As filed with the Securities and Exchange Commission on September 11, 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. 91 |X|
AND/OR
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 39 |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)
[ ] ON FEBRUARY 28, 2000 PURSUANT TO PARAGRAPH (B), OR
[ ] 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(I)
[ ] ON PURSUANT TO PARAGRAPH (A)(I)
[X] 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
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 Techniques and Risks; 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
</TABLE>
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.
<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............................................ 11
Management of the Fund................................... 12
Phoenix-Engemann Capital Growth Fund
Investment Risk and Return Summary....................... 14
Fund Expenses............................................ 17
Management of the Fund................................... 18
Phoenix-Goodwin High Yield Fund
Investment Risk and Return Summary....................... 20
Fund Expenses............................................ 24
Management of the Fund................................... 25
Phoenix-Goodwin Money Market Fund
Investment Risk and Return Summary....................... 27
Fund Expenses............................................ 30
Management of the Fund................................... 31
Phoenix-Oakhurst Balanced Fund
Investment Risk and Return Summary....................... 32
Fund Expenses............................................ 36
Management of the Fund................................... 37
Additional Investment Techniques............................ 38
Pricing of Fund Shares...................................... 41
Sales Charges............................................... 42
Your Account................................................ 45
How to Buy Shares........................................... 46
How to Sell Shares.......................................... 47
Things You Should Know When Selling Shares.................. 47
Account Policies............................................ 49
Investor Services........................................... 50
Tax Status of Distributions................................. 51
Financial Highlights........................................ 52
Additional Information...................................... 60
[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 between 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>
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. Credit risk is determined at the date of investment. If after the date of
purchase the rating declines, the fund is not obligated to sell the security.
INTEREST RATE RISK
Interest rate trends can have an affect on the value of your shares. 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.
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 derived from a particular
source (so-called "revenue bonds"). 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. General
conditions in the financial markets and the size of a particular offering may
also negatively affect municipal securities' returns.
U.S. GOVERNMENT OBLIGATIONS
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities only guarantee principal and interest will be
timely paid to holders of the securities. The entities do not guarantee that the
value of fund shares will increase. In addition, not all U.S. Government
Securities are backed by the full faith and credit of the United States.
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.
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 8.20
1991 14.04
1992 8.02
1993 7.95
1994 -3.34
1995 17.24
1996 1.93
1997 9.19
1998 6.56
1999 -2.96
(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). Year-to-date performance through September 30, 2000 was ____%.
<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 (0.83)% 7.73% 7.70% 6.12%(4)
Index(3)
-----------------------------------------------------------------------------------------------------------------
</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:
--------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
--------------------------------------------------------------------------------
Management Fee 0.45% 0.40% 0.35%
--------------------------------------------------------------------------------
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 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.
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 -5.57
1991 29.56
1992 7.66
1993 11.58
1994 -3.92
1995 5l.71
1996 11.09
1997 19.37
1998 30.44
1999 83.65
(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). Year-to-date performance through September 30, 2000
was ____%.
Phoenix-Engemann Aggressive Growth Fund 9
<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(3) 73.09% 35.35% 20.42% N/A
-----------------------------------------------------------------------------------------------------------------
Class B Shares 78.23% 35.96% N/A 32.22%
-----------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index(4) 43.09% 18.99% 13.51% 18.74%
-----------------------------------------------------------------------------------------------------------------
S&P 500 Composite Stock ____% ____% ____% ____%
Price Index(5)
-----------------------------------------------------------------------------------------------------------------
</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) Class A Share performance has been restated to reflect the current maximum
sales charge.
(4) 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.
(5) 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.
Class C Shares will be offered as of the date of the prospectus. Therefore,
performance information is not included for Class C Shares because the class has
not had annual returns for at least one calendar year.
10 Phoenix-Engemann Aggressive Growth Fund
<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(D)
------ ------ ---------
<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) 5.75% 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(D)
------ ------ ---------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.70% 0.70% 0.70%
Distribution and Service (12b-1) Fees (c) 0.25% 1.00% 1.00%
Other Expenses 0.24% 0.24% 0.24%
---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.19% 1.94% 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) 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").
(d) Class C Shares will be offered as of the date of this prospectus.
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:
Phoenix-Engemann Aggressive Growth Fund 11
<PAGE>
--------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class A $689 $931 $1,192 $1,935
--------------------------------------------------------------------------------
Class B $597 $809 $1,047 $2,070
--------------------------------------------------------------------------------
Class C $ $ $ $
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Class C $ $ $ $
--------------------------------------------------------------------------------
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 acts as
the investment adviser for 14 fund companies totaling 37 mutual funds, as
subadviser to two fund companies totaling 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 five 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:
12 Phoenix-Engemann Aggressive Growth Fund
<PAGE>
--------------------------------------------------------------------------------
1st $50 million Next $450 million Over $500 million
--------------------------------------------------------------------------------
Management Fee 0.90% 0.80% 0.70%
--------------------------------------------------------------------------------
Phoenix pays Engemann a subadvisory fee at the following rates:
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
$50 million to $262 million to Over
1st $50 million $262 million $500 million $500 million
---------------------------------------------------------------------------------------------------------
<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.
Phoenix-Engemann Aggressive Growth Fund 13
<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.
14 Phoenix-Engemann Capital Growth Fund
<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.
Phoenix-Engemann Capital Growth Fund 15
<PAGE>
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.
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 6.05
1991 28.01
1992 4.29
1993 4.35
1994 -1.60
1995 33.98
1996 14.68
1997 23.30
1998 29.65
1999 29.01
(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). Year-to-date performance through September 30, 2000
was ____%.
<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(3) 21.59% 24.46% 17.59% N/A
------------------------------------------------------------------------------------------------------------------
Class B Shares 24.04% 25.01% N/A 22.73%
------------------------------------------------------------------------------------------------------------------
S&P 500 Composite Stock Price Index(4) 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) Class A Share performance has been restated to reflect the current maximum
sales charge.
(4) 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.
16 Phoenix-Engemann Capital Growth Fund
<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
------ ------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
<S> <C> <C>
percentage of offering price) 5.75% 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").
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:
Phoenix-Engemann Capital Growth Fund 17
<PAGE>
--------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class A $678 $896 $1,131 $1,806
--------------------------------------------------------------------------------
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 acts as
the investment adviser for 14 fund companies totaling 37 mutual funds, as
subadviser to two fund companies totaling 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 five 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 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:
--------------------------------------------------------------------------------
$1+ billion
1st billion through $2 billion $2+ billion
--------------------------------------------------------------------------------
Management Fee 0.70% 0.65% 0.60%
--------------------------------------------------------------------------------
18 Phoenix-Engemann Capital Growth Fund
<PAGE>
Phoenix pays Engemann a subadvisory fee at the following rates:
--------------------------------------------------------------------------------
Up to
$3 billion $3+ billion
--------------------------------------------------------------------------------
Subadvisory Fee 0.10% 0.30%
--------------------------------------------------------------------------------
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 19
<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 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 more consistent with
its benchmark's risk profile than that of a fund that attempts to
predict future interest rate changes. On October 31, 2000 the modified
adjusted duration of the CSFB Global High Yield Index was ____ years.
[arrow] Fixed income securities selected 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 maintain
an interest rate risk profile consistent with its benchmark. Maturity
composition refers to the percentage of securities within specific
maturity ranges as well as the aggregate weighted average portfolio
maturity. On October 31, 2000 the maturity of the CSFB Global High
Yield Index was ____ years.
20 Phoenix-Goodwin High Yield Fund
<PAGE>
[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.
[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.
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. Credit risk is determined at the date of
investment. If after the date of purchase the rating declines, the fund is not
obligated to sell the security.
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.
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
Phoenix-Goodwin High Yield Fund 21
<PAGE>
currencies other than U.S. dollars that will fluctuate in value as a result of
changes in the currency exchange rate.
HIGH YIELD-HIGH RISK SECURITIES
High yield-high risk securities (junk bonds) 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.
INTEREST RATE RISK
Interest rate trends can have an affect on the value of your shares. 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.
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.
U.S. GOVERNMENT SECURITIES
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities 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. In addition, not all U.S. Government
securities are backed by the full faith and credit of the United States.
22 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.
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 -1.08
1991 24.67
1992 16.96
1993 21.48
1994 -7.97
1995 17.72
1996 17.23
1997 13.61
1998 -6.72
1999 11.73
(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). Year-to-date performance through September 30, 2000 was
____%.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Life of the Fund(2)
Average Annual Total Returns ---------------------
(for the periods ending 12/31/99)(1) One Year Five Years Ten Years 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%
-----------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate (0.83)% 7.73% 7.70% ____% ____%
Bond Index(5)
-----------------------------------------------------------------------------------------------------------------
</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.
(5) 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.
Phoenix-Goodwin High Yield Fund 23
<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 0.65% 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:
24 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 acts as
the investment adviser for 14 fund companies totaling 37 mutual funds, as
subadviser to two fund companies totaling 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:
--------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
--------------------------------------------------------------------------------
Management Fee 0.65% 0.60% 0.55%
--------------------------------------------------------------------------------
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 25
<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.
26 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:
o Obligations issued or guaranteed by the U.S. Government, its
agencies, authorities and instrumentalities;
o 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;
o Dollar-denominated obligations guaranteed by banks or savings and
loan associations;
o Federally-insured obligations of other banks or savings and loan
associations;
o 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;
o 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
o Repurchase agreements.
Phoenix-Goodwin Money Market Fund 27
<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.
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.
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.
REPURCHASE AGREEMENTS
The fund may invest in repurchase agreements with commercial banks, brokers and
dealers considered by the adviser to be creditworthy. Default or insolvency of
the other party presents risk to the fund.
U.S. GOVERNMENT SECURITIES
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities, only guarantee 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. In addition, not all U.S. Government securities are backed by
the full faith and credit of the United States.
28 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.
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 7.82
1991 5.70
1992 3.28
1993 2.53
1994 3.54
1995 5.44
1996 4.73
1997 4.92
1998 4.94
1999 4.56
(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). Year-to-date performance through September 30, 2000 was ____%.
<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 29
<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 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 0.40% 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:
30 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 acts as
the investment adviser for 14 fund companies totaling 37 mutual funds, as
subadviser to two fund companies totaling 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:
--------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
--------------------------------------------------------------------------------
Management Fee 0.40% 0.35% 0.30%
--------------------------------------------------------------------------------
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 31
<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.
[arrow] Equity securities are selected using a quantitative value approach
coupled with fundamental analysis. The 1,500 largest capitalized stocks
are ranked based on value and growth criteria, such as price to
earnings, sales and cash flow and reported and forecasted earnings per
share growth. The adviser seeks a desired balance of risk and return
potential, including a targeted yield greater than that of the 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 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 more
consistent with its benchmark's risk profile than that of a fund that
attempts to predict future interest rate changes. On October 31, 2000
the modified adjusted duration of the Lehman Brothers Aggregate Bond
Index was ____ years.
[arrow] Fixed income securities selected 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 maintain
an interest rate risk profile consistent with its benchmark. Maturity
composition refers to the percentage of securities within specific
32 Phoenix-Oakhurst Balanced Fund
<PAGE>
maturity ranges as well as the aggregate weighted average portfolio
maturity. On October 31, 2000 the maturity of the Lehman Brothers
Aggregate Bond Index was ____ 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.
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. Credit risk is determined at the date of
investment. If after the date of purchase the rating declines, the fund is not
obligated to sell the security.
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
Phoenix-Oakhurst Balanced Fund 33
<PAGE>
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.
INTEREST RATE RISK
Interest rate trends can have an affect on the value of your shares. 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.
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.
MUNICIPAL SECURITIES
Principal and interest payments on municipal securities may not be guaranteed by
the issuing body and may be payable only from monies derived from a particular
source (so called "revenue bonds"). 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. General
conditions in the financial markets and the size of a particular offering may
also negatively affect municipal securities' returns.
U.S. GOVERNMENT SECURITIES
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities 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. In addition, not all U.S. Government
securities are backed by the full faith and credit of the United States.
34 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.
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 7.31
1991 25.94
1992 6.74
1993 6.41
1994 -4.55
1995 23.39
1996 8.58
1997 18.33
1998 18.52
1999 10.76
(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). Year-to-date performance through September 30, 2000
was ____%.
<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(3) 4.39% 14.42% 11.13% N/A
-----------------------------------------------------------------------------------------------------------------
Class B Shares 5.94% 14.93% N/A 13.26%
-----------------------------------------------------------------------------------------------------------------
Balanced Benchmark(4) 11.55% 18.82% 13.34% 17.18%(6)
-----------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(5) (0.83)% 7.73% 7.70% 6.92%(6)
-----------------------------------------------------------------------------------------------------------------
S&P 500 Composite Stock Price Index(7) 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) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.
(4) 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.
(5) 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.
(6) Benchmark performance since July 31, 1994.
(7) 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 35
<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) 5.75% 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:
36 Phoenix-Oakhurst Balanced Fund
<PAGE>
--------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class A $668 $866 $1,080 $1,696
--------------------------------------------------------------------------------
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 acts as
the investment adviser for 14 fund companies totaling 37 mutual funds, as
subadviser to two fund companies totaling 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:
--------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
--------------------------------------------------------------------------------
Management Fee 0.55% 0.50% 0.45%
--------------------------------------------------------------------------------
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 37
<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:
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.
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. Typically, debt obligations will decrease in value when interest rates
rise. Credit risk for debt obligations generally increases as the rating
declines. Securities with lower credit ratings have a greater chance of
principal and interest payment default. Debt obligations with longer maturities
may be subject to price fluctuations due to interest rates, tax laws and other
general market factors. Credit risk is determined at the date of investment. If
the rating declines after the date of purchase, the fund is not obligated to
sell the security.
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.
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). Market prices of deferred coupon and zero coupon bonds
generally are more volatile than the market prices of securities that pay
interest on a regular basis, because the fund will not receive
38 Phoenix Series Fund
<PAGE>
cash payments earned on these securities on a current basis, and may require the
fund to make distributions from other sources, since the fund does not receive
cash payments earned on these securities on a current basis. This may result in
higher portfolio turnover rates and the sale of securities at a time that is
less favorable.
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. 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.
FOREIGN INVESTING
The funds may invest in securities of foreign (non-U.S.) issuers, including
emerging market securities. Additionally, Core Bond Fund may 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.
HIGH YIELD-HIGH RISK SECURITIES
The Balanced Fund may invest 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
Phoenix Series Fund 39
<PAGE>
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.
ILLIQUID SECURITIES
Each of the funds, may invest 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.
REPURCHASE AGREEMENTS
The funds may invest in repurchase agreements. Default or insolvency of the
other party presents a risk to the funds.
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.
SECURITIES LENDING
Each fund may loan portfolio securities with a value up to one-third of its
total assets to increase investment returns. If the borrower is unwilling or
unable to return the borrowed securities when due, the fund can suffer losses.
SHORT-TERM INVESTMENTS
The Core Bond Fund may invest in short-term investments, including bank
certificates of deposit, bankers' acceptances and repurchase agreements.
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.
40 Phoenix Series Fund
<PAGE>
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.
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:
o adding the values of all securities and other assets of the fund,
o subtracting liabilities, and
o dividing the result by the total number of outstanding shares of the
fund.
Asset Value: The funds' investments are valued at market value. If market
quotations are not available, the funds determine 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 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.
Phoenix Series Fund 41
<PAGE>
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 Balanced Fund and the Capital Growth Fund presently offer two classes of
shares, and the Aggressive Growth Fund, 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 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.
42 Phoenix Series Fund
<PAGE>
CLASS A SHARES. If you purchase Class A Shares, you will pay a sales charge at
the time of purchase equal to 5.75% of the offering price (6.10% of the amount
invested) for the Aggressive Growth Fund, Capital Growth Fund and Balanced Fund
and 4.75% of the offering price (4.99% of the amount invested) for the Core Bond
Fund and High Yield Fund. 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 five
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 Class C
Shares" below. This charge declines to 0% over a period of five 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. (Aggressive Growth Fund, 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 Class 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 43
<PAGE>
SALES CHARGE YOU MAY PAY TO PURCHASE CLASS A SHARES
CORE BOND FUND AND HIGH YIELD FUND
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 2.75 2.83
$500,000 but under $1,000,000 2.00 2.04
$1,000,000 or more None None
AGGRESSIVE GROWTH FUND, CAPITAL GROWTH FUND AND BALANCED FUND
SALES CHARGE AS
A PERCENTAGE OF
---------------------------
AMOUNT OF NET
TRANSACTION OFFERING AMOUNT
AT OFFERING PRICE PRICE INVESTED
--------------------------------------------------------------------------------
Under $50,000 5.75% 6.10%
$50,000 but under $100,000 4.75 4.99
$100,000 but under $250,000 3.75 3.90
$250,000 but under $500,000 2.75 2.83
$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 CLASS C SHARES
Class B and Class 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%
44 Phoenix Series Fund
<PAGE>
DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS C SHARES
(AGGRESSIVE GROWTH FUND, CORE BOND FUND, HIGH YIELD FUND AND
MONEY MARKET FUND ONLY)
YEAR 1 2+
--------------------------------------------------------------------------------
CDSC 1% 0%
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:
o $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).
o 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.
o $500 for all other accounts.
Minimum ADDITIONAL investments:
o $25 for any account.
o 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.
The funds reserve the right to refuse a purchase order for any reason.
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
Phoenix Series Fund 45
<PAGE>
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:
o Receive both dividends and capital gain distributions in additional
shares;
o Receive dividends in additional shares and capital gain distribution
in cash;
o Receive dividends in cash and capital gain distributions in
additional shares; or
o Receive both dividends and capital gain distributions in cash.
No interest will be paid on uncashed distribution checks.
HOW TO BUY SHARES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------- ----------------------------------------------------------------------------
TO OPEN AN ACCOUNT
----------------------------------- ----------------------------------------------------------------------------
<S> <C>
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).
----------------------------------- ----------------------------------------------------------------------------
</TABLE>
46 Phoenix Series Fund
<PAGE>
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 Class 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.
<TABLE>
<CAPTION>
------------------------------------ -----------------------------------------------------------------------------
TO SELL SHARES
------------------------------------ -----------------------------------------------------------------------------
<S> <C>
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, and
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 and number of shares or dollar value you wish to sell.
------------------------------------ -----------------------------------------------------------------------------
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 (Core Bond Fund, If you selected the checkwriting feature, you may write checks for amounts
High Yield Fund and Money of $500 or more. Checks may not be used to close an account.
Market Fund only.)
------------------------------------ -----------------------------------------------------------------------------
</TABLE>
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
Phoenix Series Fund 47
<PAGE>
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:
o The proceeds do not exceed $50,000.
o 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:
o You are selling more than $50,000 worth of shares.
o The name or address on the account has changed within the last 60
days.
o 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.
48 Phoenix Series Fund
<PAGE>
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, Class B or Class 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 and Class C shareholders who have
had the contingent deferred sales 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 of the fund into which you want to make an
exchange 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.
o You may exchange shares for another fund in the same class of
shares; e.g., Class A for Class A. Exchange privileges may not be
available for all Phoenix Funds, and may be rejected or suspended.
o Exchanges may be made by phone ((800) 243-1574) or by mail (State
Street Bank, P.O. Box 8301, Boston, MA 02266-8301).
o The amount of the exchange must be equal to or greater than the
minimum initial investment required.
o The exchange of shares is treated as a sale and a purchase for
federal income tax purposes.
o Because excessive trading can hurt fund performance and harm other
shareholders, the funds reserve the right to temporarily or
permanently end exchange privileges or
Phoenix Series Fund 49
<PAGE>
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.
o Class A Shares of the Money Market Fund purchased without a sales
charge are exchangeable at net asset value plus the applicable sales
charge.
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.
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. Exchange privileges may not be available for all
Phoenix Funds, and may be rejected or suspended.
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. Exchange privileges may not be
available for all Phoenix Funds, and may be rejected or suspended.
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.
50 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 51
<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
-----------------------------------------------------------------------
SIX MONTHS
ENDED
4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.04 $9.83 $9.66 $9.47 $9.60 $8.88
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.27 0.59 0.59 0.55 0.52 0.55
Net realized and unrealized gain (loss) (0.21) (0.78) 0.18 0.17 (0.15) 0.72
---- ---- ---- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 0.06 (0.19) 0.77 0.72 0.37 1.27
---- ---- ---- ---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment income (0.32) (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 (0.32) (0.60) (0.60) (0.53) (0.50) (0.55)
---- ---- ---- ---- ---- ----
Change in net asset value (0.26) (0.79) 0.17 0.19 (0.13) 0.72
---- ---- ---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $8.78 $9.04 $9.83 $9.66 $9.47 $9.60
==== ==== ==== ==== ==== ====
Total return(1) 0.69%(3) (1.97)% 8.16% 7.85% 4.05% 14.81%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $128,348 $144,923 $180,628 $182,250 $208,552 $235,879
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.07%(2) 1.04% 1.00% 0.98% 1.03% 0.99%
Net investment income 6.05%(2) 5.62% 5.46% 5.63% 5.55% 6.01%
Portfolio turnover 87%(3) 112% 290% 377% 379% 178%
</TABLE>
---------------
(1) Maximum sales load is not reflected in the total return calculation.
(2) Annualized
(3) Not annualized
52 Phoenix Series Fund
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------
PHOENIX-DUFF & PHELPS CORE BOND FUND
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------------------------
SIX MONTHS
ENDED
4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $8.97 $9.77 $9.60 $9.45 $9.58 $8.86
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.21 0.51 0.52 0.47 0.44 0.48
Net realized and unrealized gain (loss) (0.18) (0.78) 0.18 0.17 (0.14) 0.72
---- ---- ---- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 0.03 (0.27) 0.70 0.64 0.30 1.20
---- ---- ---- ---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment income (0.28) (0.49) (0.51) (0.49) (0.43) (0.48)
Dividends from net realized gains -- -- -- -- -- --
In excess of net investment income -- (0.04) (0.02) -- -- --
TOTAL DISTRIBUTIONS (0.28) (0.53) (0.53) (0.49) (0.43) (0.48)
---- ---- ---- ---- ---- ----
Change in net asset value (0.25) (0.80) 0.17 0.15 (0.13) 0.72
---- ---- ---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $8.72 $8.97 $9.77 $9.60 $9.45 $9.58
===== ===== ===== ===== ===== =====
Total return(1) 0.33%(3) (2.77)% 7.48% 6.94% 3.39% 13.82%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $8,429 $11,737 $12,902 $5,321 $4,875 $3,655
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.82%(2) 1.79% 1.75% 1.71% 1.78% 1.73%
Net investment income 5.26%(2) 4.89% 4.74% 4.91% 4.79% 5.23%
Portfolio turnover 87%(3) 112% 290% 377% 379% 178%
</TABLE>
PHOENIX-DUFF & PHELPS CORE BOND FUND
CLASS C
-----------------------------
SIX MONTHS FROM
ENDED INCEPTION
4/30/00 10/12/99 TO
(UNAUDITED) 10/31/99
----------- --------
Net asset value, beginning of period $8.99 $8.96
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.23 0.03
Net realized and unrealized gain (loss) (0.20) 0.03
----- ----
TOTAL FROM INVESTMENT OPERATIONS 0.03 0.06
----- ----
LESS DISTRIBUTIONS
Dividends from net investment income (0.28) (0.03)
Dividends from net realized gains -- --
In excess of net investment income -- --
----- ----
TOTAL DISTRIBUTIONS (0.28) (0.03)
----- ----
Change in net asset value (0.25) 0.03
----- ----
NET ASSET VALUE, END OF PERIOD $8.74 $8.99
===== =====
Total return(1) 0.28%(3) 0.53%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $185 $101
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.82%(2) 1.37%(2)
Net investment income 5.37%(2) 4.97%(2)
Portfolio turnover 87%(3) 112%
---------------
(1) Maximum sales load is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
Phoenix Series Fund 53
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------------------------
SIX MONTHS
ENDED 4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $24.54 $13.72 $17.20 $16.84 $16.51 $13.33
INCOME FROM INVESTMENT OPERATIONS(3)
Net investment income (loss) (0.06)(2) (0.08)(4) (0.03) (0.08)(4) (0.13)(4) 0.06(4)
Net realized and unrealized gain (loss) 9.81 10.90 0.04 2.95 2.64 4.21
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 9.75 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 (2.91) -- (3.46) (2.51) (2.16) (0.90)
In excess of net realized gains -- -- (0.03) -- -- --
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (2.91) -- (3.49) (2.51) (2.18) (1.09)
----- ----- ----- ----- ----- -----
Change in net asset value 6.84 10.82 (3.48) 0.36 0.33 3.18
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $31.38 $24.54 $13.72 $17.20 $16.84 $16.51
====== ====== ====== ====== ====== ======
Total return(1) 40.17%(6) 78.94% 0.38% 19.67% 17.43% 35.14%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $596,214 $378,427 $222,149 $246,002 $233,488 $180,288
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.10%(5)(7) 1.19%(6) 1.21% 1.20% 1.20% 1.29%
Net investment income (0.38)%(5) (0.41)% (0.18)% (0.53)% (0.81)% 0.43%
Portfolio turnover 82%(6) 167% 176% 518% 401% 331%
</TABLE>
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
<TABLE>
<CAPTION>
CLASS B
--------------------------------------------------------------------------------
SIX MONTHS
ENDED 4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $23.40 $13.18 $16.76 $16.57 $16.38 $13.31
INCOME FROM INVESTMENT OPERATIONS(3)
Net investment income (loss) (0.18)(2) (0.22)(2) (0.12) (0.20)(2) (0.25)(2) (0.12)(2)
Net realized and unrealized gain (loss) 9.35 10.44 0.03 2.90 2.60 4.26
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 9.17 10.22 (0.09) 2.70 2.35 4.14
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- -- (0.17)
Dividends from net realized gains (2.91) -- (3.46) (2.51) (2.16) (0.90)
In excess of net realized gains -- -- (0.03) -- -- --
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (2.91) -- (3.49) (2.51) (2.16) (1.07)
----- ----- ----- ----- ----- -----
Change in net asset value 6.26 10.22 (3.58) 0.19 0.19 3.07
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $29.66 $23.40 $13.18 $16.76 $16.57 $16.38
====== ====== ====== ====== ====== ======
Total return(1) 39.68%(6) 77.54% (0.28)% 18.70% 16.52% 34.15%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $54,468 $27,334 $14,157 $13,611 $10,466 $2,393
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.85%(7)(5) 1.94%(4) 1.96% 1.96% 1.95% 2.04%
Net investment income (loss) (1.13)%(5) (1.16)% (0.93)% (1.28)% (1.57)% (0.83)%
Portfolio turnover 82%(6) 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) 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.
(5) Annualized.
(6) Not Annualized.
(7) 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-ENGEMANN CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------------------------------
SIX MONTHS
ENDED 4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $29.61 $24.95 $27.83 $26.87 $24.92 $21.24
INCOME FROM INVESTMENT OPERATIONS(3)
Net investment income (loss) (0.07)(2) (0.06)(2) (0.06)(2) 0.14(2) 0.20(2) 0.26
Net realized and unrealized gain (loss) 5.38 7.06 2.73 5.62 3.63 4.53
---- ---- ----- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 5.31 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 (3.70) (2.39) (5.55) (4.59) (1.63) (0.81)
---- ---- ----- ---- ---- ----
TOTAL DISTRIBUTIONS (3.70) (2.39) (5.55) (4.80) (1.88) (1.11)
---- ---- ----- ---- ---- ----
Capital contribution from Adviser -- 0.05 -- -- -- --
---- ---- ----- ---- ---- ----
Change in net asset value 1.61 4.66 (2.88) 0.96 1.95 3.68
---- ---- ----- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $31.22 $29.61 $24.95 $27.83 $26.87 $24.92
====== ====== ====== ====== ====== ======
Total return(1) 6.48%(7) 29.76%(4) 12.26% 24.81% 16.34% 23.91%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(thousands) $3,130,195 $2,819,742 $2,434,217 $2,518,289 $2,347,471 $2,300,251
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.05%(6)(5) 1.07%(5) 1.08% 1.10% 1.17% 1.20%
Net investment income (loss) (0.44)%(6) (0.23)% (0.22)% 0.53% 0.80% 0.92%
Portfolio turnover 42%(7) 100% 110% 196% 116% 109%
</TABLE>
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------------------------------------
SIX MONTHS
ENDED 4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $28.68 $24.40 $27.51 $26.63 $24.74 $21.19
INCOME FROM INVESTMENT OPERATIONS(3)
Net investment income (loss) (0.18)(2) (0.26)(2) (0.24)(2) (0.06)(2) --(2) --(2)
Net realized and unrealized gain (loss) 5.21 6.88 2.68 5.57 3.61 4.60
---- ---- ---- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 5.03 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 (3.70) (2.39) (5.55) (4.59) (1.63) (0.81)
---- ---- ---- ---- ---- ----
TOTAL DISTRIBUTIONS (3.70) (2.39) (5.55) (4.63) (1.72) (1.05)
---- ---- ---- ---- ---- ----
Capital contribution from Adviser -- 0.05 -- -- -- --
---- ---- ---- ---- ---- ----
Change in net asset value 1.33 4.28 (3.11) 0.88 1.89 3.55
---- ---- ---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $30.01 $28.68 $24.40 $27.51 $26.63 $24.74
====== ====== ====== ====== ====== ======
Total return(1) 6.31%(7) 28.80%(4) 11.41% 23.89% 15.48% 23.02%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $111,389 $97,963 $76,060 $68,022 $45,326 $20,111
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.80%(5)(6) 1.82%(5) 1.83% 1.85% 1.93% 1.97%
Net investment income (loss) (1.19)%(6) (0.99)% (0.97)% (0.25)% 0.01% 0.01%
Portfolio turnover 42%(7) 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 a capital contribution from the Adviser.
Without this contribution total return would have been 29.54% and 28.58% for
Class A and Class B Shares, respectively.
(5) 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) Annualized.
(7) Not Annualized.
Phoenix Series Fund 55
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------
PHOENIX-GOODWIN HIGH YIELD FUND
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------------------
SIX MONTHS
ENDED
4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.53 $7.55 $9.09 $8.63 $8.17 $8.11
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.41 0.76 0.83 0.80 0.78 0.80
Net realized and unrealized gain (loss) (0.09) -- (1.56) 0.46 0.46 0.04
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.32 0.76 (0.73) 1.26 1.24 0.84
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.37) (0.78) (0.81) (0.80) (0.78) (0.78)
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.37) (0.78) (0.81) (0.80) (0.78) (0.78)
----- ----- ----- ----- ----- -----
Change in net asset value (0.05) (0.02) (1.54) 0.46 0.46 0.06
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $7.48 $7.53 $7.55 $9.09 $8.63 $8.17
===== ===== ===== ===== ===== =====
Total return(1) 4.26%(3) 10.16% (8.97)% 15.03% 15.95% 11.19%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $372,054 $391,057 $427,659 $532,906 $501,265 $507,855
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.20%(2)(5) 1.16%(6) 1.12% 1.11% 1.17% 1.21%
Net investment income 10.67%(2) 9.71% 9.13% 8.76% 9.21% 10.01%
Portfolio turnover 39%(3) 73% 103% 167% 162% 147%
</TABLE>
PHOENIX-GOODWIN HIGH YIELD FUND
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------------------------------
SIX MONTHS
ENDED
4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.51 $7.52 $9.07 $8.63 $8.19 $8.13
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.38 0.70 0.76 0.73 0.71 0.72
Net realized and unrealized gain (loss) (0.10) 0.01 (1.55) 0.46 0.45 0.07
----- ----- ----- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 0.28 0.71 (0.79) 1.19 1.16 0.79
----- ----- ----- ---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment income (0.35) (0.72) (0.76) (0.75) (0.72) (0.73)
----- ----- ----- ---- ---- ----
TOTAL DISTRIBUTIONS (0.35) (0.72) (0.76) (0.75) (0.72) (0.73)
----- ----- ----- ---- ---- ----
Change in net asset value (0.07) (0.01) (1.55) 0.44 0.44 0.06
----- ----- ----- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $7.44 $7.51 $7.52 $9.07 $8.63 $8.19
===== ===== ===== ===== ===== =====
Total return(1) 3.74%(3) 9.37% (9.61)% 14.18% 14.88% 10.44%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $52,324 $59,547 $61,026 $52,184 $25,595 $12,331
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.94%(2)(5) 1.91%(4) 1.88% 1.86% 1.92% 1.97%
Net investment income (loss) 9.92%(2) 8.94% 8.46% 8.00% 8.47% 9.18%
Portfolio turnover 39%(3) 73% 103% 167% 162% 147%
</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 Shares.
(5) For the six months ended April 30, 2000, 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 1.19% for
Class A, 1.93% for Class B and 1.93% for Class C, respectively.
56 Phoenix Series Fund
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------
PHOENIX-GOODWIN HIGH YIELD FUND
<TABLE>
<CAPTION>
CLASS C
---------------------------------------------
FROM
SIX MONTHS ENDED INCEPTION
4/30/00 YEAR ENDED 2/27/98 TO
(UNAUDITED) 10/31/99 10/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period $7.53 $7.54 $9.31
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.39 0.71 0.50
Net realized and unrealized gain (loss) (0.11) -- (1.76)
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.28 0.71 (1.26)
----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.35) (0.72) (0.51)
----- ----- -----
TOTAL DISTRIBUTIONS (0.35) (0.72) (0.51)
----- ----- -----
Change in net asset value (0.07) (0.01) (1.77)
----- ----- -----
NET ASSET VALUE, END OF PERIOD $7.46 $7.53 $7.54
===== ===== =====
Total return(1) 3.73%(2) 9.38% (14.09)%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,941 $3,052 $1,669
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.94%(1)(5) 1.91%(4) 1.88%(2)
Net investment income (loss) 10.16%(1) 8.85% 8.94%(2)
Portfolio turnover 39%(3) 73% 103%
</TABLE>
PHOENIX-GOODWIN MONEY MARKET FUND
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------------------
SIX MONTHS
ENDED
4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<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) 0.026 0.044 0.049 0.048 0.047 0.053
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.026 0.044 0.049 0.048 0.047 0.053
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.026) (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 $1.00
===== ===== ===== ===== ===== =====
Total return 2.58%(2) 4.47% 5.00% 4.76% 4.67% 5.32%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $174,376 $205,066 $195,292 $188,695 $192,859 $193,534
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 0.75%(1) 0.77%(3) 0.73% 0.79% 0.84% 0.71%
Net investment income 5.14%(1) 4.41% 4.90% 4.76% 4.68% 5.31%
</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.
(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 would not significantly differ for Class B and Class C.
(5) For the six months ended April 30, 2000, 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, 1.93% for Class B and 1.93% for Class C, respectively.
Phoenix Series Fund 57
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------
PHOENIX-GOODWIN MONEY MARKET FUND
<TABLE>
<CAPTION>
CLASS B
-------------------------------------------------------------------------------
SIX MONTHS
ENDED
4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<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) 0.022 0.036 0.041 0.040 0.039 0.046
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.022 0.036 0.041 0.040 0.039 0.046
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.022) (0.036) (0.041) (0.040) (0.039) (0.046)
----- ----- ----- ----- ----- -----
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 2.20%(2) 3.69% 4.22% 4.02% 3.93% 4.63%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $21,479 $20,054 $19,978 $15,013 $10,223 $8,506
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.50%(1) 1.52%(3) 1.48% 1.55% 1.59% 1.44%
Net investment income 4.40%(1) 3.66% 4.15% 4.02% 3.92% 4.62%
</TABLE>
PHOENIX-GOODWIN MONEY MARKET FUND
CLASS C
----------------------------------
SIX MONTHS FROM
ENDED INCEPTION
4/30/99 10/12/99 TO
(Unaudited) 10/31/99
-------- --------
Net asset value, beginning of period $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.021 0.003
----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.021 0.003
----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.021) (0.003)
----- -----
Change in net asset value -- --
----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00
===== =====
Total return 2.08%(2) 0.19%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,377 $145
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.76%(1) 1.82%(1)(3)
Net investment income 4.31%(1) 3.95%(1)
---------------
(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.
58 Phoenix Series Fund
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------
PHOENIX-OAKHURST BALANCED FUND
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------------------------
SIX MONTHS
ENDED
4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $17.92 $16.29 $18.07 $17.56 $17.04 $15.23
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.23 0.40 0.42 0.48 0.48 0.52
Net realized and unrealized gain (loss) 0.74 2.25 0.90 2.38 1.46 1.80
---- ---- ---- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 0.97 2.65 1.32 2.86 1.94 2.32
---- ---- ---- ---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment
income (0.24) (0.39) (0.40) (0.48) (0.49) (0.51)
Dividends from net realized gains (1.09) (0.63) (2.70) (1.87) (0.93) --
---- ---- ---- ---- ---- ----
TOTAL DISTRIBUTIONS (1.33) (1.02) (3.10) (2.35) (1.42) (0.51)
---- ---- ---- ---- ---- ----
Change in net asset value (0.36) 1.63 (1.78) 0.51 0.52 1.81
---- ---- ---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $17.56 $17.92 $16.29 $18.07 $17.56 $17.04
====== ====== ====== ====== ====== ======
Total return(1) 5.51%(4) 16.73% 8.68% 18.04% 12.03% 15.52%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(thousands) $1,495,957 $1,561,026 $1,548,475 $1,702,385 $1,897,306 $2,345,440
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 0.98%(2)(3) 0.97%(2) 0.97% 0.98% 1.01% 1.02%
Net investment income 2.50%(3) 2.19% 2.41% 2.65% 2.74% 3.27%
Portfolio turnover 26%(4) 57% 138% 206% 191% 197%
</TABLE>
PHOENIX-OAKHURST BALANCED FUND
<TABLE>
<CAPTION>
CLASS B
-------------------------------------------------------------------------
SIX MONTHS
ENDED
4/30/00 YEAR ENDED OCTOBER 31,
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $17.85 $16.25 $18.04 $17.54 $17.01 $15.23
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.16 0.27 0.30 0.35 0.35 0.40
Net realized and unrealized gain (loss) 0.74 2.24 0.90 2.37 1.47 1.80
---- ---- ---- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 0.90 2.51 1.20 2.72 1.82 2.20
---- ---- ---- ---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment income (0.18) (0.28) (0.29) (0.35) (0.36) (0.42)
Dividends from net realized gains (1.09) (0.63) (2.70) (1.87) (0.93) --
---- ---- ---- ---- ---- ----
TOTAL DISTRIBUTIONS (1.27) (0.91) (2.99) (2.22) (1.29) (0.42)
---- ---- ---- ---- ---- ----
Change in net asset value (0.37) 1.60 (1.79) 0.50 0.53 1.78
---- ---- ---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $17.48 $17.85 $16.25 $18.04 $17.54 $17.01
====== ====== ====== ====== ====== ======
Total return(1) 5.12%(4) 15.84% 7.91% 17.13% 11.24% 14.68%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $37,242 $38,613 $32,988 $30,216 $26,209 $16,971
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.73%(2)(3) 1.72%(2) 1.72% 1.73% 1.76% 1.78%
Net investment income 1.76%(3) 1.45% 1.66% 1.90% 1.96% 2.46%
Portfolio turnover 26%(4) 57% 138% 206% 191% 197%
</TABLE>
---------------
(1) Maximum sales load is not reflected in the total return calculation.
(2) 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.
(3) Annualized.
(4) Not annualized.
Phoenix Series Fund 59
<PAGE>
ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
The funds have filed a Statement of Additional Information about the funds,
dated November 30, 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>
<S> <C>
SEC File Nos. 2-14069 and 811-810 [RECYCLE LOGO] Printed on recycled paper using soybean ink
</TABLE>
60 Phoenix Series Fund
<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
November 30, 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 November 30, 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 Restrictions.................................................. 1
Investment Techniques and Risks.......................................... 2
Performance Information.................................................. 9
Performance Comparisons.................................................. 10
Portfolio Turnover....................................................... 11
Portfolio Transactions and Brokerage..................................... 11
Services of the Advisers................................................. 12
Net Asset Value.......................................................... 13
How to Buy Shares........................................................ 14
Alternative Purchase Arrangements........................................ 14
Purchases of Shares of the Money Market Fund.......................... 15
Investor Account Services................................................ 17
How to Redeem Shares..................................................... 19
Tax-Sheltered Retirement Plans........................................... 20
Dividends, Distributions And Taxes....................................... 21
The Distributor.......................................................... 22
Distribution Plans....................................................... 24
Management of the Trust.................................................. 24
Additional Information................................................... 33
Customer Service: (800) 243-1574
Sales Information: (800) 243-4361
Telephone Orders: (800) 367-5877
Telecommunication Device TTY: (800) 243-1926
PXP427B (11/00)
<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, and was reorganized as a Delaware business trust in November
2000. 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."
The Trust's prospectus describes the investment objectives of each of the
Funds and the principal strategies that each of the Funds will employ in seeking
to achieve its investment objective. Each Fund's investment objectives is a
fundamental policy of that Fund and may not be changed without the vote of a
majority of the outstanding voting securities of that Fund. The following
discussion describes the Funds' investment policies and techniques and
supplements the description of the Funds' principal strategies in the
Prospectus.
INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the Trust with
respect to the Fund. Except as otherwise stated, these investment restrictions
are "fundamental" policies. A "fundamental" policy is defined in the 1940 Act to
mean that the restriction cannot be changed without the vote of a "majority of
the outstanding voting securities" of the Fund. A majority of the outstanding
voting securities is defined in the 1940 Act as the lesser of (a) 67% or more of
the voting securities present at a meeting if the holders of more than 50% of
the outstanding voting securities are present or represented by proxy, or (b)
more than 50% of the outstanding voting securities.
The Fund may not:
(1) With respect to 75% of its total assets, purchase securities of an
issuer (other than the U.S. Government, its agencies, instrumentalities or
authorities or repurchase agreements collateralized by U.S. Government
securities and other investment companies), if: (a) such purchase would, at the
time, cause more than 5% of the Fund's total assets taken at market value to be
invested in the securities of such issuer; or (b) such purchase would, at the
time, result in more than 10% of the outstanding voting securities of such
issuer being held by the Fund.
(2) Purchase securities if, after giving effect to the purchase, more than
25% of its total assets would be invested in the securities of one or more
issuers conducting their principal business activities in the same industry
(excluding the U.S. Government or its agencies or instrumentalities).
(3) Borrow money, except (i) in amounts not to exceed one third of the
value of the Fund's total assets (including the amount borrowed) from banks, and
(ii) up to an additional 5% of its total assets from banks or other lenders for
temporary purposes. For purposes of this restriction, (a) investment techniques
such as margin purchases, short sales, forward commitments, and roll
transactions, (b) investments in instruments such as futures contracts, swaps,
and options and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing.
(4) Issue "senior securities" in contravention of the 1940 Act. Activities
permitted by a SEC exemptive orders or staff interpretations shall not be deemed
to be prohibited by this restriction.
(5) Underwrite the securities issued by other persons, except to the extent
that, in connection with the disposition of portfolio securities, the Fund may
be deemed to be an underwriter under applicable law.
(6) Purchase or sell real estate, except that the Fund may (i) acquire or
lease office space for its own use, (ii) invest in securities of issuers that
invest in real estate or interests therein, (iii) invest in mortgage-related
securities and other securities that are secured by real estate or interests
therein, (iv) hold and sell real estate acquired by the Fund as a result of the
ownership of securities.
(7) Purchase or sell commodities or commodity contracts, except the Fund may
purchase and sell derivatives (including, but not limited to, options, futures
contracts and options on futures contracts) whose value is tied to the value of
a financial index or a financial instrument or other asset (including, but not
limited to, securities indexes, interest rates, securities, currencies and
physical commodities).
(8) Make loans, except that the Fund may (i) lend portfolio securities, (ii)
enter into repurchase agreements, (iii) purchase all or a portion of an issue of
debt securities, bank loan participation interests, bank certificates of
deposit, bankers' acceptances, debentures or other securities, whether or not
the purchase is made upon the original issuance of the securities and (iv)
participate in an interfund lending program with other registered investment
companies.
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If any percentage restriction described above for the Fund is adhered to at
the time of investment, a subsequent increase or decrease in the percentage
resulting from a change in the value of the Fund's assets will not constitute a
violation of the restriction.
INVESTMENT TECHNIQUES AND RISKS
The Funds may utilize the following practices or techniques in pursuing their
investment obligations.
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 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.
OPTIONS
The Funds, except the Money Market Fund, may write covered call options and
purchase call and put options. Options and the related risks are summarized
below.
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<PAGE>
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 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."
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.
3
<PAGE>
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
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.
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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
The Funds, except the Money Market 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. 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.
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<PAGE>
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.
BORROWING
The Fund may from time to time increase the ownership of securities holdings
above the amounts otherwise possible by borrowing from banks at fixed amounts of
interest and investing the borrowed funds.
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.
6
<PAGE>
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
The Funds, except the Money Market Fund may purchase foreign securities,
including those issued by foreign branches of U.S. banks. 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. The Bond Fund may invest in 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.
RESTRICTED 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. 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 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
7
<PAGE>
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. 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 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
The Fund may invest 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.
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
8
<PAGE>
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.
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 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.
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<PAGE>
The manner in which total return will be calculated for public use is
described above. The following table illustrates the total return for each Fund
for the periods ended October 31, 1999.
AVERAGE ANNUAL TOTAL RETURN AS OF OCTOBER 31, 1999
<TABLE>
<CAPTION>
PERIODS ENDED
------------------------------------------------------------
10 YEAR OR
FUND 1 YEAR 5 YEAR SINCE INCEPTION(1)
---------------------------- ------ ------ ------------------
<S> <C> <C> <C>
Aggressive Growth Class A(2) 68.65% 26.31% 16.96%
Aggressive Growth Class B 73.54% 26.86% 25.65%
Balanced Class A(2) 10.02% 12.80% 13.70%
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(2) 22.30% 19.82% 14.58%
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)%
</TABLE>
(1) 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.
(2) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.
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.
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
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<PAGE>
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.
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
11
<PAGE>
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.
SERVICES OF THE ADVISERS
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 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. As of December 31, 1999 PXP had
approximately $64 billion in assets under management 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; Roger Engemann & Associates, Inc. (Engemann) in Pasadena; Seneca
Capital Management LLC (Seneca) in San Francisco; Phoenix/Zweig Advisers LLC
(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 fund companies totaling 37
mutual funds, as subadviser to two fund companies totaling 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.
Duff & Phelps is a subsidiary of PXP.
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 five 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,
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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:
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
The Fund, its Adviser and Distributor have each adopted a Code of Ethics
pursuant to Rule 17-j1 under the Investment Company Act of 1940. Personnel
subject to the Codes of Ethics may purchase and sell securities for their
personal accounts, including securities that may be purchased, sold or held by
the Fund, subject to certain restrictions and conditions. Generally, personal
securities transactions are subject to preclearance procedures, reporting
requirements and holding period rules. The Codes also restrict personal
securities transactions in private placements, initial public offerings and
securities in which the Fund has a pending order.
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
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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.
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.
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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 Class 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 Aggressive Growth Fund, 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.
CLASS C SHARES--AGGRESSIVE GROWTH FUND, 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 Class A Shares may be entitled to pay reduced sales
charges. The ways in which sales charges may be avoided or reduced are described
below.
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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 the Money Market Fund and
Phoenix-Zweig Government Cash Fund 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 (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 the Money
Market Fund and Phoenix-Zweig Government Cash Fund 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
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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 Shares before Class C or Class 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 CLASS C SHARES--WAIVER OF SALES CHARGES
The CDSC is waived on the redemption (sale) of Class B and Class 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
Class 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. 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 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 Class 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 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. 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. On exchanges with
share classes that carry
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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"). Exchange privileges may not be available for all Phoenix Funds, and may
be rejected or suspended.
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.
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.
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. 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.
18
<PAGE>
Through the Program, Class B and Class C 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 and Class C 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 or Class C 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.
A shareholder should contact his/her broker/dealer if he/she wishes to
transfer shares from an existing broker/dealer street name account to a street
name account with another broker/dealer. The Fund has no specific procedures
governing such account transfers.
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.
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.
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<PAGE>
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");
(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.
20
<PAGE>
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.
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.
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<PAGE>
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 Class C Shares.
DEALER CONCESSIONS
Dealers with whom the Distributor has entered into sales agreements receive a
discount or commission as described below.
CORE BOND FUND AND HIGH YIELD FUND
<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> <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 2.75% 2.83% 2.25%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more None None None
</TABLE>
AGGRESSIVE GROWTH FUND, CAPITAL GROWTH FUND AND BALANCED FUND
<TABLE>
<CAPTION>
DEALER DISCOUNT
OR AGENCY FEE AS
AMOUNT OF TRANSACTION SALES CHARGE AS PERCENTAGE OF PERCENTAGE OF
AT OFFERING PRICE OFFERING PRICE NET AMOUNT INVESTED OFFERING PRICE
----------------- -------------- ------------------- --------------
<S> <C> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.25%
$50,000 but under $100,000 4.75% 4.99% 4.25%
$100,000 but under $250,000 3.75% 3.90% 3.25%
$250,000 but under $500,000 2.75% 2.83% 2.25%
$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, 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.
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<PAGE>
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 Class 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.
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.
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.
23
<PAGE>
DISTRIBUTION PLANS
The Trust has adopted a distribution plan for each class of shares (i.e., a
plan for the Class A Shares, a plan for the Class B Shares, and a plan for the
Class C Shares, collectively, the "Plans") in accordance with Rule 12b-1 under
the Act, to compensate the Distributor for the services it provides and for the
expenses it bears under the Underwriting Agreement. Each class of shares pays a
service fee at a rate of 0.25% per annum of the average daily net assets of such
class of the Fund and a distribution fee based on average daily net assets at
the following rates: for Class B Shares at a rate of 0.75% per annum.
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.
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.
No interested person of the Fund and no Director who is not an interested
person of the Fund, as that term is defined in the Investment Company Act of
1940, had any direct or indirect financial interest in the operation of the
Plans.
The National Association of Securities Dealers, Inc. (the "NASD") regards
certain distribution fees as asset-based sales charges subject to NASD sales
load limits. The NASD's maximum sales charge rule may require the Trustees to
suspend distribution fees or amend the Plans.
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 Delaware business trust law.
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 (66) Trustee Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix
49 Old Post Road Funds. Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff &
Wethersfield, CT 06109 Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (1999-present).
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
POSITION(S) WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
--------------------- --------- ----------------------
<S> <C> <C>
E. Virgil Conway (71) 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, Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present) and Phoenix-Seneca Funds (2000-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 (71) Trustee Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat, Elmore Court Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Elmore GL05, GL2 6NT Mutual Funds (1996-present) and Phoenix-Seneca Funds
U.K. (1999-present). Director, Duff & 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., Phoenix Duff & Phelps Institutional
# 902 Mutual Funds (1996-present) and Phoenix-Seneca Funds
Naples, FL 34108 (2000-present). Director, Duff & 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.
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, Phoenix
64 Ross Road Duff & Phelps Institutional Mutual Funds (1996-present) and
Savannah, GA 30750 Phoenix-Seneca Funds (2000-present). 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.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
POSITION(S) WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
--------------------- --------- ----------------------
<S> <C> <C>
*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,
Phoenix/Zweig Advisers LLC (1999-present). Director, 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 (72) 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, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-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, Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Boston, MA 02109 Funds (2000-present). Director, AIB Govett 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). Vice Chairman, Massachusetts
Housing-Partnership (1998-2000). Director, Blue Cross and Blue
Shield of New Hampshire (1994-1999).
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
P.O. Box 909 Mutual Funds (1996-present) and Phoenix-Seneca Funds
Sherborn, MA 01770 (2000-present). Director, Boston 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, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-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, Phoenix Duff & Phelps Institutional
Greenwich, CT 06830 Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-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).
Michael E. Haylon (42) Executive Vice Director and Executive Vice President, Investments, Phoenix
President Investment Partners, Ltd. (1995-present). 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). Executive Vice President, Phoenix
Funds (1993-present), Phoenix-Aberdeen Series Fund (1996-present)
and Phoenix-Seneca Funds (2000-present). Executive Vice President
(1997-present), Vice President (1996-1997), Phoenix Duff & Phelps
Institutional Mutual Funds. Senior Vice President, Securities
Investments, Phoenix Home Life Mutual Insurance Company
(1993-1995).
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
POSITION(S) WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
--------------------- --------- ----------------------
<S> <C> <C>
John F. Sharry (48) 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, Phoenix-Aberdeen Series Funds
(1998-present) and Phoenix-Seneca Funds (2000-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-Oakhurst 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 (39) Vice Managing Director, Fixed Income (1996-present) and Vice President
President (1995-1996), Phoenix Investment Counsel, Inc. Vice President,
Phoenix 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
(1994-1995).
Axon
</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 (41) 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 (1998-present) and Phoenix-Oakhurst Strategic Allocation
Fund, Inc. (1999-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 and Vice President, Compliance, Phoenix Investment Partners, Ltd.
Assistant Secretary (1999-present). Vice President, Phoenix Funds, Phoenix-Aberdeen
Series Fund, Phoenix-Duff & Phelps Institutional Mutual Funds,
Phoenix Edge Series Fund and Phoenix-Seneca Funds (1999-present).
Compliance Officer, (2000-present) and Associate Compliance
Officer (1999) PXP Securities Corp. 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 (45) Vice Managing Director, Fixed Income (1996-present), Vice President
President (1991-1996), Phoenix Investment Counsel, Inc. Vice President,
Phoenix Series Fund (1998-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 (56) 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). Executive Vice President, Phoenix-Seneca Funds
(2000-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 (46) Vice Managing Director, Fixed Income, Phoenix Investment Counsel, Inc.
President (1998-present). Vice President, Phoenix Series Fund (1998-present).
Executive Vice President (1995-1998), Senior Vice President
(1992-1994), Duff & Phelps Investment Management Co.
Christopher J. Saner (40) 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 (43) 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 (36) Vice Managing Director (1997-present). Director (1995-1997), Fixed
President Income, Phoenix Investment Counsel, Inc. Vice President, Phoenix
Series Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1998-present).
John S. Tilson (56) 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 Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1995-present), Phoenix-Aberdeen
Series Fund (1996-present) and Phoenix-Seneca Funds
(2000-present). Vice President, Fund Accounting (1994-present)
and Treasurer (1996-present), Phoenix Equity Planning
Corporation. 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), Phoenix-Aberdeen Series Fund
(1996-present) and Phoenix-Seneca Funds (2000-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
30
<PAGE>
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 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, 1999, 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+ $11,250 $83,250
Harry Dalzell-Payne+ $10,163 $95,000
Francis E. Jeffries $8,250* $61,000
Leroy Keith, Jr. $8,663 None None $63,750
Philip R. McLoughlin+ 0 for any for any 0
Everett L. Morris+ $7,500* Trustee Trustee $58,000
James M. Oates+ $9,750 $72,250
Herbert Roth, Jr. + $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 September 30, 2000, 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 $__________, $__________, $__________ and $_________,
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.
+ Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are members
of the Executive Committee.
At November __, 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 November __, 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.
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER NAME OF FUND NUMBER OF SHARES PERCENT OF CLASS
------------------- ------------ ---------------- ----------------
<S> <C> <C> <C>
Trustees of Phoenix Savings and Aggressive
Investment Plan Growth Fund
100 Bright Meadow Blvd Class A
PO Box 1900
Enfield, CT 06083-1900
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER NAME OF FUND NUMBER OF SHARES PERCENT OF CLASS
------------------- ------------ ---------------- ----------------
<S> <C> <C> <C>
MLPF&S for the sole benefit of its customers* Capital Growth Fund
ATTN: Fund Administration Class B
4800 Deer Lake Dr E 3rd Fl Aggressive Growth Fund
Jacksonville, FL 32246-6484 Class B
High Yield Fund
Class B
High Yield Fund
Class C
Core Bond Fund
Class B
Phoenix Equity Planning Corp Money Market Fund
Attn: Corporate Accounting Dept. Class A
C/O Gene Charon, Controller Money Market Fund
100 Bright Meadow Blvd. Class C
Enfield, CT 06082-1957 Core Bond Fund
Class C
TTEES of Phoenix Savings & Money Market Fund
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
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
Cust. for the IRA Rollover of Class C
Richard A. Esten
12 Partridge Ct.
Simsbury, CT 06070
Kirstin Rachelle Plotner Money Market Fund
2754 Santa Ynez St. Class C
Santa Ynez, CA 93460-9535
Sterling Trust Co., TTEE Money Market Fund
FBO Grace H. Bargstadt IRA Class C
AC#49316
P.O. Box 2526
Waco, TX 76702-2526
Elodia A. Noragony Money Market Fund
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. The Trust does not hold regular
meetings of shareholders. 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. 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 and for the period ended April 30, 2000, appearing in the Fund's 1999
Annual Report and April 2000 Semiannual 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.
34
<PAGE>
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.
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 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 with Post-Effective Amendment No. 90 on February 23, 2000
and incorporated herein by reference.
a.6 Amendment dated December 23, 1998 to Agreement and Declaration of
Trust, as amended, abolishing Class M shares, filed via EDGAR with
Post-Effective Amendment No. 90 on February 23, 2000 and
incorporated herein by reference.
a.7 Amendment dated January 22, 1999 to Agreement and Declaration of
Trust, as amended, changing certain series' names, filed via EDGAR
with Post-Effective Amendment No. 90 on February 23, 2000 and
incorporated herein by reference.
a.8 Amendment dated November 4, 1999 to Agreement and Declaration of
Trust, as amended, changing certain series' names, filed via EDGAR
with Post-Effective Amendment No. 90 on February 23, 2000 and
incorporated herein by reference.
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 with Post-Effective Amendment
No. 90 on February 23, 2000 and incorporated herein by reference.
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.
C-1
<PAGE>
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.
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 filed via EDGAR with
Post-Effective Amendment No. 90 on February 23, 2000 and
incorporated herein by reference.
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 Distribution Plan pursuant to Rule 12-b 1 under the
Investment Company Act of 1940, filed via EDGAR herewith.
m.3* Class C Shares Distribution Plan pursuant to Rule 12-b 1 under the
Investment Company Act of 1940, filed via EDGAR herewith.
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.* Codes of Ethics of the Trust, Advisers, Subadvisers and
Distributor filed via EDGAR herewith.
q.1 Powers of Attorney for Messrs. Pedersen and Roth, filed via EDGAR
with Post-Effective Amendment No. 86 on December 30, 1998, and
incorporated herein by reference.
q.2* Powers of Attorney for all other Trustees filed via EDGAR
herewith.
---------------
*Filed herewith
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
None.
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<PAGE>
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.
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 Bond Fund, Phoenix-Goodwin Multi-Series Trust,
Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund,
Phoenix-Oakhurst Income & Growth Fund, Phoenix-Oakhurst Strategic
Allocation Fund, 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 Chairman Trustee and President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480
William R. Moyer Director, Executive Vice President Vice President
100 Bright Meadow Blvd. and Chief Financial Officer and
P.O. Box 1900 Treasurer
Enfield, CT 06083-1900
Barry Mandinach Executive Vice President None
900 Third Avenue Chief Marketing Officer,
New York, NY 10022 Retail Division
Robert Tousingnant Executive Vice President None
56 Prospect Street Chief Sales Officer
P.O. Box 150480
Hartford, CT 06115-0480
John F. Sharry President, Executive Vice President
56 Prospect St. Retail Distribution
P.O. Box 150480
Hartford, CT 06115-0480
Robert S. Dreissen Vice President, Compliance Vice President and
56 Prospect Street Assistant Secretary
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
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
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 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.
C-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Fund 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 11th day of September,
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 11th day of September, 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.
S-1
