or that the value of the fund's investments
that supports your share value will increase. If the value of fund investments
decreases, your share value will decrease.
INTEREST RATE RISK
The value of your shares will be directly affected by trends in interest rates.
If interest rates rise, the value of debt securities generally will fall.
Because the fund may hold securities with longer maturities, the net asset value
of the fund may experience greater price fluctuations in response to changes in
interest rates than funds that hold only securities with short-term maturities.
Prices of longer-term securities are affected more by interest rate changes than
prices of shorter-term securities.
CREDIT RISK
Credit risk pertains to the issuer's ability to make scheduled interest or
principal payments. Generally, securities rated below investment grade (high
yield-high risk securities) have a greater chance that the issuer will be unable
to make such payments when due.
HIGH YIELD-HIGH RISK SECURITIES
High yield-high risk securities entail greater price volatility and credit and
interest rate risk than investment grade securities. Analysis of the
creditworthiness of high yield-high risk issuers is more complex than for
higher-grade securities, making it more difficult for the adviser to accurately
predict risk. There is a greater risk with high yield-high risk securities that
an issuer will not be able to make principal and interest payments when due. If
the fund pursues missed payments, there is a risk that fund expenses could
increase. In addition, lower-rated securities may not trade as often and may be
less liquid than higher-rated securities.
Phoenix-Goodwin High Yield Fund 19
<PAGE>
FOREIGN INVESTING
Foreign markets and currencies may not perform as well as U.S. markets.
Political and economic uncertainty in foreign countries, as well as less public
information about foreign investments, may negatively impact the fund's
portfolio. Dividends and other income payable on foreign securities may be
subject to foreign taxes. Some investments may be made in currencies other than
U.S. dollars that will fluctuate in value as a result of changes in the currency
exchange rate.
EMERGING MARKET INVESTING
Investments in less-developed countries whose markets are still emerging
generally present risks in greater degree than those presented by investment in
foreign issuers based in countries with developed securities markets and more
advanced regulatory systems. Prior governmental approval may be required in some
developing countries for the release of investment income, capital and sale
proceeds to foreign investors, and some developing countries may limit the
extent of foreign investment in domestic companies.
LONG-TERM MATURITIES
Securities with longer maturities may be subject to greater price fluctuations
due to interest rate, tax law and general market changes.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
Early payoffs on the underlying loans in mortgage-backed and asset-backed
securities may result in the fund receiving less income than originally
anticipated. The variability in prepayments will tend to limit price gains when
interest rates drop and exaggerate price declines when interest rates rise. In
the event of high prepayments, the fund may be required to invest the proceeds
at lower interest rates, causing the fund to earn less than if the prepayments
had not occurred.
20 Phoenix-Goodwin High Yield Fund
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Goodwin High Yield Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year over a 10-year period.(1)
The table below shows how the fund's average annual returns compare to those of
a broad-based securities market index. The fund's past performance is not
necessarily an indication of how the fund will perform in the future.
HIGH YIELD FUND
[graphic omitted]
Annual Return (%)
- -1.08 24.67 16.96 21.48 -7.97 17.72 17.23 13.61 -6.72 11.73
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Calendar Year
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 10.35% (quarter ending June
30, 1995) and the lowest return for a quarter was (13.86 )% (quarter ending
September 30, 1998).
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/99)(1) One Year Five Years Ten Years Life of the Fund(2)
- -----------------------------------------------------------------------------------------------------------------
Class B Class C
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class A Shares 6.43% 9.25% 9.64% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Class B Shares 6.92% 9.47% N/A 5.96% N/A
- -----------------------------------------------------------------------------------------------------------------
Class C Shares 11.03% N/A N/A N/A (0.02)%
- -----------------------------------------------------------------------------------------------------------------
CSFB Global High Yield Index(3) 3.28% 9.07% 11.06% 7.19%(4) 0.73%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B Shares.
(2) Class B Shares since February 16, 1994 and Class C Shares since February 27,
1998.
(3) The CSFB Global High Yield Index is an unmanaged but commonly used index
that tracks the returns of all new publicly offered debt of more than $75
million rated below BBB or BBB/BB+. The index's performance does not reflect
sales charges.
(4) Index performance since February 28, 1994.
Phoenix-Goodwin High Yield Fund 21
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None None
Maximum Deferred Sales Charge (load) (as a percentage of 1% (b)
the lesser of the value redeemed or the amount invested) None 5% (a)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None None
Redemption Fee None None None
Exchange Fee None None None
---------------------------------------------------------
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.65% 0.65% 0.65%
Distribution and Service (12b-1) Fees (c) 0.25% 1.00% 1.00%
Other Expenses 0.26% 0.26% 0.26%
---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.16% 1.91% 1.91%
==== ==== ====
</TABLE>
- ----------
(a) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 2% during the
fourth and fifth years and to 0% after the fifth year.
(b) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(c) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after eight years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
22 Phoenix-Goodwin High Yield Fund
<PAGE>
- -----------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
Class A $588 $826 $1,083 $1,817
- -----------------------------------------------------------------------------
Class B $594 $800 $1,032 $2,038
- -----------------------------------------------------------------------------
Class C $294 $600 $1,032 $2,233
- -----------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
- -----------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
Class B $194 $600 $1,032 $2,038
- -----------------------------------------------------------------------------
Class C $194 $600 $1,032 $2,233
- -----------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
THE ADVISER
Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1999,
Phoenix had $25.7 billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.
Subject to the direction of the fund's Board of Trustees, Phoenix is responsible
for managing the fund's investment program and the day-to-day management of the
fund's portfolio. Phoenix manages the fund's assets to conform with the
investment policies as described in this prospectus. The fund pays Phoenix a
monthly investment management fee that is accrued daily against the value of the
fund's net assets at the following rates:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.65% 0.60% 0.55%
- ----------------------------------------------------------------------------------------------------
</TABLE>
During the fund's last fiscal year, the fund paid total management fees of
$3,333,625. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1999 was 0.65%.
Phoenix-Goodwin High Yield Fund 23
<PAGE>
PORTFOLIO MANAGEMENT
Investment and trading decisions for the fund are made by a team of fixed income
professionals lead by Timothy P. Norman, Managing Director, Fixed Income, of
Phoenix. Mr. Norman is also Executive Vice President of Duff & Phelps Investment
Management Co., an affiliate of Phoenix, where he serves as a senior member of
the fixed income management group responsible for the management of
approximately $10 billion. Mr. Norman is a Chartered Financial Analyst and has
held various investment management positions with Duff & Phelps Investment
Management Co. since 1987.
24 Phoenix-Goodwin High Yield Fund
<PAGE>
PHOENIX-GOODWIN MONEY MARKET FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
Phoenix-Goodwin Money Market Fund has an investment objective of seeking as high
a level of current income as is consistent with the preservation of capital and
maintenance of liquidity. There is no guarantee that the fund will achieve the
objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The fund seeks to maintain a stable $1.00 per share price.
[arrow] The fund invests in a diversified portfolio of high quality money
market instruments with maturities of 397 days or less. The average
maturity of the fund's portfolio securities, based on their dollar
value, will not exceed 90 days.
[arrow] The adviser seeks a high level of return relative to the market by
selecting securities for the fund's portfolio in anticipation of, or
in response to, changing economic conditions and money market
conditions and trends. The adviser may not purchase securities with
the highest available yield if the adviser believes that such an
investment is inconsistent with the fund objectives of preservation
of capital and maintenance of liquidity.
[arrow] The fund invests exclusively in the following instruments:
[bullet] Obligations issued or guaranteed by the U.S. Government,
its agencies, authorities and instrumentalities;
[bullet] Obligations issued by banks and savings and loan
associations, including dollar-denominated obligations of
foreign branches of U.S. banks and U.S. branches of
foreign banks;
[bullet] Dollar-denominated obligations guaranteed by banks or
savings and loan associations;
[bullet] Federally-insured obligations of other banks or savings
and loan associations;
[bullet] Commercial paper, which at the date of investment is rated
A-1 by Standard and Poor's ("S&P") and/or P-1 by Moody's
Investors Service, Inc. ("Moody's"), or, if not rated, is
issued or guaranteed by a company which at the date of
investment has an outstanding debt issue rated AA or
higher by S&P or Aa or higher by Moody's;
[bullet] Short-term corporate obligations, which at the date of
investment are rated AA or higher by S&P or Aa or higher
by Moody's; and
[bullet] Repurchase agreements.
Phoenix-Goodwin Money Market Fund 25
<PAGE>
[arrow] At least 95% of the fund's total assets will be invested in
securities in the highest short-term rating category. Generally,
investments will be limited to securities in the two highest
short-term rating categories.
[arrow] The fund may invest more than 25% of its assets in the domestic
banking industry.
PRINCIPAL RISKS
GENERAL
An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.
Neither the fund nor the adviser can assure you that a particular yield, return
or level of income will be achieved. Changing market conditions, the relatively
short maturities of fund investments and substantial redemptions may all
negatively affect the fund.
INTEREST RATE RISK
The value of your shares will be directly affected by trends in interest rates.
If interest rates rise, the value of debt securities generally will fall.
CREDIT RISK
Credit risk pertains to the issuer's ability to make scheduled interest or
principal payments. A security's short term investment rating may decline,
increasing the chances the issuer may not be able to make principal and interest
payments on time. This may reduce the fund's stream of income and decrease the
fund's yield.
REPURCHASE AGREEMENTS
If a seller of a repurchase agreement defaults and does not repurchase the
underlying securities, the fund may incur a loss if the value of the underlying
securities declines. Disposition costs may be incurred in connection with
liquidating the underlying securities. If the seller enters into bankruptcy, the
fund may never receive the purchase price or it may be delayed or limited.
U.S. GOVERNMENT SECURITIES
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities, only guarantee or insure principal and
interest will be timely paid to holders of the securities. The entities do not
guarantee that the value of fund shares will remain at $1.00 or that the fund
will realize a particular yield.
26 Phoenix-Goodwin Money Market Fund
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Goodwin Money Market Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year over a 10-year period.(1)
The table below shows the fund's average annual returns for one, five and ten
years and the life of the fund. The fund's past performance is not necessarily
an indication of how the fund will perform in the future.
MONEY MARKET FUND
[graphic omitted]
Annual Return (%)
7.82 5.70 3.28 2.53 3.54 5.44 4.73 4.92 4.94 4.56
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Calendar Year
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 1.91% (quarter ending December
31, 1990) and the lowest return for a quarter was 0.38% (quarter ending June 30,
1996).
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/99)(1) One Year Five Years Ten Years Life of the Fund(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares 4.56% 4.84% 4.66% N/A
- ------------------------------------------------------------------------------------------------------------------
Class B Shares (0.19)% 4.09% N/A 3.98%(2)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for a full redemption in the fund's Class B Shares.
(2) Class B Shares since July 15, 1994.
The fund's 7-day yield on December 31, 1999 was 5.14% for Class A Shares 4.39%
for Class B Shares.
Performance information is not included for Class C Shares because the class has
not had annual returns for at least one calendar year.
Phoenix-Goodwin Money Market Fund 27
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) None None None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5% (a) 1% (b)
Maximum Sales Charge (load) Imposed on Reinvested None
Dividends None None
Redemption Fee None None None
Exchange Fee None None None
--------------------------------------------------------
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.40% 0.40% 0.40%
Distribution and Service (12b-1) Fees (c) None 0.75% 1.00%
Other Expenses 0.37% 0.37% 0.37%
---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 0.77% 1.52% 1.77%
==== ==== ====
</TABLE>
- ----------
(a) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 2% during the
fourth and fifth years and to 0% after the fifth year.
(b) The deferred sales charge is imposed on Class C shares redeemed during the
first year only.
(c) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after eight years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
28 Phoenix-Goodwin Money Market Fund
<PAGE>
- ------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------
Class A $550 $709 $883 $1,384
- ------------------------------------------------------------------------------
Class B $555 $680 $829 $1,610
- ------------------------------------------------------------------------------
Class C $280 $557 $959 $2,084
- ------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
- ------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------
Class B $155 $480 $829 $1,610
- ------------------------------------------------------------------------------
Class C $180 $557 $959 $2,084
- ------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
THE ADVISER
Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1999,
Phoenix had $25.7 billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.
Subject to the direction of the fund's Board of Trustees, Phoenix is responsible
for managing the fund's investment program and the day-to-day management of the
fund's portfolio. Phoenix manages the fund's assets to conform with the
investment policies as described in this prospectus. The fund pays Phoenix a
monthly investment management fee that is accrued daily against the value of the
fund's net assets at the following rates:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.40% 0.35% 0.30%
- ----------------------------------------------------------------------------------------------------
</TABLE>
During the fund's last fiscal year, the fund paid total management fees of
$910,014. The ratio of management fees to average net assets for the fiscal year
ended October 31, 1999 was 0.40%.
Phoenix-Goodwin Money Market Fund 29
<PAGE>
PHOENIX-OAKHURST BALANCED FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
Phoenix-Oakhurst Balanced Fund has investment objectives of reasonable income,
long-term capital growth and conservation of capital. There is no guarantee that
the fund will achieve its objectives.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] Under normal market circumstances, the fund invests at least 65% of
its total assets in common stocks and fixed income securities of
both U.S. and foreign issuers, with at least 25% of total assets
invested in fixed income securities that are rated within the four
highest rating categories.
[arrow] Equity securities are selected based on both quantitative and
fundamental factors, primarily from the top 1500 largest companies
traded in the United States. Price to earnings, price to sales and
cash flows ratios and a company's earnings and revenue growth rate
are some of the quantitative criteria considered. The adviser also
considers current industry conditions and a company's future growth
prospects. The adviser then attempts to construct a portfolio that
seeks to outperform the Standard and Poor's 500 Composite Stock
Price Index ("S&P 500").
[arrow] Fixed income securities are selected using a "sector rotation"
approach. The adviser seeks to adjust the proportion of fund
investment in various "sectors" (types of debt securities) and the
selections within sectors to obtain higher relative returns. Sectors
are analyzed by the adviser for attractive values. Securities within
sectors are selected based on general economic and financial
conditions, and the issuer's business, management, cash, assets
earnings and stability. Securities selected for investment are those
that the adviser believes offer the best potential for total return
based on risk-to-reward tradeoff.
[arrow] Interest rate risk is managed by a duration neutral strategy. The
adviser attempts to maintain the duration of the fund at a level
similar to that of its benchmark. Duration measures the interest
rate sensitivity of a fixed income security by assessing and
weighting the present value of the security's payment pattern.
Generally, the longer the maturity the greater the duration and
therefore the greater effect interest rate changes have on the price
of the security. By maintaining the duration of the fund at a level
similar to that of the fund's fixed income benchmark, the Lehman
Brothers Aggregate Bond Index, the adviser believes that the fund's
exposure to interest rate risk is less than that of a fund that
attempts to predict future interest rate changes. On January 31,
2000 the modified adjusted duration of the Lehman Brothers Aggregate
Bond Index was 4.94 years.
30 Phoenix-Oakhurst Balanced Fund
<PAGE>
[arrow] Fixed income securities considered for portfolio investment may be
of any maturity. However, the adviser attempts to maintain a
maturity composition similar to that of its benchmark in an effort
to reduce the portfolio's exposure to interest rate risk. Maturity
composition refers to the percentage of securities within specific
maturity ranges as well as the aggregate weighted average portfolio
maturity. On January 31, 2000 the maturity of the Lehman Brothers
Aggregate Bond Index was 8.84 years.
[arrow] The fund may invest in all types of fixed income securities
including high yield-high risk securities (commonly referred to as
"junk bonds") corporate bonds, municipal bonds, agency and
non-agency mortgaged backed securities, asset backed securities and
U.S. treasury securities.
Temporary Defensive Strategy: If the adviser believes that market conditions are
not favorable to the fund's principal strategies, the fund may hold on to its
cash or invest without limit in cash equivalents such as U.S. Government
securities and high grade commercial paper. When this happens, the fund may not
achieve its investment objective.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of your shares and the level of income you receive are subject to
risks associated with the types of securities selected for fund investment.
Neither the fund nor the adviser can assure you that a particular level of
income will consistently be achieved or that the value of the fund's investments
that supports your share value will increase. If the value of fund investments
decreases, your share value will decrease.
Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.
FOREIGN INVESTING
Foreign markets and currencies may not perform as well as U.S. markets.
Political and economic uncertainty in foreign countries, including so called
"emerging market" countries (countries with less developed markets), as well as
less public information about foreign investments, may negatively impact the
fund's portfolio. Dividends and other income payable on foreign securities may
be subject to foreign taxes. Some investments may be made in currencies other
than U.S. dollars that will fluctuate in value as a result of changes in the
currency exchange rate. Emerging market countries and companies doing business
in emerging market countries may not have the same range of opportunities as
more developed countries and their companies. They may also have more obstacles
to financial success.
Phoenix-Oakhurst Balanced Fund 31
<PAGE>
INTEREST RATE RISK
The value of your shares will be directly affected by trends in interest rates.
If interest rates rise, the value of debt securities generally will fall.
Because the fund may hold securities with longer maturities, the net asset value
of the fund may experience greater price fluctuations in response to changes in
interest rates than funds that hold only securities with short-term maturities.
Prices of longer-term securities are affected more by interest rate changes than
prices of shorter-term securities.
CREDIT RISK
Credit risk pertains to the issuer's ability to make scheduled interest or
principal payments. Generally, securities rated below investment grade (high
yield-high risk securities) have a greater chance that the issuer will be unable
to make such payments when due.
LONG-TERM MATURITIES
Fixed income securities with longer maturities may be subject to greater price
fluctuations due to interest rate, tax law and general market changes.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
Early payoffs on the underlying loans in mortgage-backed and asset-backed
securities may result in the fund receiving less income than originally
anticipated. The variability in prepayments will tend to limit price gains when
interest rates drop and exaggerate price declines when interest rates rise. In
the event of high prepayments, the fund may be required to invest the proceeds
at lower interest rates, causing the fund to earn less than if the prepayments
had not occurred.
U.S. GOVERNMENT SECURITIES
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities and backed by the full faith and credit of the
United States only guarantee principal and interest will be timely paid to
holders of the securities. The entities do not guarantee that the value of
portfolio shares will increase.
MUNICIPAL SECURITIES
Principal and interest payments on municipal securities may not be guaranteed by
the issuing body and may be payable only from monies (revenue) derived from a
particular source. If the source does not perform as expected, principal and
income payments may not be made on time or at all. In addition, the market for
municipal securities is often thin and can be temporarily affected by large
purchases and sales, including those by the fund.
32 Phoenix-Oakhurst Balanced Fund
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Oakhurst Balanced Fund. The bar chart shows changes in the fund's
Class A Shares performance from year to year over a 10-year period.(1) The table
below shows how the fund's average annual returns compare to those of a
broad-based securities market index. The fund's past performance is not
necessarily an indication of how the fund will perform in the future.
BALANCED FUND
[graphic omitted]
Annual Return (%)
7.31 25.94 6.74 6.41 -4.55 23.39 8.58 18.33 18.52 10.76
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Calendar Year
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 13.59% (quarter ending
December 31, 1998) and the lowest return for a quarter was (5.53)% (quarter
ending September 30, 1998).
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/99)(1) One Year Five Years Ten Years Life of Fund(2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares 5.49% 14.67% 11.25% N/A
- -----------------------------------------------------------------------------------------------------------------
Class B Shares 5.94% 14.93% N/A 13.26%
- -----------------------------------------------------------------------------------------------------------------
Balanced Benchmark(3) 11.55% 18.82% 13.34% 17.18%(5)
- -----------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(4) (0.83)% 7.73% 7.70% 6.92%(5)
- -----------------------------------------------------------------------------------------------------------------
S&P 500 Consumer Stock Price Index(6) 21.14% 28.66% 18.25% 26.49%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B Shares.
(2) Class B Shares since July 15, 1994.
(3) The Balanced Benchmark is a composite index made up of 55% of the S&P 500
Index return, 35% of the Lehman Brothers Aggregate Bond Index return and 10% of
the 90-day U.S. Treasury bill return. The index's performance does not reflect
sales charges.
(4) The Lehman Brothers Aggregate Bond Index is an unmanaged but commonly used
measure of bond performance. It is a combination of several Lehman Brothers
fixed income indices. The index's performance does not reflect sales charges.
(5) Benchmark performance since July 31, 1994.
(6) The S&P 500 Index is a measure of stock market total return performance. The
S&P 500's performance does not reflect sales charges.
Phoenix-Oakhurst Balanced Fund 33
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------ ------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5% (a)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None
Redemption Fee None None
Exchange Fee None None
--------------------------------------------------------
CLASS A CLASS B
SHARES SHARES
------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.53% 0.53%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses 0.19% 0.19%
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 0.97% 1.72%
==== ====
</TABLE>
- ----------
(a) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 2% during the
fourth and fifth years and to 0% after the fifth year.
(b) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after eight years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
34 Phoenix-Oakhurst Balanced Fund
<PAGE>
- -----------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
Class A $569 $769 $986 $1,608
- -----------------------------------------------------------------------------
Class B $575 $742 $933 $1,831
- -----------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
- -----------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
Class B $175 $542 $933 $1,831
- -----------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
THE ADVISER
Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1999,
Phoenix had $25.7 billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.
Subject to the direction of the fund's Board of Trustees, Phoenix is responsible
for managing the fund's investment program and the day-to-day management of the
fund's portfolio. Phoenix manages the fund's assets to conform with the
investment policies as described in this prospectus. The fund pays Phoenix a
monthly investment management fee that is accrued daily against the value of the
fund's net assets at the following rates:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.55% 0.50% 0.45%
- ----------------------------------------------------------------------------------------------------
</TABLE>
During the fund's last fiscal year, the fund paid total management fees of
$8,742,404. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1999 was 0.53%.
PORTFOLIO MANAGEMENT
Investment and trading decisions for the fund are made by a team of equity
professionals and a team of fixed-income professionals.
Phoenix-Oakhurst Balanced Fund 35
<PAGE>
ADDITIONAL INVESTMENT TECHNIQUES
- --------------------------------------------------------------------------------
In addition to the Principal Investment Strategies and Risks, the Phoenix-Duff &
Phelps Core Bond Fund ("Core Bond Fund"), Phoenix-Engemann Aggressive Growth
Fund ("Aggressive Growth Fund"), Phoenix-Engemann Capital Growth Fund ("Capital
Growth Fund"), Phoenix-Goodwin High Yield Fund ("High Yield Fund"),
Phoenix-Goodwin Money Market Fund ("Money Market Fund") and Phoenix-Oakhurst
Balanced Fund ("Balanced Fund") may engage in the following investment
techniques as indicated:
CAPITAL GROWTH FUND INVESTMENTS
Subject to the investment restrictions stated in this prospectus and in the
fund's statement of additional information, the Capital Growth Fund may invest
any amount or proportion of its assets in any class or type of security believed
by the subadviser to offer the potential for capital appreciation over both the
intermediate and long term including investment grade bonds and preferred
stocks.
UNRATED FIXED INCOME SECURITIES
The funds may invest in unrated securities. Unrated securities may not be lower
in quality than rated securities, but due to their perceived risk they may not
have as broad a market as rated securities. Analysis of unrated securities is
more complex than for rated securities, making it more difficult for the
subadviser to accurately predict risk.
HIGH YIELD-HIGH RISK SECURITIES
The Balanced Fund may invest up to 35% of its net assets in high yield-high risk
securities. High yield-high risk securities (junk bonds) typically entail
greater price volatility and principal and interest rate risk. There is a
greater chance that an issuer will not be able to make principal and interest
payments on time. Analysis of the creditworthiness of issuers of high yield
securities may be complex, and as a result, it may be more difficult for the
subadviser to accurately predict risk.
RESTRICTED SECURITIES
The High Yield Fund may invest in restricted securities deemed to be liquid by
the adviser. Restricted securities owned by the fund that are not liquid may be
difficult to sell because there may be no active markets for resale and fewer
potential buyers. This can make restricted investments more likely than other
types of investments to lose value. In extreme cases it may be impossible to
resell them and they can become almost worthless to the fund.
DEFERRED COUPON AND ZERO COUPON BONDS
The Balanced and High Yield Funds may invest in debt obligations that do not
make any interest payments for a specified period of time (deferred coupon or
zero coupon obligations).
36 Phoenix Series Fund
<PAGE>
Market prices of deferred coupon and zero coupon bonds generally are more
volatile and, because the fund will not receive cash payments earned on these
securities on a current basis, the fund may have to distribute cash obtained
from other sources in order to satisfy distribution requirements. This may
require that certain securities be sold to supply cash for distributions at a
time that is less favorable than if the fund were not required to sell such
securities, and such sales may adversely affect the fund's turnover rate.
CONVERTIBLE SECURITIES
All funds, except the Core Bond and Money Market Funds, may invest in
convertible securities. Convertible securities may be subject to redemption at
the option of the issuer. If a security is called for redemption, the fund may
have to redeem the security, convert it into common stock or sell it to a third
party at a price and time that it not beneficial for the fund. In addition,
securities convertible into common stocks may have higher yields than common
stocks but lower yields than comparable nonconvertible securities.
FINANCIAL FUTURES AND RELATED OPTIONS
All funds, except the Core Bond and Money Market Funds, may use financial
futures contracts and related options for hedging purposes. Futures and options
involve market risk in excess of their value and may not be as liquid as other
securities.
DERIVATIVES
All funds, except the Core Bond and Money Market Funds, may write
exchange-traded, covered call options and purchase put and call options on
securities, securities indices, and foreign currencies, and may enter into
futures contracts and related options. Up to 50% of the value of the total
assets of a fund may be subject to written call options. All funds, except the
Core Bond and Money Market Funds, may also enter into swap agreements relating
to interest rates, foreign currencies, and securities indices and forward
foreign currency contracts, including cross currency asset swaps. They may use
these techniques to hedge against changes in interest rates, foreign currency
exchange rates, changes in securities prices or other factors affecting the
value of their investments. If the subadviser fails to correctly predict these
changes, the funds can lose money. Derivatives transactions may be less liquid
than other securities and the counterparty to such transaction may not perform
as expected. In addition, purchasing call or put options involves the risk that
a fund may lose the premium it paid plus transaction costs. Futures and options
involve market risk in excess of their value.
SHORT-TERM INVESTMENTS
The Core Bond Fund may invest up to 35% of its net assets in short-term
investments, including bank certificates of deposit, bankers' acceptances and
repurchase agreements.
Phoenix Series Fund 37
<PAGE>
FOREIGN INVESTING
The Balanced and Growth Funds may invest up to 25% of total assets, the
Aggressive Growth Fund may invest up to 10% of its total assets, and the High
Yield Fund may invest up to 35% of its total assets in securities of foreign
(non-U.S.) issuers, including emerging market securities. The Core Bond Fund may
invest up to 5% of its net assets in Yankee Bonds.
Investments in non-U.S. companies involve additional risks and conditions
including differences in accounting standards, generally higher commission
rates, differences in transaction settlement systems, political instability, and
the possibility of confiscatory or expropriation taxes. Political and economic
uncertainty in foreign countries, as well as less public information about
foreign investments, may negatively impact the fund's portfolio. Dividends and
other income payable on foreign securities may also be subject to foreign taxes.
Some investments may be made in currencies other than U.S. dollars that will
fluctuate in value as a result of changes in the currency exchange rate. Foreign
markets and currencies may not perform as well as U.S. markets.
Risks associated with foreign investments may be intensified in emerging market
countries. Developing countries and companies doing business in such countries
may not have the same range of opportunities and have more obstacles to
financial success than their counterparts in developed nations.
SMALL CAPITALIZATION COMPANIES
Equity securities purchased by the funds may be in companies with small
capitalizations. Small capitalization companies are often companies with a
limited operating history or companies in industries that have recently emerged
due to cultural, economic, regulatory or technological developments. Such
developments can have a significant impact or negative effect on small
capitalization companies and their stock performance and can make investment
returns highly volatile. Product lines are often less diversified and subject to
competitive threats. Smaller capitalization stocks are subject to varying
patterns of trading volume and may, at times, be difficult to sell.
SECURITIES LENDING
Each fund may loan portfolio securities with a value up to 25% of its total
assets. If the borrower is unwilling or unable to return the borrowed securities
when due, the fund can suffer losses.
BORROWING
The Aggressive Growth Fund may obtain fixed interest rate loans from banks in
amounts up to one-third the value of its net assets and invest the loan proceeds
in other assets. If the securities purchased with such borrowed money decrease
in value or do not increase enough to cover interest and other borrowing costs,
the funds will suffer greater losses than if no borrowing took place.
38 Phoenix Series Fund
<PAGE>
REPURCHASE AGREEMENTS
All funds may invest in repurchase agreements. Default or insolvency of the
other party presents a risk to the funds.
ILLIQUID SECURITIES
Each of the funds, except the Money Market Fund, may invest up to 15% of its net
assets in illiquid securities. The Money Market Fund may invest up to 10% of its
net assets in illiquid securities. Illiquid securities may include repurchase
agreements with a settlement date greater than seven days and restricted
securities deemed to be illiquid. The inability of the funds to dispose of such
securities in a timely manner and at a fair price at a time when it might be
necessary or advantageous to do so may harm the funds.
The funds may buy other types of securities or employ other portfolio management
techniques. Please refer to the Statement of Additional Information for more
detailed information about these and other investment techniques of the funds.
PRICING OF FUND SHARES
- --------------------------------------------------------------------------------
HOW IS THE SHARE PRICE DETERMINED?
Each fund calculates a share price for each class of its shares. The share price
is based on the net assets of the fund and the number of outstanding shares. In
general, each fund calculates net asset value by:
[arrow] adding the values of all securities and other assets of the fund,
[arrow] subtracting liabilities, and
[arrow] dividing by the total number of outstanding shares of the fund.
Asset Value: Each fund's investments are valued at market value. If market
quotations are not available, a fund determines a "fair value" for an investment
according to rules and procedures approved by the Trustees. Foreign and domestic
debt securities (other than short-term investments) are valued on the basis of
broker quotations or valuations provided by a pricing service approved by the
Trustees when such prices are believed to reflect the fair value of such
securities. Foreign and domestic equity securities are valued at the last sale
price or, if there has been no sale that day, at the last bid price, generally.
Short-term investments having a remaining maturity of sixty days or less are
valued at amortized cost, which the Trustees have determined approximates market
value.
Liabilities: Class specific expenses, distribution fees, service fees and other
liabilities that are deducted for the assets of each class. Expenses and
liabilities that are not class specific (such as
Phoenix Series Fund 39
<PAGE>
management fees) are allocated to each class in proportion to each class' net
assets, except where an alternative allocation can be more fairly made.
Net Asset Value: The liability allocated to a class plus any other expenses are
deducted from the proportionate interest of such class in the assets of a fund.
The resulting amount for each class is then divided by the number of shares
outstanding of that class to produce each class' net asset value per share.
The net asset value per share of each class of each fund is determined on days
when the New York Stock Exchange (the "NYSE") is open for trading as of the
close of trading (normally 4:00 PM eastern time). A fund will not calculate its
net asset values per share on days when the NYSE is closed for trading. If the
funds hold securities that are traded on foreign exchanges that trade on
weekends or other holidays when the funds do not price their shares, the net
asset value of the funds' shares may change on days when shareholders will not
be able to purchase or redeem the funds' shares.
AT WHAT PRICE ARE SHARES PURCHASED?
All investments received by the funds' authorized agents prior to the close of
regular trading on the NYSE (normally 4:00 PM eastern time) will be executed
based on that day's net asset value. Shares credited to your account from the
reinvestment of fund distributions will be in full and fractional shares that
are purchased at the closing net asset value on the next business day on which
the funds' net asset value is calculated following the dividend record date.
SALES CHARGES
- --------------------------------------------------------------------------------
WHAT ARE THE CLASSES AND HOW DO THEY DIFFER?
The Aggressive Growth Fund, the Balanced Fund and the Capital Growth Fund
presently offer two classes of shares, and the Core Bond Fund, the High Yield
Fund and the Money Market Fund presently offer three classes of shares. Each
class of shares has different sales and distribution charges (see "Fund
Expenses" previously in this prospectus). The funds have adopted distribution
and service plans allowed under Rule 12b-1 of the Investment Company Act of 1940
that authorize the funds to pay distribution and service fees for the sale of
their shares and for services provided to shareholders.
WHAT ARRANGEMENT IS BEST FOR YOU?
The different classes permit you to choose the method of purchasing shares that
is most beneficial to you. In choosing a class, consider the amount of your
investment, the length of time you expect to hold the shares, whether you decide
to receive distributions in cash or to reinvest them in additional shares, and
any other personal circumstances. Depending upon these considerations, the
accumulated distribution and service fees and contingent deferred
40 Phoenix Series Fund
<PAGE>
sales charges of one class may be more or less than the initial sales charge and
accumulated distribution and service fees of another class of shares bought at
the same time. Because distribution and service fees are paid out of the funds'
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.
CLASS A SHARES. If you purchase Class A Shares, you will pay a sales charge at
the time of purchase equal to 4.75% of the offering price (4.99% of the amount
invested). You will not pay a sales charge on purchases of Class A Shares of the
Money Market Fund. The sales charge may be reduced or waived under certain
conditions. Class A Shares are not subject to any charges by the fund when
redeemed. Class A Shares have lower distribution and service fees (0.25%) and
pay higher dividends than any other class.
CLASS B SHARES. If you purchase Class B Shares, you will not pay a sales charge
at the time of purchase. If you sell your Class B Shares within the first 5
years after they are purchased, you will pay a sales charge of up to 5% of your
shares' value. See "Deferred Sales Charge Alternative--Class B and C Shares"
below. This charge declines to 0% over a period of 5 years and may be waived
under certain conditions. Class B shares have higher distribution and service
fees (1.00% (0.75% for the Money Market Fund)) and pay lower dividends than
Class A Shares. Class B Shares automatically convert to Class A Shares eight
years after purchase. Purchase of Class B Shares may be inappropriate for any
investor who may qualify for reduced sales charges of Class A Shares and anyone
who is over 85 years of age. The underwriter may decline purchases in such
situations.
CLASS C SHARES. (Core Bond Fund, High Yield Fund and Money Market Fund only) If
you purchase Class C Shares, you will not pay a sales charge at the time of
purchase. If you sell your Class C Shares within the first year after they are
purchased, you will pay a sales charge of 1%. See "Deferred Sales Charge
Alternative--Class B and C Shares" below. Class C Shares have the same
distribution and service fees (1.00%) and pay comparable dividends as Class B
Shares. Class C Shares do not convert to any other class of shares of the fund.
INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES
The public offering price of Class A Shares is the net asset value plus a sales
charge that varies depending on the size of your purchase (see "Class A
Shares--Reduced Initial Sales Charges: Combination Purchase Privilege" in the
Statement of Additional Information). Shares purchased based on the automatic
reinvestment of income dividends or capital gains distributions are not subject
to any sales charges. The sales charge is divided between your investment dealer
and the fund's underwriter (Phoenix Equity Planning Corporation or "PEPCO").
Phoenix Series Fund 41
<PAGE>
SALES CHARGE YOU MAY PAY TO PURCHASE CLASS A SHARES
SALES CHARGE AS
A PERCENTAGE OF
------------------------------------------------
AMOUNT OF NET
TRANSACTION OFFERING AMOUNT
AT OFFERING PRICE PRICE INVESTED
- --------------------------------------------------------------------------------
Under $50,000 4.75% 4.99%
$50,000 but under $100,000 4.50 4.71
$100,000 but under $250,000 3.50 3.63
$250,000 but under $500,000 3.00 3.09
$500,000 but under $1,000,000 2.00 2.04
$1,000,000 or more None None
DEFERRED SALES CHARGE ALTERNATIVE--CLASS B AND C SHARES
Class B and C Shares are purchased without an initial sales charge; however,
shares sold within a specified time period are subject to a declining contingent
deferred sales charge ("CDSC") at the rates listed below. The sales charge will
be multiplied by the then current market value or the initial cost of the shares
being redeemed, whichever is less. No sales charge will be imposed on increases
in net asset value or on shares purchased through the reinvestment of income
dividends or capital gains distributions. To minimize the sales charge, shares
not subject to any charge will be redeemed first, followed by shares held the
longest time. To calculate the amount of shares owned and time period held, all
Class B Shares purchased in any month are considered purchased on the last day
of the preceding month, and all Class C Shares are considered purchased on the
trade date.
DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS B SHARES
Year 1 2 3 4 5 6+
- --------------------------------------------------------------------------------
CDSC 5% 4% 3% 2% 2% 0%
DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS C SHARES
(CORE BOND FUND, HIGH YIELD FUND AND MONEY MARKET FUND ONLY)
Year 1 2+
- --------------------------------------------------------------------------------
CDSC 1% 0%
42 Phoenix Series Fund
<PAGE>
YOUR ACCOUNT
- --------------------------------------------------------------------------------
OPENING AN ACCOUNT
Your financial advisor can assist you with your initial purchase as well as all
phases of your investment program. If you are opening an account by yourself,
please follow the instructions outlined below.
STEP 1.
Your first choice will be the initial amount you intend to invest.
Minimum INITIAL investments:
[arrow] $25 for individual retirement accounts, or accounts that use the
systematic exchange privilege, or accounts that use the
Investo-Matic program (see below for more information on the
Investo-Matic program).
[arrow] There is no initial dollar requirement for defined contribution
plans, profit-sharing plans, or employee benefit plans. There is
also no minimum for reinvesting dividends and capital gains into
another account.
[arrow] $500 for all other accounts.
Minimum ADDITIONAL investments:
[arrow] $25 for any account.
[arrow] There is no minimum for defined contribution plans, profit-sharing
plans, or employee benefit plans. There is also no minimum for
reinvesting dividends and capital gains into an existing account.
STEP 2.
Your second choice will be what class of shares to buy. The funds offer up to
three classes of shares for individual investors. Each has different sales and
distribution charges. Because all future investments in your account will be
made in the share class you choose when you open your account, you should make
your decision carefully. Your financial advisor can help you pick the share
class that makes the most sense for your situation.
STEP 3.
Your next choice will be how you want to receive any dividends and capital gain
distributions. Your options are:
[bullet] Receive both dividends and capital gain distributions in
additional shares;
[bullet] Receive dividends in additional shares and capital gains
distribution in cash;
Phoenix Series Fund 43
<PAGE>
[bullet] Receive dividends in cash and capital gain distributions
in additional shares; or
[bullet] Receive both dividends and capital gain distributions in
cash.
No interest will be paid on uncashed distribution checks.
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
--------------------------------- ---------------------------------------------
TO OPEN AN ACCOUNT
--------------------------------- ---------------------------------------------
Through a financial advisor Contact your advisor. Some advisors may
charge a fee and may set different minimum
investments or limitations on buying shares.
--------------------------------- ---------------------------------------------
Through the mail Complete a New Account Application and send
it with a check payable to the fund. Mail
them to: State Street Bank, P.O. Box 8301,
Boston, MA 02266-8301.
--------------------------------- ---------------------------------------------
By Federal Funds wire Call us at (800) 243-1574 (press 1, then 0).
--------------------------------- ---------------------------------------------
Through express delivery Complete a New Account Application and send
it with a check payable to the fund. Send
them to: Boston Financial Data Services,
Attn: Phoenix Funds, 66 Brooks Drive,
Braintree, MA 02184.
--------------------------------- ---------------------------------------------
By Investo-Matic Complete the appropriate section on the
application and send it with your initial
investment payable to the fund. Mail them
to: State Street Bank, P.O. Box 8301,
Boston, MA 02266-8301.
--------------------------------- ---------------------------------------------
By telephone exchange Call us at (800) 243-1574 (press 1, then 0).
--------------------------------- ---------------------------------------------
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
You have the right to have the funds buy back shares at the net asset value next
determined after receipt of a redemption order by the funds' Transfer Agent or
an authorized agent. In the case of a Class B or C Share redemption, you will be
subject to the applicable deferred sales charge, if any, for such shares.
Subject to certain restrictions, shares may be redeemed by telephone or in
writing. In addition, shares may be sold through securities dealers, brokers or
agents who may charge customary commissions or fees for their services. The
funds do not charge any redemption fees. Payment for shares redeemed is made
within seven days; however, redemption proceeds will not be disbursed until each
check used for purchases of shares has been cleared for payment by your bank,
which may take up to 15 days after receipt of the check.
44 Phoenix Series Fund
<PAGE>
- ---------------------------------- ---------------------------------------------
TO SELL SHARES
- ---------------------------------- ---------------------------------------------
Through a financial advisor Contact your advisor. Some advisors may
charge a fee and may set different minimums
on redemptions of accounts.
- ---------------------------------- ---------------------------------------------
Through the mail Send a letter of instruction and any share
certificates (if you hold certificate shares)
to: State Street Bank, P.O. Box 8301, Boston,
MA 02266-8301. Be sure to include the
registered owner's name, fund and account
number, number of shares or dollar value you
wish to sell.
- ---------------------------------- ---------------------------------------------
Through express delivery Send a letter of instruction and any share
certificates (if you hold certificate shares)
to: Boston Financial Data Services, Attn:
Phoenix Funds, 66 Brooks Drive, Braintree,
MA 02184. Be sure to include the registered
owner's name, fund and account number.
- ---------------------------------- ---------------------------------------------
By telephone For sales up to $50,000, requests can be made
by calling (800) 243-1574.
- ---------------------------------- ---------------------------------------------
By telephone exchange Call us at (800) 243-1574 (press 1, then 0).
- ---------------------------------- ---------------------------------------------
By Check (High Yield Fund, If you selected the checkwriting feature, you
Money Market Fund and may write checks for amounts of $500 or more.
U.S. Government Securities Checks may not be used to close an account.
Fund only.)
- ---------------------------------- ---------------------------------------------
THINGS YOU SHOULD KNOW WHEN SELLING SHARES
- --------------------------------------------------------------------------------
You may realize a taxable gain or loss (for federal income tax purposes) if you
redeem shares of the funds. Each fund reserves the right to pay large
redemptions "in-kind" (in securities owned by the fund rather than in cash).
Large redemptions are those over $250,000 or 1% of the funds' net assets.
Additional documentation will be required for redemptions by organizations,
fiduciaries, or retirement plans, or if redemption is requested by anyone but
the shareholder(s) of record. Transfers between broker-dealer "street" accounts
are governed by the accepting broker-dealer. Questions regarding this type of
transfer should be directed to your financial advisor. Redemption requests will
not be honored until all required documents in proper form have been received.
To avoid delay in redemption or transfer, shareholders having questions about
specific requirements should contact the funds' Transfer Agent at (800)
243-1574.
REDEMPTIONS BY MAIL
[arrow] If you are selling shares held individually, jointly, or as
custodian under the Uniform Gifts to Minors Act or Uniform Transfers
to Minors Act.
Send a clear letter of instructions if all of these apply:
[bullet] The proceeds do not exceed $50,000.
Phoenix Series Fund 45
<PAGE>
[bullet] The proceeds are payable to the registered owner at
the address on record.
Send a clear letter of instructions with a signature guarantee when
any of these apply:
[bullet] You are selling more than $50,000 worth of shares.
[bullet] The name or address on the account has changed within the
last 60 days.
[bullet] You want the proceeds to go to a different name or address
than on the account.
[arrow] If you are selling shares held in a corporate or fiduciary account,
please contact the funds' Transfer Agent at (800) 243-1574.
If required, the signature guarantee on your request must be made by an eligible
guarantor institution as defined by the funds' Transfer Agent in accordance with
its signature guarantee procedures. Currently, such procedures generally permit
guarantees by banks, broker dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies and savings
associations.
SELLING SHARES BY TELEPHONE
The Transfer Agent will use reasonable procedures to confirm that telephone
instructions are genuine. Address and bank account information are verified,
redemption instructions are taped, and all redemptions are confirmed in writing.
The individual investor bears the risk from instructions given by an
unauthorized third party that the Transfer Agent reasonably believed to be
genuine.
The Transfer Agent may modify or terminate the telephone redemption privilege at
any time with 60 days notice to shareholders.
During times of drastic economic or market changes, telephone redemptions may be
difficult to make or be temporarily suspended.
ACCOUNT POLICIES
- --------------------------------------------------------------------------------
ACCOUNT REINSTATEMENT PRIVILEGE
For 180 days after you sell your Class A, B or C shares, you can purchase Class
A Shares of any fund at net asset value, with no sales charge, by reinvesting
all or part of your proceeds, but not more. Send your written request to State
Street Bank, P.O. Box 8301, Boston, MA 02266-8301. You can call us at (800)
243-1574 for more information.
Please remember, a redemption and reinvestment are considered to be a sale and
purchase for tax-reporting purposes. Class B shareholders who have had the
contingent deferred sales
46 Phoenix Series Fund
<PAGE>
charge waived because they are in the Systematic Withdrawal Program are not
eligible for this reinstatement privilege.
REDEMPTION OF SMALL ACCOUNTS
Due to the high cost of maintaining small accounts, if your account balance is
less than $200, you may receive a notice requesting you to bring the balance up
to $200 within 60 days. If you do not, the shares in the account will be sold at
net asset value, and a check will be mailed to the address of record.
EXCHANGE PRIVILEGES
You should read the prospectus carefully before deciding to make an exchange.
You can obtain a prospectus from your financial advisor or by calling us at
(800) 243-4361 or accessing our Web site at www.phoenixinvestments.com.
[bullet] You may exchange shares for another fund in the same class of
shares; e.g., Class A for Class A.
[bullet] Exchanges may be made by phone ((800) 243-1574) or by mail (State
Street Bank, P.O. Box 8301, Boston, MA 02266-8301).
[bullet] The amount of the exchange must be equal to or greater than the
minimum initial investment required.
[bullet] The exchange of shares is treated as a sale and a purchase for
federal income tax purposes.
[bullet] Because excessive trading can hurt fund performance and harm
other shareholders, the funds reserve the right to temporarily or
permanently end exchange privileges or reject an order from
anyone who appears to be attempting to time the market, including
investors who request more than one exchange in any 30-day
period. The funds' underwriter has entered into agreements with
certain timing firms permitting them to exchange by telephone.
These privileges are limited, and the funds' distributor has the
right to reject or suspend them.
RETIREMENT PLANS
Shares of the funds may be used as investments under the following qualified
prototype retirement plans: traditional IRA, rollover IRA, SIMPLE IRA, Roth IRA,
401(k) plans, profit-sharing, money purchase plans, and 403(b) plans. For more
information, call (800) 243-4361.
Phoenix Series Fund 47
<PAGE>
INVESTOR SERVICES
- --------------------------------------------------------------------------------
INVESTO-MATIC is a systematic investment plan that allows you to have a
specified amount automatically deducted from your checking or savings account
and then deposited into your mutual fund account. Just complete the
Investo-Matic Section on the application and include a voided check.
SYSTEMATIC EXCHANGE allows you to automatically move money from one Phoenix Fund
to another on a monthly, quarterly, semiannual or annual basis. Shares of one
Phoenix Fund will be exchanged for shares of the same class of another fund at
the interval you select. To sign up, just complete the Systematic Exchange
Section on the application.
TELEPHONE EXCHANGE lets you exchange shares of one fund for the same class of
shares in another fund, using our customer service telephone service. See the
Telephone Exchange Section on the application.
SYSTEMATIC WITHDRAWAL PROGRAM allows you to periodically redeem a portion of
your account on a predetermined monthly, quarterly, semiannual, or annual basis.
Sufficient shares will be redeemed on the 15th of the month at the closing net
asset value so that the payment is made about the 20th of the month. The program
also provides for redemptions on or about the 10th, 15th, or 25th with proceeds
directed through Automated Clearing House (ACH) to your bank. The minimum
withdrawal is $25, and minimum account balance requirements continue.
Shareholders in the program must own fund shares worth at least $5,000.
48 Phoenix Series Fund
<PAGE>
TAX STATUS OF DISTRIBUTIONS
- --------------------------------------------------------------------------------
The funds plan to make distributions from net investment income at intervals
stated on the table below and to distribute net realized capital gains, if any,
at least annually.
- ------------------------------------------------------------------------
FUND DIVIDEND PAID
- ------------------------------------------------------------------------
Aggressive Growth Fund Semiannually
- ------------------------------------------------------------------------
Balanced Fund Quarterly
- ------------------------------------------------------------------------
Capital Growth Fund Semiannually
- ------------------------------------------------------------------------
Core Bond Fund Monthly
- ------------------------------------------------------------------------
High Yield Fund Monthly
- ------------------------------------------------------------------------
Money Market Fund Daily
- ------------------------------------------------------------------------
Distributions of short-term capital gains and net investment income are taxable
to shareholders as ordinary income. Long-term capital gains, if any, distributed
to shareholders and which are designated by a fund as capital gains
distributions, are taxable to shareholders as long-term capital gain
distributions regardless of the length of time you have owned your shares.
Unless you elect to receive distributions in cash, dividends and capital gain
distributions are paid in additional shares. All distributions, cash or
additional shares, are subject to federal income tax and may be subject to
state, local and other taxes.
Phoenix Series Fund 49
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
These tables are intended to help you understand the funds' financial
performance since inception. Certain information reflects financial results for
a single fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, independent accountants. Their report,
together with the funds' financial statements, are included in the funds' most
recent Annual Report, which is available upon request.
PHOENIX-DUFF & PHELPS CORE BOND FUND
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.83 $9.66 $9.47 $9.60 $8.88
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.59 0.59 0.55 0.52 0.55
Net realized and unrealized gain (loss) (0.78) 0.18 0.17 (0.15) 0.72
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS (0.19) 0.77 0.72 0.37 1.27
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.56) (0.57) (0.53) (0.50) (0.55)
Dividends from net realized gains -- -- -- -- --
In excess of net investment income (0.04) (0.03) -- -- --
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.60) (0.60) (0.53) (0.50) (0.55)
----- ----- ----- ----- -----
Change in net asset value (0.79) 0.17 0.19 (0.13) 0.72
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $9.04 $9.83 $9.66 $9.47 $9.60
===== ===== ===== ===== =====
Total return(1) (1.97)% 8.16% 7.85% 4.05% 14.81%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $144,923 $180,628 $182,250 $208,552 $235,879
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.04% 1.00% 0.98% 1.03% 0.99%
Net investment income 5.62% 5.46% 5.63% 5.55% 6.01%
Portfolio turnover 112% 290% 377% 379% 178%
</TABLE>
- ----------------
(1) Maximum sales load is not reflected in the total return calculation.
50 Phoenix Series Fund
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-DUFF & PHELPS CORE BOND FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
---------------------------------------------------------- ----------
FROM
INCEPTION
YEAR ENDED OCTOBER 31, 10/12/99 TO
1999 1998 1997 1996 1995 10/31/99
---- ---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.77 $9.60 $9.45 $9.58 $8.86 $8.96
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.51 0.52 0.47 0.44 0.48 0.03
Net realized and unrealized gain (loss) (0.78) 0.18 0.17 (0.14) 0.72 0.03
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS (0.27) 0.70 0.64 0.30 1.20 0.06
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.49) (0.51) (0.49) (0.43) (0.48) (0.03)
Dividends from net realized gains -- -- -- -- -- --
In excess of net investment income (0.04) (0.02) -- -- -- --
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.53) (0.53) (0.49) (0.43) (0.48) (0.03)
----- ----- ----- ----- ----- -----
Change in net asset value (0.80) 0.17 0.15 (0.13) 0.72 0.03
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $8.97 $9.77 $9.60 $9.45 $9.58 $8.99
===== ===== ===== ===== ===== =====
Total return(1) (2.77)% 7.48% 6.94% 3.39% 13.82% 0.53%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $11,737 $12,902 $5,321 $4,875 $3,655 $101
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.79% 1.75% 1.71% 1.78% 1.73% 1.37%(2)
Net investment income 4.89% 4.74% 4.91% 4.79% 5.23% 4.97%(2)
Portfolio turnover 112% 290% 377% 379% 178% 112%
</TABLE>
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $13.72 $17.20 $16.84 $16.51 $13.33
INCOME FROM INVESTMENT OPERATIONS(5)
Net investment income (loss) (0.08)(4) (0.03) (0.08)(4) (0.13)(4) 0.06(4)
Net realized and unrealized gain (loss) 10.90 0.04 2.95 2.64 4.21
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 10.82 0.01 2.87 2.51 4.27
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- (0.02) (0.19)
Dividends from net realized gains -- (3.46) (2.51) (2.16) (0.90)
In excess of net realized gains -- (0.03) -- -- --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- (3.49) (2.51) (2.18) (1.09)
------ ------ ------ ------ ------
Change in net asset value 10.82 (3.48) 0.36 0.33 3.18
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $24.54 $13.72 $17.20 $16.84 $16.51
====== ====== ====== ====== ======
Total return(1) 78.94% 0.38% 19.67% 17.43% 35.14%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $378,427 $222,149 $246,002 $233,488 $180,288
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.19%(6) 1.21 1.20% 1.20% 1.29%
Net investment income (0.41)% (0.18)% (0.53)% (0.81)% 0.43%
Portfolio turnover 167% 176% 518% 401% 331%
</TABLE>
- ----------------
(1)Maximum sales load is not reflected in the total return calculation.
(2)Annualized.
(3)Not annualized.
(4)Computed using average shares outstanding.
(5)Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
(6)For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees;
if expense offsets were included, the ratio would be 1.18%.
Phoenix Series Fund 51
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $13.18 $16.76 $16.57 $16.38 $13.31
INCOME FROM INVESTMENT OPERATIONS(3)
Net investment income (loss) (0.22)(2) (0.12) (0.20)(2) (0.25)(2) (0.12)(2)
Net realized and unrealized gain (loss) 10.44 0.03 2.90 2.60 4.26
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 10.22 (0.09) 2.70 2.35 4.14
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- (0.17)
Dividends from net realized gains -- (3.46) (2.51) (2.16) (0.90)
In excess of net realized gains -- (0.03) -- -- --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- (3.49) (2.51) (2.16) (1.07)
------ ------ ------ ------ ------
Change in net asset value 10.22 (3.58) 0.19 0.19 3.07
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $23.40 $13.18 $16.76 $16.57 $16.38
====== ====== ====== ====== ======
Total return(1) 77.54% (0.28)% 18.70% 16.52% 34.15%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $27,334 $14,157 $13,611 $10,466 $2,393
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.94%(4) 1.96% 1.96% 1.95% 2.04%
Net investment income (loss) (1.16)% (0.93)% (1.28)% (1.57)% (0.83)%
Portfolio turnover 167% 176% 518% 401% 331%
</TABLE>
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $24.95 $27.83 $26.87 $24.92 $21.24
INCOME FROM INVESTMENT OPERATIONS(3)
Net investment income (loss) (0.06)(2) (0.06)(2) 0.14(2) 0.20(2) 0.26
Net realized and unrealized gain (loss) 7.06 2.73 5.62 3.63 4.53
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 7.00 2.67 5.76 3.83 4.79
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- (0.21) (0.25) (0.30)
Dividends from net realized gains (2.39) (5.55) (4.59) (1.63) (0.81)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (2.39) (5.55) (4.80) (1.88) (1.11)
------ ------ ------ ------ ------
Capital contribution from Adviser 0.05 -- -- -- --
------ ------ ------ ------ ------
Change in net asset value 4.66 (2.88) 0.96 1.95 3.68
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $29.61 $24.95 $27.83 $26.87 $24.92
====== ====== ====== ====== ======
Total return(1) 29.76%(5) 12.26% 24.81% 16.34% 23.91%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,819,742 $2,434,217 $2,518,289 2,347,471 2,300,251
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.07%(6) 1.08% 1.10% 1.17% 1.20%
Net investment income (loss) (0.23)% (0.22)% 0.53% 0.80% 0.92%
Portfolio turnover 100% 110% 196% 116% 109%
</TABLE>
- ----------------
(1)Maximum sales load is not reflected in the total return calculation.
(2)Computed using average shares outstanding.
(3)Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
(4)For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees;
if expense offsets were included, the ratio would be 1.93%.
(5)Total return includes the effect of a capital contribution from the Adviser.
Without this contribution total return would have been 29.54%.
(6)For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees;
if expense offsets were included, the ratios would not significantly differ.
52 Phoenix Series Fund
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
CLASS B
-------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $24.40 $27.51 $26.63 $24.74 $21.19
INCOME FROM INVESTMENT OPERATIONS(3)
Net investment income (loss) (0.26)(2) (0.24)(2) (0.06)(2) --(2) --(2)
Net realized and unrealized gain (loss) 6.88 2.68 5.57 3.61 4.60
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 6.62 2.44 5.51 3.61 4.60
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- (0.04) (0.09) (0.24)
Dividends from net realized gains (2.39) (5.55) (4.59) (1.63) (0.81)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (2.39) (5.55) (4.63) (1.72) (1.05)
------ ------ ------ ------ ------
Capital contribution from Adviser 0.05 -- -- -- --
------ ------ ------ ------ ------
Change in net asset value 4.28 (3.11) 0.88 1.89 3.55
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $28.68 $24.40 $27.51 $26.63 $24.74
====== ====== ====== ====== ======
Total return(1) 28.80%(4) 11.41% 23.89% 15.48% 23.02%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $97,963 $76,060 $68,022 $45,326 $20,111
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.82%(5) 1.83% 1.85% 1.93% 1.97%
Net investment income (loss) (0.99)% (0.97)% (0.25)% 0.01% 0.01%
Portfolio turnover 100% 110% 196% 116% 109%
</TABLE>
PHOENIX-GOODWIN HIGH YIELD FUND
<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.55 $9.09 $8.63 $8.17 $8.11
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.76 0.83 0.80 0.78 0.80
Net realized and unrealized gain (loss) -- (1.56) 0.46 0.46 0.04
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.76 (0.73) 1.26 1.24 0.84
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.78) (0.81) (0.80) (0.78) (0.78)
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.78) (0.81) (0.80) (0.78) (0.78)
----- ----- ----- ----- -----
Change in net asset value (0.02) (1.54) 0.46 0.46 0.06
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $7.53 $7.55 $9.09 $8.63 $8.17
===== ===== ===== ===== =====
Total return(1) 10.16% (8.97)% 15.03% 15.95% 11.19%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $391,057 $427,659 $532,906 $501,265 $507,855
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.16%(6) 1.12% 1.11% 1.17% 1.21%
Net investment income 9.71% 9.13% 8.76% 9.21% 10.01%
Portfolio turnover 73% 103% 167% 162% 147%
</TABLE>
- ----------------
(1)Maximum sales load is not reflected in the total return calculation.
(2)Computed using average shares outstanding.
(3)Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
(4)Total return includes the effect of a capital contribution from the Adviser.
Without this contribution total return would have been 28.58%.
(5)For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees;
if expense offsets were included, the ratios would not significantly differ.
(6)For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees;
if expense offsets were included, the ratio would have been 1.15%.
Phoenix Series Fund 53
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-GOODWIN HIGH YIELD FUND
<TABLE>
<CAPTION>
CLASS B
------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.52 $9.07 $8.63 $8.19 $8.13
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.70 0.76 0.73 0.71 0.72
Net realized and unrealized gain (loss) 0.01 (1.55) 0.46 0.45 0.07
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.71 (0.79) 1.19 1.16 0.79
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.72) (0.76) (0.75) (0.72) (0.73)
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.72) (0.76) (0.75) (0.72) (0.73)
----- ----- ----- ----- -----
Change in net asset value (0.01) (1.55) 0.44 0.44 0.06
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $7.51 $7.52 $9.07 $8.63 $8.19
===== ===== ===== ===== =====
Total return(1) 9.37% (9.61)% 14.18% 14.88% 10.44%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $59,547 $61,026 $52,184 $25,595 $12,331
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.91%(4) 1.88% 1.86% 1.92% 1.97%
Net investment income (loss) 8.94% 8.46% 8.00% 8.47% 9.18%
Portfolio turnover 73% 103% 167% 162% 147%
</TABLE>
PHOENIX-GOODWIN HIGH YIELD FUND
<TABLE>
<CAPTION>
CLASS C
----------------------
FROM
INCEPTION
YEAR ENDED 2/27/98 TO
10/31/99 10/31/98
-------- --------
<S> <C> <C>
Net asset value, beginning of period $7.54 $9.31
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.71 0.50
Net realized and unrealized gain (loss) -- (1.76)
----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.71 (1.26)
----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.72) (0.51)
----- -----
TOTAL DISTRIBUTIONS (0.72) (0.51)
----- -----
Change in net asset value (0.01) (1.77)
----- -----
NET ASSET VALUE, END OF PERIOD $7.53 $7.54
===== =====
Total return(1) 9.38% (14.09)%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,052 $1,669
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.91%(4) 1.88%(2)
Net investment income (loss) 8.85% 8.94%(2)
Portfolio turnover 73% 103%
- ----------------
</TABLE>
(1)Maximum sales load is not reflected in the total return calculation.
(2)Annualized.
(3)Not annualized.
(4)For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees;
if expense offsets were included, the ratio would not significantly differ.
54 Phoenix Series Fund
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-GOODWIN MONEY MARKET FUND
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.044 0.049 0.048 0.047 0.053
------- ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.044 0.049 0.048 0.047 0.053
------- ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.044) (0.049) (0.048) (0.047) (0.053)
------- ------ ------ ------ ------
Change in net asset value -- -- -- -- --
------- ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
======= ====== ====== ====== ======
Total return 4.47% 5.00% 4.76% 4.67% 5.32%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $205,066 $195,292 $188,695 $192,859 $193,534
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 0.77%(3) 0.73% 0.79% 0.84% 0.71%
Net investment income 4.41% 4.90% 4.76% 4.68% 5.31%
</TABLE>
PHOENIX-GOODWIN MONEY MARKET FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
----------------------------------------------------------- -----------
FROM
INCEPTION
YEAR ENDED OCTOBER 31, 10/12/99 TO
1999 1998 1997 1996 1995 10/31/99
---- ---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.036 0.041 0.040 0.039 0.046 0.003
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.036 0.041 0.040 0.039 0.046 0.003
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.036) (0.041) (0.040) (0.039) (0.046) (0.003)
------ ------ ------ ------ ------ ------
Change in net asset value -- -- -- -- -- --
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ====== ======
Total return 3.69% 4.22% 4.02% 3.93% 4.63% 0.19%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $20,054 $19,978 $15,013 $10,223 $8,506 $145
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.52%(3) 1.48% 1.55% 1.59% 1.44% 1.82%(1)(3)
Net investment income 3.66% 4.15% 4.02% 3.92% 4.62% 3.95%(1)
</TABLE>
- ----------------
(1)Annualized.
(2)Not Annualized.
(3)For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees;
if expense offsets were included, the ratio would not significantly differ.
Phoenix Series Fund 55
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-OAKHURST BALANCED FUND
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.29 $18.07 $17.56 $17.04 $15.23
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.40 0.42 0.48 0.48 0.52
Net realized and unrealized gain (loss) 2.25 0.90 2.38 1.46 1.80
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.65 1.32 2.86 1.94 2.32
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.39) (0.40) (0.48) (0.49) (0.51)
Dividends from net realized gains (0.63) (2.70) (1.87) (0.93) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.02) (3.10) (2.35) (1.42) (0.51)
------ ------ ------ ----- ------
Change in net asset value 1.63 (1.78) 0.51 0.52 1.81
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $17.92 $16.29 $18.07 $17.56 $17.04
====== ====== ====== ====== ======
Total return(1) 16.73% 8.68% 18.04% 12.03% 15.52%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,561,026 $1,548,475 $1,702,385 $1,897,306 $2,345,440
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 0.97%(2) 0.97% 0.98% 1.01% 1.02%
Net investment income 2.19% 2.41% 2.65% 2.74% 3.27%
Portfolio turnover 57% 138% 206% 191% 197%
</TABLE>
PHOENIX-OAKHURST BALANCED FUND
<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.25 $18.04 $17.54 $17.01 $15.23
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.27 0.30 0.35 0.35 0.40
Net realized and unrealized gain (loss) 2.24 0.90 2.37 1.47 1.80
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.51 1.20 2.72 1.82 2.20
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.28) (0.29) (0.35) (0.36) (0.42)
Dividends from net realized gains (0.63) (2.70) (1.87) (0.93) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.91) (2.99) (2.22) (1.29) (0.42)
------ ------ ------ ------ ------
Change in net asset value 1.60 (1.79) 0.50 0.53 1.78
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $17.85 $16.25 $18.04 $17.54 $17.01
====== ====== ====== ====== ======
Total return(1) 15.84% 7.91% 17.13% 11.24% 14.68%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $38,613 $32,988 $30,216 $26,209 $16,971
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.72%(2) 1.72% 1.73% 1.76% 1.78%
Net investment income 1.45% 1.66% 1.90% 1.96% 2.46%
Portfolio turnover 57% 138% 206% 191% 197%
</TABLE>
- ----------------
(1)Maximum sales load is not reflected in the total return calculation.
(2)For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees;
if expense offsets were included, the ratio would not significantly differ.
56 Phoenix Series Fund
<PAGE>
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
The funds have filed a Statement of Additional Information about the funds,
dated February 28, 2000 with the Securities and Exchange Commission. The
Statement contains more detailed information about the funds. It is incorporated
into this prospectus by reference and is legally part of the prospectus. You may
obtain a free copy of the Statement:
[arrow] by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200 or
[arrow] by calling (800) 243-4361.
You may also obtain information about the funds from the Securities and Exchange
Commission:
[arrow] through its internet site (http://www.sec.gov),
[arrow] by visiting its Public Reference Room in Washington, DC,
[arrow] by writing to its Public Reference Section, Washington, DC 20549-0102
(a fee may be charged), or
[arrow] by electronic request at [email protected] (a fee may be charged).
Information about the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
SHAREHOLDER REPORTS
The funds semiannually mail to shareholders detailed reports containing
information about each fund's investments. The funds' Annual Report contains a
detailed discussion of the market conditions and investment strategies that
significantly affected the funds' performance from November 1 through October
31. You may request a free copy of the funds' Annual and Semiannual Reports:
[arrow] by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200 or
[arrow] by calling (800) 243-4361.
CUSTOMER SERVICE: (800) 243-1574
MARKETING: (800) 243-4361
TELEPHONE ORDERS: (800) 367-5877
TELECOMMUNICATION DEVICE (TTY): (800) 243-1926
<TABLE>
<CAPTION>
<S> <C>
SEC File Nos. 2-14069 and 811-810 [recycle logo] Printed on recycled paper using soybean ink
</TABLE>
Phoenix Series Fund 57
<PAGE>
PHOENIX EQUITY PLANNING CORPORATION
PO Box 2200
Enfield CT 06083-2200
[logo] Phoenix
Investment Partners, Ltd.
For more information about
Phoenix mutual funds, please call
your financial representative or
contact us at 1-800-243-4361 or
www.phoenixinvestments.com.
PXP 393 (2/00)
<PAGE>
PHOENIX-DUFF & PHELPS CORE BOND FUND
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
PHOENIX-GOODWIN HIGH YIELD FUND
PHOENIX-GOODWIN MONEY MARKET FUND
PHOENIX-OAKHURST BALANCED FUND
101 Munson Street
Greenfield, Massachusetts 01301
STATEMENT OF ADDITIONAL INFORMATION
February 28, 2000
This Statement of Additional Information is not the Prospectus but expands
upon and supplements the information contained in the current Prospectus of
Phoenix Series Fund (the "Trust"), dated February 28, 2000 and should be read in
conjunction with it. The Trust's Prospectus may be obtained by calling Phoenix
Equity Planning Corporation ("Equity Planning") at (800) 243-4361, or by writing
to Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301, Boston,
MA 02266-8301.
TABLE OF CONTENTS
PAGE
The Trust................................................................... 1
Investment Policies......................................................... 1
Investment Restrictions..................................................... 8
Performance Information..................................................... 9
Performance Comparisons..................................................... 11
Portfolio Turnover.......................................................... 11
Portfolio Transactions and Brokerage........................................ 11
The Investment Adviser...................................................... 12
Net Asset Value............................................................. 14
How to Buy Shares........................................................... 15
Alternative Purchase Arrangements........................................... 15
Purchases of Shares of the Money Market Fund............................. 16
Investor Account Services................................................... 18
How to Redeem Shares........................................................ 19
Tax-Sheltered Retirement Plans.............................................. 20
Dividends, Distributions And Taxes.......................................... 21
The Distributor............................................................. 22
Distribution Plans.......................................................... 23
Management of the Trust..................................................... 24
Other Information........................................................... 33
Customer Service: (800) 243-1574
Sales Information: (800) 243-4361
Telephone Orders: (800) 367-5877
Telecommunication Device TTY: (800) 243-1926
PXP427B (02/00)
<PAGE>
THE TRUST
Phoenix Series Fund (the "Trust") is a diversified open-end management
investment company that was organized under Massachusetts law in 1958 as a
business trust. The trust presently comprises six series: the Phoenix-Duff &
Phelps Core Bond Fund (the "Bond Fund") (formerly, the U.S. Government
Securities Fund), Phoenix-Engemann Aggressive Growth Fund (the "Aggressive
Growth Fund"); Phoenix-Engemann Capital Growth Fund (the "Growth Fund");
Phoenix-Goodwin High Yield Fund (the "High Yield Fund"); Phoenix-Goodwin Money
Market Fund (the "Money Market Fund"); and Phoenix-Oakhurst Balanced Fund (the
"Balanced Fund"); each a "Fund" and, collectively, the "Funds."
INVESTMENT POLICIES
The investment objectives and policies of each Fund are described in the
Prospectus. The following information supplements the information contained in
the Prospectus.
MONEY MARKET INSTRUMENTS. Certain money market instruments used extensively
by the Money Market Fund, and to a lesser extent by the other Funds, are
described below.
REPURCHASE AGREEMENTS. Repurchase Agreements are agreements by which a Fund
purchases a security and obtains a simultaneous commitment from the seller (a
member bank of the Federal Reserve System or, to the extent permitted by the
Investment Company Act of 1940, a recognized securities dealer) that the seller
will repurchase the security at an agreed upon price and date. The resale price
is in excess of the purchase price and reflects an agreed upon market rate
unrelated to the coupon rate on the purchased security.
A repurchase transaction is usually accomplished either by crediting the
amount of securities purchased to the account of the custodian of the Trust
maintained in a central depository of book-entry system or by physical delivery
of the securities to the Trust's custodian in return for delivery of the
purchase price to the seller. Repurchase transactions are intended to be
short-term transactions with the seller repurchasing the securities, usually
within seven days.
Even though repurchase transactions usually do not impose market risks on the
purchasing Fund, if the seller of the repurchase agreement defaults and does not
repurchase the underlying securities, the Fund might incur a loss if the value
of the underlying securities declines, and disposition costs may be incurred in
connection with liquidating the underlying securities. In addition, if
bankruptcy proceedings are commenced regarding the seller, realization upon the
underlying securities may be delayed or limited, and a loss may be incurred if
the underlying securities decline in value.
CERTIFICATES OF DEPOSIT. Certificates of deposit are generally short-term,
interest-bearing negotiable certificates issued by banks or savings and loan
associations against funds deposited in the issuing institution.
TIME DEPOSITS. Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which a
negotiable certificate is not received.
BANKERS' ACCEPTANCES. A bankers' acceptance is a time draft drawn on a
commercial bank by a borrower usually in connection with an international
commercial transaction (to finance the import, export, transfer or storage of
goods). The borrower, as well as the bank, is liable for payment, and the bank
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity.
COMMERCIAL PAPER. Commercial paper refers to short-term, unsecured promissory
notes issued by corporations to finance short-term credit needs. Commercial
paper is usually sold on a discount basis and has a maturity at the time of
issuance not exceeding nine months.
CORPORATE DEBT SECURITIES. Corporate debt securities with a remaining
maturity of less than one year tend to become extremely liquid and are traded as
money market securities.
U.S. GOVERNMENT OBLIGATIONS. Securities issued or guaranteed as to principal
and interest by the United States Government include a variety of Treasury
securities, which differ only in their interest rates, maturities, and times of
issuance. Treasury bills have maturities of one year or less. Treasury notes
have maturities of one to ten years, and Treasury bonds generally have
maturities of greater than ten years.
Agencies of the United States Government which issue or guarantee obligations
include, among others, Export-Import Banks of the United States, Farmers Home
Administration, Federal Housing Administration, Government National Mortgage
Association, Maritime Administration, Small Business Administration and The
Tennessee Valley Authority. Obligations of instrumentalities of the United
States Government include securities issued or guaranteed by, among others, the
Federal National Mortgage Association, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Banks for
Cooperatives, and the U.S. Postal Service. Some of these securities are
supported by the full faith and credit of
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the U.S. Government; others are supported by the right of the issuer to borrow
from the Treasury, while still others are supported only by the credit of the
instrumentality.
SECURITIES AND INDEX OPTIONS. All Funds, except the Money Market Fund and
Bond Fund, may write covered call options and purchase call and put options.
Options and the related risks are summarized below.
WRITING AND PURCHASING OPTIONS. The exercise price of a call option written
by a Fund may be below, equal to or above the current market value of the
underlying security or securities index at the time the option is written. Call
options written by a Fund normally will have expiration dates between three and
nine months from the date written. During the option period a Fund may be
assigned an exercise notice by the broker-dealer through which the call option
was sold, requiring the Fund to deliver the underlying security (or cash in the
case of securities index calls) against payment of the exercise price. This
obligation is terminated upon the expiration of the option period or at such
earlier time as the Fund effects a closing purchase transaction. A closing
purchase transaction cannot be effected with respect to an option once the Fund
has received an exercise notice.
A multiplier for an index option performs a function similar to the unit of
trading for an option on an individual security. It determines the total dollar
value per contract of each point between the exercise price of the option and
the current level of the underlying index. A multiplier of 100 means that a
one-point difference will yield $100. Options on different indices may have
different multipliers.
Securities indices for which options are currently traded include the
Standard & Poor's 100 and 500 Composite Stock Price Indices, Computer/Business
Equipment Index, Major Market Index, Amex Market Value Index, Computer
Technology Index, Oil and Gas Index, NYSE Options Index, Gaming/Hotel Index,
Telephone Index, Transportation Index, Technology Index, and Gold/ Silver Index.
A Fund may write call options and purchase call and put options on any other
indices traded on a recognized exchange.
Closing purchase transactions will ordinarily be effected to realize a profit
on an outstanding call option written by a Fund, to prevent an underlying
security from being called, or to enable a Fund to write another call option
with either a different exercise price or expiration date or both. A Fund may
realize a net gain or loss from a closing purchase transaction, depending upon
whether the amount of the premium received on the call option is more or less
than the cost of effecting the closing purchase transaction. If a call option
written by a Fund expires unexercised, a Fund will realize a gain in the amount
of the premium on the option less the commission paid.
The option activities of a Fund may increase its portfolio turnover rate and
the amount of brokerage commissions paid. A Fund will pay a commission each time
it purchases or sells a security in connection with the exercise of an option.
These commissions may be higher than those which would apply to purchases and
sales of securities directly.
LIMITATIONS ON OPTIONS. A Fund may write call options only if they are
covered and if they remain covered so long as a Fund is obligated as a writer.
If a Fund writes a call option on an individual security, a Fund will own the
underlying security at all times during the option period. A Fund will write
call options on indices only to hedge in an economically appropriate way
portfolio securities which are not otherwise hedged with options or financial
futures contracts. Call options on securities indices written by a Fund will be
"covered" by identifying the specific portfolio securities being hedged.
To secure the obligation to deliver the underlying security, the writer of a
covered call option on an individual security is required to deposit the
underlying security or other assets in escrow with the broker in accordance with
clearing corporation and exchange rules. In the case of an index call option
written by a Fund, a Fund will be required to deposit qualified securities. A
"qualified security" is a security against which a Fund has not written a call
option and which has not been hedged by a Fund by the sale of a financial
futures contract. If at the close of business on any day the market value of the
qualified securities falls below 100% of the current index value times the
multiplier times the number of contracts, a Fund will deposit an amount of cash
or liquid assets equal in value to the difference. In addition, when a Fund
writes a call on an index which is "in-the-money" at the time the call is
written, a Fund will segregate with its custodian bank cash or liquid assets
equal in value to the amount by which the call is "in-the-money" times the
multiplier times the number of contracts. Any amount segregated may be applied
to a Fund's obligation to segregate additional amounts in the event that the
market value of the qualified securities falls below 100% of the current index
value times the multiplier times the number of contracts.
A Fund may invest up to 2% of its total assets in exchange-traded call and
put options. A Fund may sell a call option or a put option which it has
previously purchased prior to the purchase (in the case of a call) or the sale
(in the case of a put) of the underlying security. Any such sale of a call
option or a put option would result in a net gain or loss, depending on whether
the amount received on the sale is more or less than the premium and other
transaction costs paid.
In connection with a Fund qualifying as a regulated investment company under
the Internal Revenue Code, other restrictions on a Fund's ability to enter into
option transactions may apply from time to time. See "Dividends, Distributions
and Taxes."
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RISKS RELATING TO OPTIONS. During the option period, the writer of a call
option has, in return for the premium received on the option, given up the
opportunity for capital appreciation above the exercise price should the market
price of the underlying security increase, but has retained the risk of loss
should the price of the underlying security decline. The writer has no control
over the time when it may be required to fulfill its obligation as a writer of
the option.
The risk of purchasing a call option or a put option is that a Fund may lose
the premium it paid plus transaction costs. If a Fund does not exercise the
option and is unable to close out the position prior to expiration of the
option, it will lose its entire investment.
An option position may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although a Fund will write
and purchase options only when the Adviser believes that a liquid secondary
market will exist for options of the same series, there can be no assurance that
a liquid secondary market will exist for a particular option at a particular
time and that a Fund if it so desires, can close out its position by effecting a
closing transaction. If the writer of a covered call option is unable to effect
a closing purchase transaction, it cannot sell the underlying security until the
option expires or the option is exercised. Accordingly, a covered call writer
may not be able to sell the underlying security at a time when it might
otherwise be advantageous to do so.
Possible reasons for the absence of a liquid secondary market on an exchange
include the following: (i) insufficient trading interest in certain options;
(ii) restrictions on transactions imposed by an exchange; (iii) trading halts,
suspensions or other restrictions imposed with respect to particular classes or
series of options or underlying securities; (iv) inadequacy of the facilities of
an exchange or the clearing corporation to handle trading volume; and (v) a
decision by one or more exchanges to discontinue the trading of options or
impose restrictions on orders.
Each exchange has established limitations governing the maximum number of
call options, whether or not covered, which may be written by a single investor
acting alone or in concert with others (regardless of whether such options are
written on the same or different exchanges or are held or written on one or more
accounts or through one or more brokers). An exchange may order the liquidation
of positions found to be in violation of these limits and it may impose other
sanctions or restrictions. The Adviser believes that the position limits
established by the exchanges will not have any adverse impact upon a Fund or all
of the Funds, in the aggregate.
RISKS OF OPTIONS ON INDICES. Because the value of an index option depends
upon movements in the level of the index rather than movements in the price of a
particular security, whether a Fund will realize a gain or loss on the purchase
or sale of an option on an index depends upon movements in the level of prices
in the market generally or in an industry or market segment rather than upon
movements in the price of an individual security. Accordingly, successful use by
a Fund of options on indices will be subject to the Adviser's ability to
correctly predict movements in the direction of the market generally or in the
direction of a particular industry. This requires different skills and
techniques than predicting changes in the prices of individual securities.
Index prices may be distorted if trading of certain securities included in
the index is interrupted. Trading in index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number of
securities included in the index. If this occurred, a Fund would not be able to
close out options which it had written or purchased and, if restrictions on
exercise were imposed, might be unable to exercise an option it purchased, which
would result in substantial losses to a Fund. However, it is the Trust's policy
to write or purchase options only on indices which include a sufficient number
of securities so that the likelihood of a trading halt in the index is
minimized.
Because the exercise of an index option is settled in cash, an index call
writer cannot determine the amount of its settlement obligation in advance and,
unlike call writing on portfolio securities, cannot provide in advance for its
potential settlement obligation by holding the underlying securities.
Consequently, a Fund will write call options on indices only subject to the
limitations described above.
Price movements in securities in a Fund's portfolio will not correlate
perfectly with movements in the level of the index and, therefore, a Fund bears
the risk that the price of the securities held by the Fund may not increase as
much as the level of the index. In this event, the Fund would bear a loss on the
call which would not be completely offset by movements in the prices of a Fund's
portfolio securities. It is also possible that the index may rise when the value
of a Fund's portfolio securities does not. If this occurred, the Fund would
experience a loss on the call which would not be offset by an increase in the
value of its portfolio and might also experience a loss in the market value of
portfolio securities.
Unless a Fund has other liquid assets which are sufficient to satisfy the
exercise of a call on an index, a Fund will be required to liquidate portfolio
securities in order to satisfy the exercise. Because an exercise must be settled
within hours after receiving the notice of exercise, if a Fund fails to
anticipate an exercise, it may have to borrow from a bank (in an amount not
exceeding 10% of a Fund's total assets) pending settlement of the sale of
securities in its portfolio and pay interest on such borrowing.
When a Fund has written a call on an index, there is also a risk that the
market may decline between the time a Fund has the call exercised against it, at
a price which is fixed as of the closing level of the index on the date of
exercise, and the time a Fund is able to sell securities in its portfolio. As
with options on portfolio securities, a Fund will not learn that a call has been
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exercised until the day following the exercise date but, unlike a call on a
portfolio security where a Fund would be able to deliver the underlying security
in settlement, a Fund may have to sell part of its portfolio securities in order
to make settlement in cash, and the price of such securities might decline
before they could be sold.
If a Fund exercises a put option on an index which it has purchased before
final determination of the closing index value for that day, it runs the risk
that the level of the underlying index may change before closing. If this change
causes the exercised option to fall "out-of-the-money" a Fund will be required
to pay the difference between the closing index value and the exercise price of
the option (multiplied by the applicable multiplier) to the assigned writer.
Although a Fund may be able to minimize this risk by withholding exercise
instructions until just before the daily cutoff time or by selling rather than
exercising an option when the index level is close to the exercise price, it may
not be possible to eliminate this risk entirely because the cutoff times for
index options may be earlier than those fixed for other types of options and may
occur before definitive closing index values are announced.
FINANCIAL FUTURES CONTRACTS AND RELATED OPTIONS. All of the Funds except the
Money Market Fund and the Bond Fund may use financial futures contracts and
related options to hedge against changes in the market value of its portfolio
securities or securities which it intends to purchase. Hedging is accomplished
when an investor takes a position in the futures market opposite to his cash
market position. There are two types of hedges, long (or buying) and short (or
selling) hedges. Historically, prices in the futures market have tended to move
in concert with cash market prices, and prices in the futures market have
maintained a fairly predictable relationship to prices in the cash market. Thus,
a decline in the market value of securities in a Fund's portfolio may be
protected against to a considerable extent by gains realized on futures
contracts sales. Similarly, it is possible to protect against an increase in the
market price of securities which a Fund may wish to purchase in the future by
purchasing futures contracts.
A Fund may purchase or sell any financial futures contracts which are traded
on a recognized exchange or board of trade. Financial futures contracts consist
of interest rate futures contracts and securities index futures contracts. A
public market presently exists in interest rate futures contracts covering
long-term U.S. Treasury bonds, U.S. Treasury notes, three-month U.S. Treasury
bills and GNMA certificates. Securities index futures contracts are currently
traded with respect to the Standard & Poor's 500 Composite Stock Price Index and
such other broad-based stock market indices as the New York Stock Exchange
Composite Stock Index and the Value Line Composite Stock Price Index. A clearing
corporation associated with the exchange or board of trade on which a financial
futures contract trades assumes responsibility for the completion of
transactions and also guarantees that open futures contracts will be performed.
In contrast to the situation when a Fund purchases or sells a security, no
security is delivered or received by a Fund upon the purchase or sale of a
financial futures contract. Initially, a Fund will be required to deposit in a
pledged account with its custodian cash, U.S. Government obligations or fully
paid marginable securities. This amount is known as initial margin and is in the
nature of a performance bond or good faith deposit on the contract. The current
initial margin deposit required per contract is approximately 5% of the contract
amount. Brokers may establish deposit requirements higher than this minimum.
Subsequent payments, called variation margin, will be made to and from the
account on a daily basis as the price of the futures contract fluctuates. This
process is known as marking to market.
The writer of an option on a futures contract is required to deposit margin
pursuant to requirements similar to those applicable to futures contracts. Upon
exercise of an option on a futures contract, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated balance in the writer's margin
account. This amount will be equal to the amount by which the market price of
the futures contract at the time of exercise exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the option on the
futures contract.
Although financial futures contracts by their terms call for actual delivery
or acceptance of securities, in most cases the contracts are closed out before
the settlement date without the making or taking of delivery. Closing out is
accomplished by effecting an offsetting transaction. A futures contract sale is
closed out by effecting a futures contract purchase for the same aggregate
amount of securities and the same delivery date. If the sale price exceeds the
offsetting purchase price, the seller immediately would be paid the difference
and would realize a gain. If the offsetting purchase price exceeds the sale
price, the seller immediately would pay the difference and would realize a loss.
Similarly, a futures contract purchase is closed out by effecting a futures
contract sale for the same securities and the same delivery date. If the
offsetting sale price exceeds the purchase price, the purchaser would realize a
gain, whereas if the purchase price exceeds the offsetting sale price, the
purchaser would realize a loss.
A Fund will pay commissions on financial futures contracts and related
options transactions. These commissions may be higher than those which would
apply to purchases and sales of securities directly.
LIMITATIONS ON FUTURES CONTRACTS AND RELATED OPTIONS. A Fund may not engage
in transactions in financial futures contracts or related options for
speculative purposes but only as a hedge against anticipated changes in the
market value of its portfolio securities or securities which it intends to
purchase. A Fund may not purchase or sell financial futures contracts or related
options if, immediately thereafter, the sum of the amount of initial margin
deposits on a Fund's existing futures and related options positions and the
premiums paid for related options would exceed 2% of the market value of a
Fund's total assets after
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taking into account unrealized profits and losses on any such contracts. At the
time of purchase of a futures contract or a call option on a futures contract,
any asset, including equity securities and non-investment grade debt so long as
the asset is liquid, unencumbered and marked to market daily, equal to the
market value of the futures contract minus the Fund's initial margin deposit
with respect thereto will be deposited in a pledged account with the Fund's
custodian bank to collateralize fully the position and thereby ensure that it is
not leveraged.
The extent to which a Fund may enter into financial futures contracts and
related options also may be limited by the requirements of the Internal Revenue
Code of 1986 for qualification as a regulated investment company. See
"Dividends, Distributions and Taxes."
RISKS RELATING TO FUTURES CONTRACTS AND RELATED OPTIONS. Positions in futures
contracts and related options may be closed out only on an exchange which
provides a secondary market for such contracts or options. A Fund will enter
into an option or futures position only if there appears to be a liquid
secondary market. However, there can be no assurance that a liquid secondary
market will exist for any particular option or futures contract at any specific
time. Thus, it may not be possible to close out a futures or related option
position. In the case of a futures position, in the event of adverse price
movements a Fund would continue to be required to make daily margin payments. In
this situation, if a Fund has insufficient cash to meet daily margin
requirements it may have to sell portfolio securities to meet its margin
obligations at a time when it may be disadvantageous to do so. In addition, a
Fund may be required to take or make delivery of the securities underlying the
futures contracts it holds. The inability to close out futures positions also
could have an adverse impact on a Fund's ability to hedge its portfolio
effectively.
There are several risks in connection with the use of futures contracts as a
hedging device. While hedging can provide protection against an adverse movement
in market prices, it can also limit a hedger's opportunity to benefit fully from
a favorable market movement. In addition, investing in futures contracts and
options on futures contracts will cause a Fund to incur additional brokerage
commissions and may cause an increase in a Fund's portfolio turnover rate.
The successful use of futures contracts and related options also depends on
the ability of the Adviser to forecast correctly the direction and extent of
market movements, interest rates and other market factors within a given time
frame. To the extent market prices remain stable during the period a futures
contract or option is held by a Fund or such prices move in a direction opposite
to that anticipated, a Fund may realize a loss on the hedging transaction which
is not offset by an increase in the value of its portfolio securities. Options
and futures may also fail as a hedging technique in cases where the movements of
the securities underlying the options and futures do not follow the price
movements of the hedged portfolio securities. As a result, a Fund's total return
for the period may be less than if it had not engaged in the hedging
transaction. The loss from investing in futures transactions is potentially
unlimited.
Utilization of futures contracts by a Fund involves the risk of imperfect
correlation in movements in the price of futures contracts and movements in the
price of the securities which are being hedged. If the price of the futures
contract moves more or less than the price of the securities being hedged, a
Fund will experience a gain or loss which will not be completely offset by
movements in the price of the securities. It is possible that, where a Fund has
sold futures contracts to hedge its portfolio against a decline in the market,
the market may advance and the value of securities held in the Fund's portfolio
may decline. If this occurred, a Fund would lose money on the futures contract
and would also experience a decline in value in its portfolio securities. Where
futures are purchased to hedge against a possible increase in the prices of
securities before a Fund is able to invest its cash (or cash equivalents) in
securities (or options) in an orderly fashion, it is possible that the market
may decline; if a Fund then determines not to invest in securities (or options)
at that time because of concern as to possible further market decline or for
other reasons, a Fund will realize a loss on the futures that would not be
offset by a reduction in the price of the securities purchased.
The market prices of futures contracts may be affected if participants in the
futures market elect to close out their contracts through off-setting
transactions rather than to meet margin deposit requirements. In such case,
distortions in the normal relationship between the cash and futures markets
could result. Price distortions could also result if investors in futures
contracts opt to make or take delivery of the underlying securities rather than
to engage in closing transactions because such action would reduce the liquidity
of the futures market. In addition, from the point of view of speculators,
because the deposit requirements in the futures markets are less onerous than
margin requirements in the cash market, increased participation by speculators
in the futures market could cause temporary price distortions. Due to the
possibility of price distortions in the futures market and because of the
imperfect correlation between movements in the prices of securities and
movements in the prices of futures contracts, a correct forecast of market
trends may still not result in a successful hedging transaction.
Compared to the purchase or sale of futures contracts, the purchase of put or
call options on futures contracts involves less potential risk for a Fund
because the maximum amount at risk is the premium paid for the options plus
transaction costs. However, there may be circumstances when the purchase of an
option on a futures contract would result in a loss to a Fund while the purchase
or sale of the futures contract would not have resulted in a loss, such as when
there is no movement in the price of the underlying securities.
LEVERAGE. The Trust may from time to time increase the Aggressive Growth
Fund's ownership of securities holdings above the amounts otherwise possible by
borrowing from banks at fixed amounts of interest and investing the borrowed
funds. The Trust will borrow only from banks, and only if immediately after such
borrowing the value of the assets of a Fund (including the
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amount borrowed) less its liabilities (not including any borrowings) is at least
three times the amount of funds borrowed for investment purposes. The effect of
this provision is to permit the Trust to borrow up to 25% of the total assets of
a Fund, including the proceeds of any such borrowings. However, the amount of
the borrowings will be dependent upon the availability and cost of credit from
time to time. If, due to market fluctuations or other reasons, the value of such
Fund's assets computed as provided above becomes at any time less than three
times the amount of the borrowings for investment purposes, the Trust, within
three business days, is required to reduce bank debt to the extent necessary to
meet the required 300% asset coverage.
Interest on money borrowed will be an expense of the Fund with respect to
which the borrowing has been made. Because such expense would not otherwise be
incurred, the net investment income of such Fund is not expected to be as high
as it otherwise would be during periods when borrowings for investment purposes
are substantial.
Bank borrowings for investment purposes must be obtained on an unsecured
basis. Any such borrowing must also be made subject to an agreement by the
lender that any recourse is limited to the assets of the Fund with respect to
which the borrowing has been made.
Any investment gains made with the additional monies borrowed in excess of
interest paid will cause the net asset value of a Fund's shares to rise faster
than would otherwise be the case. On the other hand, if the investment
performance of the additional securities purchased fails to cover their cost
(including any interest paid on the monies borrowed) to the Fund, the net asset
value of the Fund will decrease faster than would otherwise be the case.
FOREIGN SECURITIES. Each of the Funds, except the Money Market Fund and the
Bond Fund may purchase foreign securities, including those issued by foreign
branches of U.S. banks. In any event, such investments in foreign securities
will be limited to 25% of the total net asset value of the Balanced Fund and
Growth Fund. The Aggressive Growth Fund may invest up to 10% of its total net
asset value in foreign securities and the High Yield Fund may invest up to 35%
of its total net asset value in foreign securities. The Bond Fund may invest up
to 5% of its total net asset value in Yankee Bonds. Investments in foreign
securities, particularly those of non-governmental issuers, involve
considerations which are not ordinarily associated with investing in domestic
issues. These considerations include changes in currency rates, currency
exchange control regulations, the possibility of expropriation, the
unavailability of financial information, the difficulty of interpreting
financial information prepared under foreign securities markets, the impact of
political, social or diplomatic developments, difficulties in invoking legal
process abroad and the difficulty of assessing economic trends in foreign
countries.
The Trust may use a foreign custodian in connection with its purchases of
foreign securities and may maintain cash and cash equivalents in the care of a
foreign custodian. The amount of cash or cash equivalents maintained in the care
of eligible foreign custodians will be limited to an amount reasonably necessary
to effect the Trust's foreign securities transactions. The use of a foreign
custodian invokes considerations which are not ordinarily associated with
domestic custodians. These considerations include the possibility of
expropriations, restricted access to books and records of the foreign custodian,
inability to recover assets that are lost while under the control of the foreign
custodian, and the impact of political, social or diplomatic developments.
YANKEE BONDS. Yankee Bonds are issued in the United States by foreign
governments or companies. Since they are dollar-denominated, they are not
affected by variations in currency exchange rates. Yankee Bonds are influenced
primarily by interest rate levels in the United States, and by the financial
condition of the issuer. Because the issuers are foreign, the issuers may be
subject to levels of risk that differ from the domestic bond market.
MORTGAGE-BACKED SECURITIES. Securities issued by Government National Mortgage
Association ("GNMA") are, and securities issued by Federal National Mortgage
Association ("FNMA") include, mortgage-backed securities representing part
ownership of a pool of mortgage loans.
In the case of GNMA, the mortgages are insured by the Federal Housing
Administration or Farmers' Home Administration or guaranteed by the Veteran's
Administration. In the case of FNMA, the mortgages are not insured by an agency
of the U.S. Government.
The prices of mortgage-backed securities are inversely affected by changes in
interest rates and, therefore, are subject to the risk of market price
fluctuations. Mortgage-backed securities issued by GNMA and FNMA currently offer
yields which are higher than those available on other securities of the U.S.
Government and its agencies and instrumentalities, but may be less effective
than these other securities as a means of "locking in" attractive long-term
interest rates. This is a result of the need to reinvest prepayment of principal
and the possibility of significant unscheduled prepayments resulting from
declines in mortgage interest rates. As a result, these securities have less
potential for capital appreciation during periods of declining interest rates
than other investments of comparable risk of decline in value during periods of
rising rates.
NONPUBLICLY OFFERED DEBT SECURITIES. The High Yield Fund may purchase
securities which cannot be sold in the public market without first being
registered with the Securities and Exchange Commission ("SEC") provided that the
Adviser has determined that such securities meet prescribed standards for being
considered as "liquid" securities. See "Investment Restrictions." Liquid
restricted securities may offer higher yields than comparable publicly traded
securities. Such securities ordinarily can be sold by the Trust in secondary
market transactions to certain qualified investors pursuant to rules established
by
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the SEC, in privately negotiated transactions to a limited number of purchasers
or in a public offering made pursuant to an effective registration statement
under governing law. Private sales of such securities may involve significant
delays and expense. Private sales often require negotiation with one or more
purchasers and may produce less favorable prices than the sale of similar
unrestricted securities. Public sales of previously restricted securities
generally involve the time and expense of the preparation and processing of a
registration statement (and the possible decline in value of the securities
during such period) and may involve the payment of underwriting commissions. In
some instances, the Trust may have to bear certain costs of registration in
order to sell such shares publicly.
DEFERRED COUPON DEBT SECURITIES. The High Yield Fund may invest in debt
obligations that do not make any interest payments for a specified period of
time prior to maturity ("deferred coupon" obligations). Because the deferred
coupon bonds do not make interest payments for a certain period of time, they
are purchased by the Fund at a deep discount and their value fluctuates more in
response to interest rate changes than does the value of debt obligations that
make current interest payments. The degree of fluctuation with interest rate
changes is greater when the deferred period is longer. Therefore, there is a
risk that the value of the Fund shares may decline more as a result of an
increase in interest rates than would be the case if the Fund did not invest in
deferred coupon bonds.
LENDING PORTFOLIO SECURITIES. In order to increase its return on investments,
the Trust may make loans of the portfolio securities of any Fund, as long as the
market value of the loaned securities does not exceed 25% of the value of that
Fund's total assets. Loans of portfolio securities will always be fully
collateralized at no less than 100% of the market value of the loaned securities
(as marked to market daily) and made only to borrowers considered to be
creditworthy. Lending portfolio securities involves a risk of delay in the
recovery of the loaned securities and possibly the loss of the collateral if the
borrower fails financially.
LOAN PARTICIPATIONS. The High Yield Fund may invest up to 5% of its net
assets, determined at the time of investment, in loan participations. A loan
participation agreement involves the purchase of a share of a loan made by a
bank to a company in return for a corresponding share of the borrower's
principal and interest payments. Loan Participations of the type in which the
Fund may invest include interests in both secured and unsecured corporate loans.
In the event that a corporate borrower failed to pay its scheduled interest or
principal payments on Participations held by the Fund, the market value of the
affected participation would decline, resulting in a loss of value of such
investment to the Fund. Accordingly, such Participations are speculative and may
result in the income level and net assets of the Fund being reduced. Moreover,
loan participation agreements generally limit the right of a participant to
resell its interest in the loan to a third party and, as a result, loan
Participations will be deemed by the Trust to be illiquid investments.
ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
securities that are not liquid. The Funds consider investments that the adviser
is not likely to be able to sell within seven days as not liquid. These
securities can include repurchase agreements with maturities of more than seven
days and private placements. Repurchase agreements are contracts under which the
fund will buy securities and simultaneously agree to resell them at a later date
for an agreed, higher price. Private placements are securities that are not sold
to investors through a public offering but instead are sold in direct, private
transactions. Illiquid securities may have a lower value than comparable
securities that have active markets for resale, and they can lose their value
more quickly under unfavorable conditions.
SWAP AGREEMENTS
All funds, except the Core Bond and Money Market Funds, may enter into
interest rate, index and currency exchange rate swap agreements for hedging
purposes. Swap agreements are two-party contracts entered into primarily by
institutional investors for periods ranging from a few weeks to more than one
year. In a standard "swap" transaction, two parties agree to exchange the
returns (or differentials in rates of return) earned or realized on particular
predetermined investments or instruments. The gross returns to be exchanged or
"swapped" between the parties are calculated with respect to a "notional
amount," i.e., the return on or increase in value of a particular dollar amount
invested at a particular interest rate, in a particular foreign currency, or in
a "basket" of securities representing a particular index. The "notional amount"
of the swap agreement is only a fictive basis on which to calculate the
obligations the parties to a swap agreement have agreed to exchange. The fund's
obligations (or rights) under a swap agreement will generally be equal only to
the amount to be paid or received under the agreement based on the relative
values of the positions held by each party to the agreement (the "net amount").
The fund's obligations under a swap agreement will be accrued daily (offset
against any amounts owing to the fund) and any accrued but unpaid net amounts
owed to a swap counterparty will be covered by the maintenance of a segregated
account consisting of liquid assets to avoid leveraging of the fund's portfolio.
Because swap agreements are two-party contracts and may have terms of greater
than seven days, swap agreements may be considered to be illiquid. Moreover, a
fund bears the risk of loss of the amount expected to be received under a swap
agreement in the event of the default or bankruptcy of a swap agreement
counterparty. Certain restrictions imposed on the funds by the Internal Revenue
Code may limit the funds' ability to use swap agreements. The swaps market is a
relatively new market and is largely unregulated. It is possible that
developments in the swaps market, including potential government regulation,
could adversely affect the fund's ability to terminate existing swap agreements
or to realize amounts to be received under such agreements.
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Certain swap agreements are exempt from most provisions of the Commodity
Exchange Act ("CEA") and, therefore, are not regulated as futures or commodity
option transactions under the CEA, pursuant to regulations of the CFTC. To
qualify for this exemption, a swap agreement must be entered into by "eligible
participants," which include the following, provided the participants' total
assets exceed established levels: a bank or trust company, savings association
or credit union, insurance company, investment company subject to regulation
under the Investment Company Act of 1940 (the "1940 Act"), commodity pool,
corporation, partnership, proprietorship, organization, trust or other entity,
employee benefit plan, governmental entity, broker-dealer, futures commission
merchant, natural person, or regulated foreign person. To be eligible, natural
persons and most other entities must have total assets exceeding $10 million;
commodity pools and employees benefit plans must have assets exceeding $5
million. In addition, an eligible swap transaction must meet three conditions.
First, the swap agreement may not be part of a fungible class of agreements that
are standardized as to their material economic terms. Second, the
creditworthiness of parties with actual or potential obligations under the swap
agreement must be a material consideration in entering into or determining the
terms of the swap agreement, including pricing, cost or credit enhancement
terms. Third, swap agreements may not be entered into and traded on or through a
multilateral transaction execution facility.
INVESTMENT RESTRICTIONS
The Trust's fundamental policies as they affect any Fund cannot be changed
without the approval vote of a majority of the outstanding shares of such Fund,
which is the lesser of (i) 67% or more of the voting securities of such Fund
present at a meeting if the holders of more than 50% of the outstanding voting
securities of such Fund are present or represented by proxy or (ii) more than
50% of the outstanding voting securities of such Fund. A proposed change in
fundamental policy or investment objective will be deemed to have been
effectively acted upon with respect to any Fund if a majority of the outstanding
voting securities of that Fund votes for the approval of the proposal as
provided above, notwithstanding (1) that such matter has not been approved by a
majority of the outstanding securities of any other Fund affected by such matter
and (2) that such matter has not been approved by a majority of the outstanding
voting securities of the Trust.
The following investment restrictions are fundamental policies of the Trust
with respect to all Funds and may not be changed except as described above. The
Trust may not:
1. Purchase for any Fund securities of any issuer, other than obligations
issued or guaranteed as to principal and interest by the United States
Government or its agencies or instrumentalities, if immediately thereafter (i)
more than 5% of such Fund's total assets (taken at market value) would be
invested in the securities of such issuer or (ii) more than 10% of the
outstanding securities of any class of such issuer would be held by such Fund or
by all Funds of the Trust in the aggregate.
2. Concentrate the portfolio investments of any Fund in any one industry. To
comply with this restriction, no security may be purchased for a Fund if such
purchase would cause the value of the aggregate investment of such Fund in any
one industry to exceed 25% of that Fund's total assets (taken at market value).
However, the Money Market Fund may invest more than 25% of its assets in the
domestic banking industry.
3. Act as securities underwriter except as it technically may be deemed to be
an underwriter under the Securities Act of 1933 in selling a portfolio security.
4. Purchase securities on margin, but it may obtain short-term credit as may
be necessary for the clearance of purchases and sales of securities.
5. Make short sales of securities or maintain a short position.
6. Make cash loans, except that the Trust may (i) purchase bonds, notes,
debentures or similar obligations which are customarily purchased by
institutional investors whether publicly distributed or not, and (ii) enter into
repurchase agreements, provided that no more than 10% of any Fund's net assets
(taken at market value) may be subject to repurchase agreements maturing in more
than seven days.
7. Make securities loans, except that the Trust may make loans of the
portfolio securities of any Fund, provided that the market value of the
securities subject to any such loans does not exceed 25% of the value of the
total assets (taken at market value) of such Fund.
8. Make investments in real estate or commodities or commodity contracts,
although (i) the Trust may purchase securities of issuers which deal in real
estate or commodities and may purchase securities which are secured by interests
in real estate, specifically, securities issued by real estate investment trusts
and (ii) any Fund (excluding the Money Market Fund and the Bond Fund) may engage
in transactions in financial futures contracts and related options, provided
that the sum of the initial margin deposits on such Fund's existing futures
positions and the premiums paid for related options would not exceed in the
aggregate 2% of such Fund's total assets.
9. Invest in oil, gas or other mineral exploration or development programs,
although the Trust may purchase securities of issuers which engage in whole or
in part in such activities.
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10. Invest in puts, calls, straddles and any combination thereof, except that
any Fund (excluding the Money Market Fund and the Bond Fund) may (i) write
(sell) exchange-traded covered call options on portfolio securities and on
securities indices and engage in related closing purchase transactions and (ii)
invest up to 2% of its total assets in exchange-traded call and put options on
securities and securities indices.
11. Purchase securities of companies for the purpose of exercising management
or control.
12. Participate in a joint or joint and several trading account in
securities.
13. Purchase securities of any other investment company except in the open
market at customary brokers' commission rates or as a part of a plan of merger
or consolidation.
14. Purchase for any Fund securities of any issuer which together with
predecessors has a record of less than three years' continuous operation, if as
a result more than 5% of the total net assets (taken at market value) of such
Fund would then be invested in such securities.
15. Purchase or retain securities of any issuer if any officer or Trustee of
the Trust, or officer or director of its investment adviser, owns beneficially
more than 1/2 of 1% of the outstanding securities or shares, or both, of such
issuer and all such persons owning more than 1/2 of 1% of such securities or
shares together own beneficially more than 5% of such securities or shares.
16. Borrow money, except that the Trust may (i) borrow money for any Fund for
temporary administrative purposes provided that any such borrowing does not
exceed 10% of the value of the total assets (taken at market value) of such Fund
and (ii) borrow money for any Fund for investment purposes, provided that any
such borrowing for investment purposes with respect to any such Fund is (a)
authorized by the Trustees prior to any public distribution of the shares of
such Fund or is authorized by the shareholders of such Fund thereafter, (b) is
limited to 25% of the value of the total assets (taken at market value and
including any borrowings) of such Fund, and (c) is subject to an agreement by
the lender that any recourse is limited to the assets of that Fund with respect
to which the borrowing has been made. With the exception of the Aggressive
Growth Fund, no Fund may invest in portfolio securities while the amount of
borrowing of the Fund exceeds 5% of the total assets of such Fund. Borrowing for
investment purposes has not been authorized for any Fund (except the Aggressive
Growth Fund) whose shares are offered by the Trust.
17. Pledge, mortgage or hypothecate the assets of any Fund to an extent
greater than 10% of the total assets (taken at market value) of such Fund to
secure borrowings made pursuant to the provisions of item 16 above.
18. Issue senior securities as defined in the Investment Company Act of 1940,
except to the extent that it is permissible to (a) borrow monthly from banks
pursuant to the Trust's investment restrictions regarding the borrowing of
money, and (b) enter into transactions involving forward foreign currency
contracts, foreign currency contracts and options thereon, as described in the
Trust's Prospectus and this Statement of Additional Information.
The Trust may purchase illiquid securities including repurchase agreements
providing for settlement more than seven days after notice and restricted
securities (securities that must be registered with the Securities and Exchange
Commission before they can be sold to the public) deemed to be illiquid provided
such securities will not constitute more than 15% (or 10% in the case of the
Money Market Fund) of each Fund's net assets. The Board of Trustees, or the
Adviser acting at its direction, values these securities, taking into
consideration quotations available from broker-dealers and pricing services and
other information deemed relevant.
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values of portfolio securities or amount of net assets shall not be
considered a violation of the restrictions.
PERFORMANCE INFORMATION
Performance information for each Fund (and Class of a Fund) may appear in
advertisements, sales literature, or reports to shareholders or prospective
shareholders. Performance information in advertisements and sales literature may
be expressed as yield and effective yield of the Money Market Fund, as yield of
the other Funds offered, or any Class of such Fund, and as total return of any
Fund or Class thereof.
The current yield for the Money Market Fund will be based on the change in
the value of a hypothetical investment (exclusive of capital changes) over a
particular 7-day period, less a hypothetical charge reflecting deductions for
expenses during the period (the "base period"), and stated as a percentage of
the investment at the start of the base period (the "base period return"). The
base period return is then annualized by multiplying by 365/7, with the
resulting yield figure carried to at least the nearest hundredth of one percent.
"Effective yield" for the Money Market Fund (and each Class of such Fund)
assumes that all dividends received
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during an annual period have been reinvested. Calculation of "effective yield"
begins with the same "base period return" used in the calculation of yield,
which is then annualized to reflect weekly compounding pursuant to the following
formula:
Effective Yield = [(Base Period Return) + 1) (365/7)] -1
For the 7-day period ending October 31, 1999, the yield of the Money Market
Fund was 4.75% for Class A Shares, 3.97% for Class B Shares and 3.75% for Class
C Shares. For the same period, the effective yield of this Fund was 4.85% for
Class A Shares, 4.05% for Class B Shares and 3.82% for Class C Shares.
Quotations of yield for the High Yield, Bond and Balanced Funds will be based
on all investment income per share earned during a particular 30-day period
(including dividends and interest), less expenses (including pro rata Trust
expenses and expenses applicable to each particular Fund or Class of a Fund)
accrued during the period ("net investment income"), and are computed by
dividing net investment income by the value of a share of the Fund or Class on
the last day of the period, according to the following formula:
a-b
YIELD = 2[(---)+ 1)(6) -1]
cd
where a = dividends and interest earned during the period by the Fund,
b = expenses accrued for the period (net of any reimbursements),
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends, and
d = the maximum offering price per share on the last day of the period.
For the 30-day period ended October 31, 1999, the yields for the Balanced
Fund were 2.51% for Class A Shares and 1.91% for Class B Shares. For the 30-day
period ended October 31, 1999, the yields for the Bond Fund were 5.79% for Class
A Shares and 5.32% for Class B Shares. For the 30-day period ended October 31,
1999, the yields for the High Yield Fund were 9.49% for Class A Shares, 9.19%
for Class B Shares and 9.18% for Class C Shares.
Total return is a measure of the change in value of an investment in a Fund,
or Class thereof, over the period covered. The formula for total return used
herein includes four steps: (1) adding to the total number of shares purchased
by a hypothetical $1,000 investment in the Fund or a Class of a Fund; (2)
calculating the value of the hypothetical initial investment of $1,000 as of the
end of the period by multiplying the total number of shares of a class owned at
the end of the period by the net asset value on the last trading day of the
period; (3) assuming maximum sales charge deducted and reinvestment of all
dividends at net asset value and (4) dividing this account value for the
hypothetical investor by the initial $1,000 investment. Total return will be
calculated for one year, five years and ten years or the time period during
which the registration statement including the Fund was in effect if a Fund has
not been in existence for at least ten years.
The manner in which total return will be calculated for public use is
described above. The following table summarizes the calculation of total return
for each Fund, where applicable, through October 31, 1999.
AVERAGE ANNUAL TOTAL RETURN AS OF OCTOBER 31, 1999
PERIODS ENDED
-------------------------------------------------
10 YEAR OR
FUND 1 YEAR 5 YEAR SINCE INCEPTION*
---- ------ ------ ----------------
Aggressive Growth Class A 70.44% 26.58% 17.08%
Aggressive Growth Class B 73.54% 26.86% 25.65%
Balanced Class A 11.18% 13.04% 11.03%
Balanced Class B 11.84% 13.31% 12.58%
Bond Class A (6.63)% 5.41% 6.21%
Bond Class B (6.45)% 5.63% 4.22%
Bond Class C N/A N/A (0.47)%
Growth Class A 23.59% 20.08% 14.70%
Growth Class B 24.80% 20.36% 19.88%
High Yield Class A 4.93% 7.21% 8.95%
High Yield Class B 5.39% 7.45% 5.02%
High Yield Class C 9.38% N/A (3.65)%
* Since inception, July 15, 1994 for Class B Balanced and Growth; July 21, 1994
for Class B Aggressive Growth; February 16, 1994 for Class B High Yield;
February 24, 1994 for Class B Bond; February 27, 1998 for Class C High Yield
and October 12, 1999 for Class C Bond.
NOTE: Average annual total return assumes a hypothetical initial payment of
$1,000. At the end of each period, a total redemption is assumed. The
ending redeemable value is divided by the original investment to
calculate total return.
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Performance information for any Fund or Class reflects only the performance
of a hypothetical investment in the Fund or Class during the particular time
period on which the calculations are based. Performance information should be
considered in light of the investment objectives and policies, characteristics
and quality of the particular Fund, and the market conditions during the given
time period, and should not be considered as a representation of what may be
achieved in the future.
PERFORMANCE COMPARISONS
Each Fund or Class of a Fund may from time to time include in advertisements
containing total return the ranking of those performance figures relative to
such figures for groups of mutual funds having similar investment objectives as
categorized by ranking services such as Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., Weisenberger Financial Services, Inc. and rating
services such as Morningstar, Inc. Additionally, a Fund or Class of a Fund may
compare its performance results to other investment or savings vehicles (such as
certificates of deposit) and may refer to results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business
Week and Investor's Daily, Stanger's Mutual Fund Monitor, The Stanger Register,
Stanger's Investment Adviser, The Wall Street Journal, The New York Times,
Consumer Reports, Registered Representative, Financial Planning, Financial
Services Weekly, Financial World, U.S. News and World Report, Standard and Poors
The Outlook, and Personal Investor. A Fund may, from time to time, illustrate
the benefits of tax deferral by comparing taxable investments to investments
made through tax-deferred retirement plans. The total return may also be used to
compare the performance of the Fund or the Class of a Fund against certain
widely acknowledged outside standards or indices for stock and bond market
performance, such as the Standard & Poor's 500 Composite Stock Price Index (the
"S&P 500"), Dow Jones Industrial Average, Europe Australia Far East Index
(EAFE), Consumer Price Index, Lehman Brothers Corporate Index and Lehman
Brothers T-Bond Index. The S&P 500 is a commonly quoted measure of stock market
performance and represents common stocks of companies of varying sizes segmented
across 90 different industries which are listed on the New York Stock Exchange,
the American Stock Exchange and traded over the NASDAQ National Market System.
Advertisements, sales literature, and other communications may contain
information about the Adviser's current investment strategies and management
style. Current strategies and style may change to allow the Trust to respond
quickly to changing market and economic conditions. From time to time the Trust
may include specific portfolio holdings or industries. To illustrate components
of overall performance, the Trust may separate its cumulative and average annual
returns into income and capital gains components; or cite separately as a return
figure the equity or bond portion of the Trust's portfolio; or compare the
Trust's equity or bond return figure to well-known indices of market
performance, including but not limited to: the S&P 500 Index, Dow Jones
Industrial Average, Russell 2000 Growth Index, Salomon Brothers 90-Day Treasury
Bill Index, CS First Boston High Yield Index and Salomon Brothers Corporate Bond
and Government Bond Indices.
PORTFOLIO TURNOVER
Each Fund has a different expected annual rate of portfolio turnover, which
is calculated by dividing the lesser of purchases or sales of portfolio
securities during the fiscal year by the monthly average of the value of the
Funds' securities (excluding from the computation all securities, including
options, with maturities at the time of acquisition of one year or less). A high
rate of portfolio turnover generally involves correspondingly greater brokerage
commission expenses, which must be borne directly by the Fund. Turnover rates
may vary greatly from year to year as well as within a particular year and may
also be affected by cash requirements for redemptions of each Fund's shares and
by requirements which enable the Trust to receive certain favorable tax
treatment (see "Taxes"). Historical annual rates of portfolio turnover for all
Funds except the Money Market Fund (which for this purpose does not calculate a
portfolio turnover rate) are set forth in the prospectus.
PORTFOLIO TRANSACTIONS AND BROKERAGE
In effecting portfolio transactions for the Trust, the Adviser and/or
Subadviser (throughout this section, the "Adviser") adheres to the Trust's
policy of seeking best execution and price, determined as described below,
except to the extent it is permitted to pay higher brokerage commissions for
"brokerage and research services" as defined herein. The Adviser may cause the
Trust to pay a broker an amount of commission for effecting a securities
transaction in excess of the amount of commission which another broker or dealer
would have charged for effecting the transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or that any
offset of direct expenses of a Fund yields the best net price. As provided in
Section 28(e) of the Securities Exchange Act of 1934, "brokerage and research
services" include giving advice as to the value of securities, the advisability
of investing in, purchasing or selling securities, and the availability of
securities; furnishing analyses and reports concerning issuers, industries,
economic factors and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). Brokerage and research services
provided by brokers to the Trust or to the Adviser are considered to be in
addition to and not in lieu of services required to be performed by the Adviser
under its contract with the Trust and may benefit both the Trust and other
clients of the Adviser. Conversely, brokerage and research services provided by
brokers to other clients of the Adviser may benefit the Trust.
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<PAGE>
If the securities in which a particular Fund of the Trust invests are traded
primarily in the over-the-counter market, where possible the Fund will deal
directly with the dealers who make a market in the securities involved unless
better prices and execution are available elsewhere. Such dealers usually act as
principals for their own account. On occasion, securities may be purchased
directly from the issuer. Bonds and money market instruments are generally
traded on a net basis and do not normally involve either brokerage commission or
transfer taxes. In addition, transactions effected on foreign securities
exchanges which do not permit the negotiation of brokerage commissions and where
the Adviser would, under the circumstances, seek to obtain best price and
execution on orders for the Trust.
The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Trust (involving both price paid or received and any net
commissions and other costs paid), the efficiency with which the transaction is
effected, the ability to effect the transaction at all where a large block is
involved, the availability of the broker to stand ready to execute possibly
difficult transactions in the future and the financial strength and stability of
the broker. Such considerations are judgmental and are weighed by the Adviser in
determining the overall reasonableness of brokerage commissions paid by the
Trust. Some portfolio transactions are, subject to the Conduct Rules of the
National Association of Securities Dealers, Inc. and subject to obtaining best
prices and executions, effected through dealers (excluding Equity Planning) who
sell shares of the Trust.
The Trust has adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to lower
commission costs on a per-share and per-dollar basis. According to the bunching
procedures, the Adviser shall aggregate transactions unless it believes in its
sole discretion that such aggregation is inconsistent with its duty to seek best
execution (which shall include the duty to seek best price) for the Trust. No
advisory account of the Adviser is to be favored over any other account and each
account that participates in an aggregated order is expected to participate at
the average share price for all transactions of the Adviser in that security on
a given business day, with all transaction costs shared pro rata based on the
Trust's participation in the transaction. If the aggregated order is filled in
its entirety, it shall be allocated among the Adviser's accounts in accordance
with the allocation order, and if the order is partially filled, it shall be
allocated pro rata based on the allocation order. Notwithstanding the foregoing,
the order may be allocated on a basis different from that specified in the
allocation order if all accounts of the Adviser whose orders are allocated
receive fair and equitable treatment and the reason for such different
allocation is explained in writing and is approved in writing by the Adviser's
compliance officer as soon as practicable after the opening of the markets on
the trading day following the day on which the order is executed. If an
aggregated order is partially filled and allocated on a basis different from
that specified in the allocation order, no account that is benefited by such
different allocation may intentionally and knowingly effect any purchase or sale
for a reasonable period following the execution of the aggregated order that
would result in it receiving or selling more shares than the amount of shares it
would have received or sold had the aggregated order been completely filled. The
Trustees will annually review these procedures or as frequently as shall appear
appropriate.
The Adviser may use its broker/dealer affiliates, or other firms that sell
shares of the Funds, to buy and sell securities for the Funds, provided they
have the execution capability and that their commission rates are comparable to
those of other unaffiliated broker/dealers. Directors of PXP Securities Corp. or
its affiliates receive indirect benefits from the Funds as a result of its usual
and customary brokerage commissions that PXP Securities Corp. may receive for
acting as broker to the Funds in the purchase and sale of portfolio securities.
The investment advisory agreement does not provide for a reduction of the
advisory fee by any portion of the brokerage fees generated by portfolio
transactions of the Funds that PXP Securities Corp. may receive.
For the fiscal years ended October 31, 1997, 1998 and 1999, brokerage
commission paid by the Trust on portfolio transactions totaled $13,168,358,
$6,306,652 and $5,908,949, respectively. In the fiscal years ended October 31,
1997, 1998 and 1999, W. S. Griffith & Co., Inc., a broker-dealer subsidiary of
Phoenix Home Life, received $225,829, $34,040 and $157,635 in fund-related
commissions attributed to a clearing arrangement with an unaffiliated broker
dealer. For the fiscal year ended October 31, 1999, the amount paid to W. S.
Griffith was 2.66% of total brokerage commissions paid by the Trust and was
paid on transactions amounting to 2.72% of the aggregate dollar amount of
transactions involving the payment of commissions. Brokerage commissions of
$2,553,043 paid during the fiscal year ended October 31, 1999, were paid on
portfolio transactions aggregating $2,698,498,313 executed by brokers who
provided research and other statistical information.
THE INVESTMENT ADVISER
The investment adviser to the Bond Fund is Duff & Phelps Investment
Management Co. ("Duff & Phelps"), which is located at 55 East Monroe Street,
Chicago, Illinois 60603. The investment adviser to each of the other funds is
Phoenix Investment Counsel, Inc. ("PIC" or "Adviser"), which is located at 56
Prospect Street, Hartford, Connecticut 06115-0480.
All of the outstanding stock of PIC is owned by Phoenix Equity Planning
Corporation ("Equity Planning" or "Distributor"), a subsidiary of Phoenix
Investment Partners, Ltd. ("PXP"). Phoenix Home Life Mutual Insurance Company
("Phoenix Home Life") of Hartford, Connecticut is a majority shareholder of PXP.
Phoenix Home Life is in the business of writing ordinary and group life and
health insurance and annuities. Its principal offices are located at One
American Row, Hartford, Connecticut, 06115-2520. Equity Planning, a mutual fund
distributor, acts as the national distributor of the Fund's
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<PAGE>
shares and as Financial Agent of the Fund. The principal office of Equity
Planning is located at 100 Bright Meadow Boulevard, Enfield, Connecticut, 06082.
PXP is a publicly-traded independent registered investment advisory firm and
has served investors for over 70 years. It manages over $64 billion in assets
(as of December 31, 1999) through its investment partners: Aberdeen Fund
Managers, Inc. (Aberdeen) in Aberdeen, London, Singapore and Fort Lauderdale;
Duff & Phelps Investment Management Co. (Duff & Phelps) in Chicago and
Cleveland; Roger Engemann & Associates, Inc. (Engemann) in Pasadena; Seneca
Capital Management LLC (Seneca) in San Francisco; Zweig/Glaser Advisers (Zweig)
in New York; and Phoenix Investment Counsel, Inc. (Goodwin, Hollister, and
Oakhurst divisions) in Hartford, Sarasota and Scotts Valley, CA, respectively.
PIC also acts as the investment adviser for 14 other mutual funds, as
subadviser to three mutual funds, and as adviser to institutional clients. PIC
has acted as an investment adviser for over sixty years. PIC was originally
organized in 1932 as John P. Chase, Inc. As of December 31, 1999, PIC had
approximately $25.7 billion in assets under management. Philip R. McLoughlin, a
Trustee and officer of the Fund, is a director of PIC. All other executive
officers of the Fund are officers of PIC.
Duff & Phelps also acts as investment adviser to eight other mutual funds and
as adviser to institutional clients. As of December 31, 1999, Duff & Phelps had
approximately $14.7 billion in assets under management on a discretionary basis.
Roger Engemann & Associates, Inc. ("Engemann") is the investment subadviser
to the Aggressive Growth Fund and Capital Growth Fund and is located at 600
North Rosemead Boulevard, Pasadena, California 91107. 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 December 31, 1999,
Engemann had $10.9 billion in assets under management. Engemann has been an
investment adviser since 1969.
All costs and expenses (other than those specifically referred to as being
borne by the Adviser) incurred in the operation of the Trust are borne by the
Trust. Each Fund pays expenses incurred in its own operation and also pays a
portion of the Trust's general administration expenses allocated on the basis of
the asset size of the respective Fund, except where allocation of direct
expenses to each Fund or an alternative allocation method can be more fairly
made. Such expenses include, but shall not be 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 fulltime employees of the 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 Equity Planning 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 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 shareholders.
The investment advisory agreement provides that the 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 investment advisory
agreement relates, except a loss resulting from willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of the Adviser in the
performance of its duties thereunder.
As full compensation for the services and facilities furnished to the Trust,
the Adviser is entitled to a fee, payable monthly, as described in the
Prospectus. There is no assurance that the Trust will reach net asset levels
high enough to realize reductions in the rates of the advisory fees.
The agreement continues in force from year to year for all Funds, provided
that, with respect to each Fund, the agreement must be approved at least
annually by the Trustees or by vote of a majority of the outstanding voting
securities of the Funds. In addition, and in either event, the terms of the
agreement and any renewal thereof must be approved by the vote of a majority of
the Trustees who are not parties to the agreement or interested persons (as that
term is defined in the Investment Company Act of 1940) of any such party, cast
in person at a meeting called for the purpose of voting on such approval. The
agreement will terminate automatically if assigned and may be terminated at any
time, without payment of any penalty, either by the Trust or by the Adviser, on
sixty (60) days written notice. The investment advisory agreement provides that
upon termination of the agreement, or at the request of the Adviser, the Trust
will eliminate all reference to Phoenix from its name, and will not thereafter
transact business in a name using the word Phoenix.
For services to the Trust during the fiscal years ended October 31, 1997,
1998 and 1999, the Adviser received fees of $33,051,667, $33,577,315 and
$34,561,814, respectively, under the investment advisory agreements in effect.
Of these totals, the Adviser received fees from each Fund as follows:
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1997 1998 1999
---- ---- ----
Aggressive Growth Fund $1,735,384 $1,847,122 $2,312,441
Balanced Fund 9,489,765 8,930,936 8,742,404
Bond Fund 885,257 833,864 796,046
Growth Fund 16,439,785 17,237,170 18,467,284
High Yield Fund 3,713,370 3,942,021 3,333,625
Money Market Fund 788,106 786,202 910,014
NET ASSET VALUE
The net asset value per share of each Fund is determined as of the close of
trading of the New York Stock Exchange (the "Exchange") on days when the
Exchange is open for trading. The Exchange will be closed on the following
observed national holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Since the Trust does not price securities on
weekends or United States national holidays, the net asset value of a Fund's
foreign assets may be significantly affected on days when the investor has no
access to the Trust. The net asset value per share of a Fund is determined by
adding the values of all securities and other assets of the Fund, subtracting
liabilities, and dividing by the total number of outstanding shares of the Fund.
Assets and liabilities are determined in accordance with generally accepted
accounting principles and applicable rules and regulations of the Securities and
Exchange Commission. The total liability allocated to a class, plus that class's
distribution fee and any other expenses allocated solely to that class, are
deducted from the proportionate interest of such class in the assets of the
Fund, and the resulting amount of each is divided by the number of shares of
that class outstanding to produce the net asset value per share.
A security that is listed or traded on more than one exchange is valued at
the quotation on the exchange determined to be the primary exchange for such
security by the Trustees or their delegates. Because of the need to obtain
prices as of the close of trading on various exchanges throughout the world, the
calculation of net asset value may not take place for any Fund which invests in
foreign securities contemporaneously with the determination of the prices of the
majority of the portfolio securities of such Fund. All assets and liabilities
initially expressed in foreign currency values will be converted into United
States dollar values at the mean between the bid and ask quotations of such
currencies against United States dollars as last quoted by any recognized
dealer. If an event were to occur after the value of an investment was so
established but before the net asset value per share was determined, which was
likely to materially change the net asset value, then the instrument would be
valued using fair value considerations by the Trustees or their delegates. If at
any time a Fund has investments where market quotations are not readily
available, such investments are valued at the fair value thereof as determined
in good faith by the Trustees although the actual calculations may be made by
persons acting pursuant to the direction of the Trustees.
MONEY MARKET FUND
The assets of the Money Market Fund are valued on the basis of amortized cost
absent extraordinary or unusual market conditions. Under the amortized cost
method of valuation, securities are valued at cost on the date of purchase.
Thereafter the value of a security is increased or decreased incrementally each
day so that at maturity any purchase discount or premium is fully amortized and
the value of the security is equal to its principal amount. Due to fluctuations
in interest rates, the amortized cost value of the Money Market Fund securities
may at times be more or less than their market value. By using amortized cost
valuation, the Money Market Fund seeks to maintain a constant net asset value of
$1.00 per share despite minor shifts in the market value of its portfolio
securities.
The yield on a shareholder's investment may be more or less than that which
would be recognized if the Fund's net asset value per share was not constant and
was permitted to fluctuate with the market value of the Fund's portfolio
securities. However, as a result of the following procedures, it is believed
that any difference will normally be minimal. The deviation is monitored
periodically by comparing the Fund's net asset value per share as determined by
using available market quotations with its net asset value per share as
determined through the use of the amortized cost method of valuation. The
Adviser makes such comparisons at least weekly and will advise the Trustees
promptly in the event of any significant deviation. If the deviation exceeds 1/2
of l%, the Trustees will consider what action, if any, should be initiated to
provide fair valuation of the Fund's portfolio securities and prevent material
dilution or other unfair results to shareholders. Such action may include
redemption of shares in kind, selling portfolio securities prior to maturity,
withholding dividends or utilizing a net asset value per share as determined by
using available market quotations. Furthermore, the assets of the Fund will not
be invested in any security with a maturity of greater than 397 days, and the
average weighted maturity of its portfolio will not exceed 90 days. Portfolio
investments will be limited to U.S. dollar-denominated securities which present
minimal credit risks and are of high quality as determined either by a major
rating service or, if not rated, by the Trustees.
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HOW TO BUY SHARES
The minimum initial investment is $500 and the minimum subsequent investment
is $25. However, both the minimum initial and subsequent investment amounts are
$25 for investments pursuant to the "Investo-Matic" plan, a bank draft investing
program administered by the Distributor, or pursuant to the Systematic Exchange
privilege or for an individual retirement account (IRA). In addition, there are
no subsequent investment minimum amounts in connection with the reinvestment of
dividend or capital gain distributions. Completed applications for the purchase
of shares should be mailed to: Phoenix Funds, c/o State Street Bank and Trust
Company, P.O. Box 8301, Boston, MA 02266-8301.
The Trust has authorized one or more brokers to accept on its behalf purchase
and redemption orders. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Trust's behalf.
The Trust will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Customer orders will be priced at the Funds' net asset values next
computed after they are accepted by an authorized broker or the broker's
authorized designee.
ALTERNATIVE PURCHASE ARRANGEMENTS
Shares may be purchased from investment dealers at a price equal to their net
asset value per share, plus a sales charge which (except Class A Shares of the
Money Market Fund), at the election of the purchaser, may be imposed either (i)
at the time of the purchase (the "initial sales charge alternative") or (ii) on
a contingent deferred basis (the "deferred sales charge alternative"). Orders
received by dealers prior to the close of trading on the New York Stock Exchange
are confirmed at the offering price effective at that time, provided the order
is received by the Authorized Agent prior to its close of business.
The alternative purchase arrangements permit an investor to choose the method
of purchasing shares that is more beneficial given the amount of the purchase,
the length of time the investor expects to hold the shares, whether the investor
wishes to receive distributions in cash or to reinvest them in additional shares
of the Funds, and other circumstances. Investors should consider whether, during
the anticipated life of their investment in the Fund, the accumulated continuing
distribution and services fees and contingent deferred sales charges on Class B
or C Shares would be less than the initial sales charge and accumulated
distribution and services fees on Class A Shares purchased at the same time.
Note, only the Bond Fund, High Yield Fund and Money Market Fund offer Class C
Shares.
Dividends paid by the Fund, if any, with respect to each Class of Shares will
be calculated in the same manner at the same time on the same day, except that
fees such as higher distribution and services fees and any incremental transfer
agency costs relating to each Class of Shares will be borne exclusively by that
class. See "Dividends, Distributions and Taxes."
CLASS A SHARES
Class A Shares incur a sales charge when they are purchased and enjoy the
benefit of not being subject to any sales charge when they are redeemed. Class A
Shares are subject to an ongoing distribution and services fees at an annual
rate of 0.25% of the Fund's aggregate average daily net assets attributable to
the Class A Shares. In addition, certain purchases of Class A Shares qualify for
reduced initial sales charges.
CLASS B SHARES
Class B Shares do not incur a sales charge when they are purchased, but they
are subject to a sales charge if they are redeemed within five years of
purchase. The deferred sales charge may be waived in connection with certain
qualifying redemptions.
Class B Shares are subject to an ongoing distribution and services fee at an
aggregate annual rate of up to 1.00% of the Fund's aggregate average daily net
assets attributable to the Class B Shares. Class B Shares enjoy the benefit of
permitting all of the investor's dollars to work from the time the investment is
made. The higher ongoing distribution and services fee paid by Class B Shares
will cause such shares to have a higher expense ratio and to pay lower
dividends, to the extent any dividends are paid, than those related to Class A
Shares. Class B Shares will automatically convert to Class A Shares eight years
after the end of the calendar month in which the shareholder's order to purchase
was accepted, in the circumstances and subject to the qualifications described
in the Funds' Prospectus. The purpose of the conversion feature is to relieve
the holders of the Class B Shares that have been outstanding for a period of
time sufficient for the adviser and the Distributor to have been compensated for
distribution expenses related to the Class B Shares from most of the burden of
such distribution related expenses.
Class B Shares include all shares purchased pursuant to the deferred sales
charge alternative which have been outstanding for less than the period ending
eight years after the end of the month in which the shares were issued. At the
end of this period, Class B Shares will automatically convert to Class A Shares
and will no longer be subject to the higher distribution and services fee. Such
conversion will be on the basis of the relative net asset value of the two
classes without the imposition of any sales load, fee or other charge.
For purposes of conversion to Class A Shares purchased through the
reinvestment of dividends and distributions paid in respect of Class B Shares in
a shareholder's Fund account will be considered to be held in a separate
subaccount. Each time any Class B Shares in the shareholder's Fund account
(other than those in the subaccount) convert to Class A, an equal pro rata
portion of the Class B Share dividends in the subaccount will also convert to
Class A Shares.
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CLASS C SHARES--BOND FUND, HIGH YIELD FUND AND MONEY MARKET FUND ONLY
Class C Shares are purchased without an initial sales charge but are subject
to a deferred sales charge if redeemed within one year of purchase. The deferred
sales charge may be waived in connection with certain qualifying redemptions.
Shares issued in conjunction with the automatic reinvestment of income
distributions and capital gain distributions are not subject to any sales
charges. Class C Shares are subject to an ongoing distribution and services fee
at an aggregate annual rate of up to 1.00% of the Fund's aggregate average daily
net assets attributable to Class C Shares.
PURCHASES OF SHARES OF THE MONEY MARKET FUND
The minimum initial investment and the minimum subsequent investment for the
purchase of shares of the Money Market Fund are set forth in the Prospectus.
Shares of the Money Market Fund are sold through registered representatives of
Equity Planning or through brokers or dealers with whom Equity Planning has
sales agreements. (See "Distribution Plans"). Initial purchases of shares may
also be made by mail by completing an application and mailing it directly to
Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA
02266-8301. Subsequent purchases should be sent to State Street Bank and Trust
Company. An investment is accepted when funds are credited to the purchaser.
Investments are credited not later than the second business day after receipt by
the Trust of checks drawn on U.S. banks payable in U.S. funds. Shares purchased
begin earning dividends the day after funds are credited. Certified checks are
not necessary.
CLASS A SHARES--REDUCED INITIAL SALES CHARGES
Investors choosing the initial sales charge alternative under certain
circumstances may be entitled to pay reduced sales charges. The circumstances
under which such investors may pay reduced sales charges are described below.
QUALIFIED PURCHASERS. If you fall within any one of the following categories,
you will not have to pay a sales charge on your purchase of Class A Shares: (1)
trustee, director or officer of the Phoenix Funds, the Phoenix-Engemann Funds,
Phoenix-Seneca Funds or any other mutual fund advised, subadvised or distributed
by the Adviser, Distributor or any of their corporate affiliates; (2) any
director or officer, or any full-time employee or sales representative (for at
least 90 days), of the Adviser or Distributor; (3) registered representatives
and employees of securities dealers with whom Distributor has sales agreements;
(4) any qualified retirement plan exclusively for persons described above; (5)
any officer, director or employee of a corporate affiliate of the Adviser or
Distributor; (6) any spouse, child, parent, grandparent, brother or sister of
any person named in (1), (2), (3) or (5) above; (7) employee benefit plans for
employees of the Adviser, Distributor and/or their corporate affiliates; (8) any
employee or agent who retires from Phoenix Home Life, Distributor and/or their
corporate affiliates; (9) any account held in the name of a qualified employee
benefit plan, endowment fund or foundation if, on the date of the initial
investment, the plan, fund or foundation has assets of $10,000,000 or more or at
least 100 eligible employees; (10) any person with a direct rollover transfer of
shares from an established Phoenix Fund, Phoenix-Engemann Fund or Phoenix-Seneca
Fund qualified plan; (11) any Phoenix Home Life separate account which funds
group annuity contracts offered to qualified employee benefit plans; (12) any
state, county, city, department, authority or similar agency prohibited by law
from paying a sales charge; (13) any fully matriculated student in any U.S.
service academy; (14) any unallocated account held by a third party
administrator, registered investment adviser, trust company, or bank trust
department which exercises discretionary authority and holds the account in a
fiduciary, agency, custodial or similar capacity, if in the aggregate such
accounts held by such entity equal or exceed $1,000,000; (15) any person who is
investing redemption proceeds from investment companies other than the Phoenix
Funds, Phoenix-Engemann Fund or Phoenix-Seneca Fund if, in connection with the
purchases or redemption of the redeemed shares, the investor paid a prior sales
charge provided such investor supplies verification that the redemption occurred
within 90 days of the Phoenix Fund purchase and that a sales charge was paid;
(16) any deferred compensation plan established for the benefit of any Phoenix
Fund, Phoenix-Engemann Fund or Phoenix-Seneca Fund trustee or director; provided
that sales to persons listed in (1) through (15) above are made upon the written
assurance of the purchaser that the purchase is made for investment purposes and
that the shares so acquired will not be resold except to the Fund; (17)
purchasers of Class A Shares bought through investment advisers and financial
planners who charge an advisory, consulting or other fee for their services and
buy shares for their own accounts or the accounts of their clients; (18)
retirement plans and deferred compensation plans and trusts used to fund those
plans (including, for example, plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and "rabbi trusts" that buy shares
for their own accounts, in each case if those purchases are made through a
broker or agent or other financial intermediary that has made special
arrangements with the Distributor for such purchases; (19) 401(k) participants
in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at least $3
million in assets or 500 or more eligible employees; or (20) clients of
investment advisors or financial planners who buy shares for their own accounts
but only if their accounts are linked to a master account of their investment
advisor or financial planner on the books and records of the broker, agent or
financial intermediary with which the Distributor has made such special
arrangements (each of the investors described in (17) through (20) may be
charged a fee by the broker, agent or financial intermediary for purchasing
shares).
COMBINATION PURCHASE PRIVILEGE. Your purchase of any class of shares of this
or any other Affiliated Phoenix Fund (other than Money Market Fund Series Class
A Shares), if made at the same time by the same "person," will be added together
to determine whether the combined sum entitles you to an immediate reduction in
sales charges. A "person" is defined in this and the following sections as (a)
any individual, their spouse and minor children purchasing shares for his or
their own account
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(including an IRA account) including his or their own trust; (b) a trustee or
other fiduciary purchasing for a single trust, estate or single fiduciary
account (even though more than one beneficiary may exist); (c) multiple employer
trusts or Section 403(b) plans for the same employer; (d) multiple accounts (up
to 200) under a qualified employee benefit plan or administered by a third party
administrator; or (e) trust companies, bank trust departments, registered
investment advisers, and similar entities placing orders or providing
administrative services with respect to funds over which they exercise
discretionary investment authority and which are held in a fiduciary, agency,
custodial or similar capacity, provided all shares are held of record in the
name, or nominee name, of the entity placing the order.
An "Affiliated Phoenix Fund" means any other mutual fund advised, subadvised
or distributed by the Adviser or Distributor or any corporate affiliate of
either or both the Adviser and Distributor provided such other mutual fund
extends reciprocal privileges to shareholders of the Phoenix Funds.
LETTER OF INTENT. If you sign a Letter of Intent, your purchase of any class
of shares of this or any other Affiliated Phoenix Fund (other than Money Market
Fund Series Class A Shares), if made by the same person within a thirteen-month
period, will be added together to determine whether you are entitled to an
immediate reduction in sales charges. Sales charges are reduced based on the
overall amount you indicate that you will buy under the Letter of Intent. The
Letter of Intent is a mutually nonbinding arrangement between you and the
Distributor. Since the Distributor doesn't know whether you will ultimately
fulfill the Letter of Intent, shares worth 5% of the amount of each purchase
will be set aside until you fulfill the Letter of Intent. When you buy enough
shares to fulfill the Letter of Intent, these shares will no longer be
restricted. If, on the other hand, you do not satisfy the Letter of Intent, or
otherwise wish to sell any restricted shares, you will be given the choice of
either buying enough shares to fulfill the Letter of Intent or paying the
difference between any sales charge you previously paid and the otherwise
applicable sales charge based on the intended aggregate purchases described in
the Letter of Intent. You will be given 20 days to make this decision. If you do
not exercise either election, the Distributor will automatically redeem the
number of your restricted shares needed to make up the deficiency in sales
charges received. The Distributor will redeem restricted Class A or M Shares
before Class C or B Shares, respectively. Oldest shares will be redeemed before
selling newer shares. Any remaining shares will then be deposited to your
account.
RIGHT OF ACCUMULATION. Your purchase of any class of shares of this or any
other Affiliated Phoenix Fund, if made over time by the same person may be added
together to determine whether the combined sum entitles you to a prospective
reduction in sales charges. You must provide certain account information to the
Distributor to exercise this right.
ASSOCIATIONS. Certain groups or associations may be treated as a "person" and
qualify for reduced Class A Share sales charges. The group or association must:
(1) have been in existence for at least six months; (2) have a legitimate
purpose other than to purchase mutual fund shares at a reduced sales charge; (3)
work through an investment dealer; or (4) not be a group whose sole reason for
existing is to consist of members who are credit card holders of a particular
company, policyholders of an insurance company, customers of a bank or a
broker-dealer or clients of an investment adviser.
CLASS B AND C SHARES--WAIVER OF SALES CHARGES
The CDSC is waived on the redemption (sale) of Class B and C Shares if the
redemption is made (a) within one year of death (i) of the sole shareholder on
an individual account, (ii) of a joint tenant where the surviving joint tenant
is the deceased's spouse, or (iii) of the beneficiary of a Uniform Gifts to
Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial
account; (b) within one year of disability, as defined in Code Section 72(m)(7);
(c) as a mandatory distribution upon reaching age 70 1/2 under any retirement
plan qualified under Code Sections 401, 408 or 403(b) or resulting from the
tax-free return of an excess contribution to an IRA; (d) by 401(k) plans using
an approved participant tracking system for participant hardships, death,
disability or normal retirement, and loans which are subsequently repaid; (e)
from the Merrill Lynch Daily K Plan ("Plan") invested in Class B Shares, on
which such shares the Distributor has not paid the dealer the Class B sales
commission; (f) based on the exercise of exchange privileges among Class B and C
Shares of this or any other Affiliated Phoenix Fund; (g) based on any direct
rollover transfer of shares from an established Affiliated Phoenix Fund
qualified plan into an Affiliated Phoenix Fund IRA by participants terminating
from the qualified plan; and (h) based on the systematic withdrawal program
(Class B Shares only). If, as described in condition (a) above, an account is
transferred to an account registered in the name of a deceased's estate, the
CDSC will be waived on any redemption from the estate account occurring within
one year of the death. If the Class B or C Shares are not redeemed within one
year of the death, they will remain subject to the applicable CDSC when
redeemed.
CONVERSION FEATURE--CLASS B SHARES
Class B Shares will automatically convert to Class A Shares of the same Fund
eight years after they are bought. Conversion will be on the basis of the then
prevailing net asset value of Class A and B Shares. There is no sales load, fee
or other charge for this feature. Class B Shares acquired through dividend or
distribution reinvestments will be converted into Class A Shares at the same
time that other Class B Shares are converted based on the proportion that the
reinvested shares bear to purchased Class B Shares. The conversion feature is
subject to the continuing availability of an opinion of counsel or a ruling of
the Internal Revenue Service that the assessment of the higher distribution fees
and associated costs with respect to Class B Shares does not result in any
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dividends or distributions constituting "preferential dividends" under the Code,
and that the conversion of shares does not constitute a taxable event under
federal income tax law. If the conversion feature is suspended, Class B Shares
would continue to be subject to the higher distribution fee for an indefinite
period. Even if the Funds were unable to obtain such assurances, it might
continue to make distributions if doing so would assist in complying with its
general practice of distributing sufficient income to reduce or eliminate
federal taxes otherwise payable by the Funds.
INVESTOR ACCOUNT SERVICES
The Funds offer accumulation plans, withdrawal plans and reinvestment and
exchange privileges as described in the Funds' current Prospectus. Certain
privileges may not be available in connection with all classes. In most cases,
changes to account services may be accomplished over the phone. Inquiries
regarding policies and procedures relating to shareholder account services
should be directed to Shareholder Services at (800) 243-1574. Broker/dealers may
impose their own restrictions and limits on accounts held through the
broker/dealer. Please consult your broker/dealer for account restriction and
limit information.
EXCHANGES. Under certain circumstances, shares of any Phoenix Fund (except
Class A Shares of the Money Market Fund) may be exchanged for shares of the same
Class of another Phoenix Fund or any other Affiliated Phoenix Fund on the basis
of the relative net asset values per share at the time of the exchange.
Exchanges are subject to the minimum initial investment requirement of the
designated Fund, Series, or Portfolio, except if made in connection with the
Systematic Exchange privilege. Shareholders may exchange shares held in
book-entry form for an equivalent number (value) of the same class of shares of
any other Phoenix Fund, if currently offered. On exchanges with share classes
that carry a contingent deferred sales charge, the CDSC schedule of the original
shares purchased continues to apply. The exchange of shares is treated as a sale
and purchase for federal income tax purposes (see also "Dividends, Distributions
and Taxes").
SYSTEMATIC EXCHANGES. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same class of shares of another Phoenix Fund or any other Affiliated Phoenix
Fund automatically on a monthly, quarterly, semi-annual or annual basis or may
cancel this privilege at any time. If you maintain an account balance of at
least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated
on the basis of the net asset value of the shares held in a single account), you
may direct that shares be automatically exchanged at predetermined intervals for
shares of the same class of another Phoenix Fund. This requirement does not
apply to Phoenix "Self Security" program participants. Systematic exchanges will
be executed upon the close of business on the 10th day of each month or the next
succeeding business day. Systematic exchange forms are available from the
Distributor. Exchanges will be based upon each Fund's net asset value per share
next computed after the close of business on the 10th day of each month (or next
succeeding business day), without sales charge.
DIVIDEND REINVESTMENT ACROSS ACCOUNTS. If you maintain an account balance of
at least $5,000, or $2,000 for tax qualified retirement benefit plans
(calculated on the basis of the net asset value of the shares held in a single
account), you may direct that any dividends and distributions paid with respect
to shares in that account be automatically reinvested in a single account of one
of the other Phoenix Funds or any other Affiliated Phoenix Fund at net asset
value. You should obtain a current prospectus and consider the objectives and
policies of each Fund carefully before directing dividends and distributions to
another Fund. Reinvestment election forms and prospectuses are available from
Equity Planning. Distributions may also be mailed to a second payee and/or
address. Requests for directing distributions to an alternate payee must be made
in writing with a signature guarantee of the registered owner(s). To be
effective with respect to a particular dividend or distribution, notification of
the new distribution option must be received by the Transfer Agent at least
three days prior to the record date of such dividend or distribution. If all
shares in your account are repurchased or redeemed or transferred between the
record date and the payment date of a dividend or distribution, you will receive
cash for the dividend or distribution regardless of the distribution option
selected.
INVEST-BY-PHONE. This expedited investment service allows a shareholder to
make an investment in an account by requesting a transfer of funds from the
balance of their bank account. Once a request is phoned in, Equity Planning will
initiate the transaction by wiring a request for monies to the shareholder's
commercial bank, savings bank or credit union via Automated Clearing House
(ACH). The shareholder's bank, which must be an ACH member, will in turn forward
the monies to Equity Planning for credit to the shareholder's account. ACH is a
computer-based clearing and settlement operation established for the exchange of
electronic transactions among participating depository institutions.
To establish this service, please complete an Invest-by-Phone Application and
attach a voided check if applicable. Upon Equity Planning's acceptance of the
authorization form (usually within two weeks) shareholders may call toll free
(800) 367-5877 prior to 3:00 p.m. (New York time) to place their purchase
request. Instructions as to the account number and amount to be invested must be
communicated to Equity Planning. Equity Planning will then contact the
shareholder's bank via ACH with appropriate instructions. The purchase is
normally credited to the shareholder's account the day following receipt of the
verbal instructions. This service may also be used to request redemption of
shares of the Money Market Fund, the proceeds of which are transferred to the
shareholder's bank the second day following receipt of the verbal request. The
Trust may delay the mailing of a check for redemption proceeds of Trust shares
purchased with a check or via Invest-by-Phone service until the Trust has
assured itself that good payment has been collected for the purchase of the
shares, which may take up to 15 days.
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The Trust and Equity Planning reserve the right to modify or terminate the
Invest-by-Phone service for any reason or to institute charges for maintaining
an Invest-by-Phone account.
SYSTEMATIC WITHDRAWAL PROGRAM. The Systematic Withdrawal Program allows you
to periodically redeem a portion of your account on a predetermined monthly,
quarterly, semiannual or annual basis. A sufficient number of full and
fractional shares will be redeemed so that the designated payment is made on or
about the 20th day of the month. Shares are tendered for redemption by the
Transfer Agent, as agent for the shareowner, on or about the 15th of the month
at the closing net asset value on the date of redemption. The Systematic
Withdrawal Program also provides for redemptions to be tendered on or about the
10th, 15th or 25th of the month with proceeds to be directed through Automated
Clearing House (ACH) to your bank account. In addition to the limitations stated
below, withdrawals may not be less than $25 and minimum account balance
requirements shall continue to apply.
Shareholders participating in the Systematic Withdrawal program must own
shares of a Series worth $5,000 or more, as determined by the then current net
asset value per share, and elect to have all dividends reinvested. Participants
in the Program redeeming Class C Shares will be subject to any applicable
contingent deferred sales charge. The purchase of shares while participating in
the withdrawal program will ordinarily be disadvantageous to the Class A Shares
investor since a sales charge will be paid by the investor on the purchase of
Class A Shares at the time as other shares are being redeemed. For this reason,
investors in Class A Shares may not participate in an automatic investment
program while participating in the Systematic Withdrawal Program.
Through the Program, Class B shareholders may withdraw up to 1% of their
aggregate net investments (purchases, at initial value, to date net of
non-Program redemptions) each month or up to 3% of their aggregate net
investment each quarter without incurring otherwise applicable contingent
deferred sales charges. Class B shareholders redeeming more shares than the
percentage permitted by the withdrawal program will be subject to any applicable
contingent deferred sales charge on all shares redeemed. Accordingly, the
purchase of Class B Shares will generally not be suitable for an investor who
anticipates withdrawing sums in excess of the above limits shortly after
purchase.
HOW TO REDEEM SHARES
Under the 1940 Act, payment for shares redeemed must ordinarily be made
within seven days after tender. The right to redeem shares may be suspended and
payment therefor postponed during periods when the New York Stock Exchange is
closed, other than customary weekend and holiday closings, or if permitted by
rules of the Securities and Exchange Commission, during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for the Trust to dispose of its securities or to determine fairly the value of
its net assets or during any other period permitted by order of the Securities
and Exchange Commission for the protection of investors. Furthermore, the
Transfer Agent will not mail redemption proceeds until checks received for
shares purchased have cleared, which may take up to 15 days or more after
receipt of the check. See the Funds' current Prospectus for further information.
Redemptions by Class B and Class C shareholders will be subject to the
applicable deferred sales charge, if any.
The Trust has authorized one or more brokers to accept on its behalf purchase
and redemption orders. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Trust's behalf.
The Trust will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Customer orders will be priced at the Funds' net asset values next
computed after they are accepted by an authorized broker or the broker's
authorized designee.
REDEMPTION OF SMALL ACCOUNTS
Each shareholder account in the Funds which has been in existence for at
least one year and has a value of less than $200 may be redeemed upon the giving
of not less than 30 days written notice to the shareholder mailed to the address
of record. During the 60 day period the shareholder has the right to add to the
account to bring its value to $200 or more.
BY MAIL
Shareholders may redeem shares by making written request, executed in the
full name of the account, directly to Phoenix Funds c/o State Street Bank and
Trust Company, P.O. Box 8301, Boston, MA 02266-8301. However, when certificates
for shares are in the possession of the shareholder, they must be mailed or
presented, duly endorsed in the full name of the account, with a written request
to Equity Planning that the Trust redeem the shares. See the Funds' current
Prospectus for more information.
TELEPHONE REDEMPTIONS
Shareholders who do not have certificated shares may redeem up to $50,000
worth of their shares by telephone. See the Funds' current Prospectus for
additional information.
19
<PAGE>
BY CHECK (BOND FUND, HIGH YIELD FUND AND MONEY MARKET FUND ONLY)
Any shareholder of these Funds may elect to redeem shares held in his Open
Account by check. Checks will be sent to an investor upon receipt by Equity
Planning of a completed application and signature card (attached to the
application). If the signature card accompanies an individual's initial account
application, the signature guarantee section of the form may be disregarded.
However, the Trust reserves the right to require that all signatures be
guaranteed prior to the establishment of a check writing service account. When
an authorization form is submitted after receipt of the initial account
application, all signatures must be guaranteed regardless of account value.
Checks may be drawn payable to any person in an amount of not less than $500,
provided that immediately after the payment of the redemption proceeds the
balance in the shareholder's Open Account is $500 or more.
When a check is presented to Equity Planning for payment, a sufficient number
of full and fractional shares in the shareholder's Open Account will be redeemed
to cover the amount of the check. The number of shares to be redeemed will be
determined on the date the check is received by the Transfer Agent. Presently
there is no charge to the shareholder for the check writing service, but this
may be changed or modified in the future upon two weeks written notice to
shareholders. Checks drawn from Class B and Class C accounts are subject to the
applicable deferred sales charge, if any.
The checkwriting procedure for redemption enables a shareholder to receive
income accruing on the shares to be redeemed until such time as the check is
presented to Equity Planning for payment. Inasmuch as canceled checks are
returned to shareholders monthly, no confirmation statement is issued at the
time of redemption.
Shareholders utilizing withdrawal checks will be subject to Equity Planning's
rules governing checking accounts. A shareholder should make sure that there are
sufficient shares in his Open Account to cover the amount of any check drawn. If
insufficient shares are in the account and the check is presented to Equity
Planning on a banking day on which the Trust does not redeem shares (for
example, a day on which the New York Stock Exchange is closed), or if the check
is presented against redemption proceeds of an investment made by check which
has not been in the account for at least fifteen calendar days, the check may be
returned marked "Non-sufficient Funds" and no shares will be redeemed. A
shareholder may not close his account by a withdrawal check because the exact
value of the account will not be known until after the check is received by
Equity Planning.
REDEMPTION IN KIND
To the extent consistent with state and federal law, the Funds may make
payment of the redemption price either in cash or in kind. However, the Funds
have elected to pay in cash all requests for redemption by any shareholder of
record, limited in respect to each shareholder during any 90-day period to the
lesser of $250,000 or 1% of the net asset value of the Funds at the beginning of
such period. This election has been made pursuant to Rule 18f-1 under the
Investment Company Act of 1940 Act and is irrevocable while the Rule is in
effect unless the Securities and Exchange Commission, by order, permits the
withdrawal thereof. In case of a redemption in kind, securities delivered in
payment for shares would be readily marketable and valued at the same value
assigned to them in computing the net asset value per share of the Funds. A
shareholder receiving such securities would incur brokerage costs when he sold
the securities.
ACCOUNT REINSTATEMENT PRIVILEGE
Shareholders who may have overlooked features of their investment at the time
they redeemed have a privilege of reinvestment of their investment at net asset
value. See the Funds' current Prospectus for more information and conditions
attached to this privilege.
TAX-SHELTERED RETIREMENT PLANS
Shares of the Trust are offered in connection with the following qualified
prototype retirement plans: IRA, Rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA,
401(k), Profit-Sharing, Money Purchase Pension Plans and 403(b) Retirement
Plans. Write or call Equity Planning (800) 243-4361 for further information
about the plans.
MERRILL LYNCH DAILY K PLAN
Class A Shares of a Fund are made available to Merrill Lynch Daily K Plan
(the "Plan") participants at NAV without an initial sales charge if:
(i) the Plan is recordkept on a daily valuation basis by Merrill Lynch and,
on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in broker/dealer
funds not advised or managed by Merrill Lynch Asset Management L.P. ("MLAM")
that are made available pursuant to a Service Agreement between Merrill Lynch
and the fund's principal underwriter or distributor and in funds advised or
managed by MLAM (collectively, the "Applicable Investments");
20
<PAGE>
(ii) The Plan is recordkept on a daily valuation basis by an independent
recordkeeper whose services are provided through a contract or alliance
arrangement with Merrill Lynch, and, on the date the Plan Sponsor signs the
Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more
in assets, excluding money market funds, invested in Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by a Merrill
Lynch plan conversion manager, on the date the Plan Sponsor signs the Merrill
Lynch Recordkeeping Service Agreement.
Alternatively, Class B Shares of a Fund are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the requirements
for eligibility set for in (i) through (iii) above but either does not meet the
$3 million asset threshold or does not have 500 or more eligible employees.
Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing in
Class B Shares of a Fund convert to Class A Shares once the Plan has reached $5
million invested in Applicable Investments, or after the normal holding period
of seven years from the initial date of purchase.
DIVIDENDS, DISTRIBUTIONS AND TAXES
As stated in the Prospectus, it will be the policy of the Trust and of each
Fund that each comply with provisions of the Internal Revenue Code (the "Code")
relieving investment companies which distribute substantially all of their net
income from Federal income tax on the amounts distributed.
The Federal tax laws also impose a four percent nondeductible excise tax on
each regulated investment company with respect to an amount, if any, by which
such company does not meet distribution requirements specified in such tax laws.
The Trust intends that each Fund will comply with such distribution requirements
and thus does not expect to incur the four percent nondeductible excise tax.
As stated in the Prospectus, the Trust believes that each of its Funds will
be treated as a single entity. Prior to November 1, 1986, the Trust was treated
as a single entity.
To qualify for treatment as a regulated investment company ("RIC") each Fund
must, among other things: (a) derive in each taxable year at least 90% of its
gross income from dividends, interest and gains from the sale or other
disposition of securities; and (b) meet certain diversification requirements
imposed under the Code at the end of each quarter of the taxable year. Under
certain state tax laws, each Fund must also comply with the "short-short" test
to qualify for treatment as a RIC for state tax purposes. Under the
"short-short" test the Fund must derive less than 30% of its gross income each
taxable year as gains (without deduction for losses) from the sale or other
disposition of securities for less than three months. If in any taxable year
each Fund does not qualify as a regulated investment company, all of its taxable
income will be taxed at corporate rates. In addition, if in any tax year the
Fund does not qualify as a RIC for state tax purposes a capital gain dividend
may not retain its character in the hands of the shareholder for state tax
purposes.
Income dividends and short-term capital gains distributions, whether received
in shares or in cash, are treated by shareholders as ordinary income for Federal
income tax purposes. Prior to January 1, 1987, income dividends were eligible
for the dividends received exclusion of $100 ($200 for a joint return) available
to individuals and the 85% dividends received deduction available to corporate
shareholders, subject, in either case, to reduction, for various reasons,
including the fact that dividends received from domestic corporations in any
year were less than 95% of the distributing Fund's gross income, in the case of
individual distributees, or 100% of the distributing Fund's gross income, in the
case of corporate distributees. Any income dividends received after December 31,
1987 do not qualify for dividend exclusion on an individual tax return but
corporate shareholders are eligible for a 70% dividends received deduction (80%
in the case of a 20% shareholder) subject to a reduction for various reasons
including the fact that dividends received from domestic corporations in any
year are less than 100% of the distributing Fund's gross income. Gross income
includes the excess of net short-term capital gains over net long-term capital
losses.
Distributions which are designated by the Trust as long-term capital gains,
whether received in shares or in cash, are taxable to shareholders as long-term
capital gains (regardless of how long such person has been a shareholder) and
are not eligible for the dividends received exclusion. Any loss from the sale of
shares held for six months or less will be treated as long-term capital loss to
the extent of any capital gain distributions paid with respect to such shares.
Individuals are entitled to deduct "miscellaneous itemized deductions"
specified in the Code only to the extent they exceed two percent of the
individuals' "adjusted gross income." Effective January 1, 1988, included within
the miscellaneous itemized deductions subject to the two percent "floor" are
indirect deductions through certain pass-through entities such as the Funds. The
Secretary of the Treasury is authorized to prescribe regulations relating to the
manner in which the floor will be applied with respect to indirect deductions
and to the manner in which pass-through entities such as the Funds will report
such amounts to the individual shareholders. Individual shareholders are advised
that, pursuant to these rules, they may be required to report as income amounts
in excess of actual distributions made to them.
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<PAGE>
The Trust is required to withhold for income taxes, 31% of dividends,
distributions and redemption payments, if any of the following circumstances
exist: i) a shareholder fails to provide the Trust with a correct taxpayer
identification number ("TIN"); ii) the Trust is notified by the Internal Revenue
Service that the shareholder furnished an incorrect TIN; or iii) the Trust is
notified by the Internal Revenue Service that withholding is required because
the shareholder failed to report the receipt of dividends or interest from other
sources. Withholding may also be required for accounts with respect to which a
shareholder fails to certify that i) the TIN provided is correct and ii) the
shareholder is not subject to such withholding. However, withholding will not be
required from certain exempt entities nor those shareholders complying with the
procedures as set forth by the Internal Revenue Service. A shareholder is
required to provide the Trust with a correct TIN. The Trust in turn is required
to report correct taxpayer identification numbers when filing all tax forms with
the Internal Revenue Service. Should the IRS levy a penalty on the Trust for
reporting an incorrect TIN and that TIN was provided by the shareholder, the
Trust will pass the penalty onto the shareholder.
Dividends paid by a Fund from net investment income and net realized
short-term capital gains to a shareholder who is a nonresident alien individual,
a foreign trust or estate, a foreign corporation or a foreign partnership (a
"foreign shareholder") will be subject to United States withholding tax at a
rate of 30% unless a reduced rate of withholding or a withholding exemption is
provided under applicable treaty law. Foreign shareholders are urged to consult
their own tax advisors concerning the applicability of the United States
withholding tax and any foreign taxes.
This discussion of "Dividends, Distributions and Taxes" is a general and
abbreviated summary of applicable provisions of the Code and Treasury
regulations now in effect as currently interpreted by the courts and the
Internal Revenue Service. The Code and these Regulations, as well as the current
interpretations thereof, may be changed at any time by legislative, judicial, or
administrative action.
Shareholders ordinarily will also be subject to state income taxes on the
dividends and distributions they receive from each Fund. Shareholders are urged
to consult counsel or other competent tax advisers regarding specific questions
as to Federal, state or local taxes.
THE DISTRIBUTOR
Phoenix Equity Planning Corporation ("Equity Planning"), which has undertaken
to use its best efforts to find purchasers for shares of the Trust, serves as
the national distributor of the Trust's shares. Shares of each Fund are offered
on a continuous basis. Pursuant to distribution agreements for each class of
shares or distribution method, the Distributor will purchase shares of the Trust
for resale to the public, either directly or through securities dealers or
agents, and is obligated to purchase only those shares for which it has received
purchase orders. Equity Planning may also sell Trust shares pursuant to sales
agreements entered into with bank-affiliated securities brokers who, acting as
agent for their customers, place orders for Trust shares with Equity Planning.
If, because of changes in law or regulations, or because of new interpretations
of existing law, it is determined that agency transactions of bank-affiliated
securities brokers are not permitted, the Trustees will consider what action, if
any, is appropriate. It is not anticipated that termination of sales agreements
with bank-affiliated securities brokers would result in a loss to their
customers or a change in the net asset value per share of a Fund.
For the fiscal years ended October 31, 1997, 1998 and 1999, Equity Planning's
gross commissions on sales of Trust shares totaled $5,398,731, $4,783,475 and
$4,231,379, respectively, of which the principal underwriter received net
commissions of $1,156,623, $1,048,347 and $1,112,429, respectively, for its
services, the balance being paid to dealers. For the fiscal year ended October
31, 1999, the Distributor received net commissions of $390,176 for Class A
Shares and deferred sales charges of $722,252 for Class B and C Shares.
DEALER CONCESSIONS
Dealers with whom the Distributor has entered into sales agreements receive a
discount or commission as set forth below.
<TABLE>
<CAPTION>
DEALER DISCOUNT
SALES CHARGE SALES CHARGE OR AGENCY FEE
AMOUNT OF TRANSACTION AS PERCENTAGE AS PERCENTAGE AS PERCENTAGE OF
AT OFFERING PRICE OF OFFERING PRICE OF AMOUNT INVESTED OFFERING PRICE
----------------- ----------------- ------------------ --------------
<S> <C> <C> <C>
Less than $50,000 4.75% 4.99% 4.25%
$50,000 but under $100,000 4.50% 4.71% 4.00%
$100,000 but under $250,000 3.50% 3.63% 3.00%
$250,000 but under $500,000 3.00% 3.09% 2.75%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more None None None
</TABLE>
In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares and a sales commission of 1% of the sale price of
Class C Shares sold by such dealers. This sales commission will not be paid to
dealers for sales of Class B or Class C Shares purchased by 401(k) participants
of the Merrill Lynch Daily K Plan due to a waiver of the CDSC for these Plan
participants' purchases. Your broker,
22
<PAGE>
dealer or investment adviser may also charge you additional commissions or fees
for their services in selling shares to you provided they notify the Distributor
of their intention to do so.
Dealers and other entities who enter into special arrangements with the
Distributor may receive compensation for the sale and promotion of shares of the
Funds and/or for providing other shareholder services. Such fees are in addition
to the sales commissions referenced above and may be based upon the amount of
sales of fund shares by a dealer; the provision of assistance in marketing of
fund shares; access to sales personnel and information dissemination services;
provision of recordkeeping and administrative services to qualified employee
benefit plans; and other criteria as established by the Distributor. Depending
on the nature of the services, these fees may be paid either from the Funds
through distribution fees, service fees or transfer agent fees or in some cases,
the Distributor may pay certain fees from its own profits and resources. From
its own profits and resources, the Distributor does intend to: (a) sponsor
training and educational meetings and provide additional compensation to
qualifying dealers in the form of trips, merchandise or expense reimbursements;
(b) from time to time pay special incentive and retention fees to qualified
wholesalers, registered financial institutions and third party marketers; (c)
pay broker/dealers an amount equal to 1% of the first $3 million of Class A
Share purchases by an account held in the name of a qualified employee benefit
plan with at least 100 eligible employees, 0.50% on the next $3 million, plus
0.25% on the amount in excess of $6 million; and (d) excluding purchases as
described in (c) above, pay broker/dealers an amount equal to 1% of the amount
of Class A Shares sold above $1 million but under $3 million, 0.50% on the next
$3 million, plus 0.25% on the amount in excess of $6 million. If part or all of
such investment as described in (c) and (d) above, including investments by
qualified employee benefit plans, is subsequently redeemed within one year of
the investment date, the broker-dealer will refund to the Distributor such
amounts paid with respect to the investment. In addition, the Distributor may
pay the entire applicable sales charge on purchases of Class A Shares to
selected dealers and agents. From its own resources, the distributor intends to
pay the following additional compensation to Merrill Lynch, Pierce, Fenner &
Smith, Incorporated: 0.25% on sales of Class A and B Shares, 0.10% on sales of
Class C Shares, 0.10% on sales of Class A shares sold at net asset value, and
0.10% annually on the average daily net asset value of fund shares on which
Merrill Lynch is broker of record and which such shares exceed the amount of
assets on which Merrill Lynch is broker of record as of July 1, 1999. Any dealer
who receives more than 90% of a sales charge may be deemed to be an
"underwriter" under the Securities Act of 1933. Equity Planning reserves the
right to discontinue or alter such fee payment plans at any time.
ADMINISTRATIVE SERVICES
Equity Planning also acts as administrative agent of the Funds and as such
performs administrative, bookkeeping and pricing functions for the Funds. For
its services, Equity Planning will be paid a fee equal to the sum of (1) the
documented cost of fund accounting and related services provided by PFPC Inc.,
as subagent, plus (2) the documented cost of Equity Planning to provide
financial reporting and tax services and to oversee the subagent's performance.
The current fee schedule of PFPC Inc. is based upon the average of the aggregate
daily net asset values of the Funds, at the following incremental annual rates.
First $200 million .085%
$200 million to $400 million .05%
$400 million to $600 million .03%
$600 million to $800 million .02%
$800 million to $1 billion .015%
Greater than $1 billion .0125%
Percentage rates are applied to the aggregate daily net asset values of the
Funds. PFPC Inc. also charges minimum fees and additional fees for each
additional class of fund shares. Equity Planning retains PFPC Inc. as subagent
for each of the funds for which Equity Planning serves as administrative agent.
PFPC Inc. agreed to a modified fee structure and waived certain charges. Because
PFPC Inc.'s arrangement would have favored smaller funds over larger funds,
Equity Planning reallocates PFPC Inc.'s overall asset-based charges among all
funds for which it serves as administrative agent on the basis of the relative
net assets of each fund. As a result, the PFPC Inc. charges to the Fund are
expected to be slightly less than the amount that would be found through direct
application of the table illustrated above. For its services during the Fund's
fiscal year ended October 31, 1999, Equity Planning received $2,083,613.
DISTRIBUTION PLANS
The Funds have adopted separate amended and restated distribution plans under
Rule 12b-1 of the 1940 Act for each class of shares of the Funds other than
Class A Shares of the Money Market Fund (the "Class A Plan," the "Class B Plan,"
the "Class C Plan," and collectively the "Plans"). The Plans permit the Funds to
reimburse the Distributor for expenses incurred in connection with activities
intended to promote the sale of shares of each class of shares of the Funds.
23
<PAGE>
Pursuant to the Class B and Class C Plans, each Fund may reimburse the
Distributor monthly for actual expense of the Distributor up to 0.75% (0.50% for
the Class B Plan for the Money Market Fund) of the average daily net assets of
the Class B and Class C Shares, respectively. Expenditures under the Plans shall
consist of: (i) commissions to sales personnel for selling shares of the Funds;
(ii) compensation, sales incentives and payments to sales, marketing and service
personnel; (iii) payments to broker-dealers and other financial institutions
which have entered into agreements with the Distributor in the form of the
Dealer Agreement for Phoenix Funds for services rendered in connection with the
sale and distribution of shares of the Funds; (iv) payment of expenses incurred
in sales and promotional activities, including advertising expenditures related
to the Funds; (v) the costs of preparing and distributing promotional materials;
(vi) the cost of printing the Funds' Prospectus and Statement of Additional
Information for distribution to potential investors; and (vii) such other
similar services that the Trustees of the Funds determine are reasonably
calculated to result in the sale of shares of the Funds. In addition, the Funds
will pay the Distributor 0.25% annually of the average daily net assets of the
Funds' shares for providing services to the shareholders, including assistance
in connection with inquiries related to shareholder accounts (the "Service
Fee").
From the Service Fee, the Distributor expects to pay a quarterly fee to
qualifying broker/dealer firms, as compensation for providing personal services
and/or the maintenance of shareholder accounts, with respect to shares sold by
such firms. This fee will not exceed on an annual basis 0.25% of the average
annual net asset value of such shares, and will be in addition to sales charges
on Fund shares which are reallowed to such firms. To the extent that the entire
amount of the Service Fee is not paid to such firms, the balance will serve as
compensation for personal and account maintenance services furnished by the
Distributor.
From its own resources or pursuant to the Plan, and subject to the dealers'
prior approval, the Distributor may provide additional compensation to
registered representatives of dealers in the form of travel expenses, meals, and
lodging associated with training and educational meetings sponsored by the
Distributor. The Distributor may also provide gifts amounting in value to less
than $100, and occasional meals or entertainment, to registered representatives
of dealers. Any such travel expenses, meals, lodging, gifts or entertainment
paid will not be preconditioned upon the registered representatives' or dealers'
achievement of a sales target. The Distributor may, from time to time, reallow
the entire portion of the sales charge on Class A shares which it normally
retains to individual selling dealers. However, such additional reallowance
generally will be made only when the selling dealer commits to substantial
marketing support such as internal wholesaling through dedicated personnel,
internal communications and mass mailings.
Each Plan requires that at least quarterly the Trustees of the Trust review a
written report with respect to the amounts expended under the Plan and the
purposes for which such expenditures were made. While each Plan is in effect,
the Trust will be required to commit the selection and nomination of candidates
for Trustees who are not interested persons of the Trust to the discretion of
other Trustees who are not interested persons. Each Plan continues in effect
from year to year only provided such continuance is approved annually in advance
by votes of the majority of both (a) the Board of Trustees of the Trust and (b)
the Rule 12b-1 Trustees, cast in person at a meeting called for the purpose of
voting on the Plan and any agreements related to each Plan. No interested person
of the Trust and no Trustee who is not an interested person of the Trust, as
that term is defined in the Investment Company Act of 1940, has any direct or
indirect financial interest in the operation of the Plans.
For the fiscal year ended October 31, 1999, the Funds paid Rule l2b-l Fees in
the amount of $15,604,466, of which the principal underwriter received
$3,306,183; W.S. Griffith & Co., Inc., an affiliate, received $1,456,300; and
unaffiliated broker-dealers received $10,841,983. Distributor expenses under the
Plans consisted of: (1) advertising, $1,570,012; (2) printing and mailing of
prospectuses to other than current shareholders, $50,295; (3) compensation to
dealers, $13,855,211; (4) compensation to sales personnel, $2,840,742; (5)
service costs, $690,469, and (6) other, $855,035. The Distributor's expenses
from selling and servicing Class B Shares may be more than the payments received
from contingent deferred sales charges collected on redeemed shares and from the
Fund under the Class B Plan. Those expenses may be carried over and paid in
future years. At October 31, 1999, the end of the last Plan year, the
Distributor had incurred unreimbursed expenses under the Class B Plan of
$6,458,449 (equal to 0.06% of the Fund's net assets) which have been carried
over into the present Class B Plan year.
MANAGEMENT OF THE TRUST
The Trustees of the Trust are responsible for the overall supervision of the
operations of the Trust and perform the various duties imposed on Trustees by
the 1940 Act and Massachusetts business trust law.
24
<PAGE>
TRUSTEES AND OFFICERS
The trustees and executive officers of the Trust and their principal
occupations for at least the last five years are set forth below. Unless
otherwise noted, the address of each executive officer and trustee is 56
Prospect Street, Hartford, Connecticut 06115-0480.
<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
Robert Chesek (65) Trustee Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix
49 Old Post Road Funds. Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Wethersfield, CT 06109 Phelps Institutional Mutual Funds (1996-present).
E. Virgil Conway (70) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Blackrock Freddie Mac
Mortgage Securities Fund (Advisory Director) (1990-present),
Centennial Insurance Company (1974-present), Josiah Macy, Jr.,
Foundation (1975-present), The Harlem Youth Development
Foundation (1987-present; Chairman, 1998-present), Accuhealth
(1994-present), Trism, Inc. (1994-present), Realty Foundation of
New York (1972-present), Vice Chairman, The Academy of Political
Science (1985-present) and New York Housing Partnership
Development Corp. (Chairman) (1981-present). Director/Trustee,
Phoenix Funds (1993-present). Trustee, Phoenix-Aberdeen Series
Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc.
(1995-present). Chairman/Member, Audit Committee of the City of
New York (1981-1996). Advisory Director, Blackrock Fannie Mae
Mortgage Securities Fund (1989-1996) and Fund Directions
(1993-1998). Chairman, Financial Accounting Standards Advisory
Council (1992-1995).
Harry Dalzell-Payne (70) Trustee Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat, Elmore Court Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Elmore GL05, 962 3NT Institutional Mutual Funds (1996-present). Director, Duff &
U.K. Phelps Utilities Tax-Free Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present). Trustee, Phoenix-Seneca
Funds (1999-present). Formerly a Major General of the British Army.
*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
8477 Bay Colony Dr. Phoenix-Aberdeen Series Inc. and Phoenix Duff & Phelps
# 902 Institutional Mutual Funds (1996-present). Director, Duff &
Naples, FL 34108 Phelps Utilities Income Inc. (1987-present), Duff & Phelps
Utilities Tax-Free Income Inc. (1991-present) and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1993-present). Director,
The Empire District Electric Company (1984-present). Director
(1989-1997), Chairman of the Board (1993-1997), President
(1989-1993), and Chief Executive Officer (1989-1995), Phoenix
Investment Partners, Ltd.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
Leroy Keith, Jr. (61) Trustee Chairman (1995-present) and Chief Executive Officer (1995-1999),
Chairman Carson Products Company. Director/Trustee, Phoenix Funds
Carson Product Company (1980-present). Trustee, Phoenix-Aberdeen Series Fund and Phoenix
64 Ross Road Duff & Phelps Institutional Mutual Funds (1996-present).
Savannah, GA 30750 Director, Equifax Corp. (1991-present) and Evergreen
International Fund, Inc. (1989-present). Trustee, Evergreen
Liquid Trust, Evergreen Tax Exempt Trust, Evergreen Tax Free
Fund, Master Reserves Tax Free Trust, and Master Reserves Trust.
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Vice Chairman (1995-1997) and
President Chief Executive Officer (1995-present), Phoenix Investment
Partners, Ltd. Director (1994-present) and Executive Vice
President, Investments (1988-present), Phoenix Home Life Mutual
Insurance Company. Director/Trustee and President, Phoenix Funds
(1989-present). Trustee and President, Phoenix-Aberdeen Series Fund
and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. (1995-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1995-present). Trustee, Phoenix-Seneca Funds
(1999-present). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990-present), Phoenix Equity
Planning Corporation. Chairman and Chief Executive Officer,
Zweig/Glaser Advisers LLC (1999-present). Director, Phoenix Realty
Group, Inc. (1994-present), Phoenix Realty Advisors, Inc.
(1987-present), Phoenix Realty Investors, Inc. (1994-present),
Phoenix Realty Securities, Inc. (1994-present), PXRE Corporation
(Delaware) (1985-present) and World Trust Fund (1991-present).
Director and Executive Vice President, Phoenix Life and Annuity
Company (1996-present). Director and Executive Vice President, PHL
Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director and
President, Phoenix Securities Group, Inc. (1993-1995). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co., Inc.
Director (1992-present). Director, PHL Associates Inc.
(1995-present).
Everett L. Morris (71) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1991-present) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1993-present).
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
*James M. Oates (54) Trustee Chairman, IBEX Capital Markets, Inc. (formerly IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown Group
The Wydown Group (1994-present). Director, Phoenix Investment Partners, Ltd.
IBEX Capital Markets, Inc. (1995-present). Director/Trustee, Phoenix Funds (1987-present).
60 State Street Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present). Director, AIB Govett
Boston, MA 02109 Funds (1991-present), Investors Financial Service Corporation
(1995-present), Investors Bank & Trust Corporation
(1995-present), Plymouth Rubber Co. (1995-present), Stifel
Financial (1996-present), Command Systems, Inc. (1998-present),
Connecticut River Bancorp (1998-present) and Endowment for Health
(1999-present). Member, Chief Executives Organization
(1996-present). Director, Blue Cross and Blue Shield of New
Hampshire (1994-1999). Vice Chairman, Massachusetts
Housing-Partnership (1998-2000).
*Calvin J. Pedersen (58) Trustee Director (1986-present), President (1993-2000) and Executive Vice
Phoenix Investment President (1992-1993), Phoenix Investment Partners, Ltd.
Partners, Ltd. Director/Trustee, Phoenix Funds (1995-present). Trustee,
55 East Monroe Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Suite 3600 Institutional Mutual Funds (1996-present). President and Chief
Chicago, IL 60603 Executive Officer, Duff & Phelps Utilities Tax-Free Income Inc.
(1997-present), Duff & Phelps Utilities Income Inc.
(1994-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present).
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present). Director, Boston
Sherborn, MA 01770 Edison Company (1978-present), Landauer, Inc. (medical services)
(1970-present), Tech Ops./Sevcon, Inc. (electronic controllers)
(1987-present), and Mark IV Industries (diversified manufacturer)
(1985-present). Member, Directors Advisory Council, Phoenix Home
Life Mutual Insurance Company (1998-present). Director, Phoenix
Home Life Mutual Insurance Company (1972-1998).
Richard E. Segerson (54) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Managing Director,
Mullin Associates (1993-1998).
Lowell P. Weicker, Jr. (68) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present). Director, UST Inc.
(1995-present), HPSC Inc. (1995-present), Compuware (1996-present)
and Burroughs Wellcome Fund (1996-present). Visiting Professor,
University of Virginia (1997-present). Director, Duty Free
International, Inc. (1997). Chairman, Dresing, Lierman, Weicker
(1995-1996). Governor of the State of Connecticut (1991-1995).
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
Michael E. Haylon (42) Executive Vice Director and Executive Vice President--Investments, Phoenix
President Investment Partners, Ltd. (1995-present). Executive Vice
President, Phoenix Funds (1993-present) and Phoenix-Aberdeen
Series Fund (1996-present). Executive Vice President
(1997-present), Vice President (1996-1997), Phoenix Duff & Phelps
Institutional Mutual Funds. Director (1994-present), President
(1995-present), Executive Vice President (1994-1995), Vice
President (1991-1994), Phoenix Investment Counsel, Inc. Director,
Phoenix Equity Planning Corporation (1995-present). Senior Vice
President, Securities Investments, Phoenix Home Life Mutual
Insurance Company (1993-1995).
John F. Sharry (47) Executive Vice President, Retail Division (1999-present), Executive Vice
President President, Retail Division (1997-1999), Phoenix Investment
Partners, Ltd. Managing Director, Retail Distribution, Phoenix
Equity Planning Corporation (1995-present). Executive Vice
President, Phoenix Funds and Phoenix-Aberdeen Series Funds
(1998-present). Managing Director, Director and National Sales
Manager, Putnam Mutual Funds (until 1995).
Roger Engemann (59) Senior Vice President and Director (1969-present), Roger Engemann &
600 North Rosemead Blvd. President Associates, Inc. Senior Vice President, Phoenix Series Fund,
Pasadena, CA 91107 Phoenix Strategic Equity Series Fund (1998-present). Vice
President, Phoenix Investment Counsel, Inc. (1998-present).
Chairman, Owner (1996-present), Pasadena National Trust Company.
Chairman, President and Director (1988-present), Pasadena Capital
Corporation. Chairman of the Board, President and Trustee
(1986-present), Phoenix-Engemann Funds. Chairman, President and
Director, Roger Engemann Management Co., Inc. (1985-present).
James D. Wehr (42) Senior Vice Senior Vice President, Fixed Income (1998-present), Managing
President Director, Fixed Income (1996-1998), Vice President (1991-1996),
Phoenix Investment Counsel, Inc. Senior Vice President
(1997-present), Vice President (1988-1997) Phoenix Multi-Portfolio
Fund; Senior Vice President (1997-present), Vice President
(1990-1997) Phoenix Series Fund; Senior Vice President (1997-present),
Vice President (1991-1997) The Phoenix Edge Series Fund; Senior Vice
President (1997-present), Vice President (1993-1997) Phoenix-Goodwin
California Tax Exempt Bonds, Inc., and Senior Vice President
(1997-present), Vice President (1996-1997) Phoenix Duff & Phelps
Institutional Mutual Funds. Senior Vice President (1997-present)
Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc., Phoenix-Goodwin
Multi-Sector Short Term Bond Fund, Phoenix-Oakhurst Income & Growth
Fund and Phoenix Strategic Allocation Fund, Inc. Senior Vice
President and Chief Investment Officer, Duff & Phelps
Utilities Tax Free Income Inc. (1997-present). Managing Director,
Public Fixed Income, Phoenix Home Life Insurance Company
(1991-1995).
David L. Albrycht (38) Vice Managing Director, Fixed Income (1996-present) and Vice President
President (1995-1996), Phoenix Investment Counsel, Inc. Vice President,
Phoenix-Goodwin Multi-Portfolio Fund (1993-present), Phoenix-Goodwin
Multi-Sector Short Term Bond Fund (1993-present), Phoenix-Goodwin
Multi-Sector Fixed Income Fund, Inc. (1994-present), The
Phoenix Edge Series Fund (1997-present) and Phoenix Series Fund
(1997-present). Portfolio Manager, Phoenix Home Life Mutual Insurance
Company (1995-1996).
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
Steven L. Colton (40) Vice Managing Director, Value Equities, Phoenix Investment Counsel,
President Inc. (1997-present). Vice President, The Phoenix Edge Series
Fund, Phoenix Series Fund, Phoenix Equity Series Fund
(1997-present). Vice President, Phoenix-Oakhurst Income & Growth
Fund and Phoenix-Oakhurst Strategic Allocation Fund, Inc.
(1998-present). Vice President/Senior Portfolio Manager, American
Century Investment Management (1987-1997). Portfolio Manager,
American Century/Benham Income and Growth Fund (1990-1997),
American Century/Benham Equity Growth Fund (1991-1996) and
American Century/Benham Utilities Income Fund (1993-1997).
Robert A. Driessen (52) Vice President Vice President, Compliance, Phoenix Investment Partners, Ltd.
(1999-present). Vice President, Phoenix Funds, Phoenix-Aberdeen
Series Fund, Phoenix-Duff & Phelps Institutional Mutual Funds and
Phoenix-Seneca Funds (1999-present). Vice President, Risk
Management Liaison, Bank of America (1996-1999). Vice President,
Securities Compliance, The Prudential Insurance Company of
America (1993-1996). Branch Chief/Financial Analyst, Securities
and Exchange Commission, Division of Investment Management
(1972-1993).
Christopher J. Kelleher (44) Vice Managing Director, Fixed Income (1996-present), Vice President
President (1991-1996), Phoenix Investment Counsel, Inc. Vice President,
Phoenix Series Fund (1989-present), The Phoenix Edge Series Fund
(1989-present), Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present), Phoenix-Oakhurst Income & Growth Fund (1998-present)
and Phoenix-Oakhurst Strategic Allocation Fund (1998-present).
Portfolio Manager, Public Bonds, Phoenix Home Life Insurance Company
(1991-1995).
James E. Mair (58) Vice Executive Vice President (1994-present) and Senior Vice President
600 North Rosemead Blvd. President (1983-1994), Roger Engemann & Associates, Inc. Vice President,
Pasadena, CA 91107 Phoenix Series Fund (1998-present). Managing Director, Equities,
Phoenix Investment Counsel, Inc. (1998-present). Executive Vice
President (1994-present) and Security Analyst (1983-1994), Roger
Engemann Management Co., Inc. Executive Vice President and
Director (1994-present), Pasadena Capital Corporation. Director
(1989-present), Pasadena National Trust Company.
William R. Moyer (55) Vice Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. President (1999-present), Senior Vice President and Chief Financial Officer
P.O. Box 2200 (1995-1999), Phoenix Investment Partners, Ltd. Director
Enfield, CT 06083-2200 (1998-present), Senior Vice President, Finance (1990-present),
Chief Financial Officer (1996-present), and Treasurer (1994-1996
and 1998-present), Phoenix Equity Planning Corporation. Director
(1998-present), Senior Vice President (1990-present), Chief
Financial Officer (1996-present) and Treasurer (1994-present),
Phoenix Investment Counsel, Inc. Director (1998-present), Senior
Vice President and Chief Financial Officer, Duff & Phelps
Investment Management Co. (1996-present). Vice President, Phoenix
Funds (1990-present), Phoenix-Duff & Phelps Institutional Mutual
Funds (1996-present) and Phoenix-Aberdeen Series Fund
(1996-present). Senior Vice President and Chief Financial
Officer, W. S. Griffith & Co., Inc. (1992-1995) and Townsend
Financial Advisers, Inc. (1993-1995). Vice President, Investment
Products Finance, Phoenix Home Life Mutual Insurance Company
(1990-1995).
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
Timothy P. Norman (45) Vice Managing Director, Fixed Income, Phoenix Investment Counsel, Inc.
President (1998-present). Vice President, Phoenix Series Fund (1998-present).
Executive Vice President (1995-present), Senior Vice President
(1993-1995), Duff & Phelps Investment Management Co.
Christopher J. Saner (39) Vice Managing Director, Fixed Income, Phoenix Investment Counsel, Inc.
President (1997-present). Vice President, Phoenix Duff & Phelps
Institutional Mutual Funds (1998-present) and Phoenix Series Fund
(1998-present). Director, Corporate Portfolio Management, Phoenix
Home Life Mutual Insurance Company (1992-1997).
Julie L. Sapia (42) Vice Director, Money Market Trading (1997-present), Head Money Market
President Trader (1997), Money Market Trader (1995-1997), Phoenix
Investment Counsel, Inc. Vice President, The Phoenix Edge Series
Fund, Phoenix Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds and Phoenix-Aberdeen Series Fund (1997-present).
Various positions with Phoenix Home Life Mutual Insurance Company
(1985-1995).
Andrew Szabo (35) Vice Managing Director, Fixed Income, Phoenix Investment Counsel, Inc.
President (1997-present). Vice President, Phoenix Series Fund
(1998-present) and Phoenix Duff & Phelps Institutional Mutual
Funds (1998-present).
John S. Tilson (55) Vice Executive Vice President (1994-present), Senior Vice President
600 North Rosemead Blvd. President (1983-1994), Roger Engemann & Associates, Inc. Vice President,
Pasadena, CA 91107 Phoenix Series Fund (1998-present). Managing Director Equities,
Phoenix Investment Counsel, Inc. (1998-present), Executive Vice
President and Director (1994-present), Senior Vice President and
Director (1990-1994), Pasadena Capital Corporation. Executive
Vice President (1994-present) and Security Analyst (1983-1994),
Roger Engemann Management Co., Inc. Chief Financial Officer and
Secretary (1988-present), Phoenix-Engemann Funds.
Nancy G. Curtiss (47) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix Duff & Phelps Institutional
Mutual Funds (1995-present) and Phoenix-Aberdeen Series Fund
(1996-present). Second Vice President and Treasurer, Fund
Accounting, Phoenix Home Life Mutual Insurance Company
(1994-1995). Various positions with Phoenix Home Life Insurance
Company (1987-1994).
G. Jeffrey Bohne (52) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Senior Vice President
Greenfield, MA 01301 (1999-present) and Vice President, (1996-1999), Mutual Fund
Customer Service; Vice President, Transfer Agent Operations
(1993-1996), Phoenix Equity Planning Corporation. Secretary/Clerk,
Phoenix Funds (1993-present), Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Aberdeen Series Fund
(1996-present).
</TABLE>
- -------
* Trustees identified with an asterisk are considered to be interested persons
of the Trust (within the meaning of the Investment Company Act of 1940, as
amended) because of their affiliation with Phoenix Investment Counsel, Inc.,
Phoenix Equity Planning Corporation or Phoenix Investment Partners, Ltd.
For services rendered to the Trust during the fiscal year ended October 31,
1999, the Trustees received an aggregate of $91,463 from the Trust as Trustees'
fees. For services on the Board of Trustees of the Phoenix Funds, each Trustee
who is not a full-time employee of the Adviser or any of its affiliates
currently receives a retainer at the annual rate of $40,000 and $2,500 per joint
meeting of the Boards. Each Trustee who serves on the Audit Committee receives a
retainer at the annual rate of $2,000 and a fee of $2,000 per joint Audit
Committee meeting attended. Each Trustee who serves on the Nominating Committee
receives an
30
<PAGE>
annual retainer at the annual rate of $1,000 and a fee of $1,000 per joint
Nominating Committee meeting attended. Each Trustee who serves on the Executive
Committee and who is not an interested person of the Trust receives a retainer
at the annual rate of $2,000 and $2,000 per joint Executive Committee meeting
attended. The function of the Executive Committee is to serve as a contract
review, compliance review and performance review delegate of the full Board of
Trustees. Trustee costs are allocated equally to each of the Series and the
Funds within the Phoenix Fund complex. The foregoing fees do not include
reimbursement of expenses incurred in connection with meeting attendance.
Officers and employees of the Adviser who are not interested persons are
compensated for their services by the Adviser and receive no compensation from
the Trust.
For the Trust's last fiscal year ending October 31, 1998, the Trustees
received the following compensation:
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
PENSION OR FROM FUND AND
AGGREGATE RETIREMENT BENEFITS ESTIMATED FUND COMPLEX
COMPENSATION ACCRUED AS PART ANNUAL BENEFITS (14 FUNDS)
NAME FROM FUND OF FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES
---- --------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Robert Chesek $8,663 $63,750
E. Virgil Conway[dagger] $11,250 $83,250
Harry Dalzell-Payne[dagger] $10,163 $95,000
Francis E. Jeffries $8,250* $61,000
Leroy Keith, Jr. $8,663 None None $63,750
Philip R. McLoughlin[dagger] 0 for any for any 0
Everett L. Morris[dagger] $7,500* Trustee Trustee $58,000
James M. Oates[dagger] $9,750 $72,250
Calvin J. Pedersen 0 0
Herbert Roth, Jr.[dagger] $8,100* $60,750
Richard E. Segerson $9,750* $72,000
Lowell P. Weicker, Jr. $9,375 $68,500
</TABLE>
* This compensation (and the earnings thereon) was deferred pursuant to the
Deferred Compensation Plan. At December 31, 1999, the total amount of deferred
compensation (including interest and other accumulation earned on the original
amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and Segerson was
$432,136.70, $179,151.26, $174,057.08 and $80,254.57, respectively. At
present, by agreement among the Fund, the Distributor and the electing
director, director fees that are deferred are paid by the Fund to the
Distributor. The liability for the deferred compensation obligation appears
only as a liability of the Distributor.
[dagger] Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.
At February 3, 2000, the Trustees and officers as a group owned less than 1%
of the then outstanding shares of the Trust.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of February 3, 2000 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.
31
<PAGE>
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER NAME OF FUND NUMBER OF SHARES PERCENT OF CLASS
- ------------------- ------------ ---------------- ----------------
<S> <C> <C> <C>
Trustees of Phoenix Savings and Aggressive 1,119,127 6.29%
Investment Plan Growth Fund
100 Bright Meadow Blvd Class A
PO Box 1900
Enfield, CT 06083-1900
MLPF&S for the sole benefit of its customers* Capital Growth Fund 188,698 5.01%
ATTN: Fund Administration Class B
4800 Deer Lake Dr E 3rd Fl Aggressive Growth Fund 114,192 7.42%
Jacksonville, FL 32246-6484 Class B
High Yield Fund 1,525,324 20.46%
Class B
High Yield Fund 152,033 36.81%
Class C
Core Bond Fund 285,089 25.96%
Class B
Phoenix Equity Planning Corp Money Market Fund 13,035,959 6.37%
Attn: Corporate Accounting Dept. Class A
C/O Gene Charon, Controller Money Market Fund 101,161 29.76%
100 Bright Meadow Blvd. Class C
Enfield, CT 06082-1957 Core Bond Fund 11,389 65.11%
Class C
TTEES of Phoenix Savings & Money Market Fund 11,146,225 5.45%
Investment Plan Class A
C/O Howard Beardsley - HR 3E103
100 Bright Meadow Blvd.
P.O. Box 2200
Enfield, CT 06082-2200
Phoenix Equity Planning Corp Money Market Fund
Attn: Corporate Accounting Dept. Class C
C/O Gene Charon, Controller
100 Bright Meadow Blvd.
Enfield, CT 06082-1957
State Street Bank & Trust Co. Money Market Fund 75,598 22.24%
Cust. for the Sep. IRA of Class C
Christian A. Carlson
1110 24th Avenue E.
Seattle, WA 98112-3608
State Street Bank & Trust Co. Core Bond Fund 6,094 34.84%
Cust. for the IRA Rollover of Class C
Richard A. Esten
12 Partridge Ct.
Simsbury, CT 06070
Kirstin Rachelle Plotner Money Market Fund 56,518 16.63%
2754 Santa Ynez St. Class C
Santa Ynez, CA 93460-9535
Sterling Trust Co., TTEE Money Market Fund 20,303 5.97%
FBO Grace H. Bargstadt IRA Class C
AC#49316
P.O. Box 2526
Waco, TX 76702-2526
Elodia A. Noragony Money Market Fund 19,962 5.87%
427 El Nido St. Class C
Santa Maria, CA 93455-1710
</TABLE>
* Record owner only for its individual customers. To the Trust's knowledge, no
customer beneficially owned 5% or more of the total outstanding shares of any
Class of any Fund.
32
<PAGE>
OTHER INFORMATION
CAPITAL STOCK
The capitalization of the Trust consists solely of an unlimited number of
shares of beneficial interest. The Trust currently offers shares in different
Funds and different classes of those Funds. Holders of shares of a Fund have
equal rights with regard to voting, redemptions, dividends, distributions, and
liquidations with respect to that Fund. Shareholders of all Funds vote on the
election of Trustees. On matters affecting an individual Fund (such as approval
of an investment advisory agreement or a change in fundamental investment
policies) and on matters affecting an individual class (such as approval of
matters relating to a Plan of Distribution for a particular class of shares), a
separate vote of that Fund or Class is required. Regular shareholder meetings
are held every third calendar year for the purpose of electing the Trustees. In
addition, the Trustees will call a meeting when at least 10% of the outstanding
shares so request in writing. If the Trustees fail to call a meeting after being
so notified, the Shareholders may call the meeting. The Trustees will assist the
Shareholders by identifying other shareholders or mailing communications, as
required under Section 16(c) of the 1940 Act.
Shares are fully paid, nonassessable, redeemable and fully transferable when
they are issued. Shares do not have cumulative voting rights, preemptive rights
or subscription rights. The assets received by the Trust for the issue or sale
of shares of each Fund, and any class thereof and all income, earnings, profits
and proceeds thereof, are allocated to such Fund, and class, respectively,
subject only to the rights of creditors, and constitute the underlying assets of
such Fund or class. The underlying assets of each Fund are required to be
segregated on the books of account, and are to be charged with the expenses in
respect to such Fund and with a share of the general expenses of the Trust. Any
general expenses of the Trust not readily identifiable as belonging to a
particular Fund or class will be allocated by or under the direction of the
Trustees as they determine fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a business trust such as the Trust may be personally liable for
debts or claims against the Trust. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Trust and that every written agreement, undertaking or
obligation made or issued by the Trust shall contain a provision to that effect.
The Declaration of Trust provides for indemnification out of the Trust property
for all losses and expenses of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability, which is considered remote, is limited
to circumstances in which the Trust itself would be unable to meet its
obligations.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110, has been
selected independent accountants for the Trust. PricewaterhouseCoopers LLP
audits the Trust's annual financial statements and expresses an opinion thereon.
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company ("State Street"), P.O. Box 351, Boston,
MA 02101, serves as custodian of the Trust's assets (the "Custodian"). Equity
Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200,
acts as Transfer Agent for the Trust (the "Transfer Agent"). As compensation,
Equity Planning receives a fee equivalent to $17.95 for each designated
shareholder account, plus out-of-pocket expenses. Transfer Agent fees are also
utilized to offset costs and fees paid to subtransfer agents employed by Equity
Planning. State Street Bank and Trust Company serves as a subtransfer agent
pursuant to a Subtransfer Agency Agreement.
REPORT TO SHAREHOLDERS
The fiscal year of the Trust ends on October 31. The Trust will send
financial statements to its shareholders at least semiannually. An Annual Report
containing financial statements audited by the Trust's independent accountants
will be sent to shareholders each year.
FINANCIAL STATEMENTS
The Fund's audited Financial Statements for the fiscal year ended October 31,
1999, appearing in the Fund's 1999 Annual Report to Shareholders are
incorporated herein by reference.
33
<PAGE>
APPENDIX
A-1 AND P-1 COMMERCIAL PAPER RATINGS
The Money Market Fund will only invest in commercial paper which at the date
of investment is rated A-l by Standard & Poor's Corporation or P-1 by Moody's
Investors Services, Inc., or, if not rated, is issued or guaranteed by companies
which at the date of investment have an outstanding debt issue rated AA or
higher by Standard & Poor's or Aa or higher by Moody's.
Commercial paper rated A-1 by Standard & Poor's Corporation ("S&P") has the
following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better. The issuer has
access to at least two additional channels of borrowing. Basic earnings and cash
flow have an upward trend with allowance made for unusual circumstances.
Typically, the issuer's industry is well established and the issuer has a strong
position within the industry. The reliability and quality of management are
unquestioned.
The rating P-1 is the highest commercial paper rating assigned by Moody's
Investors Services, Inc. ("Moody's"). Among the factors considered by Moody's in
assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationship which exists with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations.
MOODY'S INVESTORS SERVICE, INC., CORPORATE BOND RATINGS
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C--Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
STANDARD AND POOR'S CORPORATION'S CORPORATE BOND RATINGS
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.
34
<PAGE>
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay principal and interest for bonds in this category
than for bonds in the A category.
BB-B-CCC-CC--Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
D--Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
35
<PAGE>
Phoenix-Duff & Phelps Core Bond Fund Series
INVESTMENTS AT OCTOBER 31, 1999
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ------- -----------
U.S. GOVERNMENT SECURITIES--6.1%
U.S. Treasury Notes 6.25%, 10/31/01(d) .... AAA $ 6,000 $ 6,047,976
U.S. Treasury Notes 5.75%, 4/30/03 ........ AAA 3,500 3,477,095
- -------------------------------------------------------------------------------
Total U.S. Government Securities
(Identified cost $9,632,500) 9,525,071
- -------------------------------------------------------------------------------
AGENCY MORTGAGE-BACKED SECURITIES--59.7%
Fannie Mae 10%, 5/25/04 ................... AAA 1,206 1,256,178
Fannie Mae 6.75%, 5/25/19 ................. AAA 1,000 989,782
Fannie Mae 6.75%, 6/25/21 ................. AAA 1,000 989,956
Fannie Mae TBA 6.50%, 5/15/13 ............. AAA 4,000 3,918,750
Fannie Mae TBA 6%, 10/19/13 ............... AAA 10,650 10,227,328
GNMA 8.50%, '01-'22 ....................... AAA 181 183,950
GNMA 8%, 9/15/05 .......................... AAA 82 83,834
GNMA 8%, 9/15/06 .......................... AAA 11 10,878
GNMA 7.50%, 12/15/25 ...................... AAA 5,182 5,198,375
GNMA 7.50%, 10/15/26 ...................... AAA 1,232 1,234,747
GNMA 7%, 1/15/28 .......................... AAA 7,454 7,310,014
GNMA 7%, 3/15/28 .......................... AAA 9,822 9,631,494
GNMA 6.50%, 9/15/28 ....................... AAA 4,921 4,701,199
GNMA 6.50%, 9/15/28 ....................... AAA 7,601 7,261,752
GNMA 6.50%, 9/15/28 ....................... AAA 17,428 16,648,849
GNMA 6%, 1/15/29 .......................... AAA 10,563 9,800,548
GNMA 6%, 1/15/29 .......................... AAA 3,579 3,320,621
GNMA 6%, 1/15/29 .......................... AAA 8,842 8,203,559
GNMA 7.50%, 1/15/29 ....................... AAA 2,578 2,584,903
- -------------------------------------------------------------------------------
Total Agency Mortgage-Backed Securities
(Identified cost $97,487,004) 93,556,717
- -------------------------------------------------------------------------------
4
<PAGE>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ------- -----------
MUNICIPAL BONDS--7.9%
California--3.7%
San Francisco City & County Redevelopment
Agency Revenue Taxable 9.75%,
6/1/13(d) ................................. AAA $ 4,800 $ 5,868,000
Illinois--2.6%
Chicago Public Building Commission Special
Obligation Taxable 6.65%, 1/1/01(c) ....... AAA 1,000 1,002,500
Chicago Public Building Commission
Special Obligation Taxable 7%,
1/1/06(c) ................................. AAA 2,000 2,005,000
Chicago Public Building Commission
Special Obligation Taxable 7%,
1/1/07(c) ................................. AAA 1,050 1,052,625
------------
4,060,125
------------
Massachusetts--1.6%
Massachusetts Port Authority Revenue
Taxable Series C 6.35%, 7/1/06 ............ AA- 1,000 962,500
Massachusetts Port Authority Revenue
Taxable Series C 6.45%, 7/1/09 ............ AA- 1,575 1,496,250
------------
2,458,750
------------
- --------------------------------------------------------------------------------
Total Municipal Bonds
(Identified cost $12,826,194) 12,386,875
- --------------------------------------------------------------------------------
ASSET-BACKED SECURITIES--0.8%
ContiMortgage Home Equity Loan
Trust 98-1, B 7.86%, 4/15/29 .............. BBB- 1,470 1,344,590
- --------------------------------------------------------------------------------
Total Asset-Backed Securities
(Identified cost $1,478,728) 1,344,590
- --------------------------------------------------------------------------------
See Notes to Financial Statements
<PAGE>
Phoenix-Duff & Phelps Core Bond Fund Series
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ------- -----------
CORPORATE BONDS--10.5%
Banks (Money Center)--1.8%
Citicorp Capital I 7.933%, 2/15/27 .......... A $ 3,000 $2,865,000
Computers (Software & Services)--2.6%
Electronic Data Systems Corp. 7.125%,
10/15/09 .................................... A+ 4,000 4,005,000
Consumer Finance--2.3%
Ford Motor Credit Co. 5.80%, 1/12/09 A 4,000 3,615,000
Telecommunications (Long Distance)--3.8%
MCI WorldCom, Inc. 7.75%, 4/1/07(d) ......... A 3,000 3,108,750
US West Capital Funding, Inc. 6.375%,
7/15/08(d) .................................. A- 3,000 2,812,500
- --------------------------------------------------------------------------------
Total Corporate Bonds
(Identified cost $16,282,427) 16,406,250
- --------------------------------------------------------------------------------
NON-AGENCY MORTGAGE-BACKED
SECURITIES--1.9%
J.P. Morgan Commercial Mortgage Finance
Corp. 97-C5, A2 7.069%, 9/15/29 ............. AAA 3,000 2,997,210
- --------------------------------------------------------------------------------
Total Non-Agency Mortgage-Backed Securities
(Identified cost $2,967,664) 2,997,210
- --------------------------------------------------------------------------------
PREFERRED STOCKS--11.1%
REITS--11.1%
SHARES
------
Home Ownership Funding 2, Step-down
Pfd. 144A 13.338%(b)(e) ..................... 20,722 17,494,590
- --------------------------------------------------------------------------------
Total Preferred Stocks
(Identified cost $18,049,396) 17,494,590
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Long-Term Investments--98.0%
(Identified cost $158,723,913) 153,711,303
- --------------------------------------------------------------------------------
<PAGE>
SHARES VALUE
-------- --------
SHORT-TERM OBLIGATIONS--9.9%
Money Market Mutual Funds--9.9%
State Street Global Advisors Seven Seas
Money Market Fund (5.07% seven day
effective yield) ............................ 15,472,142 $ 15,472,142
- --------------------------------------------------------------------------------
Total Short-Term Obligations
(Identified cost $15,472,142) 15,472,142
- --------------------------------------------------------------------------------
Total Investments--107.9%
Identified cost ($174,196,055) 169,183,445(a)
Cash and receivables, less liabilities--(7.9%) (12,422,425)
------------
NET ASSETS--100.0% $156,761,020
============
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $309,244 and gross
depreciation of $5,321,854 for federal income tax purposes. At October 31,
1999, the aggregate cost of securities for federal income tax purpose was
$174,196,055.
(b) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At October 31,
1999, these securities amounted to a value of $17,494,590 or 11.2% of net
assets.
(c) These bonds are fully defeased by U.S. Government Treasury Obligations.
(d) All or portion segregated as collateral.
(e) Variable or step coupon security; interest rate shown reflects the rate
currently in effect.
See Notes to Financial Statements 5
<PAGE>
Phoenix-Duff & Phelps Core Bond Fund Series
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999
Assets
Investment securities at value
(Identified cost $174,196,055) $ 169,183,445
Receivables
Interest 1,393,924
Fund shares sold 687,132
Prepaid expenses 3,393
-------------
Total assets 171,267,894
-------------
Liabilities
Payables
Investment securities purchased 14,078,031
Fund shares repurchased 211,982
Investment advisory fee 59,838
Transfer agent fee 44,652
Distribution fee 40,817
Financial agent fee 16,877
Trustees' fee 4,216
Accrued expenses 50,461
-------------
Total liabilities 14,506,874
-------------
Net Assets $ 156,761,020
=============
Net Assets Consist of:
Capital paid in on shares of beneficial interest 176,251,277
Undistributed net investment income 279,102
Accumulated net realized loss (14,756,749)
Net unrealized depreciation (5,012,610)
-------------
Net Assets $ 156,761,020
=============
Class A
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $144,923,207) 16,032,902
Net asset value per share $9.04
Offering price per share $9.04/(1-4.75%) $9.49
Class B
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $11,737,179) 1,308,372
Net asset value and offering price per share $8.97
Class C
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $100,634) 11,191
Net asset value and offering price per share $8.99
6
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1999
Investment Income
Interest $ 10,170,897
Dividends 1,522,238
Security lending 89,248
------------
Total investment income 11,782,383
------------
Expenses
Investment advisory fee 796,046
Distribution fee, Class A 410,940
Distribution fee, Class B 125,177
Distribution fee, Class C 52
Financial agent fee 179,917
Transfer agent 295,560
Printing 39,412
Professional 22,708
Custodian 15,083
Trustees 16,949
Registration 20,236
Miscellaneous 8,545
------------
Total expenses 1,930,625
-------------
Net investment income 9,851,758
Net Realized and Unrealized Gain (Loss) on Investments
Net realized loss on securities (6,568,044)
Net change in unrealized appreciation (depreciation)
on investments (7,313,523)
-------------
Net loss on investments (13,881,567)
Net decrease in net assets resulting from operations ($4,029,809)
==========
See Notes to Financial Statements
<PAGE>
Phoenix-Duff & Phelps Core Bond Fund Series
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
----------- ----------
<S> <C> <C>
From Operations
Net investment income (loss) $ 9,851,758 $ 10,062,931
Net realized gain (loss) (6,568,044) 4,600,713
Net change in unrealized appreciation (depreciation) (7,313,523) (337,053)
------------- -------------
Increase (decrease) in net assets resulting from operations (4,029,809) 14,326,591
------------- -------------
From Distributions to Shareholders
Net investment income, Class A (9,689,868) (10,374,488)
Net investment income, Class B (665,018) (383,148)
Net investment income, Class C (279) --
In excess of net investment income, Class A (761,865) (466,829)
In excess of net investment income, Class B (52,287) (17,241)
In excess of net investment income, Class C (22) --
------------- -------------
Decrease in net assets from distributions to shareholders (11,169,339) (11,241,706)
------------- -------------
From Share Transactions
Class A
Proceeds from sales of shares (5,788,523 and 4,455,347 shares, respectively) 54,202,911 43,833,411
Net asset value of share issued from reinvestment of distributions
(655,169 and 659,479 shares, respectively) 6,141,277 6,426,680
Cost of shares repurchased (8,786,721 and 5,613,314 shares, respectively) (81,913,552) (54,907,874)
------------- -------------
Total (21,569,364) (4,647,783)
------------- -------------
Class B
Proceeds from sales of shares (657,595 and 1,026,865 shares, respectively) 6,129,389 10,046,636
Net asset value of share issued from reinvestment of distributions (38,674 358,715 226,393
and 23,348 shares, respectively)
Cost of shares repurchased ( 709,025 and 283,214 shares, respectively) (6,589,226) (2,751,425)
------------- -------------
Total (101,122) 7,521,604
------------- -------------
Class C
Proceeds from sales of shares ( 11,157 and 0 shares, respectively) 100,080 --
Net asset value of share issued from reinvestment of distributions (34 301 --
and 0 shares, respectively)
Cost of shares repurchased ( 0 and 0 shares, respectively) -- --
------------- -------------
Total 100,381 0
------------- -------------
Increase (decrease) in net assets from share transactions (21,570,105) 2,873,821
------------- -------------
Net increase (decrease) in net assets (36,769,253) 5,958,706
------------- -------------
Net Assets
Beginning of period 193,530,273 187,571,567
------------- -------------
End of period [including undistributed net investment income (loss)
of $279,102 and $503,407, respectively] $156,761,020 $193,530,273
============ ============
</TABLE>
See Notes to Financial Statements 7
<PAGE>
Phoenix-Duff & Phelps Core Bond Fund Series
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------------
Year Ended October 31
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
Net asset value, beginning of period $9.83 $9.66 $9.47 $9.60 $8.88
Income from investment operations
Net investment income (loss) 0.59 0.59 0.55 0.52 0.55
Net realized and unrealized gain (loss) (0.78) 0.18 0.17 (0.15) 0.72
----- ----- ----- ----- -----
Total from investment operations (0.19) 0.77 0.72 0.37 1.27
----- ----- ----- ----- -----
Less distributions
Dividends from net investment income (0.56) (0.57) (0.53) (0.50) (0.55)
Dividends from net realized gains -- -- -- -- --
In excess of net investment income (0.04) (0.03) -- -- --
----- ----- ----- ----- -----
Total distributions (0.60) (0.60) (0.53) (0.50) (0.55)
----- ----- ----- ----- -----
Change in net asset value (0.79) 0.17 0.19 (0.13) 0.72
----- ----- ----- ----- -----
Net asset value, end of period $9.04 $9.83 $9.66 $9.47 $9.60
===== ===== ===== ===== =====
Total return(1) (1.97)% 8.16% 7.85% 4.05% 14.81%
Ratios/supplemental data:
Net assets, end of period (thousands) $144,923 $180,628 $182,250 $208,552 $235,879
Ratio to average net assets of:
Operating expenses 1.04% 1.00% 0.98% 1.03% 0.99%
Net investment income 5.62% 5.46% 5.63% 5.55% 6.01%
Portfolio turnover 112% 290% 377% 379% 178%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS B CLASS C
---------------------------------------------------------- -------------
From
Year Ended October 31 Inception
---------------------------------------------------------- 10/12/99 to
1999 1998 1997 1996 1995 10/31/99
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.77 $9.60 $9.45 $9.58 $8.86 $8.96
Income from investment operations
Net investment income (loss) 0.51 0.52 0.47 0.44 0.48 0.03
Net realized and unrealized gain (loss) (0.78) 0.18 0.17 (0.14) 0.72 0.03
----- ----- ----- ----- ----- -----
Total from investment operations (0.27) 0.70 0.64 0.30 1.20 0.06
----- ----- ----- ----- ----- -----
Less distributions
Dividends from net investment income (0.49) (0.51) (0.49) (0.43) (0.48) (0.03)
Dividends from net realized gains -- -- -- -- -- --
In excess of net investment income (0.04) (0.02) -- -- -- --
----- ----- ----- ----- ----- -----
Total distributions (0.53) (0.53) (0.49) (0.43) (0.48) (0.03)
----- ----- ----- ----- ----- -----
Change in net asset value (0.80) 0.17 0.15 (0.13) 0.72 0.03
----- ----- ----- ----- ----- -----
Net asset value, end of period $8.97 $9.77 $9.60 $9.45 $9.58 $8.99
===== ===== ===== ===== ===== =====
Total return(1) (2.77)% 7.48% 6.94% 3.39% 13.82% 0.53%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) $11,737 $12,902 $5,321 $4,875 $3,655 $101
Ratio to average net assets of:
Operating expenses 1.79% 1.75% 1.71% 1.78% 1.73% 1.37%(2)
Net investment income 4.89% 4.74% 4.91% 4.79% 5.23% 4.97%(2)
Portfolio turnover 112% 290% 377% 379% 178% 112%
</TABLE>
(1) Maximum sales load is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
8 See Notes to Financial Statements
<PAGE>
Phoenix-Engemann Aggressive Growth Fund Series
INVESTMENTS AT OCTOBER 31, 1999
SHARES VALUE
------- -----------
COMMON STOCKS--91.1%
Banks (Money Center)--0.8%
Morgan (J.P.) & Co., Inc. .......................... 25,000 $ 3,271,875
Banks (Regional)--1.8%
City National Corp. ................................ 20,000 775,000
First Security Corp. ............................... 150,000 3,843,750
Marshall & Ilsley Corp. ............................ 40,000 2,685,000
-----------
7,303,750
-----------
Biotechnology--0.7%
Biogen, Inc.(b) .................................... 40,000 2,965,000
Broadcasting (Television, Radio & Cable)--7.8%
Clear Channel Communications, Inc.(b) .............. 190,000 15,271,250
Hispanic Broadcasting Corp.(b) ..................... 49,500 4,009,500
Insight Communications Co., Inc.(b) ................ 57,500 1,358,437
Spanish Broadcasting System, Inc.
Class A(b) ......................................... 75,000 1,996,875
Univision Communications, Inc.
Class A(b) ......................................... 105,000 8,931,562
-----------
31,567,624
-----------
<PAGE>
SHARES VALUE
------- -----------
Communications Equipment--4.9%
CIENA Corp.(b) ..................................... 105,000 $ 3,701,250
Netro Corp.(b) ..................................... 100,000 2,281,250
Sycamore Networks, Inc.(b) ......................... 1,400 301,000
Tellabs, Inc.(b) ................................... 170,000 10,752,500
Terayon Communication Systems, Inc.(b) ............. 65,000 2,843,750
-----------
19,879,750
-----------
Computers (Hardware)--0.9%
Juniper Networks, Inc.(b) .......................... 12,500 3,445,312
Computers (Networking)--5.3%
Agile Software Corp.(b) ............................ 40,000 3,920,000
Akamai Technologies, Inc.(b) ....................... 5,000 725,937
Bluestone Software, Inc.(b) ........................ 40,000 1,475,000
Crossroads Systems, Inc.(b) ........................ 10,000 711,250
Foundry Networks, Inc.(b) .......................... 10,000 1,895,000
ITXC Corp.(b) ...................................... 60,000 2,715,000
Intertrust Technologies Corp.(b) ................... 20,000 1,090,000
Interwoven, Inc.(b) ................................ 50,000 3,918,750
Keynote Systems, Inc.(b) ........................... 75,000 3,403,125
See Notes to Financial Statements
11
<PAGE>
Phoenix-Engemann Aggressive Growth Fund Series
SHARES VALUE
------- -----------
Computers (Networking)--continued
NetZero, Inc.(b) ................................... 85,900 $ 1,766,319
-----------
21,620,381
-----------
Computers (Peripherals)--1.8%
EMC Corp.(b) ....................................... 100,000 7,300,000
Computers (Software & Services)--17.8%
America Online, Inc.(b) ............................ 130,000 16,859,375
Ariba, Inc.(b) ..................................... 30,000 4,650,000
BEA Systems, Inc.(b) ............................... 165,000 7,528,125
BMC Software, Inc.(b) .............................. 135,000 8,665,312
Citrix Systems, Inc.(b) ............................ 80,000 5,130,000
E.piphany, Inc.(b) ................................. 30,000 2,580,000
Exodus Communications, Inc.(b) ..................... 40,000 3,440,000
Inktomi Corp.(b) ................................... 15,000 1,521,562
Legato Systems, Inc.(b) ............................ 100,000 5,375,000
New Era of Networks, Inc.(b) ....................... 100,000 3,243,750
Packeteer, Inc.(b) ................................. 17,500 595,000
Peregrine Systems, Inc.(b) ......................... 75,000 3,290,625
Sapient Corp.(b) ................................... 30,000 3,836,250
VERITAS Software Corp.(b) .......................... 50,000 5,393,750
-----------
72,108,749
-----------
Consumer Finance--1.8%
Countrywide Credit Industries, Inc. ................ 195,000 6,617,812
NextCard, Inc(b) ................................... 25,000 779,687
-----------
7,397,499
-----------
Electrical Equipment--1.9%
Flextronics International Ltd.(b) .................. 45,000 3,195,000
Sanmina Corp.(b) ................................... 50,000 4,503,125
-----------
7,698,125
-----------
Electronics (Semiconductors)--18.3%
Analog Devices, Inc.(b) ............................ 115,000 6,109,375
Applied Micro Circuits Corp.(b) .................... 100,000 7,781,250
Conexant Systems, Inc.(b) .......................... 75,000 7,003,125
JDS Uniphase Corp.(b) .............................. 100,000 16,687,500
LSI Logic Corp.(b) ................................. 75,000 3,989,063
<PAGE>
SHARES VALUE
------- -----------
Electronics (Semiconductors)--continued
Maxim Integrated Products, Inc.(b) ................. 110,000 $ 8,683,125
Micrel, Inc.(b) .................................... 120,000 6,525,000
SDL, Inc.(b) ....................................... 38,000 4,685,875
Xilinx, Inc.(b) .................................... 165,000 12,973,125
-----------
74,437,438
-----------
Equipment (Semiconductor)--2.2%
Applied Materials, Inc.(b) ......................... 50,000 4,490,625
KLA-Tencor Corp.(b) ................................ 55,000 4,355,313
-----------
8,845,938
-----------
Financial (Diversified)--0.4%
Pinnacle Holdings, Inc.(b) ......................... 75,000 1,800,000
Gaming, Lottery & Pari-mutuel Companies--0.5%
Mandalay Resort Group(b) ........................... 100,000 1,862,500
Health Care (Generic and Other)--0.4%
Mylan Laboratories, Inc. ........................... 100,000 1,793,750
Health Care (Medical Products & Supplies)--0.6%
Guidant Corp. ...................................... 50,000 2,468,750
Investment Banking/Brokerage--2.1%
E*TRADE Group, Inc.(b) ............................. 245,000 5,834,063
Lehman Brothers Holdings, Inc. ..................... 35,000 2,579,063
-----------
8,413,126
-----------
Iron & Steel--0.2%
Steel Dynamics Inc ................................. 47,000 643,313
Leisure Time (Products)--0.4%
Harley-Davidson, Inc. .............................. 30,000 1,779,375
Manufacturing (Diversified)--3.1%
AlliedSignal, Inc. ................................. 70,000 3,985,625
Tyco International Ltd. ............................ 120,000 4,792,500
United Technologies Corp. .......................... 60,000 3,630,000
-----------
12,408,125
-----------
See Notes to Financial Statements
12
<PAGE>
Phoenix-Engemann Aggressive Growth Fund Series
SHARES VALUE
------- -----------
Manufacturing (Specialized)--2.5%
Jabil Circuit, Inc.(b) ............................. 190,000 $ 9,927,500
Power Producers (Independent)--1.0%
Calpine Corp.(b) ................................... 60,000 3,457,500
Plug Power, Inc.(b) ................................ 37,500 600,000
-----------
4,057,500
-----------
Retail (Building Supplies)--0.4%
Lowe's Companies, Inc. ............................. 32,000 1,760,000
Retail (Computers & Electronics)--0.8%
Circuit City Stores-Circuit City Group ............. 80,000 3,415,000
Retail (Home Shopping)--0.6%
Drugstore.Com, Inc.(b) ............................. 70,000 2,546,250
Retail (Specialty)--1.1%
Bed, Bath & Beyond, Inc.(b) ........................ 130,000 4,330,625
Savings & Loan Companies--0.7%
Golden State Bancorp, Inc.(b) ...................... 130,000 2,713,750
Services (Advertising/Marketing)--0.9%
Interpublic Group of Companies, Inc. (The) ......... 90,000 3,656,250
Services (Commercial & Consumer)--2.7%
Cendant Corp.(b) ................................... 350,000 5,775,000
MIPS Technologies, Inc. Class A(b) ................. 185,000 5,341,875
-----------
11,116,875
-----------
Services (Computer Systems)--1.0%
Whittman-Hart, Inc.(b) ............................. 100,000 3,843,750
Services (Data Processing)--0.6%
Concord EFS, Inc.(b) ............................... 37,500 1,014,844
Predictive Systems, Inc.(b) ........................ 32,500 1,413,750
-----------
2,428,594
-----------
Telecommunications (Cellular/Wireless)--1.7%
Sprint Corp. (PCS Group)(b) ........................ 85,000 7,049,688
Telecommunications (Long Distance)--3.1%
MCI WorldCom, Inc.(b) .............................. 65,000 5,577,813
McLeodUSA, Inc. Class A(b) ......................... 80,000 3,570,000
WinStar Communications, Inc.(b) .................... 85,000 3,299,063
-----------
12,446,876
-----------
Telephone--0.3%
Allied Riser Communications Corp.(b) ............... 60,000 1,080,000
- --------------------------------------------------------------------------------
Total Common Stocks
(Identified cost $220,763,098) 369,383,038
- --------------------------------------------------------------------------------
FOREIGN COMMON STOCKS--0.2%
Services (Data Processing)--0.2%
Trintech Group PLC Sponsored ADR
(Germany)(b) ....................................... 50,000 881,250
<PAGE>
SHARES VALUE
------- -----------
- --------------------------------------------------------------------------------
Total Foreign Common Stocks
(Identified cost $642,810) $ 881,250
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Long-Term Investments--91.3%
(Identified cost $221,405,908) 370,264,288
- --------------------------------------------------------------------------------
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
SHORT-TERM OBLIGATIONS--10.6%
Commercial Paper--9.4%
Emerson Electric Co. 5.18%, 11/1/99 ..... A-1+ $5,705 $ 5,705,000
Greenwich Funding Corp. 5.35%,
11/2/99 ................................. A-1+ 4,350 4,349,354
Marsh & McLennan Cos., Inc.
5.25%, 11/2/99 .......................... A-1+ 3,535 3,534,484
Commercial Paper--continued
Wisconsin Electric Power Co. 5.30%,
11/2/99 ................................. A-1+ $1,100 $ 1,099,838
Lexington Parker Capital Co. LLC 5.37%
11/3/99 ................................. A-1 3,000 2,999,105
Receivables Capital Corp. 5.38%,
11/4/99 ................................. A-1+ 3,345 3,343,500
Ford Motor Credit Co. 5.24%, 11/5/99 .... A-1 4,000 3,997,671
Vermont American Corp. 5.25%,
11/8/99 ................................. A-1+ 6,635 6,628,227
SBC Communications. Inc. 5.30%,
11/19/99 ................................ A-1+ 3,000 2,992,050
Donnelley (R.R.) & Sons Co. 5.32%,
11/23/99 ................................ A-1 3,455 3,443,767
-----------
38,092,996
-----------
<PAGE>
PAR
VALUE
(000) VALUE
------- ------------
Federal Agency Securities--1.2%
Fannie Mae 5.88%, 11/3/99 .......................... $ 5,000 $ 4,999,890
- --------------------------------------------------------------------------------
Total Short-Term Obligations
(Identified Cost $43,092,886) 43,092,886
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS--101.9%
(Identified Cost $264,498,794) 413,357,174(a)
Cash and Receivables, less liabilities--(1.9%) (7,596,463)
------------
NET ASSETS--100.0% $405,760,711
============
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $151,649,498 and gross
depreciation of $2,791,118 for federal income tax purposes. At October 31,
1999, the aggregate cost of securities for federal income tax purposes was
$264,498,794.
(b) Non-income producing.
See Notes to Financial Statements
13
<PAGE>
Phoenix-Engemann Aggressive Growth Fund Series
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999
Assets
Investment securities at value
(Identified cost $264,498,794) $ 413,357,174
Short-term investments held as collateral for
loaned securities 38,473,422
Cash 26,011
Receivables
Investment securities sold 855,847
Fund shares sold 394,606
Interest and dividends 176,201
Prepaid expenses 4,911
--------------
Total assets 453,288,172
--------------
Liabilities
Payables
Collateral on securities loaned 38,473,422
Investment securities purchased 8,446,632
Fund shares repurchased 132,562
Investment advisory fee 222,713
Distribution fee 95,430
Transfer agent fee 78,626
Financial agent fee 24,734
Trustees' fee 898
Accrued expenses 52,444
--------------
Total liabilities 47,527,461
--------------
Net Assets $ 405,760,711
==============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $ 207,027,543
Accumulated net realized gain 49,874,788
Net unrealized appreciation 148,858,380
--------------
Net Assets $ 405,760,711
==============
Class A
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization
(Net Assets $ 378,426,778) 15,417,962
Net asset value per share $24.54
Offering price per share $24.54/(1-4.75%) $25.76
Class B
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization
(Net Assets $ 27,333,933) 1,168,279
Net asset value and offering price per share $23.40
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1999
Investment Income
Interest $ 1,535,617
Dividends 812,291
Security lending 219,309
--------------
Total investment income 2,567,217
--------------
Expenses
Investment advisory fee 2,312,441
Distribution fee, Class A 774,449
Distribution fee, Class B 205,673
Financial agent fee 254,631
Transfer agent 369,475
Printing 65,479
Custodian 30,608
Professional 23,442
Registration 21,235
Trustees 12,140
Miscellaneous 6,298
--------------
Total expenses 4,075,871
Custodian fees paid indirectly (15,337)
--------------
Net expenses 4,060,534
--------------
Net investment loss (1,493,317)
--------------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 57,892,284
Net change in unrealized appreciation (depreciation)
on investments 124,594,176
--------------
Net gain on investments 182,486,460
--------------
Net increase in net assets resulting from
operations $ 180,993,143
==============
14 See Notes to Financial Statements
<PAGE>
Phoenix-Engemann Aggressive Growth Fund Series
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
-------------- -------------
<S> <C> <C>
From Operations
Net investment income (loss) $ (1,493,317) $ (572,877)
Net realized gain (loss) 57,892,284 (6,139,764)
Net change in unrealized appreciation/(depreciation) 124,594,176 9,270,385
-------------- -------------
Increase (decrease) in net assets resulting from operations 180,993,143 2,557,744
-------------- -------------
From Distributions to Shareholders
Net realized gains-Class A -- (48,960,572)
Net realized gains-Class B -- (2,784,524)
In excess of net realized gains-Class A -- (369,101)
In excess of net realized gains-Class B -- (20,991)
-------------- -------------
Decrease in net assets from distributions to shareholders -- (52,135,188)
-------------- -------------
From Share Transactions
Class A
Proceeds from sales of shares (7,232,280 and 2,468,365 shares, respectively) 150,541,641 36,742,199
Net asset value of shares issued from reinvestment of distributions
(0 and 3,397,433 shares, respectively) -- 45,837,639
Cost of shares repurchased (8,007,207 and 3,976,755 shares, respectively) (164,237,986) (59,756,494)
-------------- -------------
Total (13,696,345) 22,823,344
-------------- -------------
Class B
Proceeds from sales of shares (640,281 and 561,461 shares, respectively) 12,823,475 8,094,162
Net asset value of shares issued from reinvestment of distributions
(0 and 194,011 shares, respectively) -- 2,530,269
Cost of shares repurchased (546,304 and 493,541 shares, respectively) (10,666,072) (7,177,346)
-------------- -------------
Total 2,157,403 3,447,085
-------------- -------------
Increase (decrease) in net assets from share transactions (11,538,942) 26,270,429
-------------- -------------
Net increase (decrease) in net assets 169,454,201 (23,307,015)
-------------- -------------
Net Assets
Beginning of period 236,306,510 259,613,525
-------------- -------------
End of period (including undistributed net investment income of $0 and $0 respectively) $ 405,760,711 $ 236,306,510
============== =============
</TABLE>
See Notes to Financial Statements 15
<PAGE>
Phoenix-Engemann Aggressive Growth Series
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------
Year Ended October 31
----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.72 $ 17.20 $ 16.84 $ 16.51 $ 13.33
Income from investment operations(3)
Net investment income (loss) (0.08)(2) (0.03) (0.08)(2) (0.13)(2) 0.06(2)
Net realized and unrealized gain (loss) 10.90 0.04 2.95 2.64 4.21
-------- -------- -------- -------- --------
Total from investment operations 10.82 0.01 2.87 2.51 4.27
-------- -------- -------- -------- --------
Less distributions
Dividends from net investment income -- -- -- (0.02) (0.19)
Dividends from net realized gains -- (3.46) (2.51) (2.16) (0.90)
In excess of net investment income -- (0.03) -- -- --
-------- -------- -------- -------- --------
Total distributions -- (3.49) (2.51) (2.18) (1.09)
-------- -------- -------- -------- --------
Change in net asset value 10.82 (3.48) 0.36 0.33 3.18
-------- -------- -------- -------- --------
Net asset value, end of period $ 24.54 $ 13.72 $ 17.20 $ 16.84 $ 16.51
======== ======== ======== ======== ========
Total return(1) 78.94% 0.38% 19.67% 17.43% 35.14%
Ratios/supplemental data:
Net assets, end of period (thousands) $378,427 $222,149 $246,002 $233,488 $180,288
Ratio to average net assets of:
Operating expenses 1.19%(4) 1.21% 1.20% 1.20% 1.29%
Net investment income (0.41)% (0.18)% (0.53)% (0.81)% 0.43%
Portfolio turnover 167% 176% 518% 401% 331%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------------
Year Ended October 31
----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.18 $ 16.76 $ 16.57 $ 16.38 $ 13.31
Income from investment operations(3)
Net investment income (loss) (0.22)(2) (0.12) (0.20)(2) (0.25)(2) (0.12)(2)
Net realized and unrealized gain (loss) 10.44 0.03 2.90 2.60 4.26
-------- -------- -------- -------- --------
Total from investment operations 10.22 (0.09) 2.70 2.35 4.14
-------- -------- -------- -------- --------
Less distributions
Dividends from net investment income -- -- -- -- (0.17)
Dividends from net realized gains -- (3.46) (2.51) (2.16) (0.90)
In excess of net investment income -- (0.03) -- -- --
-------- -------- -------- -------- --------
Total distributions -- (3.49) (2.51) (2.16) (1.07)
-------- -------- -------- -------- --------
Change in net asset value 10.22 (3.58) 0.19 0.19 3.07
-------- -------- -------- -------- --------
Net asset value, end of period $ 23.40 $ 13.18 $ 16.76 $ 16.57 $ 16.38
======== ======== ======== ======== ========
Total return(1) 77.54% (0.28)% 18.70% 16.52% 34.15%
Ratios/supplemental data:
Net assets, end of period (thousands) $ 27,334 $ 14,157 $ 13,611 $ 10,466 $ 2,393
Ratio to average net assets of:
Operating expenses 1.94%(4) 1.96% 1.96% 1.95% 2.04%
Net investment income (1.16)% (0.93)% (1.28)% (1.57)% (0.83)%
Portfolio turnover 167% 176% 518% 401% 331%
</TABLE>
(1) Maximum sales load is not reflected in the total return calculation.
(2) Computed using average shares outstanding.
(3) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
(4) For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would be 1.18% and 1.93%
for Class A and Class B, respectively.
16 See Notes to Financial Statements
<PAGE>
Phoenix-Engemann Capital Growth Fund Series
INVESTMENTS AT OCTOBER 31, 1999
SHARES VALUE
--------- ------------
COMMON STOCKS--98.5%
Banks (Major Regional)--2.9%
Mellon Financial Corp. .............................. 613,000 $ 22,642,687
Wells Fargo Co. ..................................... 1,286,900 61,610,337
------------
84,253,024
------------
Broadcasting (Television, Radio & Cable)--3.8%
AT&T Corp.- Liberty Media Group
Class A(b) .......................................... 1,478,400 58,674,000
CBS Corp.(b) ........................................ 608,500 29,702,406
Clear Channel Communications, Inc.(b) ............... 277,800 22,328,175
------------
110,704,581
------------
Communications Equipment--4.6%
Lucent Technologies, Inc. ........................... 1,420,000 91,235,000
Tellabs, Inc.(b) .................................... 668,600 42,288,950
------------
133,523,950
------------
Computers (Hardware)--4.6%
Dell Computer Corp.(b) .............................. 798,300 32,031,787
International Business Machines Corp. ............... 523,600 51,509,150
Sun Microsystems, Inc.(b) ........................... 466,200 49,329,787
------------
132,870,724
------------
<PAGE>
SHARES VALUE
--------- ------------
Computers (Networking)--3.2%
Cisco Systems, Inc.(b) .............................. 1,268,200 $ 93,846,800
Computers (Peripherals)--2.6%
EMC Corp.(b) ........................................ 1,022,800 74,664,400
Computers (Software & Services)--13.5%
America Online, Inc.(b) ............................. 719,200 93,271,250
BEA Systems, Inc.(b) ................................ 160,000 7,300,000
BMC Software, Inc.(b) ............................... 281,300 18,055,944
Citrix Systems, Inc.(b) ............................. 165,000 10,580,625
Clarify, Inc.(b) .................................... 130,000 10,042,500
Computer Associates International, Inc. ............. 250,000 14,125,000
Compuware Corp.(b) .................................. 366,300 10,187,719
Edwards (J.D.) & Co.(b) ............................. 250,000 5,984,375
Legato Systems, Inc.(b) ............................. 130,000 6,987,500
Microsoft Corp.(b) .................................. 1,544,800 142,990,550
Oracle Corp.(b) ..................................... 400,000 19,025,000
Peregrine Systems, Inc.(b) .......................... 140,000 6,142,500
Siebel Systems, Inc.(b) ............................. 130,000 14,275,625
VERITAS Software Corp.(b) ........................... 80,000 8,630,000
Yahoo!, Inc.(b) ..................................... 85,600 15,327,750
i2 Technologies, Inc.(b) ............................ 144,500 11,406,469
------------
394,332,807
------------
See Notes to Financial Statements 19
<PAGE>
Phoenix-Engemann Capital Growth Fund Series
SHARES VALUE
--------- ------------
Consumer Finance--1.6%
Capital One Financial Corp. ......................... 322,200 $ 17,076,600
Countrywide Credit Industries, Inc. ................. 450,000 15,271,875
MBNA Corp. .......................................... 500,000 13,812,500
------------
46,160,975
------------
Distributors (Food & Health)--0.5%
Cardinal Health, Inc. ............................... 361,650 15,596,156
Electrical Equipment--4.9%
Flextronics International Ltd.(b) ................... 190,000 13,490,000
General Electric Co. ................................ 758,100 102,769,931
Sanmina Corp.(b) .................................... 130,000 11,708,125
Solectron Corp.(b) .................................. 200,000 15,050,000
------------
143,018,056
------------
Electronics (Semiconductors)--8.5%
Intel Corp. ......................................... 1,533,400 118,742,663
JDS Uniphase Corp.(b) ............................... 46,000 7,676,250
Linear Technology Corp. ............................. 100,000 6,993,750
Maxim Integrated Products, Inc.(b) .................. 90,000 7,104,375
Texas Instruments, Inc. ............................. 1,110,000 99,622,500
Xilinx, Inc.(b) ..................................... 90,000 7,076,250
------------
247,215,788
------------
Entertainment--1.3%
Time Warner, Inc. ................................... 320,000 22,300,000
Walt Disney Co. (The) ............................... 555,000 14,638,125
------------
36,938,125
------------
Equipment (Semiconductor)--1.0%
Applied Materials, Inc.(b) .......................... 104,000 9,340,500
KLA-Tencor Corp.(b) ................................. 90,000 7,126,875
Novellus Systems, Inc.(b) ........................... 90,000 6,975,000
Teradyne, Inc.(b) ................................... 160,000 6,160,000
------------
29,602,375
------------
Financial (Diversified)--6.0%
American Express Co. ................................ 108,000 16,632,000
Citigroup, Inc. ..................................... 1,588,575 85,981,622
Freddie Mac ......................................... 481,600 26,036,500
Morgan Stanley Dean Witter & Co. .................... 424,500 46,827,656
------------
175,477,778
------------
<PAGE>
SHARES VALUE
--------- ------------
Health Care (Diversified)--2.4%
Bristol-Myers Squibb Co. ............................ 462,500 $ 35,525,781
Warner-Lambert Co. .................................. 440,000 35,117,500
------------
70,643,281
------------
Health Care (Drugs-Major Pharmaceuticals)--4.6%
Genentech, Inc.(b) .................................. 134,000 19,530,500
Lilly (Eli) & Co. ................................... 275,000 18,940,625
Merck & Co., Inc. ................................... 71,000 5,648,938
Pfizer, Inc. ........................................ 1,918,600 75,784,700
Schering-Plough Corp. ............................... 305,200 15,107,400
------------
135,012,163
------------
Health Care (Medical Products & Supplies)--2.1%
Medtronic, Inc. ..................................... 1,740,000 60,247,500
Household Products (Non-Durable)--0.6%
Colgate-Palmolive Co. ............................... 270,000 16,335,000
Insurance (Multi-Line)--1.1%
American International Group, Inc. .................. 300,000 30,881,250
Investment Banking/Brokerage--1.1%
Goldman Sachs Group, Inc. (The) ..................... 470,000 33,370,000
Lodging-Hotels--1.0%
Carnival Corp. ...................................... 663,600 29,530,200
Manufacturing (Diversified)--2.9%
AlliedSignal, Inc. .................................. 436,400 24,847,525
Minnesota Mining & Manufacturing Co. ................ 95,000 9,030,938
Tyco International Ltd. ............................. 1,251,600 49,985,775
------------
83,864,238
------------
Restaurants--0.5%
McDonald's Corp. .................................... 365,000 15,056,250
Retail (Building Supplies)--3.2%
Home Depot, Inc. (The) .............................. 1,236,000 93,318,000
Retail (Computers & Electronics)--1.7%
Best Buy Co., Inc.(b) ............................... 425,000 23,614,063
Circuit City Stores-Circuit City Group .............. 600,000 25,612,500
------------
49,226,563
------------
Retail (Department Stores)--0.5%
Kohl's Corp.(b) ..................................... 210,000 15,710,625
Retail (Drug Stores)--1.0%
Walgreen Co. ........................................ 1,190,000 29,973,125
20 See Notes to Financial Statements
<PAGE>
Phoenix-Engemann Capital Growth Fund Series
SHARES VALUE
--------- ------------
Retail (General Merchandise)--4.3%
Costco Wholesale Corp.(b) ........................... 390,000 $ 31,321,875
Wal-Mart Stores, Inc. ............................... 1,659,200 94,781,800
126,103,675
-----------
Retail (Specialty)--1.0%
Staples, Inc.(b) .................................... 1,274,400 28,275,750
Services (Advertising/Marketing)--1.1%
Interpublic Group of Companies,
Inc. (The) .......................................... 800,000 32,500,000
Services (Commercial & Consumer)--1.0%
Cendant Corp.(b) .................................... 1,686,000 27,819,000
Services (Computer Systems)--1.4%
Electronic Data Systems Corp. ....................... 720,000 42,120,000
Services (Data Processing)--0.3%
Automatic Data Processing, Inc. ..................... 205,000 9,878,438
Telecommunications (Cellular/Wireless)--0.3%
VoiceStream Wireless Corp.(b) ....................... 80,000 7,900,000
Telecommunications (Long Distance)--7.2%
AT&T Corp. .......................................... 970,000 45,347,500
MCI WorldCom, Inc.(b) ............................... 1,860,204 159,628,756
Qwest Communications International,
Inc.(b) ............................................. 160,000 5,760,000
------------
210,736,256
Telephone--0.2% ------------
Bell Atlantic Corp. ................................. 90,000 5,844,375
------------
- --------------------------------------------------------------------------------
Total Common Stocks
(Identified cost $2,065,707,726) 2,872,551,228
- --------------------------------------------------------------------------------
FOREIGN COMMON STOCKS--0.2%
Communications Equipment--0.2%
Nokia Oyj Sponsored ADR (Finland) ................... 60,000 6,933,750
- --------------------------------------------------------------------------------
Total Foreign Common Stocks
(Identified cost $5,801,160) 6,933,750
- --------------------------------------------------------------------------------
Total Long-Term Investments--98.7%
(Identified cost $2,071,508,886) 2,879,484,978
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- -------- ------------
<S> <C> <C> <C>
SHORT TERM OBLIGATIONS--1.0%
Commercial Paper--0.8%
Schering-Plough Corp. 5.35%,
11/3/99 ........................................ A-1+ $ 6,065 $ 6,063,198
Private Export Funding Corp. 5.27%,
11/9/99 ........................................ A-1+ 4,725 4,719,466
Albertson's, Inc. 5.35%, 11/10/99 .............. A-1 5,000 4,993,312
SBC Communications. Inc. 5.30%,
11/19/99 ....................................... A-1+ 5,000 4,986,750
Procter & Gamble Co. 5.30%,
11/30/99 ....................................... A-1+ 1,060 1,055,475
------------
21,818,201
------------
Federal Agency Securities--0.2%
FMC Discount Note 5.16%, 11/1/99 5,025 5,025,000
FHLB Discount Corp. 5.27%, 11/17/99 1,928 1,923,484
------------
6,948,484
------------
- - ------------------------------------------------------------------------------------------
Total Short-Term Obligations
(Identified cost $28,766,685) 28,766,685
- - ------------------------------------------------------------------------------------------
Total Investments--99.7%
(Identified Cost $2,100,275,571) 2,908,251,663(a)
Cash and receivables,less liabilities--0.3% 9,452,592
--------------
NET ASSETS--100.0% $2,917,704,255
==============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $839,676,913 and gross
depreciation of $32,717,515 for federal income tax purposes. At October 31,
1999, the aggregate cost of securities for federal income tax purposes was
$2,101,292,265.
(b) Non-income producing.
See Notes to Financial Statements 21
<PAGE>
Phoenix-Engemann Capital Growth Fund Series
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999
Assets
Investment securities at value
(Identified cost $2,100,275,571) $2,908,251,663
Short-term investments held as collateral for
loaned securities 15,473,100
Cash 36,497
Receivables
Fund shares sold 406,581
Investment securities sold 13,608,731
Interest and dividends 912,766
Prepaid expenses 47,771
--------------
Total assets 2,938,737,109
--------------
Liabilities
Payables
Collateral on securities loaned 15,473,100
Fund shares repurchased 2,511,630
Investment advisory fee 1,531,420
Distribution fee 643,928
Transfer agent fee 532,395
Financial agent fee 52,736
Trustees' fee 4,216
Accrued expenses 283,429
--------------
Total liabilities 21,032,854
--------------
Net Assets $2,917,704,255
==============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $1,752,006,649
Accumulated net realized gain 357,721,514
Net unrealized appreciation 807,976,092
--------------
Net Assets $2,917,704,255
==============
Class A
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization
(Net Assets $2,819,741,705) 95,241,624
Net asset value per share $29.61
Offering price per share $29.61/(1-4.75%) $31.09
Class B
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization
(Net Assets $97,962,550) 3,416,054
Net asset value and offering price per share $28.68
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1999
Investment Income
Dividends $ 16,873,240
Interest 6,613,260
Security lending 113,113
Foreign taxes withheld (49,328)
--------------
Total investment income 23,550,285
--------------
Expenses
Investment advisory fee 18,467,284
Distribution fee - Class A 6,839,777
Distribution fee - Class B 919,698
Financial agent fee 631,900
Transfer agent 3,360,854
Printing 366,552
Custodian 149,413
Professional 58,578
Trustees 16,604
Registration 15,180
Miscellaneous 31,877
--------------
Total expenses 30,857,717
Custodian fees paid indirectly (10,894)
--------------
Net expenses 30,846,823
--------------
Net investment loss (7,296,538)
--------------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 360,181,527
Net change in unrealized appreciation (depreciation)
on investments 360,915,113
--------------
Net gain on investments 721,096,640
--------------
Net increase in net assets resulting from
operations $ 713,800,102
==============
22 See Notes to Financial Statements
<PAGE>
Phoenix-Engemann Capital Growth Fund Series
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
-------------- --------------
<S> <C> <C>
From Operations
Net investment income (loss) $ (7,296,538) $ (6,323,768)
Net realized gain (loss) 360,181,527 240,243,310
Net change in unrealized appreciation (depreciation) 360,915,113 75,013,694
-------------- --------------
Increase (decrease) in net assets resulting from operations 713,800,102 308,933,236
-------------- --------------
From Distributions to Shareholders
Net realized gain-Class A (230,032,244) (489,479,916)
Net realized gain-Class B (7,477,746) (13,875,674)
-------------- --------------
Decrease in net assets from distributions to shareholders (237,509,990) (503,355,590)
-------------- --------------
From Share Transactions
Class A
Proceeds from sales of shares (10,503,608 and 15,305,754 shares, respectively) 288,870,150 379,717,014
Net asset value of shares issued from reinvestment of distributions
(8,345,723 and 20,640,114 shares, respectively) 213,735,576 454,706,097
Cost of shares repurchased (21,165,765 and 28,881,261 shares, respectively) (583,643,137) (730,281,016)
Capital contribution from Adviser (See Note 2) 4,561,466 --
-------------- --------------
Total (76,475,945) 104,142,095
-------------- --------------
Class B
Proceeds from sales of shares (754,665 and 825,152 shares, respectively) 20,206,456 20,213,833
Net asset value of shares issued from reinvestment of distributions
(276,189 and 585,412 shares, respectively) 6,893,757 12,698,430
Cost of shares repurchased (731,422 and 766,812 shares, respectively) (19,645,641) (18,666,026)
Capital contribution from Adviser (See Note 2) 158,551 --
-------------- --------------
Total 7,613,123 14,246,237
-------------- --------------
Increase (decrease) in net assets from share transactions (68,862,822) 118,388,332
-------------- --------------
Net increase (decrease) in net assets 407,427,290 (76,034,022)
Net Assets
Beginning of period 2,510,276,965 2,586,310,987
-------------- --------------
End of period (including undistributed net investment income (loss)
of $0 and $0 respectively) $2,917,704,255 $2,510,276,965
============== ==============
</TABLE>
See Notes to Financial Statements 23
<PAGE>
Phoenix-Engemann Capital Growth Series
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
CLASS A
---------------------------------------------------------------------
Year Ended October 31
---------------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 24.95 $ 27.83 $ 26.87 $ 24.92 $ 21.24
Income from investment operations(3)
Net investment income (loss) (0.06)(2) (0.06)(2) 0.14(2) 0.20(2) 0.26
Net realized and unrealized gain (loss) 7.06 2.73 5.62 3.63 4.53
---------- ---------- ---------- ---------- ----------
Total from investment operations 7.00 2.67 5.76 3.83 4.79
---------- ---------- ---------- ---------- ----------
Less distributions
Dividends from net investment income -- -- (0.21) (0.25) (0.30)
Dividends from net realized gains (2.39) (5.55) (4.59) (1.63) (0.81)
---------- ---------- ---------- ---------- ----------
Total distributions (2.39) (5.55) (4.80) (1.88) (1.11)
---------- ---------- ---------- ---------- ----------
Capital contribution from Adviser 0.05 -- -- -- --
---------- ---------- ---------- ---------- ----------
Change in net asset value 4.66 (2.88) 0.96 1.95 3.68
---------- ---------- ---------- ---------- ----------
Net asset value, end of period $ 29.61 $ 24.95 $ 27.83 $ 26.87 $ 24.92
========== ========== ========== ========== ==========
Total return(1) 29.76%(4) 12.26% 24.81% 16.34% 23.91%
Ratios/supplemental data:
Net assets, end of period (thousands) $2,819,742 $2,434,217 $2,518,289 $2,347,471 $2,300,251
Ratio to average net assets of:
Operating expenses 1.07%(4) 1.08% 1.10% 1.17% 1.20%
Net investment income (0.23)% (0.22)% 0.53% 0.80% 0.92%
Portfolio turnover 100% 110% 196% 116% 109%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------------------------
Year Ended October 31
---------------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 24.40 $ 27.51 $ 26.63 $ 24.74 $ 21.19
Income from investment operations(3)
Net investment income (loss) (0.26)(2) (0.24)(2) (0.06)(2) --(2) --(2)
Net realized and unrealized gain (loss) 6.88 2.68 5.57 3.61 4.60
---------- ---------- ---------- ---------- ----------
Total from investment operations 6.62 2.44 5.51 3.61 4.60
---------- ---------- ---------- ---------- ----------
Less distributions
Dividends from net investment income -- -- (0.04) (0.09) (0.24)
Dividends from net realized gains (2.39) (5.55) (4.59) (1.63) (0.81)
---------- ---------- ---------- ---------- ----------
Total distributions (2.39) (5.55) (4.63) (1.72) (1.05)
---------- ---------- ---------- ---------- ----------
Capital contribution from Adviser 0.05 -- -- -- --
---------- ---------- ---------- ---------- ----------
Change in net asset value 4.28 (3.11) 0.88 1.89 3.55
---------- ---------- ---------- ---------- ----------
Net asset value, end of period $ 28.68 $ 24.40 $ 27.51 $ 26.63 $ 24.74
========== ========== ========== ========== ==========
Total return(1) 28.80%(4) 11.41% 23.89% 15.48% 23.02%
Ratios/supplemental data:
Net assets, end of period (thousands) $ 97,963 $ 76,060 $ 68,022 $ 45,326 $ 20,111
Ratio to average net assets of:
Operating expenses 1.82%(5) 1.83% 1.85% 1.93% 1.97%
Net investment income (0.99)% (0.97)% (0.25)% 0.01% 0.01%
Portfolio turnover 100% 110% 196% 116% 109%
</TABLE>
(1) Maximum sales load is not reflected in the total return calculation.
(2) Computed using average shares outstanding.
(3) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
(4) Total return includes the effect of the capital contribution from the
Adviser. (See Note 2). Without this contribution total return would have
been 29.54% and 28.58% for Class A and Class B, respectively.
(5) For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would not significantly
differ.
24 See Notes to Financial Statements
<PAGE>
Phoenix-Goodwin High Yield Fund Series
INVESTMENTS AT OCTOBER 31, 1999
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C>
ASSET-BACKED SECURITIES--0.6%
Pennant CBO Ltd. 1A, D 13.43%,
3/14/11 ............................................. Ba $ 3,000 $ 2,917,500
- - ------------------------------------------------------------------------------------------
Total Asset-Backed Securities
(Identified cost $2,915,394) ........................ 2,917,500
- - ------------------------------------------------------------------------------------------
CORPORATE BONDS--65.9%
Aerospace/Defense--1.4%
Stellex Industries, Inc. Series B 9.50%,
11/1/07 ............................................. Caa 8,500 6,194,375
Auto Parts & Equipment--1.0%
Cambridge Industries, Inc. Series B
10.25%, 7/15/07 ..................................... B 5,000 3,306,250
Tenneco, Inc. 144A 11.625%,
10/15/09(b) ......................................... B 1,200 1,206,000
---------
4,512,250
---------
Biotechnology--0.2%
Unilab Finance Corp. 144A 12.75%,
10/1/09(b) .......................................... B 900 904,500
Broadcasting (Television, Radio & Cable)--8.6%
Adelphia Communications Corp. 9.50%,
3/1/05 .............................................. B 3,550 3,612,125
Adelphia Communications Corp. Series
B 8.375%, 2/1/08 .................................... B 4,150 3,901,000
CSC Holdings, Inc. 7.625%, 7/15/18 .................. Ba 4,000 3,700,000
Charter Communications Holdings LLC
8.625%, 4/1/09 ...................................... B 5,000 4,737,500
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C>
EchoStar Communications Corp. 9.375%,
2/1/09 ......................................... B $ 4,900 $4,851,000
Fox/Liberty Networks LLC 8.875%,
8/15/07 ........................................ Ba 850 864,875
Poland Communications, Inc. Series B
9.875%, 11/1/03 ................................ B 9,700 9,821,250
Production Resource Group 11.50%,
1/15/08 ........................................ Caa 3,000 2,700,000
UnitedGlobalCom, Inc. Series B 0%,
2/15/08(d) ..................................... B 8,000 4,590,000
----------
38,777,750
----------
Building Materials--0.6%
Nortek, Inc. Series B 9.125%, 9/1/07 ........... B 3,000 2,917,500
Chemicals (Specialty)--0.5%
Gentek, Inc. 144A 11%, 8/1/09(b) ............... B 2,400 2,424,000
Communications Equipment--2.2%
Metromedia Fiber Network, Inc. Series
B 10%, 11/15/08 ................................ B 3,880 3,841,200
Park N View, Inc. Series B 13%,
5/15/08 ........................................ B 4,000 1,900,000
Williams Communications Group, Inc.
10.875%, 10/1/09 ............................... B 4,000 4,110,000
----------
9,851,200
----------
</TABLE>
See Notes to Financial Statements
27
<PAGE>
Phoenix-Goodwin High Yield Fund Series
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C>
Computers (Networking)--1.6%
Splitrock Services, Inc. Series B 11.75%,
7/15/08 .......................................... NR $ 8,000 $ 7,360,000
Computers (Software & Services)--7.4%
Anacomp, Inc. Series B 10.875%,
4/1/04 ........................................... B 5,200 5,271,500
Anacomp, Inc. Series D 10.875%,
4/1/04 ........................................... B 7,000 7,096,250
ICG Holdings, Inc. 0%, 9/15/05(d) ................ B 8,000 6,880,000
PSINet, Inc. Series B 10%, 2/15/05 ............... B 3,000 2,955,000
PSINet, Inc. 11.50%, 11/1/08 ..................... B 3,400 3,570,000
Rhythms NetConnections, Inc. 12.75%,
4/15/09 .......................................... B 1,500 1,355,625
WAM!NET, Inc. Series B 0%, 3/1/05(c)(d) .......... CCC+ 11,000 6,476,250
----------
33,604,625
----------
Containers (Metal & Glass)--1.6%
Portola Packaging, Inc. 10.75%,
10/1/05 .......................................... B 7,000 7,236,250
Entertainment--1.2%
SFX Entertainment, Inc. Series B 9.125%,
2/1/08 ........................................... B 2,500 2,312,500
SFX Entertainment, Inc. 9.125%,
12/1/08 .......................................... B 3,500 3,237,500
----------
5,550,000
----------
Foods--1.5%
SUPERVALU, Inc. 9.75%, 6/15/04 ................... B 6,500 6,906,250
Gaming, Lottery & Pari-mutuel Companies--2.3%
Horseshoe Gaming LLC Series B 9.375%,
6/15/07 .......................................... B 2,450 2,437,750
Venetian Casino Resort LLC 10%,
11/15/05(d) ...................................... Caa 3,500 2,668,750
Waterford Gaming LLC 144A 9.50%,
3/15/10(b) ....................................... B 5,323 5,289,731
----------
10,396,231
----------
Health Care (Drugs-Major Pharmaceuticals)--1.3%
Global Health Sciences, Inc. 11%,
5/1/08 ........................................... Caa 2,900 1,682,000
Schein Pharmaceutical, Inc. 9.178%,
12/15/04(d) ...................................... B 4,800 4,080,000
----------
5,762,000
----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C>
Homebuilding--1.5%
Beazer Homes USA, Inc. 9%, 3/1/04 ................ Ba $ 3,000 $ 2,966,250
K.Hovnanian Enterprises, Inc. 9.125%,
5/1/09 ........................................... Ba 4,000 3,670,000
----------
6,636,250
----------
Insurance (Multi-Line)--0.8%
Willis Corroon Corp. 9%, 2/1/09 .................. Ba 4,000 3,540,000
Leisure Time (Products)--1.4%
Bally Total Fitness Holding Corp. Series
D 9.875%, 10/15/07 ............................... B 6,700 6,348,250
Manufacturing (Specialized)--0.8%
Fisher Scientific International, Inc. 9%,
2/1/08 ........................................... B 4,000 3,780,000
Metals Mining--0.0%
NSM Steel Ltd. Series B 144A 12.25%,
2/1/08(b)(e)(f) .................................. Ca 7,500 75,000
Oil & Gas (Exploration & Production)--3.2%
Bellwether Exploration Co. 10.875%,
4/1/07 ........................................... B 5,500 4,991,250
Benton Oil & Gas Co. 11.625%, 5/1/03 ............. B 9,800 7,533,750
Benton Oil & Gas Co. 9.375%, 11/1/07 ............. B 2,750 1,729,062
----------
14,254,062
----------
Oil (Domestic Integrated)--1.2%
RBF Finance Co. 11.375%, 3/15/09 ................. Ba 5,000 5,306,250
Paper & Forest Products--2.8%
Buckeye Technologies, Inc. 8%,
10/15/10 ......................................... Ba $ 7,365 $ 6,840,244
S.D. Warren Co. PIK 14%, 12/15/06 ................ NR 5,330 5,969,879
----------
12,810,123
----------
Personal Care--1.1%
Revlon Consumer Products Corp. 9%,
11/1/06 .......................................... B 3,000 2,370,000
Revlon Consumer Products Corp. 8.625%,
2/1/08 ........................................... Caa 4,650 2,522,625
----------
4,892,625
----------
Retail (Home Shopping)--0.4%
U.S. Office Products Co. 9.75%,
6/15/08 .......................................... Caa 3,800 2,014,000
</TABLE>
See Notes to Financial Statements
28
<PAGE>
Phoenix-Goodwin High Yield Fund Series
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
Retail (Specialty)--1.2%
<S> <C> <C>
Musicland Group, Inc. 9%, 6/15/03 ................. B $ 5,100 $ 4,679,250
Musicland Group, Inc. Series B 9.875%,
3/15/08 ........................................... B 1,000 845,000
----------
5,524,250
----------
Services (Advertising/Marketing)--1.5%
Lamar Media Corp. 9.25%, 8/15/07 .................. B 6,500 6,646,250
Services (Commercial & Consumer)--1.9%
United Rentals, Inc. Series B 9.50%,
6/1/08 ............................................ B 9,125 8,463,437
Telecommunications (Cellular/Wireless)--1.4%
Omnipoint Corp. 144A 11.50%,
9/15/09(b) ........................................ B 2,000 2,100,000
TeleCorp PCS, Inc. 144A 0%,
4/15/09(b)(d) ..................................... B 7,000 4,305,000
----------
6,405,000
----------
Telecommunications (Long Distance)--10.4%
Global Crossing Holdings Ltd. 9.625%,
5/15/08 ........................................... Ba 5,730 5,801,625
Interamericas Communications Corp.
14%, 10/27/07 ..................................... NR 10,000 8,000,000
KMC Telecom Holdings, Inc. 0%,
2/15/08(d) ........................................ Caa 8,000 4,320,000
Telecommunications (Long Distance)--continued
KMC Telecom Holdings, Inc. 144A
13.50%, 5/15/09(b) ................................ Caa 3,000 2,947,500
NTL, Inc. Series A 0%, 4/15/05(d) ................. B 9,000 8,910,000
NTL, Inc. Series B 10%, 2/15/07 ................... B 8,000 8,160,000
RCN Corp. 0%, 10/15/07(d) ......................... B 7,750 5,376,562
RCN Corp. Series B 9.80%, 2/15/08(d) .............. B 5,525 3,522,188
----------
47,037,875
----------
Telephone--1.7%
Pathnet, Inc. 12.25%, 4/15/08 ..................... NR 5,825 3,203,750
Teligent, Inc. 11.50%, 12/1/07 .................... Caa 5,000 4,600,000
7,803,750
Textiles (Apparel)--0.7%
Collins & Aikman Corp. 11.50%,
4/15/06 ........................................... B 3,440 3,268,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C>
Truckers--2.5%
Hvide Marine, Inc. 8.375%, 2/15/08(e)(f) ........... C $ 2,500 $ 1,025,000
Sea Containers Ltd. 7.875%, 2/15/08 ................ Ba 8,000 7,040,000
Ventura Group, Inc. Series B 10.25%,
6/30/08 ............................................ B 3,600 3,312,000
-----------
11,377,000
-----------
- - ------------------------------------------------------------------------------------------
Total Corporate Bonds
(Identified cost $338,756,226) 298,579,053
- - ------------------------------------------------------------------------------------------
NON-AGENCY MORTGAGE-BACKED SECURITIES--4.2%
First Chicago/Lennar Trust 97-CHL1,
E 144A 8.07%, 2/28/11(b)(c)(d)(g) .................. B 10,000 6,857,813
SASCO Floating Rate Commercial Mortgage
98-C3A, H 144A 5.959%, 4/25/03(b)(d) ............... Ba 8,000 7,098,568
Salomon Brothers Mortgage Securities
VII 95-C, 1 144A 6.783%, 9/30/08(b)(d) ............. B 5,987 5,238,557
- - ------------------------------------------------------------------------------------------
Total Non-Agency Mortgage-Backed Securities
(Identified cost $19,604,057) 19,194,938
- - ------------------------------------------------------------------------------------------
FOREIGN GOVERNMENT SECURITIES--0.9%
Brazil--0.5%
Republic of Brazil NMB-L 7%,
4/15/09(d) ......................................... B 3,000 2,197,500
Dominican Republic--0.4%
Dominican Republic 6%, 8/30/24(c)(d) ............... B+ 2,500 1,650,000
- - ------------------------------------------------------------------------------------------
Total Foreign Government Securities
(Identified cost $4,018,070) 3,847,500
- - ------------------------------------------------------------------------------------------
FOREIGN CORPORATE BONDS--14.4%
Argentina--1.1%
Cablevision SA Series 5, Tranche 1
144A 13.75%, 5/1/09(b) ............................. B 1,000 950,000
Imasac SA 144A 11%, 5/2/05(b) ...................... B 3,230 1,970,300
Multicanal SA 13.125%, 4/15/09 ..................... NR 2,000 1,910,000
-----------
4,830,300
-----------
Bahamas--1.8%
Sun International Hotels Ltd. 9%, 3/15/07 .......... Ba 6,000 5,670,000
Sun International Hotels Ltd. 8.625%,
12/15/07 ........................................... Ba 3,000 2,767,500
-----------
8,437,500
-----------
</TABLE>
See Notes to Financial Statements
29
<PAGE>
Phoenix-Goodwin High Yield Fund Series
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C>
Brazil--2.7%
Globo Communicacoes e Participacoes
SA RegS 10.50%, 12/20/06 ....................... B $ 5,000 $ 3,875,000
Globo Communicacoes e Participacoes
SA 144A 10.625%, 12/5/08(b) .................... B 3,500 2,633,750
Localiza Rent a Car 10.25%, 10/1/05 ............ B 8,000 5,800,000
----------
12,308,750
----------
Canada--2.6%
Clearnet Communications, Inc. 0%,
12/15/05(d) .................................... B 5,000 4,731,250
Clearnet Communications, Inc. 0%,
5/1/09(d) ...................................... B 5,500 3,327,500
Hurricane Hydrocarbons Ltd. 144A 11.75%,
11/1/04(b)(e)(f) ............................... C 8,000 1,480,000
Imax Corp. 7.875%, 12/1/05 ..................... Ba 680 629,000
Rogers Cantel, Inc. 9.375%, 6/1/08 ............. Ba 1,500 1,610,625
----------
11,778,375
----------
China--0.2%
Greater Beijing First Expressways Ltd.
9.50%, 6/15/07 ................................. Ba 1,650 825,000
Greece--0.6%
Fage Dairy Industries SA 9%, 2/1/07 ............ B 3,000 2,741,250
Indonesia--0.7%
APP Finance II Mauritius Ltd. 12%,
12/29/49(d) .................................... Caa 4,900 2,964,500
Ireland--0.6%
Esat Telecom Group PLC 11.875%,
11/1/09(h) ..................................... B 2,700 2,926,516
Mexico--0.6%
Alestra SA de RL de C.V. 144A 12.125%,
5/15/06(b) ..................................... B 2,750 2,646,875
Netherlands--0.9%
United Pan-Europe Communications NV
144A 11.25%, 11/1/09(b)(h) ..................... B 4,000 4,225,219
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C>
Poland--1.5%
Netia Holdings BV Series B 0%,
11/1/07(d) ....................................... B $ 3,750 $ 2,390,625
Poland Telecom Finance Series B 14%,
12/1/07 .......................................... NR 5,000 4,400,000
----------
6,790,625
----------
United Kingdom--1.1%
Global Tele-Systems, Ltd. 11.50%,
12/15/07 ......................................... Caa 5,000 5,137,500
- - ------------------------------------------------------------------------------------------
Total Foreign Corporate Bonds
(Identified cost $79,104,391) 65,612,410
- - ------------------------------------------------------------------------------------------
CONVERTIBLE BONDS--0.5%
Communications Equipment--0.5%
American Tower Corp. Cv. 144A 6.25%,
10/15/09(b) ...................................... NR 2,500 2,475,000
- - ------------------------------------------------------------------------------------------
Total Convertible Bonds
(Identified cost $2,500,000) 2,475,000
- - ------------------------------------------------------------------------------------------
FOREIGN CONVERTIBLE BONDS--1.3%
Russia--1.3%
Lukinter Finance Lukoil Cv. RegS
3.50%, 5/6/02(c) ................................. CCC- 1,000 735,000
Lukinter Finance Lukoil Cv. 144A 1%,
11/3/03(b)(c) .................................... CCC- 9,500 5,177,500
- - ------------------------------------------------------------------------------------------
Total Foreign Convertible Bonds
(Identified cost $10,784,429) 5,912,500
- - ------------------------------------------------------------------------------------------
SHARES
------
PREFERRED STOCKS--3.4%
Telecommunications (Cellular/Wireless)--1.2%
Nextel Communications, Inc. Series D 13% 50,097 5,360,368
Telecommunications (Long Distance)--2.2%
Global Crossing Holdings Ltd. PIK 10.50% 62,500 6,593,750
IXC Communications, Inc. Series B 12.50% 34,053 3,669,160
----------
10,262,910
----------
- - ------------------------------------------------------------------------------------------
Total Preferred Stocks
(Identified cost $14,843,773) 15,623,278
- - ------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements
30
<PAGE>
Phoenix-Goodwin High Yield Fund Series
<TABLE>
<CAPTION>
SHARES VALUE
------ -----
<C> <S> <S>
COMMON STOCKS--0.2%
Computers (Networking)--0.2%
Splitrock Services, Inc.(e) ........................... 34,202 $ 748,169
Specialty Printing--0.0%
Sullivan Holdings, Inc. Class C(e)(i) ................. 76 0
- - -----------------------------------------------------------------------------
Total Common Stocks
(Identified cost $397,880) 748,169
- - -----------------------------------------------------------------------------
WARRANTS--0.9%
Communications Equipment--0.0%
Loral Space & Communications, Inc.
Warrants(e) ........................................... 8,000 80,000
Park N View, Inc. Warrants(e) ......................... 4,000 40
---------
80,040
---------
Computers (Software & Services)--0.2%
WAM!NET, Inc. Warrants(e) ............................. 33,000 750,750
Metals Mining--0.0%
NSM Steel Ltd. 144A Warrants(b)(e) .................... 4,748,195 47,482
Telecommunications (Long Distance)--0.7%
FirstCom Corp. 144A Warrants(b)(e) .................... 420,000 2,520,000
KMC Telecom Holdings, Inc. 144A
Warrants(b)(e) ........................................ 8,000 8,000
MetroNet Communications Corp. 144A
Warrants (Canada)(b)(e) ............................... 4,000 437,188
---------
2,965,188
---------
Telephone--0.0%
Pathnet, Inc. 144A Warrants(b)(e) ..................... 6,000 60,000
- - -----------------------------------------------------------------------------
Total Warrants
(Identified cost $108,190) 3,903,460
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
Total Long-Term Investments--92.3%
(Identified cost $473,032,410) 418,813,808
- - -----------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--5.6%
Commercial Paper--5.6%
Albertson's, Inc. 5.27%, 11/2/99 .................. A-1 $ 3,272 $ 3,271,521
Gannett Co., Inc. 5.30%, 11/5/99 .................. A-1+ 1,080 1,079,364
Donnelley (R.R.) & Sons Co. 5.30%,
11/8/99 ........................................... A-1 1,680 1,678,269
BellSouth Telecommunications, Inc.
5.26%, 11/9/99 .................................... A-1+ 1,895 1,892,785
Albertson's, Inc. 5.35%, 11/10/99 ................. A-1 3,550 3,545,252
AT&T Corp. 5.28%, 11/15/99 ........................ A-1+ 1,500 1,496,920
Donnelley (R.R.) & Sons Co. 5.30%,
11/17/99 .......................................... A-1 2,160 2,154,912
Household Finance Corp. 5.28%,
11/17/99 .......................................... A-1 2,500 2,494,133
SBC Communications, Inc. 5.32%,
11/19/99 .......................................... A-1+ 2,500 2,493,350
Coca-Cola Co. 5.25%, 11/23/99 ..................... A-1+ 1,500 1,495,187
Vermont American Corp. 5.28%,
11/24/99 .......................................... A-1+ 3,879 3,865,915
- - ------------------------------------------------------------------------------------------
Total Short-Term Obligations
(Identified cost $25,467,608) 25,467,608
- - ------------------------------------------------------------------------------------------
Total Investments--97.9%
(Identified Cost $498,500,018) 444,281,416(a)
Cash and receivables, less liabilites--2.1% 9,374,868
------------
NET ASSETS--100.0% $453,656,284
============
</TABLE>
- - ---------------------
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $9,958,923 and gross
depreciation of $64,189,125 for federal income tax purposes. At October 31,
1999, the aggregate cost of securities for federal income tax purposes was
$498,511,618.
(b) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At October 31,
1999, these securities amounted to a value of $63,077,983 or 13.9% of net
assets.
(c) As rated by Standard & Poor's, Duff & Phelps or Fitch.
(d) Variable or step coupon security; interest rate reflects the rate currently
in effect.
(e) Non-income producing.
(f) Security in default.
(g) All or portion segregated as collateral.
(h) Par value represents Euros.
(i) Security valued at fair value as determined in good faith by or under the
direction of the Trustees.
See Notes to Financial Statements
31
<PAGE>
Phoenix-Goodwin High Yield Fund Series
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999
Assets
Investment securities at value
(Identified cost $498,500,018) $444,281,416
Cash 108,132
Foreign currency at value (Identified cost $4,242,483) 4,246,455
Receivables
Interest and dividends 9,992,411
Investment securities sold 189,853
Fund shares sold 387,810
Prepaid expenses 10,051
------------
Total assets 459,216,128
------------
Liabilities
Payables
Investment securities purchased 4,246,457
Fund shares repurchased 664,511
Investment advisory fee 249,378
Distribution fee 134,974
Transfer agent fee 125,612
Financial agent fee 27,413
Trustees' fee 4,216
Accrued expenses 107,283
------------
Total liabilities 5,559,844
------------
Net Assets $453,656,284
============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $607,436,561
Undistributed net investment income 1,236,279
Accumulated net realized loss (100,801,926)
Net unrealized depreciation (54,214,630)
------------
Net Assets $453,656,284
============
Class A
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $391,057,147) 51,924,570
Net asset value and offering price per share $7.53
Offering price per share $7.53/(1-4.75%) $7.91
Class B
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization (Net Assets
$59,547,113) 7,933,366
Net asset value and offering price per share $7.51
Class C
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $3,052,024) 405,539
Net asset value and offering price per share $7.53
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1999
Investment Income
Interest $54,386,240
Dividends 1,352,015
-------------
Total investment income 55,738,255
-------------
Expenses
Investment advisory fee 3,333,625
Distribution fee, Class A 1,115,610
Distribution fee, Class B 640,648
Distribution fee, Class C 25,567
Financial agent fee 327,661
Transfer agent 760,855
Printing 89,035
Custodian 50,412
Professional 33,364
Registration 29,055
Trustees 16,908
Miscellaneous 12,364
-------------
Total expenses 6,435,104
Custodian fees paid indirectly (25,595)
-------------
Net expenses 6,409,509
-------------
Net investment income 49,328,746
-------------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized loss on securities (35,956,557)
Net change in unrealized appreciation (depreciation)
on investments 37,965,991
Net change in unrealized appreciation (depreciation)
on foreign currency and foreign currency transactions 3,972
-------------
Net gain on investments 2,013,406
-------------
Net increase in net assets resulting from operations $51,342,152
=============
32 See Notes to Financial Statements
<PAGE>
Phoenix-Goodwin High Yield Fund Series
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
---------- ----------
<S> <C> <C>
From Operations
Net investment income (loss) $ 49,328,746 $ 54,925,644
Net realized gain (loss) (35,956,557) (2,965,994)
Net change in unrealized appreciation (depreciation) 37,969,963 (98,402,826)
------------- -------------
Increase (decrease) in net assets resulting from operations 51,342,152 (46,443,176)
------------- -------------
From Distributions to Shareholders
Net investment income, Class A 45,037,890) (48,737,532)
Net investment income, Class B (5,920,213) (5,729,283)
Net investment income, Class C (234,211) (77,895)
------------- -------------
Decrease in net assets from distributions to shareholders (51,192,314) (54,544,710)
------------- -------------
From Share Transactions
Class A
Proceeds from sales of shares (18,425,232 and 14,608,985 shares, respectively) 143,288,356 131,624,797
Net asset value of shares issued from reinvestment of distributions
(3,230,108 and 2,974,231 shares, respectively) 25,061,675 26,360,963
Cost of shares repurchased (26,344,264 and 19,613,171 shares, respectively) (205,309,631) (175,549,018)
------------- -------------
Total (36,959,600) (17,563,258)
------------- -------------
Class B
Proceeds from sales of shares (2,899,381 and 4,637,394 shares, respectively) 22,455,385 41,776,158
Net asset value of shares issued from reinvestment of distributions
(278,064 and 251,098 shares, respectively) 2,147,868 2,210,523
Cost of shares repurchased (3,357,007 and 2,529,603 shares, respectively) (25,931,082) (22,197,043)
------------- -------------
Total (1,327,829) 21,789,638
------------- -------------
Class C
Proceeds from sales of shares (269,525 and 276,001 shares, respectively) 2,100,156 2,487,472
Net asset value of share issued from reinvestment of distributions
(10,955 and 3,918 shares, respectively) 84,719 33,626
Cost of shares repurchased (96,278 and 58,582 shares, respectively) (745,241) (495,138)
------------- -------------
Total 1,439,634 2,025,960
------------- -------------
Increase (decrease) in net assets from share transactions (36,847,795) 6,252,340
------------- -------------
Net increase (decrease) in net assets (36,697,957) (94,735,546)
Net Assets
Beginning of period 490,354,241 585,089,787
------------- -------------
End of period [including undistributed net investment income (loss) of $453,656,284 $490,354,241
$1,236,279 and $2,545,859, respectively] ============= =============
</TABLE>
See Notes to Financial Statements 33
<PAGE>
Phoenix-Goodwin High Yield Fund Series
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------
Year Ended October 31
-------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.55 $9.09 $8.63 $8.17 $8.11
Income from investment operations
Net investment income (loss) 0.76 0.83 0.80 0.78 0.80
Net realized and unrealized gain (loss) -- (1.56) 0.46 0.46 0.04
----- ----- ----- ----- -----
Total from investment operations 0.76 (0.73) 1.26 1.24 0.84
----- ----- ----- ----- -----
Less distributions
Dividends from net investment income (0.78) (0.81) (0.80) (0.78) (0.78)
----- ----- ----- ----- -----
Total distributions (0.78) (0.81) (0.80) (0.78) (0.78)
----- ----- ----- ----- -----
Change in net asset value (0.02) (1.54) 0.46 0.46 0.06
----- ----- ----- ----- -----
Net asset value, end of period $7.53 $7.55 $9.09 $8.63 $8.17
===== ===== ===== ===== =====
Total return(1) 10.16% (8.97)% 15.03% 15.95% 11.19%
Ratios/supplemental data:
Net assets, end of period (thousands) $391,057 $427,659 $532,906 $501,265 $507,855
Ratio to average net assets of:
Operating expenses 1.16%(4) 1.12% 1.11% 1.17% 1.21%
Net investment income 9.71% 9.13% 8.76% 9.21% 10.01%
Portfolio turnover 73% 103% 167% 162% 147%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS B CLASS C
------------------------------------------------------ -------------------
From
Year Inception
Year Ended October 31 Ended 2/27/98 to
------------------------------------------------------ 10/31/99 10/31/98
1999 1998 1997 1996 1995 -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.52 $9.07 $8.63 $8.19 $8.13 $7.54 $9.31
Income from investment operations
Net investment income (loss) 0.70 0.76 0.73 0.71 0.72 0.71 0.50
Net realized and unrealized gain (loss) 0.01 (1.55) 0.46 0.45 0.07 -- (1.76)
----- ----- ----- ----- ----- ----- -----
Total from investment operations 0.71 (0.79) 1.19 1.16 0.79 0.71 (1.26)
----- ----- ----- ----- ----- ----- -----
Less distributions
Dividends from net investment income (0.72) (0.76) (0.75) (0.72) (0.73) (0.72) (0.51)
----- ----- ----- ----- ----- ----- -----
Total distributions (0.72) (0.76) (0.75) (0.72) (0.73) (0.72) (0.51)
----- ----- ----- ----- ----- ----- -----
Change in net asset value (0.01) (1.55) 0.44 0.44 0.06 (0.01) (1.77)
----- ----- ----- ----- ----- ----- -----
Net asset value, end of period $7.51 $7.52 $9.07 $8.63 $8.19 $7.53 $7.54
===== ===== ===== ===== ===== ===== =====
Total return(1) 9.37% (9.61)% 14.18% 14.88% 10.44% 9.38% (14.09)%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) $59,547 $61,026 52,184 $25,595 $12,331 $3,052 $1,669
Ratio to average net assets of:
Operating expenses 1.91%(4) 1.88% 1.86% 1.92% 1.97% 1.91%(4) 1.88%(2)
Net investment income 8.94% 8.46% 8.00% 8.47% 9.18% 8.85% 8.94%(2)
Portfolio turnover 73% 103% 167% 162% 147% 73% 103%
</TABLE>
- - ------
(1) Maximum sales load is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would have been 1.15% for
Class A and the ratio would not significantly differ for Class B and
Class C.
34 See Notes to Financial Statements
<PAGE>
Phoenix-Goodwin Money Market Fund Series
INVESTMENTS AT OCTOBER 31, 1999
<TABLE>
<CAPTION>
FACE
VALUE INTEREST RESET
(000) DESCRIPTION RATE DATE VALUE
- - ----- ----------- -------- ------- -----------
<S> <C> <C> <C> <C>
FEDERAL AGENCY SECURITIES--VARIABLE(b)--20.0%
2,500 FFCB (final maturity 6/1/00) 5.216% 11/1/99 $ 2,500,000
398 SBA (final maturity 1/25/21) 5.75 11/1/99 397,308
2,440 SBA (final maturity 10/25/22) 5.75 1/1/00 2,437,146
3,277 SBA (final maturity 11/25/21) 5.875 1/1/00 3,274,833
2,912 SBA (final maturity 2/25/23) 5.75 1/1/00 2,912,377
2,711 SBA (final maturity 2/25/23) 5.75 1/1/00 2,711,372
2,965 SBA (final maturity 3/25/24) 5.625 11/1/99 2,962,240
380 SBA (final maturity 5/25/21) 5.75 1/1/00 379,491
3,474 SBA (final maturity 9/25/23) 5.625 1/1/00 3,474,056
2,500 SLMA (final maturity 1/20/00) 5.575 11/2/99 2,500,000
2,500 SLMA (final maturity 11/18/99) 5.425 11/2/99 2,500,000
3,000 SLMA (final maturity 3/7/01) 5.405 11/2/99 3,000,000
2,500 FHLB (final maturity 2/25/00) 5.845 11/3/99 2,500,000
10,500 FFCB (final maturity 7/24/00) 5.54 11/1/99 10,500,863
3,000 FHLB (final maturity 7/14/00) 5.705 7/14/00 2,991,728
- - --------------------------------------------------------------------------------
Total Federal Agency Securities--Variable 45,041,414
- - --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
STANDARD
& POORS
RATING MATURITY
(Unaudited) DATE
----------- --------
<S> <C> <C> <C> <C> <C>
COMMERCIAL PAPER--62.6%
550 Emerson Electric Co. A-1+ 5.27 11/1/99 550,000
1,320 Koch Industries, Inc. A-1+ 5.34 11/1/99 1,320,000
5,000 Albertson's, Inc. A-1 5.30 11/2/99 4,999,264
1,132 Greenwich Funding Corp. A-1+ 5.36 11/2/99 1,131,831
2,970 Schering-Plough Corp. A-1+ 5.25 11/2/99 2,969,567
3,540 Gannett Co., Inc. A-1+ 5.30 11/5/99 3,537,935
5,770 Donnelly (R.R.) & Sons Co. A-1 5.28 11/8/99 5,764,076
2,700 Ford Motor Credit Co. A-1 5.25 11/8/99 2,697,244
3,500 Albertson's Inc. A-1 5.25 11/9/99 3,495,917
1,305 Private Export Funding Corp. A-1+ 5.28 11/9/99 1,303,469
1,000 Enterprise Funding Corp. A-1+ 5.39 11/10/99 998,652
5,000 AT&T Corp. A-1+ 5.28 11/15/99 4,989,733
2,500 Donnelley (R.R.) & Sons Co. A-1 5.28 11/16/99 2,494,500
4,715 Exxon Imperial Funding U.S., Inc. A-1+ 5.27 11/16/99 4,704,647
3,500 Bavaria Universal Funding Corp.(b) A-1 5.496 11/17/99 3,500,000
3,500 Household Finance Corp. A-1 5.28 11/17/99 3,491,787
3,000 Schering-Plough Corp. A-1+ 5.28 11/17/99 2,992,960
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STANDARD
FACE & POORS
VALUE RATING INTEREST MATURITY
(000) DESCRIPTION (Unaudited) RATE DATE VALUE
- - ----- ----------- ----------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
1,100 Wisconsin Electric Power Co. A-1+ 5.28% 11/18/99 $1,097,257
2,820 Donnelley (R.R.) & Sons Co. A-1 5.28 11/19/99 2,812,555
3,500 General Electric Capital Corp. A-1+ 5.33 11/19/99 3,490,672
3,000 Schering-Plough Corp. A-1+ 5.27 11/19/99 2,992,095
4,200 Bavaria Universal Funding Corp. A-1+ 5.39 11/22/99 4,186,794
1,015 Exxon Imperial Funding U.S., Inc. A-1+ 5.30 11/22/99 1,011,862
2,805 Coca-Cola Co. A-1+ 5.25 11/23/99 2,796,001
2,500 Enterprise Funding Corp. A-1+ 5.38 11/23/99 2,491,781
1,000 Heinz (H.J.) Co. A-1 5.27 11/24/99 996,633
5,000 Vermont American Corp. A-1+ 5.28 11/24/99 4,983,133
3,500 Merrill Lynch & Co. A-1+ 5.28 11/29/99 3,485,627
2,500 Private Export Funding Corp. A-1+ 5.24 11/29/99 2,489,811
1,475 Merrill Lynch & Co. A-1+ 5.29 11/30/99 1,468,714
1,305 Greenwich Funding Corp. A-1+ 5.95 1/13/00 1,289,255
4,000 Greenwich Funding Corp. A-1+ 5.90 1/13/00 3,952,144
1,374 Receivables Capital Corp. A-1+ 5.82 1/14/00 1,357,562
3,500 Cargill, Inc. A-1 5.40 1/21/00 3,457,475
545 Preferred Receivables Funding Corp. A-1 5.58 1/25/00 537,820
2,500 Gannett Co., Inc. A-1+ 5.95 1/27/00 2,464,052
3,255 Marsh & McLennan Cos., Inc. A-1+ 5.53 1/28/00 3,211,000
3,000 General Electric Capital Corp. A-1+ 4.94 2/4/00 2,960,892
2,500 Greenwich Funding Corp. A-1+ 6.05 2/4/00 2,460,087
2,500 Preferred Receivables Funding Corp. A-1 5.88 2/4/00 2,461,208
2,470 Lexington Parker Capital Co. LLC A-1 5.82 2/11/00 2,429,270
2,599 Enterprise Funding Corp. A-1+ 5.88 2/15/00 2,554,003
2,500 Receivables Capital Corp. A-1+ 5.88 2/15/00 2,456,717
2,500 Preferred Receivables Funding Corp. A-1 6.03 2/17/00 2,454,775
2,500 Lexington Parker Capital Co. LLC A-1 5.85 2/18/00 2,455,719
2,500 AlliedSignal, Inc. A-1 5.92 2/22/00 2,453,544
3,060 American Home Products Corp. A-1 5.67 2/23/00 3,005,058
2,715 American Home Products Corp. A-1 5.72 2/24/00 2,665,391
2,500 Lexington Parker Capital Co. LLC A-1 6.00 2/25/00 2,451,667
1,500 Lexington Parker Capital Co. LLC A-1 6.05 2/25/00 1,470,758
2,500 Bavaria Universal Funding Corp. A-1+ 5.81 3/27/00 2,440,690
2,500 Beta Finance, Inc. A-1+ 5.77 3/27/00 2,441,098
2,500 Campbell Soup Co. A-1+ 4.85 4/13/00 2,444,764
- - ---------------------------------------------------------------------------------------------------
Total Commercial Paper 141,119,466
- - ---------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements
37
<PAGE>
Phoenix-Goodwin Money Market Fund Series
<TABLE>
<CAPTION>
STANDARD
FACE & POORS
VALUE RATING INTEREST MATURITY
(000) DESCRIPTION (Unaudited) RATE DATE VALUE
- - ----- ----------- ----------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
MEDIUM-TERM NOTES(e)--8.5%
2,500 Associates Corporation of
North America(c) AA- 5.288% 11/22/99 $2,499,339
2,500 Beta Finance, Inc. AAA 5.35 3/9/00 2,500,000
2,500 Associates Corporation of
North America AA- 9.125 4/1/00 2,539,017
2,500 Dupont (E.I.) de Nemours & Co. AA- 5.079 4/3/00 2,499,293
1,000 General Electric Capital Corp. AAA 5.76 4/24/00 999,074
3,500 General Electric Capital Corp. AAA 5.84 4/28/00 3,498,233
1,000 Beta Finance, Inc. AAA 5.265 5/15/00 994,815
1,000 Associates Corporation of
North America AA- 6.32 6/16/00 1,002,945
2,500 Pitney Bowes. Inc. AA 5.95 9/29/00 2,500,000
- - ---------------------------------------------------------------------------------------------------
Total Medium-Term Notes 19,032,716
- - ---------------------------------------------------------------------------------------------------
STANDARD
FACE & POORS
VALUE RATING INTEREST MATURITY
(000) DESCRIPTION (Unaudited) RATE DATE VALUE
- - ----- ----------- ----------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
CERTIFICATES OF DEPOSIT--9.3%
3,500 Canadian Imperial Funding Corp. AA- 6.475% 1/24/00 $3,511,441
2,500 Deutsche Bank Financial, Inc. AA+ 4.97 2/2/00 2,499,171
2,500 Canadian Imperial Funding Corp. AA- 5.01 2/7/00 2,499,870
2,500 Deutsche Bank Financial, Inc. AA 5.10 2/17/00 2,499,786
2,500 Canadian Imperial Funding Corp. AA- 5.12 2/23/00 2,499,699
450 Canadian Imperial Funding Corp. AA- 5.27 3/3/00 449,451
3,000 Deutsche Bank Financial, Inc. AA 5.19 3/13/00 2,999,523
3,500 ABN AMRO Bank 5.38 4/20/00 3,499,036
Deutsche Bank Financial, Inc. AA 5.25 5/18/00 548,613
- - ---------------------------------------------------------------------------------------------------
Total Certificates of Deposit 21,006,590
- - ---------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS--100.4%
(Identified cost $226,200,186) 226,200,186(a)
Cash and receivables, less liabilities--(0.4)% (935,898)
------------
NET ASSETS--100.0% $225,264,288
============
</TABLE>
<PAGE>
- - ----------------
(a) Federal Income Tax Information: At October 31, 1999, the aggregate cost of
securities was the same for book and tax purposes.
(b) Variable rate demand notes. The interest rates shown reflect the rates
currently in effect.
(c) Variable rate medium term note. The interest rate shown reflects the rate
currently in effect.
(d) Variable rate certificate of deposit. The next reset date is 1/20/00.
(e) The interest rate shown is the coupon rate.
See Notes to Financial Statements
38
<PAGE>
Phoenix-Goodwin Money Market Fund Series
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999
Assets
Investment securities at value
(Identified cost $226,200,186) $226,200,186
Cash 1,371,365
Receivables
Fund shares sold 2,155,006
Interest 1,248,737
Investment securities sold 46,451
Prepaid expenses 3,432
------------
Total assets 231,025,177
------------
Liabilities
Payables
Fund shares repurchased 5,312,477
Dividend distribution 177,214
Transfer agent fee 81,371
Investment advisory fee 81,121
Financial agent fee 20,801
Distribution fee 15,467
Trustees' fee 11,341
Accrued expenses 61,097
------------
Total liabilities 5,760,889
------------
Net Assets $225,264,288
============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $225,264,288
------------
Net Assets $225,264,288
============
Class A
Shares of beneficial interest outstanding, $1.00 par value,
unlimited authorization (Net Assets $205,065,842) 205,065,842
Net asset value per share $1.00
Class B
Shares of beneficial interest outstanding, $1.00 par value,
unlimited authorization (Net Assets $20,053,524) 20,053,524
Net asset value and offering price per share $1.00
Class C
Shares of beneficial interest outstanding, $1.00 par value,
unlimited authorization (Net Assets $144,922) 144,922
Net asset value and offering price per share $1.00
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1999
Investment Income
Interest $11,772,182
-----------
Total investment income 11,772,182
-----------
Expenses
Investment advisory fee 910,014
Distribution fee, Class B 148,254
Distribution fee, Class C 72
Financial agent fee 206,950
Transfer agent fee 482,886
Printing 38,011
Custodian 36,041
Registration 33,940
Trustees 16,908
Audit 25,730
Miscellaneous 7,763
-----------
Total expenses 1,906,569
Custodian fees paid indirectly (3,119)
-----------
Net expenses 1,903,450
-----------
Net investment income $ 9,868,732
===========
See Notes to Financial Statements
39
<PAGE>
Phoenix-Goodwin Money Market Fund Series
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
--------------- --------------
<S> <C> <C>
From Operations
Net investment income (loss) $ 9,868,732 $ 9,527,556
-------------- --------------
From Distributions to Shareholders
Net investment income - Class A (9,145,952) (8,931,102)
Net investment income - Class B (722,494) (596,454)
Net investment income - Class C (286) --
-------------- --------------
Decrease in net assets from distributions to shareholders (9,868,732) (9,527,556)
-------------- --------------
From Share Transactions
Class A
Proceeds from sales of shares (1,899,144,846 and 1,101,598,303 shares, respectively) 1,899,144,846 1,101,598,303
Net asset value of shares issued from reinvestment of
distributions (8,113,952 and 7,964,222 shares, respectively) 8,113,952 7,964,222
Cost of shares repurchased (1,897,484,874 and 1,102,965,310 shares, respectively) (1,897,484,874) (1,102,965,310)
-------------- --------------
Total 9,773,924 6,597,215
-------------- --------------
Class B
Proceeds from sales of shares (74,245,737 and 46,229,441 shares, respectively) 74,245,737 46,229,441
Net asset value of shares issued from reinvestment of
distributions (599,130 and 482,065 shares, respectively) 599,130 482,065
Cost of shares repurchased (74,769,104 and 41,747,121 shares, respectively) (74,769,104) (41,747,121)
-------------- --------------
Total 75,763 4,964,385
-------------- --------------
Class C
Proceeds from sales of shares (144,728 and 0 shares, respectively) 144,728 --
Net asset value of shares issued from reinvestment of
distributions (194 and 0 shares, respectively) 194 --
Cost of shares repurchased (0 and 0 shares, respectively) -- --
-------------- --------------
Total 144,922 --
-------------- --------------
Increase (decrease) in net assets from share transactions 9,994,609 11,561,600
-------------- --------------
Net increase (decrease) in net assets $ 9,994,609 $ 11,561,600
Net Assets
Beginning of period 215,269,679 203,708,079
-------------- --------------
End of period $ 225,264,288 $ 215,269,679
============== ==============
</TABLE>
See Notes to Financial Statements
40
<PAGE>
Phoenix-Goodwin Money Market Fund Series
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------
Year Ended October 31
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations
Net investment income (loss) 0.044 0.049 0.048 0.047 0.053
----- ----- ----- ----- -----
Total from investment operations 0.044 0.049 0.048 0.047 0.053
----- ----- ----- ----- -----
Less distributions
Dividends from net investment income (0.044) (0.049) (0.048) (0.047) (0.053)
----- ----- ----- ----- -----
Change in net asset value -- -- -- -- --
----- ----- ----- ----- -----
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return 4.47% 5.00% 4.76% 4.67% 5.32%
Ratios/supplemental data:
Net assets, end of period (thousands) $205,066 $195,292 $188.695 $192,859 $193,534
Ratio to average net assets of:
Operating expenses 0.77%(3) 0.73% 0.79% 0.84% 0.71%
Net investment income (loss) 4.41% 4.90% 4.76% 4.68% 5.31%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS B CLASS C
----------------------------------------------------------- -----------
From
Year Ended October 31 Inception
----------------------------------------------------------- 10/12/99 to
1999 1998 1997 1996 1995 10/31/99
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations
Net investment income (loss) 0.036 0.041 0.040 0.039 0.046 0.003
----- ----- ----- ----- ----- -----
Total from investment operations 0.036 0.041 0.040 0.039 0.046 0.003
----- ----- ----- ----- ----- -----
Less distributions
Dividends from net investment income (0.036) (0.041) (0.040) (0.039) (0.046) (0.003)
----- ----- ----- ----- ----- -----
Change in net asset value -- -- -- -- -- --
----- ----- ----- ----- ----- -----
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== =====
Total return 3.69% 4.22% 4.02% 3.93% 4.63% 0.19%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) $20,054 $19,978 $15,013 $10.223 $8,506 $145
Ratio to average net assets of:
Operating expenses 1.52%(3) 1.48% 1.55% 1.59% 1.44% 1.82%(1)
Net investment income (loss) 3.66% 4.15% 4.02% 3.92% 4.62% 3.95%(1)
</TABLE>
- - -------------
(1) Annualized.
(2) Not annualized.
(3) For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would not significantly
differ.
See Notes to Financial Statements
41
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
INVESTMENTS AT OCTOBER 31, 1999
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ------- -----------
U.S. GOVERNMENT SECURITIES--4.4%
U.S. Treasury Bonds--1.1%
U.S. Treasury Bonds 5.25%, 11/15/28 ...... AAA $ 9,000 $ 7,731,103
U.S. Treasury Bonds 5.25%, 2/15/29 ....... AAA 12,100 10,474,408
-----------
18,205,511
-----------
U.S. Treasury Notes--3.3%
U.S. Treasury Notes 4.50%, 9/30/00 ....... AAA 42,150 41,741,158
U.S. Treasury Notes 5.25%, 8/15/03 ....... AAA 1,000 975,485
U.S. Treasury Notes 4.25%, 11/15/03 ...... AAA 8,400 7,885,690
U.S. Treasury Notes 6%, 8/15/04 .......... AAA 200 200,429
U.S. Treasury Notes 4.75%, 11/15/08 ...... AAA 1,550 1,401,230
U.S. Treasury Notes 6%, 8/15/09 .......... AAA 220 219,676
-----------
52,423,668
-----------
- --------------------------------------------------------------------------------
Total U.S. Government Securities
(Identified cost $73,125,595) 70,629,179
- --------------------------------------------------------------------------------
<PAGE>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ------- -----------
AGENCY MORTGAGE-BACKED SECURITIES--3.6%
GNMA 6.50%, '23-'28 AAA $60,344 $58,088,609
- --------------------------------------------------------------------------------
Total Agency Mortgage-Backed Securities
(Identified cost $58,916,977) 58,088,609
- --------------------------------------------------------------------------------
AGENCY NON MORTGAGE-BACKED
SECURITIES--1.1%
Fannie Mae 6.625%, 9/15/09 .................. Aaa(d) 18,340 18,248,300
- --------------------------------------------------------------------------------
Total Agency Non Mortgage-Backed Securities
(Identified cost $18,317,692) 18,248,300
- --------------------------------------------------------------------------------
MUNICIPAL BONDS--6.8%
California--3.0%
Alameda Corridor Transportation Authority
Revenue Taxable Series C 6.50%,
10/1/19 ..................................... AAA 1,100 981,750
See Notes to Financial Statements 45
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
---------- ------- -----------
California--continued
Alameda Corridor Transportation Authority
Revenue Taxable Series C 6.60%,
10/1/29 ...................................... AAA $ 2,750 $ 2,430,312
Fresno County Pension Obligation Revenue
Taxable 6.21%, 8/15/06 ....................... AAA 3,820 3,657,650
Kern County Pension Obligation
Revenue Taxable 7.26%, 8/15/14 ............... AAA 6,830 6,701,937
Long Beach Pension Obligation
Taxable 6.87%, 9/1/06 ........................ AAA 2,865 2,843,512
Orange County Pension Obligation Revenue
Taxable Series A 7.62%, 9/1/08 ............... AAA 9,085 9,402,975
Pasadena Pension Funding Revenue
Taxable Series A 6.95%, 5/15/07 .............. AAA 1,915 1,905,425
Pasadena Pension Funding Revenue
Taxable Series A 7%, 5/15/08 ................. AAA 3,435 3,417,825
Pasadena Pension Funding Revenue
Taxable Series A 7.05%, 5/15/09 .............. AAA 2,500 2,484,375
Pasadena Pension Funding Revenue
Taxable Series A 7.15%, 5/15/11 .............. AAA 565 557,937
San Bernardino County Pension Obligation
Revenue Taxable 6.87%, 8/1/08 ................ AAA 1,530 1,508,963
San Bernardino County Pension Obligation
Revenue Taxable 6.94%, 8/1/09 ................ AAA 4,170 4,112,663
Sonoma County Pension Obligation
Revenue Taxable 6.625%, 6/1/13 ............... AAA 3,665 3,426,775
Ventura County Pension Obligation
Taxable 6.58%, 11/1/06 ....................... AAA 3,560 3,479,900
-----------
46,911,999
-----------
Colorado--0.1%
Denver City and County School District
01 Pension Taxable 6.76%, 12/15/07 ........... AAA 2,000 1,965,000
Florida--1.0%
Miami Beach Special Obligation
Revenue Taxable 8.60%, 9/1/21 ................ AAA 11,675 12,477,656
Tampa Solid Waste System Revenue
Taxable Series A 6.23%, 10/1/05 .............. AAA 1,970 1,908,438
University of Miami Exchangeable Revenue
Taxable Series A 7.65%, 4/1/20 ............... AAA 2,120 2,130,600
-----------
16,516,694
-----------
<PAGE>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
---------- ------- -----------
Massachusetts--0.2%
Massachusetts Port Authority Revenue
Taxable Series C 6.05%, 7/1/02 ............. AA- $ 3,340 $ 3,289,900
New York--0.8%
New York City Municipal Water Finance
Authority Water & Sewer System Revenue
Series B 5%, 6/15/29 ....................... AAA 4,800 4,074,000
New York State Taxable Series C 6.35%,
3/1/07 ..................................... AAA 9,290 8,930,013
-----------
13,004,013
-----------
Pennsylvania--1.0%
Philadelphia Authority For Industrial
Development Pension Funding
Retirement Systems Revenue Taxable
Series A 5.79%, 4/15/09 .................... AAA 8,500 7,724,375
Pittsburgh Pension Obligation Taxable
Series C 6.50%, 3/1/17 ..................... AAA 9,245 8,355,169
-----------
16,079,544
-----------
Texas--0.7%
Dallas-Fort Worth International Airport
Revenue Taxable 6.50%, 11/1/09 ............. AAA 1,900 1,814,500
Dallas-Fort Worth International Airport
Revenue Taxable 6.60%, 11/1/12 ............. AAA 5,750 5,390,625
Texas State Veterans Limited Taxable
Series B 6.10%, 12/1/03 .................... AA 3,995 3,900,119
-----------
11,105,244
-----------
Total Municipal Bonds
(Identified cost $112,548,961) 108,872,394
ASSET-BACKED SECURITIES--4.1%
AESOP Funding II LLC 97-1A, A2 144A
6.40%, 10/20/03(c) ......................... AAA 9,250 9,181,060
Associates Manufactured Housing Pass
Through 97-2, A6 7.075%, 3/15/28 ........... AAA 3,000 2,900,625
Capita Equipment Receivables Trust
97-1, B 6.45%, 8/15/02 ..................... A+ 5,020 4,977,481
Case Equipment Loan Trust 98-A,
A4 5.83%, 2/15/05 .......................... AAA 11,600 11,465,440
-----------
46 See Notes to Financial Statements
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
---------- ------- -----------
Discover Card Master Trust I 98-7,
A 5.60%, 5/16/06 ............................. AAA $8,300 $ 7,972,150
Ford Credit Auto Owner Trust 99-B,
A4 5.80%, 6/15/02 ............................ AAA 3,000 2,981,367
Green Tree Financial Corp. 96-2,
M1 7.60%, 4/15/27 ............................ AA- 9,250 8,949,375
Honda Auto Lease Trust 99-A, A5
6.65%, 7/15/05 ............................... AAA 5,500 5,484,531
Premier Auto Trust 98-3, B 6.14%,
9/8/04 ....................................... A+ 4,000 3,974,002
Triangle Funding Ltd. 98-2A, 3 144A
8.03%, 10/15/04(c)(e) ........................ BBB 8,000 7,950,000
- --------------------------------------------------------------------------------
Total Asset-Backed Securities
(Identified cost $66,647,422) 65,836,031
- --------------------------------------------------------------------------------
CORPORATE BONDS--5.0%
Auto Parts & Equipment--0.3%
Federal-Mogul Corp. 7.50%, 1/15/09 ........... BB+ 5,365 4,781,556
Banks (Major Regional)--0.3%
U.S. Bank of Minnesota N.A. 6.30%,
7/15/08 ...................................... A 3,000 2,820,000
Wachovia Corp. 5.625%, 12/15/08 .............. A+ 3,000 2,688,750
-----------
5,508,750
-----------
Broadcasting (Television, Radio & Cable)--0.3%
CSC Holdings, Inc. 7.25%, 7/15/08 ............ BB+ 4,665 4,443,412
Communications Equipment--0.1%
Williams Communications Group, Inc.
10.875%, 10/1/09 ............................. BB- 2,350 2,414,625
Computers (Software & Services)--0.2%
Computer Associates International, Inc.
Series B 6.375%, 4/15/05 ..................... BBB+ 3,590 3,347,675
Entertainment--0.5%
Capitol Records, Inc. 144A 8.375%
8/15/09(c) ................................... BBB+ 8,600 8,471,000
<PAGE>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
---------- ------- -----------
Gaming, Lottery & Pari-mutuel Companies--0.5%
Harrahs Operating Co., Inc. 7.875%,
12/15/05 ...................................... BB+ $4,335 $4,150,762
Station Casinos, Inc. 10.125%, 3/15/06 ........ B+ 3,000 3,082,500
----------
7,233,262
----------
Health Care (Hospital Management)--0.3%
Tenet Healthcare Corp. 8%, 1/15/05 ............ BB+ 4,865 4,579,181
Health Care (Medical Products & Supplies)--0.2%
Boston Scientific Corp. 6.625%,
3/15/05 ....................................... BBB 3,250 3,055,000
Insurance (Multi-Line)--0.1%
Willis Corroon Corp. 9%, 2/1/09 ............... B+ 1,480 1,309,800
Leisure Time (Products)--0.2%
Bally Total Fitness Holding Corp.
Series D 9.875%, 10/15/07 ..................... B- 2,900 2,747,750
Manufacturing (Diversified)--0.2%
American Standard, Inc. 7.375%,
4/15/05 ....................................... BB- 3,000 2,797,500
Paper & Forest Products--0.2%
Buckeye Technologies, Inc. 9.25%,
9/15/08 ....................................... BB- 3,765 3,830,888
Personal Care--0.0%
Revlon Consumer Products Corp. 9%,
11/1/06 ....................................... B 740 584,600
Publishing--0.1%
Charter Communications Holdings LLC
8.625%, 4/1/09 ................................ B+ 2,000 1,895,000
Retail (Food Chains)--0.1%
Meyer (Fred), Inc. 7.45%, 3/1/08 .............. BBB- 1,290 1,273,875
Services (Commercial & Consumer)--0.3%
Budget Group, Inc. Senior Notes 9.125%,
4/1/06 ........................................ BB- 2,750 2,420,000
United Rentals, Inc. Series B 9.50%,
6/1/08 ........................................ BB- 935 867,213
United Rentals, Inc. Series B 8.80%,
8/15/08 ....................................... BB- 1,570 1,413,000
----------
4,700,213
----------
See Notes to Financial Statements 47
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
<TABLE>
<CAPTION>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- -------- ------------
<S> <C> <C> <C>
Telecommunications (Long Distance)--0.4%
Nextlink Communications, Inc. 10.75%,
11/15/08 ......................................... B $ 2,000 $ 2,025,000
Qwest Communications International, Inc.
Series B 7.50%, 11/1/08 .......................... BB+ 4,300 4,283,875
-----------
6,308,875
-----------
Telephone--0.2%
Century Telephone Enterprises, Inc.
Series F 6.30%, 1/15/08 .......................... BBB+ 3,000 2,771,250
Textiles (Home Furnishings)--0.3%
Westpoint Stevens, Inc. 7.875%,
6/15/05 .......................................... BB 4,365 4,103,100
Truckers--0.1%
Teekay Shipping Corp. 8.32%, 2/1/08 .............. BB+ 2,640 2,356,200
Trucks & Parts--0.1%
Cummins Engine Co., Inc. 6.45%,
3/1/05 ........................................... BBB+ 2,060 1,949,275
- - ----------------------------------------------------------------------------------------------------
Total Corporate Bonds
(Identified cost $84,482,776) .................... 80,462,787
- - ----------------------------------------------------------------------------------------------------
NON-AGENCY MORTGAGE-BACKED SECURITIES--7.7%
CS First Boston Mortgage Securities Corp.
97-C2, A3 6.55%, 11/17/07 ........................ AAA 10,750 10,276,328
CS First Boston Mortgage Securities Corp.
97-C2, B 6.72%, 11/17/07(d) ...................... Aa 9,000 8,505,000
CS First Boston Mortgage Securities Corp.
98-C1, A1B 6.48%, 5/17/08 ........................ AAA 10,000 9,440,625
DLJ Commercial Mortgage Corp. 98-CF2,
A1B 6.24%, 11/12/31(d) ........................... Aaa 4,000 3,727,500
DLJ Mortgage Acceptance Corp. 96-CF1,
A1B 144A 7.58%, 2/12/06(c) ....................... AAA 6,550 6,603,219
First Union - Lehman Brothers - Bank of
America 98-C2, A2 6.56%, 11/18/08 ................ AAA 2,000 1,909,713
First Union - Lehman Brothers Commercial
Mortgage 97-C1, B 7.43%, 4/18/07(d) .............. Aa 11,807 11,756,670
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- -------- ------------
<S> <C> <C> <C>
G.E. Capital Mortgage Services, Inc. 96-8,
1M 7.25%, 5/25/26 ................................ AA $ 5,249 $ 5,091,302
GMAC Commercial Mortgage Securities,
Inc. 97-C2, B 6.703%, 12/15/07(d) ................ Aa 5,000 4,643,250
LB Commercial Conduit Mortgage Trust
98-C4, A1B 6.21%, 10/15/08 ....................... AAA 10,060 9,328,598
Lehman Large Loan 97-LLI, B 6.95%,
3/12/07 .......................................... AA 10,825 10,519,776
Nationslink Funding Corp. 96-1, B 7.69%,
12/20/05 ......................................... AA 6,157 6,207,247
Nationslink Funding Corp. 99-1,
A2 6.316%, 11/20/08 .............................. AAA 2,050 1,925,719
Prudential Home Mortgage
Securities 93-L, 2B3 144A 6.641%,
12/25/23(c)(d) ................................... A 5,000 4,856,250
Residential Funding Mortgage
Securities I 96-S8, A4 6.75%, 3/25/11 ............ AAA 1,891 1,849,892
Residential Funding Mortgage
Securities I 96-S1, A11 7.10%, 1/25/26 ........... AAA 6,600 6,406,125
Residential Funding Mortgage
Securities I 96-S4, M1 7.25%, 2/25/26 ............ AA 5,764 5,570,372
Securitized Asset Sales, Inc. 93-J, 2B
6.808%, 11/28/23(d) .............................. AA 9,563 9,185,389
Structured Asset Securities Corp. 93-C1,
B 6.60%, 10/25/24 ................................ A+ 4,550 4,506,293
- - ----------------------------------------------------------------------------------------------------
Total Non-Agency Mortgage-Backed Securities
(Identified cost $126,684,296) ................... 122,309,268
- - ----------------------------------------------------------------------------------------------------
FOREIGN GOVERNMENT SECURITIES--2.4%
Colombia--0.5%
Republic of Colombia 9.75%, 4/23/09 .............. BB+ 9,140 8,351,675
Croatia--0.6%
Croatia Series A 6.456%, 7/31/10(e) .............. BBB- 5,805 4,702,050
Croatia Series B 6.456%, 7/31/06(e) .............. BBB- 4,522 3,883,206
-----------
8,585,256
-----------
</TABLE>
48 See Notes to Financial Statements
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
<TABLE>
<CAPTION>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- -------- ------------
<S> <C> <C> <C>
El Salvador--0.4%
Republic of El Salvador 144A 9.50%,
8/15/06(c) ....................................... BB+ $ 7,000 $ 6,965,000
Poland--0.3%
Poland Bearer PDI 5%, 10/27/14(e) ................ BBB 5,080 4,508,500
South Korea--0.2%
Republic of Korea 8.875%, 4/15/08 ................ BBB- 3,500 3,641,313
Uruguay--0.4%
Republic of Uruguay 7.25%, 5/4/09 ................ BBB- 6,900 6,472,200
- - ----------------------------------------------------------------------------------------------------
Total Foreign Government Securities
(Identified cost $38,683,315) .................... 38,523,944
- - ----------------------------------------------------------------------------------------------------
FOREIGN CORPORATE BONDS--2.6%
Argentina--0.3%
Compania de Radiocomunicaciones
Moviles SA 144A 9.25%, 5/8/08(c) ................. BBB- 3,400 2,958,000
Telecom Argentina - France Telecom
SA EMTN 144A 9.75%, 7/12/01(c) ................... BBB- 2,250 2,250,000
-----------
5,208,000
-----------
Bahamas--0.2%
Sun International Hotels Ltd. 8.625%,
12/15/07 ......................................... B+ 3,000 2,767,500
Canada--0.2%
Imax Corp. 7.875%, 12/1/05 ....................... BB- 2,935 2,714,875
Chile--0.4%
Compania Sud Americana de Vapores
144A 7.375%, 12/8/03(c) .......................... BBB 4,500 4,275,000
Petropower I Funding Trust 144A 7.36%,
2/15/14(c) ....................................... BBB 2,487 2,139,231
-----------
6,414,231
-----------
Japan--0.8%
IBJ Preferred Capital Co. LLC 144A 8.79%,
12/29/49(c)(d)(e) ................................ Ba 6,800 6,437,343
SB Treasury Co. LLC Series A 144A 9.40%,
12/29/49(c)(e) ................................... BB+ 6,800 6,837,488
-----------
13,274,831
-----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- -------- ------------
<S> <C> <C> <C>
Luxembourg--0.4%
Tyco International Group
SA 6.375%, 6/15/05 ............................... A- $ 6,700 $ 6,348,250
Poland--0.2%
TPSA Finance BV 144A 7.75%,
12/10/08(c) ...................................... BBB 3,095 2,920,906
United Kingdom--0.1%
Orange PLC 144A 8.75%, 6/1/06(c) ................. BB- 1,000 1,030,000
- - ----------------------------------------------------------------------------------------------------
Total Foreign Corporate Bonds
(Identified cost $42,542,445) .................... 40,678,593
- - ----------------------------------------------------------------------------------------------------
SHARES
--------
PREFERRED STOCKS--0.5%
REITS--0.5%
Home Ownership Funding 2, Step-down
Pfd. 144A 13.338%(c)(e) .......................... 10,000 8,442,520
- - ----------------------------------------------------------------------------------------------------
Total Preferred Stocks
(Identified cost $8,487,365) ..................... 8,442,520
- - ----------------------------------------------------------------------------------------------------
COMMON STOCKS--55.6%
Banks (Major Regional)--2.6%
Mellon Financial Corp. ........................... 216,600 8,000,662
Wells Fargo Co. .................................. 702,400 33,627,400
-----------
41,628,062
-----------
Banks (Money Center)--1.6%
Bank of America Corp. ............................ 392,340 25,256,887
Beverages (Non-Alcoholic)--1.3%
PepsiCo, Inc. .................................... 590,500 20,482,969
Broadcasting (Television, Radio & Cable)--3.7%
AMFM, Inc.(b) .................................... 130,500 9,135,000
AT&T Corp.-Liberty Media Group
Class A(b) ....................................... 787,800 31,265,812
CBS Corp.(b) ..................................... 215,700 10,528,856
Clear Channel Communications, Inc.(b) ............ 99,800 8,021,425
-----------
58,951,093
-----------
</TABLE>
See Notes to Financial Statements 49
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
SHARES VALUE
------ -----
Communications Equipment--1.8%
General Motors Corp. Class H(b) .................. 99,000 $ 7,208,437
Motorola, Inc. ................................... 60,000 5,846,250
Tellabs, Inc.(b) ................................. 239,000 15,116,750
------------
28,171,437
------------
Computers (Hardware)--4.4%
Dell Computer Corp.(b) ........................... 377,700 15,155,212
International Business Machines Corp. ............ 344,800 33,919,700
Sun Microsystems, Inc.(b) ........................ 195,700 20,707,506
------------
69,782,418
------------
Computers (Networking)--2.5%
Cisco Systems, Inc.(b) ........................... 547,674 40,527,876
Computers (Software & Services)--4.5%
America Online, Inc.(b) .......................... 122,100 15,834,844
Microsoft Corp.(b) ............................... 547,000 50,631,687
Yahoo!, Inc.(b) .................................. 30,400 5,443,500
------------
71,910,031
------------
Consumer Finance--0.4%
Capital One Financial Corp ....................... 121,500 6,439,500
Distributors (Food & Health)--0.6%
Cardinal Health, Inc. ............................ 210,900 9,095,062
Electric Companies--0.3%
Duke Energy Corp. ................................ 84,600 4,779,900
Electrical Equipment--2.2%
General Electric Co. ............................. 262,400 35,571,600
Electronics (Instrumentation)--0.1%
Waters Corp.(b) .................................. 40,000 2,125,000
Electronics (Semiconductors)--2.6%
Intel Corp. ...................................... 530,800 41,103,825
Financial (Diversified)--4.3%
Citigroup, Inc. .................................. 566,250 30,648,281
Freddie Mac ...................................... 172,000 9,298,750
Morgan Stanley Dean Witter & Co .................. 255,900 28,228,969
------------
68,176,000
------------
Health Care (Diversified)--1.6%
Bristol-Myers Squibb Co. ......................... 333,800 25,640,012
Health Care (Drugs-Major Pharmaceuticals)--2.4%
Pfizer, Inc. ..................................... 521,700 20,607,150
Schering-Plough Corp. ............................ 348,200 17,235,900
------------
37,843,050
------------
<PAGE>
SHARES VALUE
------ -----
Health Care (Medical Products & Supplies)--1.2%
Bard (C.R.), Inc. ................................ 100,000 $ 5,393,750
Baxter International, Inc. ....................... 210,500 13,656,188
------------
19,049,938
------------
Household Products (Non-Durable)--1.8%
Fort James Corp. ................................. 50,000 1,315,625
Kimberly-Clark Corp. ............................. 55,000 3,471,875
Procter & Gamble Co. (The) ....................... 225,700 23,670,288
------------
28,457,788
------------
Insurance (Multi-Line)--1.4%
American International Group, Inc. ............... 220,500 22,697,719
Lodging-Hotels--0.6%
Carnival Corp. ................................... 233,100 10,372,950
Manufacturing (Diversified)--1.8%
Tyco International Ltd. .......................... 702,600 28,060,088
Oil & Gas (Drilling & Equipment)--0.8%
Halliburton Co. .................................. 134,400 5,065,200
Schlumberger Ltd. ................................ 87,300 5,287,106
Transocean Offshore, Inc. ........................ 100,000 2,718,750
------------
13,071,056
------------
Oil & Gas (Exploration & Production)--0.3%
Anadarko Petroleum Corp. ......................... 153,800 4,738,963
Oil (Domestic Integrated)--0.7%
Conoco, Inc. Class A ............................. 419,700 11,515,519
Paper & Forest Products--0.2%
Georgia-Pacific Group ............................ 19,000 754,063
International Paper Co. .......................... 48,000 2,526,000
------------
3,280,063
------------
Personal Care--0.5%
Gillette Co. (The) ............................... 236,500 8,558,344
Retail (Building Supplies)--1.4%
Home Depot, Inc. (The) ........................... 301,400 22,755,700
Retail (Computers & Electronics)--0.8%
Tandy Corp. ...................................... 201,800 12,700,788
Retail (Food Chains)--0.5%
Kroger Co. (The)(b) .............................. 172,580 3,591,821
Safeway, Inc.(b) ................................. 131,700 4,650,656
------------
8,242,477
------------
Retail (General Merchandise)--1.8%
Wal-Mart Stores, Inc. ............................ 518,000 29,590,750
50 See Notes to Financial Statements
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
SHARES VALUE
------ -----
Retail (Home Shopping)--0.1%
Lands' End, Inc.(b) .............................. 21,000 $ 1,615,688
Retail (Specialty)--0.6%
Staples, Inc.(b) ................................. 429,375 9,526,758
Telecommunications (Long Distance)--3.3%
AT&T Corp. ....................................... 648,034 30,295,590
MCI WorldCom, Inc.(b) ............................ 253,399 21,744,839
-----------
52,040,429
-----------
Telephone--0.8%
SBC Communications, Inc. ......................... 262,300 13,360,906
Textiles (Apparel)--0.1%
Tommy Hilfiger Corp.(b) .......................... 54,000 1,525,500
- --------------------------------------------------------------------------------
Total Common Stocks
(Identified cost $603,270,372) ................... 888,646,146
- --------------------------------------------------------------------------------
FOREIGN COMMON STOCKS--3.7%
Health Care (Drugs-Major Pharmaceuticals)--0.6%
Elan Corp. PLC Sponsored ADR
(Ireland)(b) ..................................... 379,600 9,774,700
Oil (International Integrated)--1.9%
BP Amoco PLC Sponsored ADR
(United Kingdom) ................................. 517,786 29,902,141
Telecommunications (Cellular/Wireless)--1.2%
Vodafone AirTouch PLC Sponsored
ADR (United Kingdom) ............................. 400,000 19,175,000
- --------------------------------------------------------------------------------
Total Foreign Common Stocks
(Identified cost $40,040,684) .................... 58,851,841
- --------------------------------------------------------------------------------
<PAGE>
SHARES VALUE
------ -----
UNIT INVESTMENT TRUSTS--1.2%
S&P 500 Depository Receipts ...................... 143,500 $ 19,623,625
- --------------------------------------------------------------------------------
Total Unit Investment Trusts
(Identified cost $18,854,982) .................... 19,623,625
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Long-Term Investments--98.7%
(Identified cost $1,292,602,882) ................. 1,579,213,237
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STANDARD
& POORS PAR
RATING VALUE
(Unaudited) (000)
----------- --------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--1.2%
Commercial Paper--0.7%
General Electric Capital Corp. 5.25%,
11/1/99 .......................................... A-1+ $ 4,960 4,960,000
Albertson's, Inc. 5.35%, 11/10/99 ................ A-1 5,365 5,357,824
Lexington Parker Capital Co. LLC 5.40%,
11/15/99 ......................................... A-1 1,650 1,646,535
------------
11,964,359
------------
Federal Agency Securities--0.5%
FMC Discount Note 5.16%, 11/1/99 ................. 7,245 7,245,000
- - --------------------------------------------------------------------------------------------------
Total Short-Term Obligations
(Identified cost $19,209,359) .................... 19,209,359
- - --------------------------------------------------------------------------------------------------
Total Investments--99.9%
(Identified Cost $1,311,812,241) ................. 1,598,422,596(a)
Cash and receivables, less liabilities--0.1% ..... 1,216,765
--------------
NET ASSETS--100.0% ............................... $1,599,639,361
==============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $319,771,852 and gross
depreciation of $36,181,562 for federal income tax purposes. At October 31,
1999, the aggregate cost of securities for federal income tax purpose was
$1,314,832,306.
(b) Non-income producing.
(c) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At October 31,
1999, these securities amounted to a value of $81,317,017 or 5.1% of net
assets.
(d) As rated by Moody's, Fitch or Duff & Phelps.
(e) Variable or step coupon security; interest rate shown reflects the rate
currently in effect.
See Notes to Financial Statements 51
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999
<TABLE>
<CAPTION>
Assets
<S> <C>
Investment securities at value
(Identified cost $1,311,812,241) $ 1,598,422,596
Short-term investments held as collateral for
loaned securities 28,024,053
Cash 153,942
Receivables
Interest and dividends 8,365,453
Fund shares sold 236,966
Investment securities sold 45,145
Prepaid expenses 29,227
--------------
Total assets 1,635,277,382
--------------
Liabilities
Payables
Collateral on securities loaned 28,024,053
Investment securities purchased 4,153,717
Fund shares repurchased 1,766,455
Investment advisory fee 705,426
Transfer agent fee 359,805
Distribution fee 354,840
Financial agent fee 42,088
Trustees' fee 4,216
Accrued expenses 227,421
--------------
Total liabilities 35,638,021
--------------
Net Assets $ 1,599,639,361
===============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $1,212,497,198
Undistributed net investment income 7,143,938
Accumulated net realized gain 93,387,870
Net unrealized appreciation 286,610,355
--------------
Net Assets $1,599,639,361
==============
Class A
Shares of beneficial interest outstanding,
$1.00 par value, unlimited authorization
(Net Assets $1,561,026,006) 87,103,881
Net asset value per share $17.92
Offering price per share $17.92/(1-4.75%) $18.81
Class B
Shares of beneficial interest outstanding, $1.00 par value,
unlimited authorization (Net Assets $38,613,355) 2,162,856
Net asset value and offering price per share $17.85
</TABLE>
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1999
Investment Income
Interest $ 43,722,717
Dividends 8,143,742
Security lending 306,715
Foreign taxes withheld (52,037)
--------------
Total investment income 52,121,137
--------------
Expenses
Investment advisory fee 8,742,404
Distribution fee, Class A 4,028,753
Distribution fee, Class B 369,796
Financial agent fee 482,554
Transfer agent 2,216,896
Printing 156,686
Custodian 117,721
Professional 50,139
Trustees 19,481
Registration 10,505
Miscellaneous 63,358
--------------
Total expenses 16,258,293
Custodian fees paid indirectly (1,010)
--------------
Net expenses 16,257,283
--------------
Net investment income 35,863,854
--------------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 96,133,633
Net change in unrealized appreciation(depreciation) on
investments 121,818,561
--------------
Net gain on investments 217,952,194
--------------
Net increase in net assets resulting from operations $253,816,048
==============
56 See Notes to Financial Statements
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
---------- ----------
<S> <C> <C>
From Operations
Net investment income (loss) $ 35,863,854 $ 40,274,583
Net realized gain (loss) 96,133,633 66,036,415
Net change in unrealized appreciation (depreciation) 121,818,561 40,037,609
--------------- ---------------
Increase (decrease) in net assets resulting from operations 253,816,048 146,348,607
--------------- ---------------
From Distributions to Shareholders
Net investment income, Class A (35,733,708) (38,891,099)
Net investment income, Class B (587,211) (547,088)
Net realized gains, Class A (59,145,470) (250,194,981)
Net realized gains, Class B (1,279,772) (4,587,560)
--------------- ---------------
Decrease in net assets from distributions to shareholders (96,746,161) (294,220,728)
--------------- ---------------
From Share Transactions
Class A
Proceeds from sales of shares (3,094,136 and 4,154,476 shares, respectively) 53,824,896 68,017,312
Net asset value of shares issued from reinvestment of distributions
(5,171,102 and 17,381,042 shares, respectively) 87,493,618 266,854,723
Cost of shares repurchased ( 16,196,289 and 20,727,390 shares, respectively) (282,470,843) (343,685,337)
--------------- ---------------
Total (141,152,329) (8,813,302)
--------------- ---------------
Class B
Proceeds from sales of shares ( 404,309 and 375,257 shares, respectively) 7,032,370 6,251,773
Net asset value of shares issued from reinvestment of distributions
(102,012 and 309,117 shares, respectively) 1,720,281 4,734,129
Cost of shares repurchased (373,100 and 329,841 shares, respectively) (6,493,887) (5,437,703)
--------------- ---------------
Total 2,258,764 5,548,199
--------------- ---------------
Increase (decrease) in net assets from share transactions (138,893,565) (3,265,103)
--------------- ---------------
Net increase (decrease) in net assets 18,176,322 (151,137,224)
Net Assets
Beginning of period 1,581,463,039 1,732,600,263
--------------- ---------------
End of period (including undistributed net investment income (loss)
of $7,143,938 and $6,718,980 respectively) $1,599,639,361 $1,581,463,039
=============== ===============
</TABLE>
See Notes to Financial Statements 57
<PAGE>
Phoenix-Oakhurst Balanced Fund Series
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------
Year Ended October 31
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
Net asset value, beginning of period $16.29 $18.07 $17.56 $17.04 $15.23
Income from investment operations
Net investment income (loss) 0.40 0.42 0.48 0.48 0.52
Net realized and unrealized gain (loss) 2.25 0.90 2.38 1.46 1.80
------ ------ ------ ------ ------
Total from investment operations 2.65 1.32 2.86 1.94 2.32
------ ------ ------ ------ ------
Less distributions
Dividends from net investment income (0.39) (0.40) (0.48) (0.49) (0.51)
Dividends from net realized gains (0.63) (2.70) (1.87) (0.93) --
------ ------ ------ ------ ------
Total distributions (1.02) (3.10) (2.35) (1.42) (0.51)
------ ------ ------ ------ ------
Change in net asset value 1.63 (1.78) 0.51 0.52 1.81
------ ------ ------ ------ ------
Net asset value, end of period $17.92 $16.29 $18.07 $17.56 $17.04
====== ====== ====== ====== ======
Total return(1) 16.73% 8.68% 18.04% 12.03% 15.52%
Ratios/supplemental data:
Net assets, end of period (thousands) $1,561,026 $1,548,475 $1,702,385 $1,897,306 $2,345,440
Ratio to average net assets of:
Operating expenses 0.97%(2) 0.97% 0.98% 1.01% 1.02%
Net investment income 2.19% 2.41% 2.65% 2.74% 3.27%
Portfolio turnover 57% 138% 206% 191% 197%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------------
Year Ended October 31
---------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.25 $18.04 $17.54 $17.01 $15.23
Income from investment operations
Net investment income (loss) 0.27 0.30 0.35 0.35 0.40
Net realized and unrealized gain (loss) 2.24 0.90 2.37 1.47 1.80
------ ------ ------ ------ ------
Total from investment operations 2.51 1.20 2.72 1.82 2.20
------ ------ ------ ------ ------
Less distributions
Dividends from net investment income (0.28) (0.29) (0.35) (0.36) (0.42)
Dividends from net realized gains (0.63) (2.70) (1.87) (0.93) --
------ ------ ------ ------ ------
Total distributions (0.91) (2.99) (2.22) (1.29) (0.42)
------ ------ ------ ------ ------
Change in net asset value 1.60 (1.79) 0.50 0.53 1.78
------ ------ ------ ------ ------
Net asset value, end of period $17.85 $16.25 $18.04 $17.54 $17.01
====== ====== ====== ====== ======
Total return(1) 15.84% 7.91% 17.13% 11.24% 14.68%
Ratios/supplemental data:
Net assets, end of period (thousands) $38,613 $32,988 $30,216 $26,209 $16,971
Ratio to average net assets of:
Operating expenses 1.72%(2) 1.72% 1.73% 1.76% 1.78%
Net investment income 1.45% 1.66% 1.90% 1.96% 2.46%
Portfolio turnover 57% 138% 206% 191% 197%
</TABLE>
- - --------------------
(1) Maximum sales load is not reflected in the total return calculation.
(2) For the year ended October 31, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would not significantly
differ.
58 See Notes to Financial Statements
<PAGE>
Phoenix Series Fund
Notes to Financial Statements
October 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
Phoenix Series Fund (the "Trust") is organized as a Massachusetts business
trust and is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end management investment company. Each Fund has distinct
investment objectives. The Core Bond Fund (formerly U.S. Government) seeks to
provide both current income and capital appreciation. The Aggressive Growth Fund
seeks appreciation of capital through the use of aggressive investment
techniques. The Capital Growth Fund seeks a long-term appreciation of capital.
The High Yield Fund seeks to provide high current income. The Money Market Fund
seeks to provide as high a level of current income consistent with capital
preservation and liquidity. The Balanced Fund seeks to provide reasonable
income, long-term capital growth and conservation of capital.
Each Series offers both Class A and Class B shares and, additionally, Core
Bond Fund, High Yield Fund, and Money Market Fund offer Class C shares. Class A
shares are sold with a front-end sales charge of up to 4.75%. Class B shares are
sold with a contingent deferred sales charge which declines from 5% to zero
depending on the period of time the shares are held. Class C shares are sold
with a 1% contingent deferred sales charge if redeemed within one year of
purchase. All classes of shares have identical voting, dividend, liquidation and
other rights and the same terms and conditions, except that each class bears
different distribution expenses and has exclusive voting rights with respect to
its distribution plan. Income and expenses of each Fund are borne pro rata by
the holders of all classes of shares, except that each class bears distribution
expenses unique to that class.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from those estimates.
A. Security valuation:
Equity securities are valued at the last sale price, or if there had been
no sale that day, at the last bid price. Debt securities are valued on the basis
of broker quotations or valuations provided by a pricing service which utilizes
information with respect to recent sales, market transactions in comparable
securities, quotations from dealers, and various relationships between
securities in determining value. Short-term investments having a remaining
maturity of 60 days or less are valued at amortized cost which approximates
market. All other securities and assets are valued at their fair value as
determined in good faith by or under the direction of the Trustees.
The Money Market Fund uses the amortized cost method of security valuation
which, in the opinion of the Trustees, represents the fair value of the
particular security. The Trustees monitor the deviations between the classes'
net asset value per share as determined by using available market quotations and
its amortized cost per share. If the deviation exceeds 1/2 of 1%, the Board of
Trustees will consider what action, if any, should be initiated to provide a
fair valuation. This valuation procedure allows each class of the Fund to
maintain a constant net asset value of $1 per share.
B. Security transactions and related income:
Security transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date or, in the case of certain foreign securities,
as soon as the Fund is notified. Interest income is recorded on the accrual
basis. The Trust does not amortize premiums except for the Money Market Fund,
but does amortize discounts using the effective interest method. Realized gains
and losses are determined on the identified cost basis.
<PAGE>
C. Income taxes:
Each of the Funds is treated as a separate taxable entity. It is the policy
of each Fund in the Trust to comply with the requirements of the Internal
Revenue Code (the Code), applicable to regulated investment companies, and to
distribute all of its taxable income to its shareholders. In addition, each Fund
intends to distribute an amount sufficient to avoid imposition of any excise tax
under Section 4982 of the Code. Therefore, no provision for federal income taxes
or excise taxes has been made.
D. Distributions to shareholders:
Distributions are recorded by each Fund on the ex-dividend date. Income and
capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences include the treatment of non- taxable dividends, expiring
capital loss carryforwards, foreign currency gain/loss, partnerships, and losses
deferred due to wash sales and excise tax regulations. Permanent book and tax
basis differences relating to shareholder distributions will result in
reclassifications to paid in capital.
E. Foreign currency translation:
Foreign securities, other assets and liabilities are valued using the
foreign currency exchange rate effective at the end of the reporting period.
Cost of investments is translated at the currency exchange rate effective at the
trade date. The gain or loss resulting from a change in currency exchange rates
between the trade and settlement dates of a portfolio transaction is treated as
a gain or loss on foreign currency. Likewise, the gain or loss resulting from a
change in currency exchange rates, between the date income is accrued and paid,
is treated as a gain or loss on foreign currency. The Trust does not separate
that portion of the results of operations arising from changes in exchange rates
and that portion arising from changes in the market prices of securities.
59
<PAGE>
Phoenix Series Fund
Notes to Financial Statements
October 31, 1999 (continued)
F. Forward currency contracts:
Each of the Funds, except the Core Bond and Money Market Fund, may enter
into forward currency contracts in conjunction with the planned purchase or sale
of foreign denominated securities in order to hedge the U.S. dollar cost or
proceeds. Forward currency contracts involve, to varying degrees, elements of
market risk in excess of the amount recognized in the statement of assets and
liabilities. Risks arise from the possible movements in foreign exchange rates
or if the counterparty does not perform under the contract.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any number of days from the
date of the contract agreed upon by the parties, at a price set at the time of
the contract. These contracts are traded directly between currency traders and
their customers. The contract is marked-to-market daily and the change in market
value is recorded by each Fund as an unrealized gain (or loss). When the
contract is closed, the Fund records a realized gain (or loss) equal to the
change in the value of the contract when it was opened and the value at the time
it was closed.
G. Security lending:
The Trust loans securities to qualified brokers through an agreement with
State Street Bank & Trust (the Custodian). Under the terms of the agreement, the
Trust receives collateral with a market value not less than 100% of the market
value of loaned securities. Collateral is adjusted daily in connection with
changes in the market value of securities on loan. Collateral consists of cash,
securities issued or guaranteed by the U.S. Government or its agencies and the
sovereign debt of foreign countries. Interest earned on the collateral and
premiums paid by the borrower are recorded as income by the Trust net of fees
charged by the Custodian for its services in connection with this securities
lending program. Lending portfolio securities involves a risk of delay in the
recovery of the loaned securities or in the foreclosure on collateral. At
October 31, 1999, the Trust had the following amounts of securities on loan and
related collateral:
Value of
Value of Securities
Collateral on Loan
----------- -----------
Balanced Fund ................... $48,595,147 $47,328,212
Capital Growth Fund ............. 15,473,100 15,076,813
Aggressive Growth Fund .......... 38,473,422 37,259,857
<PAGE>
H. Expenses:
Expenses incurred by the Trust with respect to any two or more Funds are
allocated in proportion to the net assets of each Fund, except where allocation
of direct expense to each Fund or an alternative allocation method can be more
fairly made.
I. Options:
The Trust, except for the Core Bond and Money Market Fund, may write
covered options or purchase options contracts for the purpose of hedging against
changes in the market value of the underlying securities or foreign currencies.
The Fund will realize a gain or loss upon the expiration or closing of the
option transaction. Gains and losses on written options are reported separately
in the Statement of Operations. When a written option is exercised, the proceeds
on sales or amounts paid are adjusted by the amount of premium received. Options
written are reported as a liability in the Statement of Assets and Liabilities
and subsequently marked-to-market to reflect the current value of the option.
The risk associated with written options is that the change in value of options
contracts may not correspond to the change in value of the hedged instruments.
In addition, losses may arise from changes in the value of the underlying
instruments, or if a liquid secondary market does not exist for the contracts.
Each Fund, except for the Core Bond and Money Market Fund, may purchase
options which are included in the Series' Schedule of Investments and
subsequently marked-to-market to reflect the current value of the option. When a
purchased option is exercised, the cost of the security is adjusted by the
amount of premium paid. The risk associated with purchased options is limited to
the premium paid.
J. When-issued and delayed delivery transactions:
Each Fund may engage in when-issued or delayed delivery transactions. The
Funds record when-issued securities on the trade date and maintain collateral
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis begin earning interest on the settlement date.
K. Swap Agreements:
The Trust may invest in swap agreements for the purpose of hedging against
changes in interest rates or foreign currencies. Swap agreements involve the
exchange by the Funds with another party of their respective commitments to pay
or receive interest, (e.g., an exchange of floating rate payments for fixed rate
payments) with respect to a notional amount of principal. Swaps are marked to
market daily based upon quotations from market makers and the change, if any, is
recorded as an unrealized gain or loss in the Statement of Operations. Net
payments of interest are recorded as interest income. Entering into these
agreements involves, to varying degrees, elements of credit and market risk in
excess of the amounts recognized on the Statement of Assets and Liabilities.
Such risks involve the possibility that there will be no liquid market for these
agreements, that the counterparty to the agreement may default on its obligation
to perform and that there may be unfavorable changes in the fluctuation of
interest and/or exchange rates.
60
<PAGE>
Phoenix Series Fund
Notes to Financial Statements
October 31, 1999 (continued)
2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for their services to the Trust, the Advisers, Phoenix
Investment Counsel, Inc. ("PIC"), an indirect majority-owned subsidiary of
Phoenix Home Life Mutual Insurance Company ("PHL"), and Duff & Phelps Investment
Management Co. ("DPIM"), a subsidiary of Phoenix Investment Partners, Ltd.,
formerly Phoenix, Duff & Phelps Corporation, which is an indirect majority owned
subsidiary of PHL are entitled to a fee based upon the following annual rates as
a percentage of the average daily net assets of each separate Series:
1st $1 $1-2 $2+
Series Billion Billion Billion
- - ------ ------- ------- -------
Core Bond Fund .................. 0.45% 0.40% 0.35%
Aggressive Growth Fund .......... 0.70% 0.65% 0.60%
Capital Growth Fund ............. 0.70% 0.65% 0.60%
High Yield Fund ................. 0.65% 0.60% 0.55%
Money Market Fund ............... 0.40% 0.35% 0.30%
Balanced Fund ................... 0.55% 0.50% 0.45%
The Adviser has agreed to assume expenses and reduce the advisory fee for
the benefit of the Money Market Fund to the extent that total expenses
(excluding interest, taxes, brokerage fees and commissions and extraordinary
expenses) exceed 0.85% for Class A shares and 1.60% for Class B shares of the
average of the aggregate daily net asset value.
Effective October 8, 1999, DPIM was appointed Adviser to the Core Bond
Fund. DPIM was substituted for PIC under the investment management agreement for
the Fund. Roger Engemann & Associates, Inc. ("REA") became the subadvisor to the
Aggressive Growth Fund and Capital Growth Fund effective June 25, 1998 and
August 6, 1999, respectively. For its services, REA is paid a fee by the Adviser
equal to 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 and a fee equal to 0.10% of the average daily net assets of
the Capital Growth Fund up to $3 billion and 0.30% of such value in excess of $3
billion. REA is a wholly-owned subsidiary of Pasadena Capital Corporation which
in turn is a wholly-owned subsidiary of Phoenix Investment Partners, Ltd., an
indirect, majority-owned subsidiary of PHL.
Phoenix Equity Planning Corporation (PEPCO), an indirect majority-owned
subsidiary of PHL, which serves as the national distributor of the Trust's
shares, has advised the Trust that it retained selling commissions of $390,176
for Class A shares, deferred sales charges of $720,666 for Class B shares and
$1,586 for Class C shares, for the year ended October 31, 1999. In addition,
each Series except the Money Market Fund pays PEPCO a distribution fee at an
annual rate of 0.25% for Class A shares, 1.00% for Class B shares and 1.00% for
Class C shares applied to the average daily net assets of each Fund; the
distribution fee for the Money Market Fund is 0%, 0.75% and 1.00% for Class A,
Class B and Class C, respectively. The distributor has advised the Trust that of
the total amount expensed for the year ended October 31, 1999, $3,306,183 was
earned by the Distributor, $10,841,983 was earned by unaffiliated participants,
and $1,456,300 was paid to W.S. Griffith, an indirect subsidiary of PHL.
<PAGE>
As Financial Agent of the Trust, PEPCO receives a financial agent fee equal
to the sum of (1) the documented cost of fund accounting and related services
provided by PFPC Inc. (subagent to PEPCO), plus (2) the documented cost to PEPCO
to provide financial reporting, tax services and oversight of subagent's
performance. The current fee schedule of PFPC Inc. ranges from 0.085% to 0.0125%
of the average daily net asset values of the Fund. Certain minimum fees and fee
waivers may apply.
PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended October 31, 1999, transfer
agent fees were $7,486,526 of which PEPCO retained $3,352,348 which is net of
fees paid to State Street.
At October 31, 1999, PHL and affiliates held Phoenix Series Fund shares
which aggregated the following:
Aggregate
Net Asset
Shares Value
---------- ----------
Core Bond Fund ................................. 339 $1,2213,065
Aggressive Growth Fund ......................... 14,432 337,709
High Yield Fund ................................ 481 3,622
Money Market Fund .............................. 13,756,223 13,756,223
The Adviser voluntarily contributed capital to Phoenix-Engemann Capital
Growth Fund in the amount of $4,720,017 as disclosed in the statement of
changes. This contribution offset losses realized on the sale of certain
securities by the Fund. The Adviser received no shares of beneficial interest or
other consideration in exchange for this contribution which increased the net
asset value of the Fund.
3. PURCHASE AND SALE OF SECURITIES
Purchases and sales of securities during the year ended October 31, 1999
(excluding U.S. Government and agency securities and short-term securities)
aggregated the following:
Purchases Sales
-------------- --------------
Core Bond Fund ................................. $1,123,248,056 $1,172,557,114
Aggressive Growth Fund ......................... 501,223,830 523,163,874
Capital Growth Fund ............................ 2,722,842,911 3,024,288,191
High Yield Fund ................................ 347,675,776 402,017,278
Balanced Fund .................................. 706,547,836 846,601,256
61
<PAGE>
Phoenix Series Fund
Notes to Financial Statements
October 31, 1999 (continued)
Purchases and sales of U.S. Government and agency securities during the
year ended October 31, 1999, aggregated the following:
Purchases Sales
------------ ------------
Core Bond Fund ................................. $168,432,248 $137,845,917
Balanced Fund .................................. 143,670,001 166,059,720
At October 31, 1999, the High Yield Fund had the following swap agreements
outstanding:
Unrealized
Appreciation
Notional Amount (Depreciation)
- -------------- ------------
$2,880,900 Agreement with Chase Manhattan Bank
terminating on November 1, 2001 to
receive interest at 14.23% in exchange
for payment of 11.875% on EUR 2,700,000 $30,710
$4,200,000 Agreement with Morgan Stanley Capital
Services Inc. terminating on November 1,
2004 to receive interest at 13.26% in
exchange for payment of 11.25% on EUR
4,000,000 0
-------
$30,710
4. CREDIT RISK
In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such investments
may be volatile. The consequences of political, social or economic changes in
these markets may have disruptive effects on the market prices of these
investments and the income they generate, as well as a fund's ability to
repatriate such amounts.
5. CAPITAL LOSS CARRYOVERS
The following Funds have capital loss carryforwards which may be used to
offset future capital gains.
Core Bond High Yield
Expiration Date Fund Series Fund
- --------------- ----------- ------------
2002 .......................................... $ 15,893,108 $114,103,053
2003 .......................................... -- 46,929,335
2004 .......................................... 2,433,827 --
2006 .......................................... -- 1,533,950
2007 .......................................... 6,429,814 38,223,988
------------ ------------
Total ......................................... $ 14,756,749 $100,790,326
============ ============
For the fiscal year ended October 31, 1999, the Aggressive Growth Fund had
losses deferred in the prior year of $6,125,513 which were utilized in the
current year.
<PAGE>
6. RECLASS OF CAPITAL ACCOUNTS
In accordance with accounting pronouncements, the Funds have recorded
several reclassifications in the capital accounts. These reclassifications have
no impact on the net asset value of the Funds and are designed generally to
present undistributed income and realized gains on a tax basis which is
considered to be more informative to the shareholder. As of October 31, 1999,
the Funds recorded the following reclassifications to increase (decrease) the
accounts listed below:
Accumulated Capital
Undistributed net realized in on shares
net investment gain of beneficial
income (loss) (loss) interest
----------- ---------- -----------
Core Bond Fund ............... $ 1,093,276 $(1148,386 $(1,241,662)
Aggressive Growth Fund ....... 1,493,317 (1,493,317) --
Capital Growth Fund .......... 7,296,538 (5,413) (7,291,125)
High Yield Fund .............. 553,988 (393,597) (160,391)
Balanced Fund ................ 882,023 (282,823) (599,200)
TAX INFORMATION NOTICE (Unaudited)
For the fiscal year ended October 31, 1999, the following Funds distributed
long-term capital gain dividends as follows:
Capital Growth Fund .................................. $237,509,989
Balanced Fund ........................................ 60,425,242
For federal income tax purposes, 18.37% of the ordinary income dividends
paid by the Balanced Fund qualify for the dividends received deduction for
corporate shareholders.
This report is not authorized for distribution to prospective investors in the
Phoenix Series Fund unless preceded or accompanied by an effective Prospectus
which includes information concerning the sales charge, Fund's record and other
pertinent information.
62
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
[PRICEWATERHOUSECOOPERS LOGO]
To the Trustees and Shareholders of
Phoenix Series Fund
In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments (except for bond ratings), and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
Phoenix-Duff & Phelps Core Bond Fund, Phoenix-Engemann Aggressive Growth Fund,
Phoenix-Engemann Capital Growth Fund, Phoenix-Goodwin High Yield Fund,
Phoenix-Goodwin Money Market Fund and Phoenix-Oakhurst Balanced Fund (formerly
known as Phoenix U.S. Government Securities Fund Series, Phoenix Aggressive
Growth Fund Series, Phoenix Growth Fund Series, Phoenix High Yield Fund Series,
Phoenix Money Market Fund Series, and Phoenix Balanced Fund Series,
respectively) (constituting the Phoenix Series Fund, hereinafter referred to as
the "Fund") at October 31, 1999, and the results of each of their operations for
the year then ended, the changes in each of their net assets for each of the two
years in the period then ended and the financial highlights for the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.
[PRICEWATERHOUSECOOPERS SIGNATURE]
Boston, Massachusetts
December 16, 1999
63
<PAGE>
PHOENIX SERIES FUND
PART C--OTHER INFORMATION
ITEM 23. EXHIBITS
a.1 Agreement and Declaration of Trust, as amended, filed via EDGAR as
Exhibit 1.1 with Post-Effective Amendment No. 84 on February 27,
1997, and incorporated herein by reference.
a.2 Amendments dated May 25, 1994 and August 24, 1994 to Agreement and
Declaration of Trust, as amended, filed via EDGAR as Exhibit 1.2
with Post-Effective Amendment No. 84 on February 27, 1997, and
incorporated herein by reference.
a.3 Amendment dated November 15, 1995 to Agreement and Declaration of
Trust, as amended, filed via EDGAR as Exhibit 1.3 with
Post-Effective Amendment No. 83 on February 28, 1996, and
incorporated herein by reference.
a.4 Amendment dated May 22, 1996 to Agreement and Declaration of Trust,
as amended, filed via EDGAR as Exhibit 1.4 with Post-Effective
Amendment No. 84 on February 27, 1997, and incorporated herein by
reference.
a.5* Amendment dated February 27, 1998 to Agreement and Declaration of
Trust, as amended, establishing Class C and Class M shares, filed
via EDGAR herewith.
a.6* Amendment dated December 23, 1998 to Agreement and Declaration of
Trust, as amended, abolishing Class M shares, filed via EDGAR
herewith.
a.7* Amendment dated January 22, 1999 to Agreement and Declaration of
Trust, as amended, changing certain series' names, filed via EDGAR
herewith.
a.8* Amendment dated November 4, 1999 to Agreement and Declaration of
Trust, as amended, changing certain series' names, filed via EDGAR
herewith.
b. None.
c. Reference is made to Article IV of the Registrant's Declaration of
Trust, as amended, and filed with the Registration Statement
referred to in Exhibit a.1.
d.1 Investment Advisory Agreement between the Registrant and Phoenix
Investment Counsel, Inc. ("PIC") dated January 1, 1994 covering the
Aggressive Growth Fund Series, Balanced Fund, Growth Fund, High
Yield Fund, Money Market Fund, and Bond Fund*, filed via EDGAR as
Exhibit 5 with Post-Effective Amendment No. 84 on February 27,
1997, and incorporated herein by reference. (*Duff & Phelps
Investment Management Co. substituted for PIC, effective October 8,
1999.)
d.2 Subadvisory Agreement between Phoenix Investment Counsel, Inc. and
Roger Engemann & Associates, Inc. dated June 26, 1998 covering the
Aggressive Growth Fund, filed via EDGAR with Post-Effective
Amendment No. 87 on March 1, 1999, and incorporated herein by
reference.
d.3* Subadvisory Agreement between Phoenix Investment Counsel, Inc. and
Roger Engemann & Associates dated August 6, 1999, covering the
Capital Growth Fund, filed via EDGAR herewith.
e.1 Underwriting Agreement between Registrant and Phoenix Equity
Planning Corporation, dated November 19, 1997, filed via EDGAR as
Exhibit 6.1 with Post-Effective Amendment No. 85 on December 29,
1997, and incorporated herein by reference.
e.2 Form of Sales Agreement between Phoenix Equity Planning Corporation
and dealers, filed via EDGAR as Exhibit 6.2 with Post-Effective
Amendment No. 85 on December 29, 1997, and incorporated herein by
reference.
e.3 Form of Supplement to Phoenix Family of Funds Sales Agreement,
filed via EDGAR as Exhibit 6.3 with Post-Effective Amendment No. 85
on December 29, 1997, and incorporated herein by reference.
e.4 Form of Financial Institution Sales Contract for the Phoenix Family
of Funds, filed via EDGAR as Exhibit 6.4 with Post-Effective
Amendment No. 85 on December 29, 1997, and incorporated herein by
reference.
f. None.
g.1 Custodian Contract between Registrant and State Street Bank and
Trust Company dated May 1, 1997, filed via EDGAR as Exhibit 8.1
with Post-Effective Amendment No. 85 on December 29, 1997, and
incorporated herein by reference.
C1
<PAGE>
h.1 Transfer Agency and Service Agreement between Registrant and
Phoenix Equity Planning Corporation dated June 1, 1994, filed via
EDGAR as Exhibit 9.1 with Post-Effective Amendment No. 84 on
February 27, 1997, and incorporated herein by reference.
h.2 Amended and Restated Financial Agent Agreement between Registrant
and Phoenix Equity Planning Corporation dated November 19, 1997,
filed via EDGAR as Exhibit 9.2 with Post-Effective Amendment No. 85
on December 29, 1997, and incorporated herein by reference.
h.3 Sub-Transfer Agent Agreement Between Phoenix Equity Planning
Corporation, and State Street Bank & Trust Company, dated July 21,
1994, filed via EDGAR as Exhibit 9.3 with Post-Effective Amendment
No. 85 on December 27, 1997, and incorporated herein by reference.
h.4 First Amendment to the Amended and Restated Financial Agent
Agreement between Registrant and Phoenix Equity Planning
Corporation, effective as of February 27, 1998, filed via Edgar
with Post-Effective Amendment No. 87 on March 1, 1999, and
incorporated herein by reference.
h.5 Second Amendment to Amended and Restated Financial Agent Agreement
between Registrant and Phoenix Equity Planning Corporation, dated
July 31, 1998 filed via Edgar with Post-Effective Amendment No. 87
on March 1, 1999, and incorporated herein by reference.
i. Opinion of Counsel as to legality of the shares, filed with
Post-Effective Amendment No. 82 on March 1, 1995, and filed via
EDGAR as Exhibit 10 with Post-Effective Amendment No. 84 on
February 27, 1997, and incorporated by reference.
j.* Written Consent of PricewaterhouseCoopers LLP.
k. Not Applicable.
l. None.
m.1 Class A Shares Amended and Restated Distribution Plan pursuant to
Rule 12-b 1 under the Investment Company Act of 1940, filed via
EDGAR as Exhibit 15.1 with Post-Effective Amendment No. 85 on
December 29, 1997, and incorporated herein by reference.
m.2* Class B Shares Amended and Restated Distribution Plan pursuant to
Rule 12-b 1 under the Investment Company Act of 1940, filed via
EDGAR herewith.
m.3 Form of Class C Shares Amended and Restated Distribution Plan
pursuant to Rule 12-b 1 under the Investment Company Act of 1940,
filed via EDGAR as Exhibit 15.3 with Post-Effective Amendment No.
85 on December 29, 1997, and incorporated herein by reference.
o.1 Amended and Restated Rule 18f-3 Multi-Class Distribution Plan
effective November 19, 1997, filed via EDGAR as Exhibit 18.1 with
Post-Effective Amendment No. 85 on December 29, 1997, and
incorporated herein by reference.
o.2 First Amendment to Amended and Restated Plan pursuant to Rule
18f-3, effective August 26, 1998 filed via EDGAR with
Post-Effective Amendment No. 87 on March 1, 1999, and incorporated
herein by reference.
p.1 Powers of Attorney for Ms. Curtiss and Messrs. Chesek, Conroy,
Dalzell-Payne, Jeffries, Keith, Morris, Oates, Pedersen, Roth,
Segerson and Weicker, filed via EDGAR with Post-Effective Amendment
No. 86 on December 30, 1998, and incorporated herein by reference.
----------
*Filed herewith
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
None.
ITEM 25. INDEMNIFICATION
Incorporated herein by reference is Post-Effective Amendment No. 53 to
Registrant's Registration Statement (No. 2-14069) under the Securities Act of
1933.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See "Management of the Funds" in the Prospectus and "Services of the Adviser"
and "Management of the Fund" in the Statement of Additional Information, each of
which is included in this Post-Effective Amendment to the Registration
Statement.
C2
<PAGE>
For information as to the business, profession, vocation or employment of a
substantial nature of director and officers of the Advisers reference is made to
the Adviser's current Form ADV (PIC: SEC File No. 801-5995 and Duff & Phelps:
SEC File No. 801-14813) filed under the Investment Advisers Act of 1940, and
incorporated herein by reference.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Equity Planning also serves as the principal underwriter for the
following other registrants:
Phoenix-Aberdeen Series Fund, Phoenix-Aberdeen Worldwide Opportunities
Fund, Phoenix Duff & Phelps Institutional Mutual Funds, Phoenix-Engemann
Funds, Phoenix Equity Series Fund, Phoenix-Euclid Funds, Phoenix-Goodwin
California Tax Exempt Bonds, Inc., Phoenix-Goodwin Multi-Sector Fixed
Income Fund, Inc., Phoenix-Goodwin Multi-Sector Short Term Bond Fund,
Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund,
Phoenix-Oakhurst Income & Growth Fund, Phoenix-Oakhurst Strategic
Allocation Fund, Inc., Phoenix-Seneca Funds, Phoenix Strategic Equity
Series Fund, Phoenix-Zweig Trust, Phoenix Home Life Variable Universal
Life Account, Phoenix Home Life Variable Accumulation Account, PHL
Variable Accumulation Account, Phoenix Life and Annuity Variable
Universal Life Account and PHL Variable Separate Account MVAl.
(b) Directors and executive officers of Phoenix Equity Planning Corporation
are as follows:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480
Philip R. McLoughlin Director and President Trustee and President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480
William R. Moyer Director, Senior Vice President Vice President
100 Bright Meadow Blvd. and Chief Financial Officer
P.O. Box 1900
Enfield, CT 06083-1900
John F. Sharry President, Executive Vice President
56 Prospect St. Retail Distribution
P.O. Box 150480
Hartford, CT 06115-0480
G. Jeffrey Bohne Vice President, Mutual Fund Secretary
101 Munson Street Customer Service
P.O. Box 810
Greenfield, MA 01302-0810
Nancy G. Curtiss Vice President and Treasurer, Treasurer
56 Prospect St. Fund Accounting
P.O. Box 150480
Hartford, CT 06115-0480
Jacqueline M. Porter Assistant Vice President, Assistant Treasurer
56 Prospect Street Financial Reporting
P.O. Box 150480
Hartford, CT 06115-0480
</TABLE>
(c) To the best of the Registrant's knowledge, no commissions or other
compensation was received by any principal underwriter who is not an
affiliated person of the Registrant or an affiliated person of such
affiliated person, directly or indirectly, from the Registrant during the
Registrant's last fiscal year.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder include herein described
Series' investment adviser, Phoenix Investment Counsel, Inc.; Registrant's
financial agent, transfer agent and principal underwriter, Phoenix Equity
Planning Corporation; Registrant's dividend disbursing agent and custodian,
State Street Bank and Trust Company. The address of the Secretary of the Trust
is 101 Munson Street, Greenfield, Massachusetts 01301; the address of Phoenix
Investment Counsel, Inc. is 56 Prospect Street, Hartford, Connecticut 06115; the
address of Duff & Phelps Investment Management Co. is 55 East Monroe Street,
Chicago, Illinois 60603; the address of Phoenix Equity Planning
C3
<PAGE>
Corporation is 100 Bright Meadow Boulevard, P.0. Box 2200, Enfield, Connecticut
06083-2200; the address of the dividend disbursing agent is P.O. Box 8301,
Boston, Massachusetts 02266-8301, Attention: Phoenix Funds, and the address of
the custodian is P.O. Box 351, Boston, Massachusetts 02101.
ITEM 29. MANAGEMENT SERVICES
All management-related service contracts are discussed in Part A or B of this
Registration Statement.
ITEM 30. UNDERTAKINGS
Not applicable.
C4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Fund certifies that it meets all of the requirements
for effectiveness of this registration statement under rule 485(b) of the
Securities Act and has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, duly authorized, in the City of
Hartford and the State of Connecticut on the 23rd day of February, 2000.
PHOENIX SERIES FUND
ATTEST: /s/ Pamela S. Sinofsky BY: /s/ Philip R. McLoughlin
------------------------------- --------------------------------
Pamela S. Sinofsky Philip R. McLoughlin
Assistant Secretary President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated, on this 23rd day of February, 2000.
SIGNATURE TITLE
--------- -----
Trustee
- ------------------------------------------
Robert Chesek*
Trustee
- ------------------------------------------
E. Virgil Conway*
/s/ Nancy G. Curtiss Treasurer (Principal
- ------------------------------------------ Financial and
Nancy G. Curtiss Accounting Officer)
Trustee
- ------------------------------------------
Harry Dalzell-Payne*
Trustee
- ------------------------------------------
Francis E. Jeffries*
Trustee
- ------------------------------------------
Leroy Keith, Jr.*
/s/ Philip R. McLoughlin Trustee and President
- ------------------------------------------ (Principal Executive Officer)
Philip R. McLoughlin
Trustee
- ------------------------------------------
Everett L. Morris*
Trustee
- ------------------------------------------
James M. Oates*
Trustee
- ------------------------------------------
Calvin J. Pedersen*
Trustee
- ------------------------------------------
Herbert Roth, Jr.*
Trustee
- ------------------------------------------
Richard E. Segerson*
Trustee
- ------------------------------------------
Lowell P. Weicker, Jr.*
By /s/ Philip R. McLoughlin
------------------------------------
* Philip R. McLoughlin Attorney-in-fact pursuant to powers of attorney filed
previously.
S-1
Exhibit a.5
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
<PAGE>
PHOENIX SERIES FUND
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
The undersigned, individually as Trustee of Phoenix Series Fund, a
Massachusetts business trust (the "Trust") under an Agreement and Declaration of
Trust dated April 7, 1958, as amended from time to time (the "Declaration"), and
as attorney-in-fact for each of the other Trustees of the Trust pursuant to a
certain Delegation and Power of Attorney dated August 27, 1997, executed by each
of such Trustees, a copy of which is attached hereto, hereby certifies that at a
duly held meeting of the Board of Trustees of the Trust held February 27, 1998,
at which a quorum was present, the Board of Trustees acting in accordance with
certain implied powers vested in the Board of Trustees pursuant to Article II,
Section 2.2 and the authority conferred pursuant to Article IV, Section 4.7 and
Article VII, Section 7.3 of the Declaration, for the purpose of establishing two
additional classes of shares, voted to further amend said Declaration and Trust
effective on February 27, 1998 as follows:
1. Article IV, Section 4.8 is hereby amended and restated to read as
follows:
Section 4.8 Multi-Class Distribution System. Without in any
manner limiting the rights of the Trustees pursuant to Section 4.7, above, the
Trustees hereby divide the Shares of each of the Series designated and hereafter
to be designated by the Trustees pursuant to Section 4.2, above, as amended,
into four classes. The classes of each such respective Series, so established,
shall be designated as "Class A Shares," "Class B Shares," and "Class C Shares"
and "Class M Shares," The following preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption shall pertain to all Shares in each of the
foregoing classes:
(a) The assets belonging to each class shall be invested in the
same investment portfolio of the Trust.
(b) The dividends and distributions of investment income and
capital gains with respect to each class shall be in such amounts as may be
declared from time to time by the Trustees, and the dividends and distributions
of each class of a Series may vary from dividends and distributions of
investment income and capital gains with respect to the other classes of that
Series to reflect differing allocations of the expenses of the Trust between the
holders of the classes of such Series and any resultant differences between the
net asset value per share of each class of such Series, to such extent and for
such purposes as the Trustees may deem appropriate. The allocation of investment
income or capital gains and expenses and liabilities of the Trust among the
classes of each Series shall be determined by the Trustees in a manner that is
consistent with the order dated September 13, 1993 (Investment Company Act of
1940 Release No. IC-19706) issued by the Securities and Exchange Commission in
connection with the application for exemption filed by National Multi-Sector
Fixed Income Fund, Inc., et al, any amendment to such order or any rule or
interpretation under the Investment Company Act of 1940 that modifies or
supercedes such order.
<PAGE>
(c) Class A and Class M Shares (including fractional shares
thereof) may be subject to an initial sales charge pursuant to the terms of the
issuance of such Shares.
(d) The proceeds of the redemption of Class B and Class C Shares
(including a fractional share thereof) shall be reduced by the amount of any
contingent deferred sales charge payable on such redemption pursuant to the
terms of the issuance of such Shares.
(e) The holders of each class of shares shall have (i) exclusive
voting rights with respect to provisions of any distribution plan adopted by the
Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940 (a "Plan")
applicable to the respective class of a particular Series, and (ii) no voting
rights with respect to provisions of any Plan applicable to any other class of
that Series, or with regard to any other matter submitted to a vote of
shareholders which does not affect holders of that respective class of such
Series.
(f) (i) Each Class B Share, other than a share purchased
through the automatic reinvestment of a dividend or a distribution with respect
to Class B Shares, shall be converted automatically, and without any action or
choice on the part of the holder thereof, into Class A Shares of the same Series
on the date that is the first business day following the month in which the
eighth anniversary date of the date of issuance of the Class B Share falls (the
"Conversion Date"). With respect to Class B Shares issued in an exchange or
series of exchanges for shares of beneficial interest or common stock, as the
case may be, of another investment company or class or series thereof registered
under the Investment Company Act of 1940 pursuant to an exchange privilege
granted by the Trust, the date of issuance of the Class B Shares for purposes of
the immediately preceding sentence shall be the date of issuance of the original
shares of beneficial interest or common stock, as the case may be.
(ii) Each Class B Share acquired through the automatic
reinvestment of a dividend or a distribution with respect to Class B Shares
shall be segregated in a separate sub-account. Each time any Class B Shares in a
shareholder's Fund account (other than those in the aforedescribed applicable
sub-account) convert to Class A Shares of the same Series, an equal pro rata
portion of the Class B Shares then in the sub-account will also convert to Class
A Shares of the same Series without any action or choice on the part of the
holder thereof. The portion will be determined by the ratio that the
shareholder's Class B shares converting to Class A Shares bears to the
shareholder's total Class B Shares not acquired through dividends and
distributions.
(iii) the conversion of Class B Shares to Class A Shares is
subject to the continuing availability of an opinion of counsel or a ruling of
the Internal Revenue Service that payment of different dividends on Class A and
Class B Shares does not result in the Trust's dividends or distributions
constituting "preferential dividends" under the Internal Revenue Code of 1986,
as amended, and that the conversion of shares does not constitute a taxable
event under federal income tax law.
(iv) The number of shares of Class A Shares into which a
share of Class B Shares is converted pursuant to paragraphs (f)(i) and (f)(ii)
hereof shall equal the number
<PAGE>
(including for this purpose fractions of a share) obtained by dividing the net
asset value per share of the Class B Shares (for purposes of sales and
redemptions thereof on the Conversion Date) by the net asset value per share of
the Class A Shares of the same Series (for purposes of sales and redemptions
thereof on the Conversion Date).
(v) On the Conversion Date, the Class B Shares converted
into shares of Class A Shares will cease to accrue dividends and will no longer
be deemed outstanding and the rights of the holders thereof (except the right to
receive (i) the number of Class A Shares of the same Series into which the Class
B Shares have been converted and (ii) declared but unpaid dividends to the
Conversion Date) will cease. Certificates representing Class A Shares resulting
from the conversion need not be issued until certificates representing Class B
Shares converted, if such certificates have been issued, have been received by
the Trust or its agent duly endorsed for transfer.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of
February, 1998.
/s/ Philip R. McLoughlin
------------------------
Philip R. McLoughlin, individually and as
attorney-in-fact for Robert Chesek, E. Virgil
Conway, Harry Dalzell-Payne, Francis E.
Jeffries, Leroy Keith, Jr., Everett L. Morris,
James M. Oates, Calvin J. Pedersen, Herbert
Roth, Jr., Richard E. Segerson and Lowell P.
Weicker, Jr.
<PAGE>
DELEGATION AND POWER OF ATTORNEY
PHOENIX EQUITY SERIES FUND
PHOENIX-ABERDEEN SERIES FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX INCOME AND GROWTH FUND
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX WORLDWIDE OPPORTUNITIES FUND
The undersigned, being all of the Trustees of Phoenix Equity Series Fund,
Phoenix-Aberdeen Series Fund, The Phoenix Edge Series Fund, Phoenix Income and
Growth Fund, Phoenix Multi-Portfolio Fund, Phoenix Multi-Sector Short Term Bond
Fund, Phoenix Series Fund, Phoenix Strategic Equity Series Fund, and Phoenix
Worldwide Opportunities Fund (sometimes hereafter collectively, the "Funds"),
other than Philip R. McLoughlin, do hereby declare, delegate and certify as
follows:
1. Pursuant to Section 2.2 of that certain Agreement and Declaration of
Trust dated May 30, 1997, establishing Phoenix Equity Series Fund,
pursuant to Section 2.2 of that certain Agreement and Declaration of
Trust dated May 31, 1996, as amended, establishing Phoenix-Aberdeen
Series Fund, pursuant to Section 2.2 of that certain Agreement and
Declaration of Trust dated February 18, 1986, as amended, establishing
The Big Edge Series Fund, now known as The Phoenix Edge Series Fund,
pursuant to Section 2.2 of that certain Declaration of Trust of
Phoenix-Chase Series Fund, as amended as restated July 28, 1980, as
further amended, now known as Phoenix Series Fund, and Section 2.2 of
that certain Agreement and Declaration of Trust dated October 15,
1987, as amended, establishing the Phoenix Multi-Portfolio Fund, the
undersigned, and each of them, hereby appoints PHILIP R. MCLOUGHLIN,
his agent and attorney-in-fact for a period of one (1) year from the
date hereof, to execute any and all instruments including specifically
but without limitation amendments of either of said trust instruments
and appointments of trustee(s), provided that such action as evidenced
by such instrument shall have been adopted by requisite vote of the
Trustees and where necessary, the Shareholders of such funds, such
vote or votes to be conclusively presumed by the execution of such
instrument by such attorney-in-fact.
2. Pursuant to Section 3.6 of that certain Declaration of Trust dated
June 25, 1986, as amended, establishing National Total Income Fund,
now known as Phoenix Income and Growth Fund, pursuant to Section 3.6
of that certain Declaration of Trust dated June 25, 1986, as amended,
establishing National Stock Fund, now known as Phoenix Strategic
Equity Series Fund, and pursuant
<PAGE>
DELEGATION AND POWER OF ATTORNEY
AUGUST 27, 1997
to Section 2.5 of that certain Declaration of Trust dated February 20,
1992, as amended, establishing National Short-Term Income Series, now
know as Phoenix Multi-Sector Short Term Bond Fund, and pursuant to
Section 2.5 of that certain
Declaration of Trust of National Worldwide Opportunities Fund dated
November 4, 1991, as amended, now know as Phoenix Worldwide
Opportunities Fund, the undersigned, and each of them, hereby
delegates to and appoints PHILIP R. MCLOUGHLIN, his agent and
attorney-in-fact for a period of one (1) year from the date hereof, to
execute any and all instruments, including specifically but without
limitation amendments of each and every said trust instrument and
appointments of trustee(s), provided that such action as evidenced by
such instrument shall have been adopted by requisite vote of the
Trustees and, where necessary, the Shareholders of such funds, such
vote or votes to be conclusively presumed by the execution of such
instrument by such attorney-in-fact.
3. The undersigned Trustees, and each of them, hereby further declare
that a photostatic, xerographic or other similar copy of this original
instrument shall be as effective as the original, and that, as to any
such amendment of any of the aforementioned trust agreements or
declarations, such copy shall be filed with such instrument of
amendment in the records the Office of the Secretary of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of
Attorney this 27th day of August, 1997.
/s/ C. Duane Blinn /s/ Leroy Keith, Jr.
- ------------------------------- --------------------
C. Duane Blinn Leroy Keith, Jr.
/s/ Robert Chesek /s/ Everett L. Morris
- ------------------------------- ---------------------
Robert Chesek Everett L. Morris
/s/ E. Virgil Conway /s/ James M. Oates
- ------------------------------- ------------------
E. Virgil Conway James M. Oates
/s/ Harry Dalzell-Payne /s/ Calvin J. Pedersen
- ------------------------------- ----------------------
Harry Dalzell-Payne Calvin J. Pedersen
/s/ Francis E. Jeffries /s/ Philip R. Reynolds
- ------------------------------- ----------------------
Francis E. Jeffries Philip R. Reynolds
<PAGE>
DELEGATION AND POWER OF ATTORNEY
AUGUST 27, 1997
/s/ Herbert Roth, Jr. /s/ Lowell P. Weicker, Jr.
- ------------------------------- --------------------------
Herbert Roth, Jr. Lowell P. Weicker, Jr.
/s/ Richard E. Segerson
- -------------------------------
Richard E. Segerson
Exhibit a.6
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
<PAGE>
PHOENIX SERIES FUND
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
The undersigned, individually as Trustee of Phoenix Series Fund, a
Massachusetts business trust (the "Trust") under an Agreement and Declaration of
Trust dated April 7, 1958, as amended from time to time (the "Declaration"), and
as attorney-in-fact for each of the other Trustees of the Trust pursuant to a
certain Delegation and Power of Attorney dated August 26, 1998, executed by each
of such Trustees, a copy of which is attached hereto, hereby certifies that at a
duly held meeting of the Board of Trustees of the Trust, at which a quorum was
present, the Board of Trustees acting in accordance with certain implied powers
vested in the Board of Trustees pursuant to Article II, Section 2.2 and the
authority conferred pursuant to Article IV, Section 4.7 and Article VII, Section
7.3 of the Declaration for the purpose of abolishing the class of shares
designated as "Class M Shares" voted to further amend said Declaration and Trust
effective on October 30, 1998 as follows:
1. Article IV, Section 4.8 is hereby amended and restated to read as
follows:
Section 4.8 Multi-Class Distribution System. Without in any
manner limiting the rights of the Trustees pursuant to Section 4.7,
above, the Trustees hereby divide the Shares of each of the Series
designated and hereafter to be designated by the Trustees pursuant to
Section 4.2, above, as amended, into three classes. The classes of each
such respective Series, so established, shall be designated as "Class A
Shares", "Class B Shares", and "Class C Shares". The following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption shall pertain to all Shares in each of the foregoing
classes:
(a) The assets belonging to each class shall be invested
in the same investment portfolio of the Trust.
(b) The dividends and distributions of investment income
and capital gains with respect to each class shall be
in such amounts as may be declared from time to time
by the Trustees, and the dividends and distributions
of each class of a Series may vary from dividends and
distributions of investment income and capital gains
with respect to the other classes of that Series to
reflect differing allocations of the expenses of the
Trust between the holders of the classes of such
Series and any resultant differences between the net
asset value per share of each class of such Series,
to such extent and for such purposes as the Trustees
may deem appropriate. The allocation of investment
income or capital gains and expenses and liabilities
of the Trust among the classes of each Series shall
be determined by the Trustees in a manner that is
consistent with the order dated September 13, 1993
(Investment Company Act of 1940 Release No. IC-19706)
issued by the Securities and Exchange Commission in
connection with the application for exemption filed
by National Multi-Sector Fixed Income Fund, Inc. et
al., any amendment to such order or any rule or
interpretation under the Investment Company Act of
1940 that modifies or supercedes such order.
<PAGE>
(c) Class A Shares (including fractional shares thereof)
may be subject to an initial sales charge pursuant to
the terms of the issuance of such Shares.
(d) The proceeds of the redemption of Class B and Class C
Shares (including a fractional share thereof) shall
be reduced by the amount of any contingent deferred
sales charge payable on such redemption pursuant to
the terms of the issuance of such Shares.
(e) The holders of each class of shares shall have (I)
exclusive voting rights with respect to provisions of
any distribution plan adopted by the Trust pursuant
to Rule 12b-1 under the Investment Company Act of
1940 (a "Plan") applicable to the respective class of
a particular Series, and (ii) no voting rights with
respect to provisions of any Plan applicable to any
other class of that Series, or with regard to any
other matter submitted to a vote of shareholders
which does not affect holders of that respective
class of such Series.
(f) (i) Each Class B Share, other than a share
purchased through the automatic reinvestment of a
dividend or a distribution with respect to Class B
Shares, shall be converted automatically, and without
any action or choice on the part of the holder
thereof, into Class A Shares of the same Series on
the date that is the first business day following the
month in which the eighth anniversary date of the
date of issuance of the Class B Share falls (the
"Conversion Date"). With respect to Class B Shares
issued in an exchange or series of exchanges for
shares of beneficial interest or common stock, as the
case may be, of another investment company or class
or series thereof registered under the Investment
Company Act of 1940 pursuant to an exchange privilege
granted by the Trust, the date of issuance of the
Class B Shares for purposes of the immediately
preceding sentence shall be the date of issuance of
the original shares of beneficial interest or common
stock, as the case may be.
(ii) Each Class B Share acquired through the
automatic reinvestment of a dividend or a
distribution with respect to Class B Shares shall be
segregated in a separate sub-account. Each time any
Class B Shares in a shareholder's Fund account (other
than those described in the aforedescribed applicable
sub-account) convert to Class A Shares of the same
Series, an equal pro rata portion of the Class B
Shares then in the sub-account will also convert to
Class A Shares of the same Series without any action
or choice on the part of the holder thereof. The
portion will be determined by the ratio that the
shareholder's Class B shares converting to Class A
Shares bears to the shareholder's total Class B
Shares not acquired through dividends and
distributions.
(iii) The conversion of Class B Shares to Class A
Shares is subject to the continuing availability of
an opinion of counsel or a ruling of the Internal
Revenue Service that payment of different dividends
on Class A and Class B Shares does not result in the
Trust's dividends or distributions constituting
"preferential dividends" under the Internal Revenue
Code of 1986, as amended, and that the conversion of
shares does not constitute a taxable event under
federal income tax law.
<PAGE>
(iv) The number of shares of Class A Shares into
which a share of Class B Shares is converted pursuant
to paragraphs (f)(I) and (f) (ii) hereof shall equal
the number (including for this purpose fractions of a
share) obtained by dividing the net asset value per
share of the Class B Shares (for purposes of sales
and redemptions thereof on the Conversion Date) by
the net asset value per share of the Class A Shares
of the same Series (for purposes of sales and
redemptions thereof on the Conversion Date).
(v) On the Conversion Date, the Class B Shares
converted into shares of Class A Shares will cease to
accrue dividends and will no longer be deemed
outstanding and the rights of the holders thereof
(except the right to receive (I) the number of Class
A Shares of the same Series into which the Class B
Shares have been converted and (ii) declared but
unpaid dividends to the Conversion Date) will cease.
Certificates representing Class A Shares resulting
from the conversion need not be issued until
certificates representing Class B Shares converted,
if such certificates have been issued, have been
received by the Trust or its agent duly endorsed for
transfer.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of December, 1998.
/s/ Philip R. McLoughlin
------------------------------------------------------
Philip R. McLoughlin, individually and as attorney-in-
fact for Robert Chesek, E. Virgil Conway, Harry
Dalzell-Payne, Francis E. Jefferies, Leroy Keith, Jr.,
Everett L. Morris, James M. Oates, Calvin J. Pedersen,
Herbert Roth, Jr., Richard E. Segerson, and Lowell P.
Weicker, Jr.
<PAGE>
DELEGATION AND POWER OF ATTORNEY
PHOENIX-ABERDEEN SERIES FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX INCOME AND GROWTH FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX WORLDWIDE OPPORTUNITIES FUND
The undersigned, being all of the Trustees of Phoenix-Aberdeen Series, The
Phoenix Edge Series Fund, Phoenix Equity Series Fund, Phoenix Income and Growth
Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix
Multi-Sector Short Term Bond Fund, Phoenix Series Fund, Phoenix Strategic Equity
Series Fund, and Phoenix Worldwide Opportunities Fund (sometimes hereafter
collectively the "Funds"), other than Philip R. McLoughlin, do hereby declare,
delegate and certify as follows:
1. Pursuant to Section 2.2 of that certain Declaration of Trust dated
August 25, 1997 establishing Phoenix Investment Trust 97, pursuant to
Section 2.2 of that certain Agreement and Declaration of Trust dated
May 30, 1997, establishing Phoenix Equity Series Fund. Pursuant to
Section 2.2 of that certain Agreement and Declaration of Trust dated
May 31, 1996, as amended, establishing Phoenix-Aberdeen Series Fund,
pursuant to Section 2.2 of that certain Agreement and Declaration of
Trust dated February 18, 1986, as amended, establishing The Big Edge
Series Fund, now know as the Phoenix Edge Series Fund, pursuant to
Section 2.2 of that certain Declaration of Trust of Phoenix-Chase
Series Fund, as amended and restated July 28, 1980, as further
amended, now know as Phoenix Series Fund, and Section 2.2 of that
certain Agreement and Declaration of Trust dated October 15, 1987, as
amended, establishing the Phoenix Multi-Portfolio Fund, the
undersigned, and each of them, hereby appoints PHILIP R. MCLOUGHLIN,
his agent and attorney-in-fact for a period of one (1) year from the
date hereof, to execute any and all instruments including specifically
but without limitation amendments of either of said trust instruments
and appointments of trustee(s), provided that such action as evidenced
by such instrument shall have been adopted by requisite vote of the
Trustees and, where necessary, the Shareholders of such funds, such
vote or votes to be conclusively presumed by the execution of such
instrument by such attorney-in-fact.
2. Pursuant to Section 3.6 of that certain Declaration of Trust dated
June 25, 1986, as amended, establishing National Total Income Fund,
now know as Phoenix Income and Growth Fund, pursuant to Section 3.6 of
that certain
<PAGE>
DELEGATION AND POWER OF ATTORNEY
August 26, 1998
Declaration of Trust date June 25, 1986, as amended, establishing
National Stock Fund, now known as Phoenix Strategic Equity Series
Fund, and pursuant to Section 2.5 of that certain Declaration of Trust
dated February 20, 1992, as amended, establishing National Short-Term
Income Series, now know as Phoenix Multi-Sector Short Term Bond Fund,
and pursuant to Section 2.5 of that certain Declaration of Trust of
National Worldwide Opportunities Fund dated November 4, 1991, as
amended, now know as Phoenix Worldwide Opportunities Fund, the
undersigned, and each of them, hereby delegates to and appoints PHILIP
R. MCLOUGHLIN, his agent and attorney-in-fact for a period of one (1)
year from the date hereof, to execute any and all instruments,
including specifically but without limitation amendments of each and
every said trust instrument and appointments of trustee(s), provided
that such action as evidenced by such instrument shall have been
adopted by requisite vote of the Trustees and, where necessary, the
Shareholders of such funds, such vote or votes to be conclusively
presumed by the execution of such instrument by such attorney-in-fact.
3. The undersigned Trustees, and each of them, hereby further declare
that a photostatic, xerographic or other similar copy of this original
instrument shall be as effective as the original, and that, as to any
such amendment of any of the aforementioned trust agreements or
declarations, such copy shall be filed with such instrument of
amendment in the records of the Office of the Secretary of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of
Attorney this 26th day of August 1998.
/s/ Robert Chesek /s/ James M. Oates
- ------------------------------- ------------------
Robert Chesek James M. Oates
/s/ E. Virgil Conway /s/ Calvin J. Pedersen
- ------------------------------- ----------------------
E. Virgil Conway Calvin J. Pedersen
/s/ Harry Dalzell-Payne /s/ Herbert Roth, Jr.
- ------------------------------- ---------------------
Harry Dalzell-Payne Herbert Roth, Jr.
/s/ Francis E. Jeffries /s/ Richard E. Segerson
- ------------------------------- -----------------------
Francis E. Jeffries Richard E. Segerson
/s/ Leroy Keith, Jr. /s/ Lowell P. Weicker, Jr.
- ------------------------------- --------------------------
Leroy Keith, Jr. Lowell P. Weicker, Jr.
/s/ Everett L. Morris
- -------------------------------
Everett L. Morris
Exhibit a.7
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
<PAGE>
PHOENIX SERIES FUND
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
The undersigned, individually as Trustee of Phoenix Series Fund, a
Massachusetts business trust (the "Trust") under an Agreement and Declaration of
Trust dated April 7, 1958, as amended from time to time (the "Declaration"), and
as attorney-in-fact for each of the other Trustees of the Trust pursuant to a
certain Delegation and Power of Attorney dated August 26, 1998, executed by each
of such Trustees, a copy of which is attached hereto, hereby certifies that at a
duly held meeting of the Board of Trustees of the Trust, at which a quorum was
present, the Board of Trustees acting in accordance with certain implied powers
vested in the Board of Trustees pursuant to Article II, Section 2.2 and the
authority conferred pursuant to Article VII, Section 7.3 of the Declaration for
the purpose of amending the names of the "Phoenix Aggressive Growth Fund
Series"; "Phoenix Balanced Fund Series", Phoenix Growth Fund Series"; "Phoenix
High Yield Fund Series"; Phoenix U.S. Government Securities Fund Series" and
"Phoenix Money Market Series" voted to further amend said Declaration and Trust
effective on February 26, 1999 as follows:
The first paragraph of Section 4.2 of Article IV of the Declaration is
hereby amended and restated to read as follows:
"Without in any manner limiting the authority of the Trustees set forth
in Section 4.1 above, to establish and designate any further Series,
the Trustees hereby divide the Shares of the Trust into six Series and
do further establish and designate those Series as: "Phoenix-Engemann
Aggressive Growth Fund"; "Phoenix-Goodwin Balanced Fund";
"Phoenix-Goodwin Growth Fund"; "Phoenix-Goodwin High Yield Fund";
"Phoenix-Goodwin U.S. Government Securities Fund"; and "Phoenix-Goodwin
Money Market Fund".
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January, 1999.
/s/ Philip R. McLoughlin
------------------------------------------------------
Philip R. McLoughlin, individually and as attorney-in-
fact for Robert Chesek, E. Virgil Conway, Harry
Dalzell-Payne, Francis E. Jefferies, Leroy Keith, Jr.,
Everett L. Morris, James M. Oates, Calvin J. Pedersen,
Herbert Roth, Jr., Richard E. Segerson, and Lowell P.
Weicker, Jr.
<PAGE>
DELEGATION AND POWER OF ATTORNEY
PHOENIX-ABERDEEN SERIES FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX INCOME AND GROWTH FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX WORLDWIDE OPPORTUNITIES FUND
The undersigned, being all of the Trustees of Phoenix-Aberdeen Series, The
Phoenix Edge Series Fund, Phoenix Equity Series Fund, Phoenix Income and Growth
Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix
Multi-Sector Short Term Bond Fund, Phoenix Series Fund, Phoenix Strategic Equity
Series Fund, and Phoenix Worldwide Opportunities Fund (sometimes hereafter
collectively the "Funds"), other than Philip R. McLoughlin, do hereby declare,
delegate and certify as follows:
1. Pursuant to Section 2.2 of that certain Declaration of Trust dated
August 25, 1997 establishing Phoenix Investment Trust 97, pursuant to
Section 2.2 of that certain Agreement and Declaration of Trust dated
May 30, 1997, establishing Phoenix Equity Series Fund. Pursuant to
Section 2.2 of that certain Agreement and Declaration of Trust dated
May 31, 1996, as amended, establishing Phoenix-Aberdeen Series Fund,
pursuant to Section 2.2 of that certain Agreement and Declaration of
Trust dated February 18, 1986, as amended, establishing The Big Edge
Series Fund, now know as the Phoenix Edge Series Fund, pursuant to
Section 2.2 of that certain Declaration of Trust of Phoenix-Chase
Series Fund, as amended and restated July 28, 1980, as further
amended, now know as Phoenix Series Fund, and Section 2.2 of that
certain Agreement and Declaration of Trust dated October 15, 1987, as
amended, establishing the Phoenix Multi-Portfolio Fund, the
undersigned, and each of them, hereby appoints PHILIP R. MCLOUGHLIN,
his agent and attorney-in-fact for a period of one (1) year from the
date hereof, to execute any and all instruments including specifically
but without limitation amendments of either of said trust instruments
and appointments of trustee(s), provided that such action as evidenced
by such instrument shall have been adopted by requisite vote of the
Trustees and, where necessary, the Shareholders of such funds, such
vote or votes to be conclusively presumed by the execution of such
instrument by such attorney-in-fact.
2. Pursuant to Section 3.6 of that certain Declaration of Trust dated
June 25, 1986, as amended, establishing National Total Income Fund,
now know as Phoenix Income and Growth Fund, pursuant to Section 3.6 of
that certain
<PAGE>
DELEGATION AND POWER OF ATTORNEY
August 26, 1998
Declaration of Trust date June 25, 1986, as amended, establishing
National Stock Fund, now known as Phoenix Strategic Equity Series
Fund, and pursuant to Section 2.5 of that certain Declaration of Trust
dated February 20, 1992, as amended, establishing National Short-Term
Income Series, now know as Phoenix Multi-Sector Short Term Bond Fund,
and pursuant to Section 2.5 of that certain Declaration of Trust of
National Worldwide Opportunities Fund dated November 4, 1991, as
amended, now know as Phoenix Worldwide Opportunities Fund, the
undersigned, and each of them, hereby delegates to and appoints PHILIP
R. MCLOUGHLIN, his agent and attorney-in-fact for a period of one (1)
year from the date hereof, to execute any and all instruments,
including specifically but without limitation amendments of each and
every said trust instrument and appointments of trustee(s), provided
that such action as evidenced by such instrument shall have been
adopted by requisite vote of the Trustees and, where necessary, the
Shareholders of such funds, such vote or votes to be conclusively
presumed by the execution of such instrument by such attorney-in-fact.
3. The undersigned Trustees, and each of them, hereby further declare
that a photostatic, xerographic or other similar copy of this original
instrument shall be as effective as the original, and that, as to any
such amendment of any of the aforementioned trust agreements or
declarations, such copy shall be filed with such instrument of
amendment in the records of the Office of the Secretary of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of
Attorney this 26th day of August 1998.
/s/ Robert Chesek /s/ James M. Oates
- ------------------------------- ------------------
Robert Chesek James M. Oates
/s/ E. Virgil Conway /s/ Calvin J. Pedersen
- ------------------------------- ----------------------
E. Virgil Conway Calvin J. Pedersen
/s/ Harry Dalzell-Payne /s/ Herbert Roth, Jr.
- ------------------------------- ---------------------
Harry Dalzell-Payne Herbert Roth, Jr.
/s/ Francis E. Jeffries /s/ Richard E. Segerson
- ------------------------------- -----------------------
Francis E. Jeffries Richard E. Segerson
/s/ Leroy Keith, Jr. /s/ Lowell P. Weicker, Jr.
- ------------------------------- --------------------------
Leroy Keith, Jr. Lowell P. Weicker, Jr.
/s/ Everett L. Morris
- -------------------------------
Everett L. Morris
Exhibit a.8
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
<PAGE>
PHOENIX SERIES FUND
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
The undersigned, individually as Trustee of Phoenix Series Fund, a
Massachusetts business trust (the "Trust") under an Agreement and Declaration of
Trust dated April 7, 1958, as amended from time to time (the "Declaration"), and
as attorney-in-fact for each of the other Trustees of the Trust pursuant to a
certain Delegation and Power of Attorney dated August 26, 1998, executed by each
of such Trustees, a copy of which is attached hereto, hereby certifies that at a
duly held meeting of the Board of Trustees of the Trust, at which a quorum was
present, the Board of Trustees acting in accordance with certain implied powers
vested in the Board of Trustees pursuant to Article II, Section 2.2 and the
authority conferred pursuant to Article VII, Section 7.3 of the Declaration for
the purpose of amending the names of the " Phoenix-Goodwin U.S. Government
Securities Fund, the "Phoenix-Goodwin Growth Fund" and the "Phoenix Goodwin
Balanced Fund" voted to further amend said Declaration and Trust effective on
October 8, 1999.
The first paragraph of Section 4.2 of Article IV of the Declaration is
hereby amended and restated to read as follows:
"Without in any manner limiting the authority of the Trustees set forth
in Section 4.1 above, to establish and designate any further Series,
the Trustees hereby divide the Shares of the Trust into six Series and
do further establish and designate those Series as: "Phoenix-Engemann
Aggressive Growth Fund"; "Phoenix-Oakhurst Balanced Fund";
"Phoenix-Engemann Capital Growth Fund"; "Phoenix-Goodwin High Yield
Fund"; "Phoenix Duff & Phelps Core Bond Fund" and "Phoenix-Goodwin
Money Market Fund".
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of November 1999.
/s/ Philip R. McLoughlin
------------------------------------------------------
Philip R. McLoughlin, individually and as attorney-in-
fact for Robert Chesek, E. Virgil Conway, Harry
Dalzell-Payne, Francis E. Jefferies, Leroy Keith, Jr.,
Everett L. Morris, James M. Oates, Calvin J. Pedersen,
Richard E. Segerson, and Lowell P. Weicker, Jr.
<PAGE>
DELEGATION AND POWER OF ATTORNEY
PHOENIX-ABERDEEN SERIES FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX INCOME AND GROWTH FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX WORLDWIDE OPPORTUNITIES FUND
The undersigned, being all of the Trustees of Phoenix-Aberdeen Series, The
Phoenix Edge Series Fund, Phoenix Equity Series Fund, Phoenix Income and Growth
Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix
Multi-Sector Short Term Bond Fund, Phoenix Series Fund, Phoenix Strategic Equity
Series Fund, and Phoenix Worldwide Opportunities Fund (sometimes hereafter
collectively the "Funds"), other than Philip R. McLoughlin, do hereby declare,
delegate and certify as follows:
1. Pursuant to Section 2.2 of that certain Declaration of Trust dated
August 25, 1997, establishing Phoenix Investment Trust 97, pursuant to
Section 2.2 of that certain Agreement and Declaration of Trust dated
May 30, 1997, establishing Phoenix Equity Series Fund. Pursuant to
Section 2.2 of that certain Agreement and Declaration of Trust dated
May 31, 1996, as amended, establishing Phoenix-Aberdeen Series Fund,
pursuant to Section 2.2 of that certain Agreement and Declaration of
Trust dated February 18, 1986, as amended, establishing The Big Edge
Series Fund, now know as the Phoenix Edge Series Fund, pursuant to
Section 2.2 of that certain Declaration of Trust of Phoenix-Chase
Series Fund, as amended and restated July 28, 1980, as further
amended, now know as Phoenix Series Fund, and Section 2.2 of that
certain Agreement and Declaration of Trust dated October 15, 1987, as
amended, establishing the Phoenix Multi-Portfolio Fund, the
undersigned, and each of them, hereby appoints PHILIP R. MCLOUGHLIN,
his agent and attorney-in-fact for a period of one (1) year from the
date hereof, to execute any and all instruments including specifically
but without limitation amendments of either of said trust instruments
and appointments of trustee(s), provided that such action as evidenced
by such instrument shall have been adopted by requisite vote of the
Trustees and, where necessary, the Shareholders of such funds, such
vote or votes to be conclusively presumed by the execution of such
instrument by such attorney-in-fact.
2. Pursuant to Section 3.6 of that certain Declaration of Trust dated
June 25, 1986, as amended, establishing National Total Income Fund,
now know as Phoenix Income and Growth Fund, pursuant to Section 3.6 of
that certain
<PAGE>
DELEGATION AND POWER OF ATTORNEY
August 25, 1999
Declaration of Trust dated June 25, 1986, as amended, establishing
National Stock Fund, now known as Phoenix Strategic Equity Series
Fund, and pursuant to Section 2.5 of that certain Declaration of Trust
dated February 20, 1992, as amended, establishing National Short-Term
Income Series, now know as Phoenix Multi-Sector Short Term Bond Fund,
and pursuant to Section 2.5 of that certain Declaration of Trust of
National Worldwide Opportunities Fund dated November 4, 1991, as
amended, now know as Phoenix Worldwide Opportunities Fund, the
undersigned, and each of them, hereby delegates to and appoints PHILIP
R. MCLOUGHLIN, his agent and attorney-in-fact for a period of one (1)
year from the date hereof, to execute any and all instruments,
including specifically but without limitation amendments of each and
every said trust instrument and appointments of trustee(s), provided
that such action as evidenced by such instrument shall have been
adopted by requisite vote of the Trustees and, where necessary, the
Shareholders of such funds, such vote or votes to be conclusively
presumed by the execution of such instrument by such attorney-in-fact.
3. The undersigned Trustees, and each of them, hereby further declare
that a photostatic, xerographic or other similar copy of this original
instrument shall be as effective as the original, and that, as to any
such amendment of any of the aforementioned trust agreements or
declarations, such copy shall be filed with such instrument of
amendment in the records of the Office of the Secretary of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of
Attorney this 25th day of August 1999.
/s/ Robert Chesek /s/ James M. Oates
- ------------------------------- ------------------
Robert Chesek James M. Oates
/s/ E. Virgil Conway /s/ Calvin J. Pedersen
- ------------------------------- ----------------------
E. Virgil Conway Calvin J. Pedersen
/s/ Harry Dalzell-Payne /s/ Herbert Roth, Jr.
- ------------------------------- ---------------------
Harry Dalzell-Payne Herbert Roth, Jr.
/s/ Francis E. Jeffries /s/ Richard E. Segerson
- ------------------------------- -----------------------
Francis E. Jeffries Richard E. Segerson
/s/ Leroy Keith, Jr. /s/ Lowell P. Weicker, Jr.
- ------------------------------- --------------------------
Leroy Keith, Jr. Lowell P. Weicker, Jr.
/s/ Everett L. Morris
- -------------------------------
Everett L. Morris
Exhibit d.3
Subadvisory Agreement
<PAGE>
PHOENIX SERIES FUND
SUBADVISORY AGREEMENT
---------------------
August 6, 1999
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-Goodwin Growth Fund (hereafter referred to as the "Fund").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
advisers for the Trust and is responsible for the day-to-day management of the
Fund.
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 Fund 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
Fund 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 Fund, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust as they apply to the Fund 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 Fund 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:
<PAGE>
(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 Fund's
assets (including those required for research,
statistical and investment work), and to fulfill the
other functions of the Subadviser hereunder;
(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 Fund 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 Fund. 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 Fund 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 Fund 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 Fund 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.
<PAGE>
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 Fund. 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 Fund 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.
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 Fund 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 Fund 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").
<PAGE>
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 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 December 31, 1999, 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
<PAGE>
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: /s/ Michael E. Haylon
----------------------------
Michael E. Haylon
President
ACCEPTED:
ROGER ENGEMANN & ASSOCIATES, INC.
By:/s/ Roger Engemann
--------------------------
Name: J. Roger Engemann
Title: President
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements
<PAGE>
SCHEDULE A
----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Fund
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Fund 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 Fund 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 Fund assets in accordance with the
then-prevailing prospectus and statement of additional
information pertaining to the Fund 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 Fund 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 Fund investment program, including,
without limitation, analysis of Fund 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
Fund, 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 0.10% of the average daily net
assets of the Phoenix-Goodwin Growth Fund up to $3 billion and 0.30% of such
value in excess of $3 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
Fund 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.*
- --------
* Such information might include: 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>
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.
Exhibit 99.j
Consent of Independent Accountants
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 90 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated December 16, 1999, relating to the financial
statements and financial highlights which appears in the October 31, 1999 Annual
Report to Shareholders of Phoenix-Duff & Phelps Core Bond Fund, Phoenix-Engemann
Aggressive Growth Fund, Phoenix-Engemann Capital Growth Fund, Phoenix-Goodwin
High Yield Fund, Phoenix-Goodwin Money Market Fund, and Phoenix-Oakhurst
Balanced Fund (constituting the Phoenix Series Fund, hereinafter referred to as
the "Fund"), which is also incorporated by reference into the Registration
Statement. We also consent to the references to us under the headings "Financial
Highlights" in the Prospectus and under the headings "Other Information -
Independent Accountants" and "Other Information - Financial Statements" in the
Statement of Additional Information.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 21, 2000
Exhibit m.2
Amended and Restated Distribution Plan
<PAGE>
PHOENIX SERIES FUND
(the "Fund")
CLASS B SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
1. Introduction
------------
The Fund and Phoenix Equity Planning Corporation (the "Distributor"), a
broker-dealer registered under the Securities Exchange Act of 1934, have entered
into a Distribution Agreement pursuant to which the Distributor will act as
principal underwriter of each class of shares of the Fund for sale to the
permissible purchasers. The Trustees of the Fund have determined to adopt this
Distribution Plan (the "Plan"), in accordance with the requirements of Section
12b-1 of the Investment Company Act of 1940, as amended (the "Act") with respect
to Class B shares of the Fund and have determined that there is a reasonable
likelihood that the Plan will benefit the Fund and its Class B shareholders.
2. Rule 12b-1 Fees
---------------
The Fund shall reimburse the Distributor, at the end of each month, up
to a maximum on an annual basis of .75% (.50% as to the Money Market Series) of
the average daily value of the net assets of the Fund's Class B shares, subject
to any applicable restrictions imposed by rules of the National Association of
Securities Dealers, Inc., for distribution expenditures incurred by Distributor
subsequent to the effectiveness of this Plan, in connection with the sale and
promotion of the Class B shares of the Fund and the furnishing of services to
Class B shareholders of the Fund (the "Distribution Fee"). Such expenditures
shall consist of: (i) commissions to sales personnel for selling Class B shares
of the Fund (including underwriting commissions and finance charges related to
the payment of commissions); (ii) compensation, sales incentives and payments to
sales, marketing and service personnel; (iii) payments to broker-dealers and
other financial institutions which have entered into selling agreements with the
Distributor for services rendered in connection with the sale and distribution
of Class B shares of the Fund; (iv) payment of expenses incurred in sales and
promotional activities, including advertising expenditures related to the Class
B shares of the Fund; (v) the costs of preparing and distributing promotional
materials; (vi) the cost of printing the Fund's Prospectus and Statement of
Additional Information for distribution to potential investors; and (vii) such
other similar services that the Trustees of the Fund determine are reasonably
calculated to result in the sale of Class B shares of the Fund. The Fund shall
also pay the Distributor, at the end of each month, an amount on an annual basis
equal to 0.25% of the average daily value of the net assets of the Fund's Class
B shares, as compensation for providing personal service to shareholders,
including assistance in connection with inquiries relating to shareholder
accounts, and for maintaining shareholder accounts (the "Service Fee").
<PAGE>
Any reduction to amounts payable under this Plan shall first be to the
extent of the Service Fee, and then from the balance of the 12b-1 Fee.
Amounts paid or payable by the Fund under this Plan or any agreement
with any person or entity relating to the implementation of this Plan ("related
agreement") shall only be used to pay for, or reimburse payment for, the
distribution expenditures described in the preceding paragraph and shall, given
all surrounding circumstances, represent charges within the range of what would
have been negotiated at arm's length as payment for the specific sales or
promotional services and activities to be financed hereunder and any related
agreement, as determined by the Trustees of the Fund, in the exercise of
reasonable business judgment, in light of fiduciary duties under state law and
Sections 36(a) and (b) of the Act and based upon appropriate business estimates
and projections.
Any Distribution Agreement in respect of Class B shares may provide
that (I) the Distributor in respect of such Distribution Agreement will be
deemed to have fully earned its Allocable Portion (as hereinafter defined) of
the Distribution Fee 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 the Distributor's Allocable Portion of such
Distribution Fee; (II) except as provided in (III) below, the Fund's obligation
to pay such Distributor its Allocable Portion of the Distribution Fee payable in
respect of the Class B shares of the Fund 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
Fund's right to pursue the Distributor and enforce such claims against the
assets of the Distributor other than its right to the Distribution Fees in
respect of the Class B shares of the Fund); (III) the Fund's obligation to pay
the Distributor its Allocable Portion of the Distribution Fee in respect to
Class B shares of the Fund 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 November 17, 1999 (a "Change-in-Applicable-Law"), or in
connection with a Complete Termination (as hereinafter defined) of this Plan in
respect of the Class B 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 Distributor (or its assigns); (V) except to the
extent required by a Change-in-Applicable-Law, neither the termination of such
Distributor's role as 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 Distributor's right to its Allocable Portion of the Contingent
Deferred Sales Charges ("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 Distributor has
been paid its Allocable Portion of the Distribution Fee 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 Distributor (or its assigns);
and (VII) such Distributor may sell and assign its right to its Allocable
Portion of the Distribution Fees and CDSCs (but not such 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
<PAGE>
pay to the purchaser or assignee such portion of the 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 Distributor, the portion of such Distribution Fees and CDSCs
allocated to such 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 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 4 hereof for assigning to each
Distributor of Class B shares of such series the portion of the total
Distribution Fees payable by the Trust in respect of the Class B shares of such
series which has been earned by such Distributor, which shall be attached to and
become a part of any Distribution Agreement in respect of Class B shares
provided that where there is only one Distributor at any given time, the
Allocation Schedule shall mean all of the total Distribution Fees payable by the
Trust in respect of the Class B shares of such series which has been earned by
such Distributor. For purposes of clause (I) of the first sentence of this
Section 2, 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.
3. Reports
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At least quarterly in each year this Plan remains in effect, the Fund's
Principal Accounting Officer or Treasurer, or such other person authorized to
direct the disposition of monies paid or payable by the Fund, shall prepare and
furnish to the Trustees of the Fund for their review, and the Trustees shall
review, a written report complying with the requirements of Rule 12b-l under the
Act regarding the amounts expended under this Plan and the purposes for which
such expenditures were made.
<PAGE>
4. Required Approval
-----------------
This Plan shall not take effect until it, together with any related
agreement, has been approved by a vote of at least a majority of the Fund's
Trustees as well as a vote of at least a majority of the Trustees of the Fund
who are not interested persons (as defined in the Act) of the Fund and who have
no direct or indirect financial interest in the operation of this Plan or in any
related agreement (the "Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on this Plan or any related agreement and this
Plan shall not take effect with respect to the Fund until it has been approved
by a vote of at least a majority of the outstanding voting Class B shares (as
such phrase is defined in the Act).
5. Term
----
This Plan shall remain in effect for one year from the date of its
adoption and may be continued thereafter if specifically approved at least
annually by a vote of at least a majority of the Trustees of the Fund as well as
a majority of the Disinterested Trustees. This Plan may be amended at any time,
provided that (a) the Plan may not be amended to increase materially the amount
of the distribution expenses provided in Paragraph 2 hereof (including the
Service Fee) without the approval of at least a majority of the outstanding
voting securities (as defined in the Act) of the Class B shares of the Fund and
(b) all material amendments to this Plan must be approved by a majority vote of
the Trustees of the Fund and of the Disinterested Trustees cast in person at a
meeting called for the purpose of such vote.
<PAGE>
6. Selection of Disinterested Trustees
------------------------------------
While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the Disinterested Trustees then in office.
7. Related Agreements
------------------
Any related agreement shall be in writing and shall provide that (a)
such agreement shall be subject to termination, without penalty, by vote of a
majority of the outstanding voting securities (as defined in the Act) of the
Class B shares of the Fund on not more than 60 days' written notice to the other
party to the agreement and (b) such agreement shall terminate automatically in
the event of its assignment.
8. Termination
-----------
This Plan may be terminated at any time by a vote of a majority of the
Disinterested Trustees or by a vote of a majority of the outstanding voting
securities (as defined in the Act) of the Class B shares of the Fund. In the
event this Plan is terminated or otherwise discontinued, no further payments
hereunder will be made hereunder.
9. Records
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The Fund shall preserve copies of this Plan and any related agreements
and all reports made pursuant to Paragraph 3 hereof, and any other information,
estimates, projections and other materials that serve as a basis therefor,
considered by the Trustees of the Fund, for a period of not less than six years
from the date of this Plan, the agreement or report, as the case may be, the
first two years in an easily accessible place.
10. Non-Recourse
------------
The Fund's Declaration of Trust dated April 7, 1958, a copy of which,
together with the amendments thereto ("Declaration"), is on file in the office
of the Secretary of the Commonwealth of Massachusetts, refers to the Trustees
under the Declaration of Trust collectively as Trustees, but not as individuals
or personally, and no Trustee, shareholder, officer, employee or agent of the
Fund may be held to any personal liability, nor may any resort be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of the Fund but the Fund property only shall be
liable.
[Adopted at a duly held meeting of the Board of Trustees on November 17,1999]
