As filed with the Securities and Exchange Commission on December 15, 1998
Registration Nos. 2-16590
811-945
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 66 [X]
and/or
REGISTRATION STATEMENT
Under the
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 66 [X]
(Check appropriate box or boxes.)
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Phoenix-Aberdeen Worldwide Opportunities Fund
(Exact Name of Registrant as Specified in Declaration of Trust)
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101 Munson Street, Greenfield, Massachusetts 01301
(Address of Principal Executive Offices) (Zip Code)
c/o Phoenix Equity Planning
Corporation -- Shareholder Services
(800) 243-1574
(Registrant's Telephone Number, including Area Code)
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Thomas N. Steenburg
Vice President, Counsel and Secretary
Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0479
(name and address of Agent for Service)
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Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on December 16, 1998 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
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================================================================================
<PAGE>
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
Cross Reference Sheet Pursuant to Rule 404
PART A
<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, Investment Risk and Return Summary; Investment
and Related Risks ........................................ Strategies; Risks Related to Investment Strategies
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 to
Know When Selling Shares; Account Policies; Investor
Services; Tax Status
8. Distribution Arrangements ................................ Sales Charges
9. Financial Highlights Information ......................... Financial Highlights
PART B
Item Number Form N-1A, Part B Statement of Additional Information Caption
- ----------------------------- -------------------------------------------
10. Cover Page and Table of Contents ......................... Cover Page, Table of Contents
11. Fund History ............................................. The Fund
12. Description of the Fund and Its Investment Risks ......... Investment Objectives and Policies; Investment
Restrictions
13. Management of the Fund ................................... Management of the Fund
14. Control Persons and Principal Holders of Securities ...... Management of the Fund
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>
<PAGE>
Phoenix Investment Partners
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| Prospectus
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| December 16, 1998
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|-------Aberdeen
Phoenix-Aberdeen Worldwide
Opportunities Fund
Phoenix-Aberdeen Worldwide
Opportunities Fund is a mutual fund
that mainly invests in common stocks
of U.S. and foreign companies with
the investment objective of capital
appreciation.
Neither the Securities and Exchange
Commission nor any state securities
commission has approved or
disapproved of these securities or
determined if this prospectus is
truthful or complete. Any representation
to the contrary is a criminal offense.
This Prospectus contains important
information about the Phoenix-Aberdeen
Worldwide Opportunities Fund that you
should know before investing. Please
read it carefully and retain it for future
reference.
[LOGO] PHOENIX
INVESTMENT PARTNERS, LTD.
<PAGE>
> Phoenix-
Aberdeen
Worldwide
Opportunities
Fund
Table of Contents
- -------------------------------------
<TABLE>
<S> <C>
Investment Risk and Return Summary ............. page 2
Fund Expenses .................................. page 5
Investment Strategies .......................... page 6
Risks Related to Investment Strategies ......... page 8
Management of the Fund ......................... page 12
Pricing of Fund Shares ......................... page 15
Sales Charges .................................. page 16
Your Account ................................... page 19
How to Buy Shares .............................. page 20
How to Sell Shares ............................. page 20
Things You Should Know When
Selling Shares ................................ page 21
Account Policies ............................... page 23
Investor Services .............................. page 24
Tax Status ..................................... page 25
Financial Highlights ........................... page 26
Additional Information ......................... page 27
</TABLE>
<PAGE>
Investment Risk and Return Summary
- ---------------------------------------------------------------
Investment Objective
Phoenix-Aberdeen Worldwide Opportunities Fund has
an investment objective of capital appreciation.
Distributions of investment income, such as
dividends and interest, are incidental in the
selection of investments. There is no guarantee
that the fund will achieve the objective.
Principal Investment Strategies
[arrow] The fund may invest in a diversified
portfolio of equity and fixed income
securities. The fund will invest at least 65%
of its assets in securities of issuers
located in 3 or more countries, one of which
will be the United States.
[arrow] The fund intends to invest at least 65% of
its total assets in common stocks.
[arrow] The fund may invest in other types of equity
securities including preferred stock, other
securities that can be converted into common
stock or preferred stock, and warrants to
purchase common stock or preferred stock.
[arrow] An adviser and subadviser will manage the
fund. The subadviser will determine how much
of the fund's assets will be invested in
different countries and regions. The
subadviser will also decide which investments
to buy and sell in all countries and regions
other than the United States. The adviser
will decide which investments to buy and sell
in the United States.
[arrow] The subadviser uses a value-oriented approach
in selecting investments. The adviser uses a
growth-oriented approach in selecting
investments.
[arrow] Up to 35% of the fund's assets may be
invested in fixed income securities such as
corporate and government notes and bonds. Up
to 5% of the fund's assets can be invested in
high-yield securities ("junk bonds"). The
rest must be invested in investment grade
securities.
[arrow] The fund may invest in small companies as
well as larger companies.
[arrow] The fund may invest in companies in foreign
countries with developed markets and
countries with "emerging markets."
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<PAGE>
Principal Risks
If you invest in this fund, you risk that you may
lose your investment.
The fund will seek to increase the value of your
shares by investing in securities the adviser or
subadviser expect to increase in value. Most of
the fund's investments will be in common stocks
and other equity investments. Conditions affecting
the overall economy, specific industries or
companies in which the fund invests can be worse
than expected. As a result, the value of your
shares may decrease. Increases in interest rates
affecting the global economy, particular
industries or specific companies can cause fixed
income investments that the fund may own to
decline in value. This, too, can cause your share
value to decrease.
Unlike many other mutual funds, this fund may make
significant investments in companies in foreign
countries and in foreign governments, including
some "emerging market" countries (those with
markets that are not fully developed). Political
and economic uncertainty as well as relatively
less public information about investments may
negatively impact the fund's portfolio. 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. Emerging market countries
and companies doing business in emerging markets
may not have the same range of opportunities as
countries and their companies in developed
nations. They may also have more obstacles to
financial success.
This fund may also invest in small companies as
well as larger companies. Smaller companies,
regardless of their location, may be affected to a
greater extent than larger companies by changes in
general economic conditions and conditions in
particular industries. Smaller companies may also
be relatively new and not have the same operating
history and "track record" as larger companies.
This could make future performance of smaller
companies more difficult to predict.
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<PAGE>
Performance Tables
The bar chart below provides an indication of the
risks of investing in the Phoenix-Aberdeen
Worldwide Opportunities Fund by showing 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 Class A Shares average annual
returns for one, five and ten years 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.
Worldwide Opportunities Fund
[Tabular representation of bar chart]
<TABLE>
<CAPTION>
Calendar Year
-------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Return (%) 11.1 9.1 (22.7) 24.5 3.2 37.8 0.0 15.1 15.0 14.1
</TABLE>
(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 16.61% (quarter ending March 31, 1991)
and the lowest return for a quarter was -19.72% (quarter ending
September 30, 1990). Year to date performance (through
September 30, 1998) was 10.07%.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/97)(1) One Year Five Years Ten Years Life of the Fund(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares 8.66% 14.67% 9.07% 8.92%
- ---------------------------------------------------------------------------------------------------------
Class B Shares 9.43% N/A N/A 11.09%
- ---------------------------------------------------------------------------------------------------------
Class C Shares(3) N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------
MSCI World(4) 15.76% 15.34% 10.56% N/A
- ---------------------------------------------------------------------------------------------------------
</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 A Shares since May 13, 1960 and Class B Shares since
July 15, 1994.
(3) Class C Shares will be offered as of the effective date of
this prospectus.
(4) The Morgan Stanley Capital International World (net) Index
(MSCI World) is an unmanaged index calculated as an
arithmetical average weighted by the market value of
approximately 1,600 companies listed on stock exchanges in 23
countries, including the U.S. and Canada. The index does not
reflect any sales charges or fees but does include the effect
of foreign tax withholding.
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<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(b)
-------- -------- ---------
<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 None 5%(a) 1% during the
percentage of the lesser of the value redeemed or first year
the amount invested)
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(b)
-------- -------- ---------
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management Fees 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(c) 0.25% 1.00% 1.00%
Other Expenses 0.42% 0.42% 0.42%
---- -------- ----
Total Annual Fund Operating Expenses 1.42% 2.17% 2.17%
==== ======== ====
</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) Class C Shares will be offered as of the effective date of
this prospectus.
(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:
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<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- ----------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $613 $903 $1,214 $2,096
- ----------------------------------------------------------
Class B $620 $879 $1,164 $2,313
- ----------------------------------------------------------
Class C $320 $679 $1,164 $2,503
- ----------------------------------------------------------
</TABLE>
You would pay the following expenses if you did
not redeem your shares:
<TABLE>
<CAPTION>
- ----------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- ----------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $613 $903 $1,214 $2,096
- ----------------------------------------------------------
Class B $220 $679 $1,164 $2,313
- ----------------------------------------------------------
Class C $220 $679 $1,164 $2,503
- ----------------------------------------------------------
</TABLE>
Investment Strategies
- --------------------------------------------------
Investment Objective
The fund's investment objective is capital
appreciation. Income distribution (yield) will not
be a factor. There is no guarantee that the fund
will achieve its investment objective.
Principal Investment Strategies
The fund invests in a diversified portfolio of
securities of domestic and non-U.S. issuers,
including companies, governments, governmental
agencies and international organizations. The fund
may invest in any region of the world. Under
normal circumstances, the fund will invest at
least 65% of its total assets in the securities of
issuers located in at least three different
countries, one of which will be the United States.
The fund employs an adviser, Phoenix Investment
Counsel, Inc., to select securities of U.S.
issuers, and a subadviser, Aberdeen Fund Managers,
Inc., to select securities of all other issuers.
Each month the subadviser's investment strategy
committee determines how much (what percentage) of
the fund's assets will be invested in each region
of the world (e.g., continental Europe, United
Kingdom, Asia, etc.). The adviser will invest the
amount allocated for investment in the United
States. The subadviser invests all other amounts.
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<PAGE>
The fund will invest at least 65% of its assets in
common stocks. The fund may also invest in other
equity securities including preferred stocks,
securities convertible into common stocks,
warrants and rights to purchase common stock. The
adviser uses a top down/bottom up, growth-oriented
stock selection process. The subadviser uses a
bottom up, value-oriented process that selects
companies that exhibit growth in recurring
earnings, clean balance sheets, strong management,
clear and credible business vision and a history
of fair treatment of minority shareholders. The
fund may invest in securities of issuers of any
size, in countries with developed markets and
countries with emerging markets.
The fund may also invest up to 35% of its assets
in non-convertible fixed-income securities of U.S.
and non-U.S. issuers (described below) when the
adviser or subadviser feels that such securities
are appropriate for the achievement of the fund's
investment objective. Market values of
fixed-income securities typically move in the
opposite direction from changes in interest rates.
Therefore, investing in fixed-income securities
can provide an opportunity for capital
appreciation when interest rates are expected to
decline.
The non-convertible fixed-income securities
referred to above may consist of:
o corporate notes, bonds and debentures of U.S.
issuers that are rated high grade (i.e., rated
within the three highest rating categories by
a nationally recognized statistical rating
organization) or, if unrated, are considered
by the fund's adviser to be of comparable
quality;
o corporate notes, bonds, debentures and other
securities (such as Euro-currency instruments)
of non-U.S. issuers that are rated within the
three highest rating categories of rating
services or, if unrated, are deemed by the
fund's subadviser to be of comparable credit
quality;
o Treasury bills, notes and bonds issued by the
United States Government or related agencies;
and
o securities issued by foreign governments and
supranational agencies (such as the World
Bank).
The fund may invest up to 5% of its net assets in
fixed-income securities rated below investment
grade (commonly referred to as "junk bonds").
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Temporary defensive strategy: if the adviser or
subadviser believes that market conditions are not
favorable to the fund's principal strategies, the
fund may invest without limit in U.S. government
securities and in money market instruments. When
this happens, the fund may not achieve its
investment objective.
Risks Related to Investment Strategies
- -------------------------------------------------------------------
General
The fund's focus is capital appreciation. The
adviser and subadviser intend to invest fund
assets so that your shares increase in value.
However, the value of the fund's investments that
support 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.
The value of the fund's investments can decrease
for a number of reasons. For example, changing
economic conditions may cause a decline in the
value of many or even most equity and fixed income
investments. Particular industries can face poor
markets for their products or services so that
companies engaged in those businesses do not do as
well as companies in other industries. Interest
rate changes may improve prospects for certain
types of businesses and they may worsen prospects
for others. To the extent that the fund's
investments are affected by general economic
declines, declines in industries, and interest
rate changes that negatively affect the companies
in which the fund invests, fund share values may
decline. Share values can also decline if the
specific companies selected for fund investment
fail to perform as the adviser or subadviser
expects, regardless of general economic trends,
industry trends, interest rates and other economic
factors.
In addition to these general risks of investing in
the fund, there are several specific risks of
investing in the fund that you should note.
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<PAGE>
Foreign Investing
The fund will invest in non-U.S. companies.
Investing in the securities of non-U.S. companies
involves special risks and considerations not
typically associated with investing in U.S.
companies. These include:
[arrow] differences in accounting, auditing and
financial reporting standards,
[arrow] generally higher commission rates on foreign
portfolio transactions,
[arrow] differences and inefficiencies in transaction
settlement systems,
[arrow] the possibility of expropriation or
confiscatory taxation,
[arrow] adverse changes in investment or exchange
control regulations,
[arrow] political instability, and
[arrow] potential restrictions on the flow of
international capital.
Political and economic uncertainty as well as
relatively less public information about
investments may negatively impact the fund's
portfolio.
Foreign securities often trade with less frequency
and volume than domestic securities and therefore
may exhibit greater price volatility.
Additionally, dividends and interest payable on
foreign securities may be subject to foreign taxes
withheld prior to receipt by the fund.
Many of the foreign securities held by the fund
will not be registered with, nor will the issuers
of those securities be subject to the reporting
requirements of, the U.S. Securities and Exchange
Commission. Accordingly, there may be less
publicly available information about the
securities and about the foreign company or
government issuing them than is available about a
domestic company or government entity. Moreover,
individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate
of inflation, capital reinvestment, resource
self-sufficiency and balance of payment positions.
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<PAGE>
Foreign Currency
Significant portions of the fund's assets may be
invested in securities denominated in foreign
currencies. Changes in foreign exchange rates will
affect the value of those securities denominated
or quoted in currencies other than the U.S.
dollar. The forces of supply and demand in the
foreign exchange markets determine exchange rates
and these forces are in turn affected by a range
of economic, political, financial, governmental
and other factors. Exchange rate fluctuations can
affect the fund's net asset value (share price)
and dividends either positively or negatively
depending upon whether foreign currencies are
appreciating or depreciating in value relative to
the U.S. dollar. Exchange rates fluctuate over
both the short and long terms.
Effective January 1, 1999, eleven European
countries will begin converting from their
sovereign currency to the European Union common
currency called the "Euro." This conversion may
expose the fund to certain risks including the
reliability and timely reporting of pricing
information of the fund's portfolio holdings. In
addition, one or more of the following may
adversely affect specific securities in the fund's
portfolio:
[arrow] known trends or uncertainties related to the
Euro conversion that an issuer reasonably
expects will have a material impact on
revenues, expenses or income from its
operations;
[arrow] competitive implications of increased price
transparency of European Union markets
(including labor markets) resulting from
adoption of a common currency and issuers'
plans for pricing their own products and
services in the Euro;
[arrow] issuers' ability to make required information
technology updates on a timely basis, and
costs associated with the conversion
(including costs of dual currency operations
through January 1, 2002);
[arrow] currency exchange rate risk and derivatives
exposure (including the disappearance of
price sources, such as certain interest rate
indices); and
[arrow] potential tax consequences.
The subadviser does not expect to invest in any
securities that may be adversely affected by the
conversion to the Euro.
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Emerging Market Investing
The fund may invest in companies located in
emerging market countries and regions. Investment
in less-developed countries whose markets are
still emerging generally presents 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 of foreign
investments may be required under certain
circumstances in some developing countries, and
the extent of foreign investment in domestic
companies may be subject to limitation in other
developing countries. The charters of individual
companies in developing countries may impose
limitations on foreign ownership to prevent, among
other concerns, violation of foreign investment
limitations.
The economies of developing countries generally
are heavily dependent upon international trade
and, accordingly, have been and may continue to be
adversely affected by trade barriers, exchange
controls, managed adjustments in relative currency
values and other protectionist measures imposed or
negotiated by the countries with which they trade.
These economies also have been (and may continue
to be) adversely affected by economic conditions
in the countries with which they trade.
Small Market Capitalization Investing
The fund may invest in large and small companies
throughout the world. Companies with small
capitalization are often companies with a limited
operating history or companies in industries which
have recently emerged due to cultural, economic,
regulatory or technological developments. Such
developments can have a significant positive or
negative effect on small capitalization companies
and their stock performance. Given the limited
operating history and rapidly changing fundamental
prospects, investment returns from smaller
capitalization companies can be highly volatile.
Smaller companies may find their ability to raise
capital impaired by their size or lack of
operating history. 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.
Mutual Fund Investing
The fund may invest in other mutual funds to take
advantage of investment opportunities in certain
countries where the fund otherwise would not be
able to invest or where the size of a fund
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<PAGE>
investment in any particular country would be too
small. The fund may invest up to 10% of its assets
in the shares of other mutual funds, however the
fund will not invest more than 5% of its assets in
any one mutual fund. When the fund purchases
shares of another mutual fund the assets invested
in the other mutual fund incur a layering of
expenses including operating costs, advisory fees,
and administrative fees that you indirectly bear.
Impact of the Year 2000 Issue on Fund Investments
The Year 2000 issue is the result of computer
programs being written using two rather than four
digits to define the applicable year. There is the
possibility that some or all of a company's
computer programs that have date-sensitive
software may recognize a date using "00" as the
year 1900 rather than the year 2000. If a company
whose securities are held by the fund does not
"fix" its Year 2000 issue, it is possible that its
operations and financial results would be hurt.
Also, the cost of modifying computer programs to
become Year 2000 compliant may hurt the financial
performance and market price of companies whose
securities are held by the fund.
Management of the Fund
- ---------------------------------------------------
The Advisers
Phoenix Investment Counsel, Inc. ("Phoenix") is
the investment adviser to the fund and is located
at 56 Prospect Street, Hartford, CT 06115. Phoenix
also acts as the investment adviser for 14 other
mutual funds, as subadviser to three additional
mutual funds and as adviser to institutional
clients. As of September 30, 1998, Phoenix had
$21.3 billion in assets under management. Phoenix
has acted as an investment adviser for over sixty
years.
Aberdeen Fund Managers Inc. ("Aberdeen") is the
subadviser to the fund and is located at 1
Financial Plaza, Suite 2210, Fort Lauderdale, FL
33394. Aberdeen is a wholly-owned subsidiary of
Aberdeen Asset Management PLC based in Aberdeen,
Scotland. Together with its subsidiaries, Aberdeen
Asset Management PLC provides investment
management services to unit and investment trusts,
segregated pension funds and other institutional
and private portfolios, and through Aberdeen, U.S.
mutual funds. Aberdeen has served as subadviser
for the following mutual funds since their
inception in 1996: Phoenix-Aberdeen New Asia Fund,
Phoenix-
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Aberdeen Global Small Cap Fund and the Aberdeen
New Asia Series of The Phoenix Edge Series Fund.
As of September 30, 1998, Aberdeen Asset
Management PLC had $22.3 billion in assets under
management.
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 domestic portion of the fund's
portfolio. Aberdeen, as subadviser, is responsible
for the day-to-day management of the foreign
holdings of the fund. Both Phoenix and Aberdeen
manage the fund's assets to conform with the
investment policies as described in this
prospectus. The fund pays Phoenix a monthly
investment management fee that is accrued daily
against the value of the fund's net assets at the
following rates.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.75% 0.70% 0.65%
- -------------------------------------------------------------------------------------------
</TABLE>
Phoenix pays Aberdeen a fee for that portion of
the fund's net assets that are invested in
non-U.S. securities as follows.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------
Subadvisory Fee 0.375% 0.35% 0.325%
- --------------------------------------------------------------------------------------------
</TABLE>
During the fund's last fiscal year, the fund paid
total management fees of $1,278,505. The ratio of
management fees to average net assets for the
fiscal year ended June 30, 1998 was 0.75%. The
total advisory fee of 0.75% of the aggregate net
assets of the fund is greater than that for most
mutual funds; however, the Trustees have
determined that it is comparable to fees charged
by other mutual funds whose investment objectives
are similar to those of the fund. On June 1, 1998,
National Securities & Research Corporation
("National") assigned its investment management
agreement to Phoenix Investment Counsel, Inc.
Phoenix and National are subsidiaries of Phoenix
Investment Partners, Ltd. (formerly Phoenix Duff &
Phelps Corporation). Of the total management fees
paid by the fund during the last fiscal year,
National was paid $1,161,194 and Phoenix was paid
$117,311.
13 |
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<PAGE>
Portfolio Management
Aberdeen's senior strategy committee determines
and monitors the fund's regional allocations
across the globe on a monthly basis. An Aberdeen
team of investment professionals located in
offices spread around the world selects securities
for the foreign portion of the fund's portfolio.
At the same time, a Phoenix team of investment
professionals manages the U.S. portion of the
fund's portfolio.
Impact of the Year 2000 Issue on Fund Operations
The Trustees have directed management to ensure
that the systems used by service providers
(Phoenix and its affiliates) in support of the
fund's operations be assessed and brought into
Year 2000 compliance. Based upon preliminary
assessments, Phoenix has determined that it will
be required to modify or replace portions of its
software so that its computer systems will
properly utilize dates beyond December 31, 1999.
Phoenix management believes that the majority of
these systems are already Year 2000 compliant.
Phoenix believes that with modifications to
existing software and conversions to new software,
the Year 2000 issue will be mitigated. It is
anticipated that such modifications and
conversions will be completed on a timely basis.
It is not known at this time if there could be a
material impact on the operations of Phoenix or
its affiliates or the fund if such modifications
and conversions are not timely completed.
Phoenix will utilize both internal and external
resources to reprogram, or replace, and test the
software for Year 2000 modifications. Certain
systems are already in the process of being
converted due to previous initiatives and it is
expected that all core systems will be remediated
by December 31, 1998 and tested by June 1999. The
total cost to become Year 2000 compliant is not an
expense of the fund and is not expected to have a
material impact on the operating results of
Phoenix.
| 14
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<PAGE>
Pricing of Fund Shares
- ---------------------------------------------------
How is the Share Price determined?
The 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, the fund calculates net asset
value by:
[arrow] adding the values of all securities and other
assets of the fund,
[arrow] subtracting liabilities, and
[arrow] dividing by the total number of outstanding
shares of the fund.
Asset Value: The fund's investments are valued at
market value. If market quotations are not
available, the fund determines a "fair value" for
an investment according to rules and procedures
approved by the Trustees. Foreign and domestic
debt securities (other than short-term
investments) are valued on the basis of broker
quotations or valuations provided by a pricing
service approved by the Trustees when such prices
are believed to reflect the fair value of such
securities. Foreign and domestic equity securities
are valued at the last sale price or, if there has
been no sale that day, at the last bid price,
generally. Short-term investments having a
remaining maturity of sixty days or less are
valued at amortized cost, which the Trustees have
determined approximates market value.
Liabilities: Class specific expenses, distribution
fees, service fees and other liabilities are
deducted from 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's 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 the fund. The resulting amount for each
class is then divided by the number of shares
outstanding of that class to produce each class's
net asset value per share.
The net asset value per share of each class of the
fund is determined on days when the New York Stock
Exchange (the "NYSE") is open for trading as of
the close of trading (normally
15 |
|
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<PAGE>
4:00 PM eastern time). The fund will not calculate
its net asset values per share on days when the
NYSE is closed for trading. Trading of securities
held by the fund in foreign markets may negatively
or positively impact the value of such securities
on days when the fund neither trades securities
nor calculates its net asset values (i.e.,
weekends and certain holidays).
At what price are shares purchased?
All investments received by the fund's 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 fund's net asset value is calculated
following the dividend record date.
Sales Charges
- ------------------------------------------
What are the classes and how do they differ?
The fund presently offers three classes of shares
that have different sales and distribution charges
(see "Fund Expenses" previously in this
prospectus). The fund has adopted distribution and
service plans allowed under Rule 12b-1 of the
Investment Company Act of 1940 that authorize the
fund to pay distribution and service fees for the
sale of its shares and for services provided to
shareholders. The 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").
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.
| 16
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<PAGE>
Because distribution and service fees are paid out
of the fund's assets on an ongoing basis, over
time these fees will increase the cost of your
investment and may cost you more than paying other
types of sales charges.
Class A Shares. If you purchase Class A Shares,
you will pay a sales charge at the time of
purchase equal to 4.75% of the offering price
(4.99% of the amount invested). The sales charge
may be reduced or waived under certain conditions.
Class A Shares are not subject to any charges by
the fund when redeemed. Class A Shares have lower
distribution and service fees (0.25%) and pay
higher dividends than any other class.
Class B Shares. If you purchase Class B Shares,
you will not pay a sales charge at the time of
purchase. If you sell your Class B Shares within
the first 5 years after they are purchased, you
will pay a sales charge of up to 5% of your
shares' value. See "Deferred Sales Charge
Alternative--Class B and C Shares" below. This
charge declines to 0% over a period of 5 years and
may be waived under certain conditions. Class B
shares have higher distribution and service fees
(1.00%) and pay lower dividends than Class A
Shares. Class B Shares automatically convert to
Class A Shares eight years after purchase.
Purchases 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. If you purchase Class C Shares,
you will not pay a sales charge at the time of
purchase. If you sell your Class C Shares within
the first year after they are purchased, you will
pay a sales charge of 1%. See "Deferred Sales
Charge Alternative--Class B and C Shares" below.
Class C Shares have the same distribution and
service fees (1.00%) and pay comparable dividends
as Class B Shares. Class C Shares do not convert
to any other class of shares of the fund.
Initial Sales Charge Alternative--Class A Shares
The public offering price of Class A Shares is the
net asset value plus a sales charge that varies
depending on the size of your purchase (see "Class
A Shares--Reduced 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").
17 |
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<PAGE>
Sales Charge you may pay to purchase Class A
Shares
<TABLE>
<CAPTION>
Sales Charge as
a percentage of
------------------------------
Amount of Net
Transaction Offering Amount
at Offering Price Price Invested
------------------------------------------------------------
<S> <C> <C>
Under $50,000 4.75% 4.99%
$50,000 but under $100,000 4.50 4.71
$100,000 but under $250,000 3.50 3.63
$250,000 but under $500,000 3.00 3.09
$500,000 but under $1,000,000 2.00 2.04
$1,000,000 or more None None
</TABLE>
Deferred Sales Charge Alternative--
Class B and C Shares
Class B and C Shares are purchased without an
initial sales charge; however, shares sold within
a specified time period are subject to a declining
contingent deferred sales charge ("CDSC") at the
rates listed below. The sales charge will be
multiplied by the then current market value or the
initial cost of the shares being redeemed,
whichever is less. No sales charge will be imposed
on increases in net asset value or on shares
purchased through the reinvestment of income
dividends or capital gains distributions. To
minimize the sales charge, shares not subject to
any charge will be redeemed first, followed by
shares held the longest time. To calculate the
amount of shares owned and time period held, all
Class B Shares purchased in any month are
considered purchased on the last day of the
preceding month, and all Class C Shares are
considered purchased on the trade date.
Deferred Sales charge you may pay to sell Class B
Shares
Year 1 2 3 4 5 6+
--------------------------------------------------
CDSC 5% 4% 3% 2% 2% 0%
Deferred Sales charge you may pay to sell Class C
Shares
Year 1 2+
--------------------------------------------------
CDSC 1% 0%
| 18
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<PAGE>
Your Account
- -----------------------------------------
Opening an Account
Your financial advisor can assist you with your
initial purchase as well as all phases of your
investment program. If you are opening an account
by yourself, please follow the instructions
outlined below.
Step 1.
Your first choice will be the initial amount you
intend to invest.
Minimum initial investments:
[arrow] $25 for individual retirement accounts, or
accounts that use the systematic exchange
privilege, or accounts that use the
Investo-Matic program (see below for more
information on the Investo-Matic program).
[arrow] There is no initial dollar requirement for
defined contribution plans, profit-sharing
plans, or employee benefit plans. There is
also no minimum for reinvesting dividends and
capital gains into another account.
[arrow] $500 for all other accounts.
Minimum additional investments:
[arrow] $25 for any account.
[arrow] There is no minimum for defined contribution
plans, profit-sharing plans, or employee
benefit plans. There is also no minimum for
reinvesting dividends and capital gains into
an existing account.
Step 2.
Your second choice will be what class of shares to
buy. The fund offers three classes of shares for
individual investors. Each has different sales and
distribution charges. Because all future
investments in your account will be made in the
share class you choose when you open your account,
you should make your decision carefully. Your
financial advisor can help you pick the share
class that makes the most sense for your
situation.
19 |
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<PAGE>
Step 3.
Your next choice will be how you want to receive
any dividends and capital gain distributions. Your
options are:
[arrow] Receive both dividends and capital gain
distributions in additional shares
[arrow] Receive dividends in cash and capital gain
distributions in additional shares
[arrow] 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.
- ------------------------------------------------------------------------------------------------
Complete a New Account Application and send it with a check
Through the mail 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 1-800-243-1574 (press 1, then 0).
- ------------------------------------------------------------------------------------------------
Complete the appropriate section on the application and send it
By Investo-Matic 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 1-800-243-1574 (press 1, then 0).
- ------------------------------------------------------------------------------------------------
</TABLE>
How to Sell Shares
- -----------------------------------------------
You have the right to have the fund buy back
shares at the net asset value next determined
after receipt of a redemption order by the fund's
Transfer Agent or an authorized agent. In the case
of a Class B or C Share redemption, you will be
subject to the applicable deferred sales charge,
if any, for such shares. Subject to certain
restrictions, shares may be redeemed by telephone
or in writing. In
| 20
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<PAGE>
addition, shares may be sold through securities
dealers, brokers or agents who may charge
customary commissions or fees for their services.
The fund does 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>
- --------------------------------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.
- --------------------------------------------------------------------------------------------------
Send a letter of instruction and any share certificates (if you
hold certificate shares) to: State Street Bank, P.O. Box 8301,
Through the mail Boston, MA 02266-8301. Be sure to include the registered
owner's name, fund and account number, number of shares
or dollar value you wish to sell.
- --------------------------------------------------------------------------------------------------
For sales up to $50,000, requests can be made by calling
By telephone 1-800-243-1574.
- --------------------------------------------------------------------------------------------------
By telephone exchange Call us at 1-800-243-1574 (press 1, then 0).
- --------------------------------------------------------------------------------------------------
</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 fund. The 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
fund's 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 fund's
Transfer Agent at (800) 243-1574.
Redemptions by Mail
[arrow] Send a clear letter of instructions if all of
these apply:
21 |
|
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<PAGE>
o Your shares are registered individually,
jointly, or as custodian under the Uniform
Gifts to Minors Act or Uniform Transfers to
Minors Act.
o The proceeds do not exceed $50,000.
o The proceeds are payable to the registered
owner at the address on record.
[arrow] 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.
If you are selling shares held in a corporate or
fiduciary account, please contact the fund's
Transfer Agent at (800) 243-1574.
The signature on your request must be guaranteed
by an eligible guarantor institution as defined by
the fund's Transfer Agent in accordance with its
signature guarantee procedures. Currently, such
procedures generally permit guarantees by banks,
broker dealers, credit unions, national securities
exchanges, registered securities associations,
clearing agencies and savings associations.
Selling Shares by Telephone
The Transfer Agent will use reasonable procedures
to confirm that telephone instructions are
genuine. Address and bank account information are
verified, redemption instructions are taped, and
all redemptions are confirmed in writing.
The individual investor bears the risk from
instructions given by an unauthorized third party
that the Transfer Agent reasonably believed to be
genuine.
The Transfer Agent may modify or terminate the
telephone redemption privilege at any time with 60
days notice to shareholders.
During times of drastic economic or market
changes, telephone redemptions may be difficult to
make or temporarily suspended.
| 22
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<PAGE>
Account Policies
- ---------------------------------------------
Account Reinstatement Privilege
For 180 days after you sell your Class A, B, or C
Shares, you can purchase Class A Shares of any
fund at net asset value, with no sales charge, by
reinvesting all or part of your proceeds, but not
more. Send your written request to State Street
Bank, P.O. Box 8301, Boston, MA 02266-8301. You
can call us at 1-800-243-1574 for more
information.
Please remember, a redemption and reinvestment are
considered to be a sale and purchase for
tax-reporting purposes. Class B shareholders who
have had the contingent deferred sales charge
waived because they are in the Systematic
Withdrawal Program are not eligible for this
reinstatement privilege.
Redemption of Small Accounts
Due to the high cost of maintaining small
accounts, if your account balance is less than
$200, you may receive a notice requesting you to
bring the balance up to $200 within 60 days. If
you do not, the shares in the account will be sold
at net asset value, and a check will be mailed to
the address of record.
Exchange Privileges
You should read the prospectus carefully before
deciding to make an exchange. You can obtain a
prospectus from your financial advisor or by
calling us at 1-800-243-4361 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.
o Exchanges may be made by phone
(1-800-243-1574) or by mail (State Street
Bank, P.O. Box 8301, Boston, MA 02266-8301).
o The amount of the exchange must be equal to
the minimum initial investment required.
o The exchange of shares is treated as a sale
and purchase for federal income tax purposes.
o Because excessive trading can hurt fund
performance and harm other shareholders, the
fund reserves the right to temporarily or
permanently end exchange privileges or reject
an order from
23 |
|
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<PAGE>
anyone who appears to be attempting to time
the market, including investors who request
more than one exchange in any 30-day period.
The fund's underwriter has entered into
agreements with certain market timing firms
permitting them to exchange by telephone.
These privileges are limited, and the fund
distributor has the right to reject or suspend
them.
Retirement Plans
Shares of the fund 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 1-800-243-4361.
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, semi-annual or annual basis.
Shares of one Phoenix Fund will be exchanged for
shares of the same class of another fund at the
interval you select. To sign up, just complete the
Systematic Exchange Section on the application.
Telephone Exchange lets you exchange shares of one
fund for the same class of shares in another fund,
using our customer service telephone service. See
the Telephone Exchange Section on the application.
Systematic Withdrawal Program allows you to
periodically redeem a portion of your account on a
predetermined monthly, quarterly, semiannual, or
annual basis. Sufficient shares will be redeemed
on the 15th of the month at the closing net asset
value so that the payment is made about the 20th
of the month. The program also provides for
redemptions on or about the 10th, 15th, or 25th
with proceeds directed through Automated Clearing
House (ACH) to your bank. The minimum withdrawal
is $25.00, and minimum account balance
requirements continue. Shareholders in the program
must own fund shares worth at least $5,000.
| 24
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<PAGE>
Tax Status
- ---------------------------------------
The fund intends to continue to qualify annually
as a regulated investment company (mutual fund)
under Subchapter M of the Internal Revenue Code.
The fund also intends to annually distribute to
shareholders all of its net investment income and
net realized capital gains, after utilization of
any capital loss carryovers. If the fund continues
to qualify, it generally will not be subject to
federal income tax on the income it distributes.
The discussion below is based on the assumption
that the fund will continue to qualify as a
regulated investment company.
The fund will be subject to a nondeductible 4%
excise tax if it fails to meet certain annual
distribution requirements. In order to prevent
imposition of the excise tax, it may be necessary
for the fund to make distributions more frequently
than described in the previous paragraph.
Dividends and Distributions
The fund plans to make distributions from net
investment income semiannually, and to distribute
net realized capital gains, if any, at least
annually. 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 the fund as capital gain
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.
Backup Withholding
By law, 31% of fund distributions and any
redemption proceeds must be withheld if you have
not provided complete, correct taxpayer
identification number and certain required
certifications. The fund reserves the right to
refuse to open an account for any person failing
to provide the necessary taxpayer information.
25 |
|
|
<PAGE>
Financial Highlights
- -------------------------------------------------
This table is intended to help you understand the
fund's financial performance for the past five
years. Class C Shares are a new class of shares
and as such have no financial performance to
report as of the effective date of this
prospectus. 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 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
fund's financial statements, are included in the
fund's most recent Annual Report, which is
available upon request.
<TABLE>
<CAPTION>
Class A
----------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 10.75 $ 10.29 $ 9.04 $ 10.17 $ 8.00
Income from investment
operations:(5)
Net investment income (loss) 0.02 0.03(1) (0.02)(1) 0.01(1) 0.01
Net realized and unrealized gains 2.97 1.25 1.87 0.56 2.19
--------- ---------- --------- --------- --------
Total from investment operations 2.99 1.28 1.85 0.57 2.20
--------- ---------- --------- --------- --------
Less distributions:
Dividends from net investment
income (0.13 (0.04) -- -- (0.03)
Distributions from net realized gains (1.20 (0.78) (0.60) ( 1.37) --
In excess of net investment income (0.01 -- -- -- --
In excess of net realized gains -- -- -- ( 0.33) --
--------- ---------- --------- --------- --------
Total distributions (1.34 (0.82) (0.60) ( 1.70) (0.03)
--------- ---------- --------- --------- --------
Change in net asset value 1.65 0.46 1.25 ( 1.13) 2.17
--------- ---------- --------- --------- --------
Net asset value, end of period $ 12.40 $ 10.75 $ 10.29 $ 9.04 $ 10.17
========= ========== ========= ========= ========
Total return(2) 31.45% 13.40% 21.39% 6.53% 27.46%
Ratios/supplemental data:
Net assets, end of period (thousands) $ 183,188 $ 153,005 $ 146,052 $ 126,481 $118,707
Ratio to average net assets of:
Operating expenses 1.42% 1.53% 1.60% 1.80% 1.50%
Net investment income (loss) 0.21% 0.34% (0.19)% 0.16% 0.09%
Portfolio turnover 156% 234% 245% 277% 259%
<CAPTION>
Class B
-----------------------------------------------------------------
From
Inception
Year Ended June 30, 7/15/94
--------------------------------------------- to
1998 1997 1996 6/30/95
---- ---- ---- -----------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 10.53 $ 10.14 $ 8.98 $ 10.40
Income from investment
operations:(5)
Net investment income (loss) (0.06) (0.03)(1) (0.08)(1) (0.02)(1)
Net realized and unrealized gains 2.90 1.21 1.84 0.30
--------- --------- --------- -----------
Total from investment operations 2.84 1.18 1.76 0.28
--------- --------- --------- -----------
Less distributions:
Dividends from net investment
income (0.11) (0.01) -- --
Distributions from net realized gains (1.20) (0.78) (0.60) (1.37)
In excess of net investment income (0.02) -- -- --
In excess of net realized gains -- -- -- (0.33)
--------- --------- --------- -----------
Total distributions (1.33) (0.79) (0.60) (1.70)
--------- --------- --------- -----------
Change in net asset value 1.51 0.39 1.16 (1.42)
--------- --------- --------- -----------
Net asset value, end of period $ 12.04 $ 10.53 $ 10.14 $ 8.98
========= ========= ========= ===========
Total return(2) 30.61% 12.46% 20.50% 3.54%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) $ 10,855 $ 8,412 $ 5,709 $ 2,849
Ratio to average net assets of:
Operating expenses 2.17% 2.29% 2.34% 2.61%(4)
Net investment income (loss) (0.54)% (0.35)% (0.86)% (0.33)%(4)
Portfolio turnover 156% 234% 245% 277%
</TABLE>
------------------
(1) Computed using average shares outstanding.
(2) Sales charges are not reflected in the total return
calculation.
(3) Not annualized.
(4) Annualized.
(5) Distributions are made in accordance with the prospectus;
however, class level income per share from investment
operations may vary from anticipated results depending on
the timing of share purchases and redemptions.
| 26
|
|
<PAGE>
Additional Information
- ---------------------------------------------------
Statement of Additional Information
The fund has filed a Statement of Additional Information about the fund,
dated December 16, 1998 with the Securities and Exchange Commission. The
Statement contains more detailed information about the fund. 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 fund 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 or
[arrow] by writing to its Public Reference Section, Washington, DC 20549-6009
(a fee may be charged).
Information about the operation of the Public Reference Room may be
obtained by calling (800) SEC-0330.
Shareholder Reports
The fund semiannually mails to its shareholders detailed reports
containing information about the fund's investments. The fund's Annual
Report contains a detailed discussion of the market conditions and
investment strategies that significantly affected the fund's performance
from July 1 through June 30. You may request a free copy of the fund's
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
SEC File Nos. 2-16590 & 811-945
[LOGO] Printed on recycled paper using soybean ink
27 |
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<PAGE>
Phoenix Equity Planning Corporation Bulk Rate Mail
PO Box 2200 US Postage
Enfield CT 06083-2200 PAID
Springfield, MA
Permit No. 444
[LOGO] PHOENIX
INVESTMENT PARTNERS
<PAGE>
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
101 Munson Street
Greenfield, MA 01301
Statement of Additional Information
December 16, 1998
This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current prospectus of
Phoenix-Aberdeen Worldwide Opportunities Fund (the "Fund"), dated December 16,
1998, and should be read in conjunction with it. The Fund's prospectus may be
obtained by calling Phoenix Equity Planning Corporation ("Equity Planning") at
(800) 243-4361 or by writing to Equity Planning at 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE FUND ...................................... 1
INVESTMENT OBJECTIVE AND POLICIES ............. 1
INVESTMENT RESTRICTIONS ....................... 1
PERFORMANCE INFORMATION ....................... 4
PORTFOLIO TRANSACTIONS AND BROKERAGE .......... 5
SERVICES OF THE ADVISER ....................... 6
NET ASSET VALUE ............................... 8
HOW TO BUY SHARES ............................. 8
INVESTOR ACCOUNT SERVICES ..................... 10
REDEMPTION OF SHARES .......................... 11
DIVIDENDS, DISTRIBUTIONS AND TAXES ............ 12
TAX SHELTERED RETIREMENT PLANS ................ 14
THE DISTRIBUTOR ............................... 14
DISTRIBUTION PLANS ............................ 15
MANAGEMENT OF THE FUND ........................ 16
OTHER INFORMATION ............................. 22
</TABLE>
Customer Service: (800) 243-1574
Marketing: (800) 243-4361
Telephone Orders: (800) 367-5877
TTY: (800) 243-1926
PXP 691B (12/98)
<PAGE>
THE FUND
The Fund was originally incorporated in New York in 1956, and on January
13, 1992, the Fund was reorganized as a Massachusetts business trust. The Fund
has operated as an open-end, diversified management investment company since
May 1960. On June 30, 1993, the Trustees voted to change the name of the Fund
to "Phoenix Worldwide Opportunities Fund" to reflect the purchase of the former
adviser by Phoenix Home Life Mutual Insurance Company and the affiliation with
other Phoenix Funds. On November 18, 1998, the Trustees voted to change the
name of the Fund to "Phoenix-Aberdeen Worldwide Opportunities Fund."
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is capital appreciation. The Fund's
investment objective is a fundamental policy and may not be changed without
shareholder approval.
Under normal circumstances, at least 65% of the total assets of the Fund
will be invested in the securities of issuers located in at least three
different countries, one of which will be the United States. The Fund intends
to invest at least 65% of its total assets in common stocks. The Fund may
invest in other types of equity securities including preferred stocks,
securities convertible into common stocks, warrants and any rights to purchase
common stocks. The Fund may also invest up to 35% of its assets in
non-convertible fixed-income securities of U.S. and non-U.S. issuers (described
below) when the Adviser or Subadviser has determined that such securities are
appropriate for the achievement of the Fund's investment objective. Because the
market value of fixed-income securities can be expected to vary inversely to
changes in prevailing interest rates, investing in such fixed-income securities
can provide an opportunity for capital appreciation when interest rates are
expected to decline.
The non-convertible fixed-income securities referred to above will consist
of (1) corporate notes, bonds and debentures of U.S. issuers that are rated
high grade (i.e. within the three highest rating categories of Standard &
Poor's or Moody's Investors Service) or, if unrated, are deemed by the Adviser
or Subadviser to be of comparable quality to those securities that are rated
high grade, (2) corporate notes, bonds, debentures and other securities (such
as Euro-currency instruments) of non-U.S. issuers that are rated within the
three highest rating categories of rating services chosen by the Adviser or
Subadviser to rate foreign debt obligations or, if unrated, are deemed by the
Adviser or Subadviser to be of comparable credit quality to rated securities
that may be purchased and (3) Treasury bills, notes and bonds issued by the
United States Government or its agencies or instrumentalities and securities
issued by foreign governments and supranational agencies (such as World Bank).
The Fund may, for daily cash management purposes, invest in the
non-convertible fixed income securities described above or in high quality
money market securities. In addition, the Fund may invest, without limit, in
any combination of the U.S. Government securities and money market instruments
referred to above when, in the opinion of the Adviser or Subadviser, it is
determined that a temporary defensive position is warranted based upon current
market conditions. In such instances, the Fund will not be achieving its stated
investment objective.
The percentage of the Fund's assets invested in particular geographic
sectors will shift from time to time in accordance with the judgment of the
Subadviser.
Capital appreciation will more often than not be sought through long-term
holdings but the Fund may attempt to take advantage of apparent short-term
trends, and such operations will occasion more trading, and hence, more than
normal brokerage commissions and other expenses. Investments are selected for
the Fund in such proportions and amounts as deemed advisable, subject to the
investment restrictions set forth herein (see "Investment Restrictions"), in
accordance with the Adviser's or Subadviser's judgment of investment
opportunities and the general economic outlook.
INVESTMENT RESTRICTIONS
Fundamental Policies
The following investment restrictions are fundamental policies that cannot
be changed without the approval of the holders of a majority of the Fund's
outstanding voting securities (which means the lesser of (a) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
represented or (b) more than 50% of the outstanding shares).
The Fund may not:
1. Borrow money, except from a bank and then only if there is an asset
coverage of at least 300%; provided, however, that the Fund may not purchase
securities while outstanding borrowings exceed 5% of the Fund's total assets.
2. Underwrite the sale of securities of other issuers (but the Fund may be
deemed to be an underwriter in connection with any acquisition of restricted
securities).
3. Purchase or sell real estate.
4. Purchase or sell commodities or commodity contracts; provided, however,
that the terms commodities and commodity contracts shall not be deemed to
include (i) forward foreign currency exchange contracts (ii) futures contracts
on foreign currencies, (iii) options on futures contracts or (iv) options on
foreign currencies.
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5. Lend money, except in connection with the acquisition of a portion of
an issue of publicly distributed bonds, debentures or other corporate
obligations.
6. Issue senior securities except to the extent that it is permitted (a)
to borrow money from banks pursuant to the Fund's investment restriction
regarding the borrowing of money, and (b) to enter into transactions involving
forward foreign currency exchange contracts, foreign currency futures contracts
and options thereon, and options on foreign currencies as described in the
Fund's Prospectus and this Statement of Additional Information.
7. Invest more than 25% of its total assets in any one industry. For
purposes of this policy, foreign governments and supranational agencies shall
be deemed to be separate industries.
8. Make short sales unless at the time of the sale the Fund owns, or by
virtue of ownership of other securities, has the right to obtain, at least an
equal amount of the securities sold short.
9. Issue bonds, debentures, or senior equity securities.
10. Issue any of its securities other than for cash or securities
(including securities of which the Fund is the issuer), except as a dividend or
distribution or in connection with a reorganization.
11. Purchase securities on margin, except as may be permitted under the
Investment Company Act of 1940 (the "1940 Act"), and except that, for purposes
of this restriction, the deposit or payment of initial or variation margin in
connection with the entry into or use of futures contracts will not be deemed
to be a purchase of securities on margin.
12. Invest in companies for the purpose of exercising control or
management.
13. Invest in securities of other investment companies except to the extent
permitted by the 1940 Act.
Other Policies
The following investment restrictions do not constitute fundamental
policies and may, therefore, be changed without shareholder approval.
The Fund intends to comply with the Statement of Policy on investment
companies approved by certain state securities commissioners. Additional
investment restrictions currently imposed by the Statement of Policy are as
follows: The Fund will not:
1. Purchase any securities (excluding government securities) if by reason
thereof more than 5% of the Fund's total assets (taken at current value) would
then be invested in securities of a single issuer.
2. Purchase any securities if, as a result, the Fund would then have more
than 5% of its total assets (taken at current value) invested in securities of
companies (including their predecessors) with less than three years of
operating history.
3. Invest more than 5% of its total assets in puts, calls, straddles,
spreads, and/or any combination thereof.
4. Invest in interests in oil, gas, or other mineral exploration or
development programs.
5. Invest more than 15% of its net assets in illiquid securities,
comprised of assets which may not be sold or disposed of in the ordinary course
of business within seven days at approximately the value at which the Fund has
valued the investment.
In addition, the Fund has given undertakings to certain state securities
commissioners to the effect that (a) the Fund will not purchase warrants
(except warrants acquired by the Fund in units or attached to securities which
may be deemed to be without value) in amounts in excess of 5% of the Fund's net
assets, and (b) the Fund may purchase put or call options or combinations
thereof written by others, provided the aggregate premiums paid for all such
options held do not exceed 2% of the Fund's net assets.
Writing Covered Call Options
The Fund may write covered call option contracts, which are options on
securities that the Fund owns, if such options are listed on an organized
securities exchange and the Adviser determines that such activity is consistent
with the Fund's investment objective. A call option gives the purchaser of the
option the right to buy the underlying security from the writer at the exercise
price at any time prior to the expiration of the contract, regardless of the
market price of the security during the option period. The premium paid to the
writer is the consideration for undertaking the obligations under the option
contract. The writer forgoes the opportunity to profit from an increase in the
market price of the underlying security above the exercise price except insofar
as the premium represents such a profit. The writing of option contracts is a
highly specialized activity which involves investment techniques and risks
different from those ordinarily associated with investment companies, and the
restrictions listed above would tend to reduce such risks.
Securities for the Fund's portfolio will continue to be bought and sold on
the basis of investment considerations and appropriateness to the fulfillment
of the Fund's investment objective. In order to close out a position, the Fund
will normally make a "closing purchase transaction"--the purchase of a call
option on the same security with the same exercise price and expiration
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<PAGE>
date as the call option which it has previously written on any particular
security. When a security is sold from the Fund's portfolio, the Fund will
effect a closing purchase transaction so as to close out any existing call
option on that security.
Forward Foreign Currency Exchange Contracts
In order to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward foreign currency exchange contracts
("forward currency contracts") for the purchase or sale of a specified currency
at a specified future date. Such contracts may involve the purchase or sale of
a foreign currency against the U.S. dollar or may involve two foreign
currencies. The Fund may enter into forward currency contracts either with
respect to specific transactions or with respect to the Fund's portfolio
positions.
Futures Contracts on Foreign Currencies and Options on Futures Contracts
The Fund may engage in futures contracts on foreign currencies and options
on these futures transactions as a hedge against changes in the value of the
currencies to which the Fund is subject or to which the Fund expects to be
subject in connection with future purchases, in accordance with the rules and
regulations of the Commodity Futures Trading Commission (the "CFTC"). The Fund
also may engage in such transactions when they are economically appropriate for
the reduction of risks inherent in the ongoing management of the Fund.
The Fund may buy and sell futures contracts on foreign currencies and
groups of foreign currencies. The Fund will engage in transactions in only
those futures contracts and options thereon that are traded on a commodities
exchange or a board of trade. A "sale" of a futures contract means the
assumption of a contractual obligation to deliver the specified amount of
foreign currency at a specified price in a specified future month. A "purchase"
of a futures contract means the assumption of a contractual obligation to
acquire the currency called for by the contract at a specified price in a
specified future month. At the time a futures contract is purchased or sold,
the Fund must allocate cash or securities as a deposit payment (initial
margin). Thereafter, the futures contract is valued daily and the payment of
"variation margin" may be required, resulting in the Fund's providing or
receiving cash that reflects any decline or increase in the contract's value, a
process known as "marking to market".
Options on Foreign Currencies
The Fund may purchase and write put and call options on foreign currencies
traded on securities exchanges or boards of trade (foreign and domestic) for
hedging purposes in a manner similar to that in which forward currency
contracts and futures contracts on foreign currencies will be employed. Options
on foreign currencies are similar to options on stock, except that the Fund has
the right to take or make delivery of a specified amount of foreign currency,
rather than stock.
The Fund may purchase and write options to hedge the Fund's portfolio
securities denominated in foreign currencies. If there is a decline in the
dollar value of a foreign currency in which the Fund's portfolio securities are
denominated, the dollar value of such securities will decline even though
foreign currency value remains the same. See "Special Considerations and Risk
Factors." To hedge against the decline of the foreign currency, the Fund may
purchase put options on such foreign currency. If the value of the foreign
currency declines, the gain realized on the put option would offset, in whole
or in part, the adverse effect such decline would have on the value of the
portfolio securities. Alternatively, the Fund may write a call option on the
foreign currency. If the value of the foreign currency declines, the option
would not be exercised and the decline in the value of the portfolio securities
denominated in such foreign currency would be offset in part by the premium the
Fund received for the option.
If, on the other hand, the Adviser anticipates purchasing a foreign
security and also anticipates a rise in the value of such foreign currency
(thereby increasing the cost of such security), the Fund may purchase call
options on the foreign currency. The purchase of such options could offset, at
least partially, the effects of the adverse movements of the exchange rates.
Alternatively, the Fund could write a put option on the currency and, if the
exchange rates move as anticipated, the option would expire unexercised.
Segregated Accounts
At the time of purchase of a futures contract, option on futures contract
or forward foreign currency exchange 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 contract's market value
minus initial margin deposit will be deposited in a pledged account with the
Fund's custodian bank to fully collateralize the position.
Other Policies
The Fund is authorized to invest in the securities of other investment
companies subject to the limitations contained in the 1940 Act. In certain
countries, investments by the Fund may only be made through investments in
other investment companies that, in turn, are authorized to invest in the
securities that are issued in such countries. Investors should recognize that
the Fund's purchase of the securities of such other investment companies
results in the layering of expenses such that investors indirectly bear a
proportionate part of the expenses for such investment companies including
operating costs and investment advisory and administrative fees.
Special Considerations and Risk Factors
Investing in the securities of foreign companies involves special risks
and considerations not typically associated with investing in U.S. companies.
These include: differences in accounting, auditing and financial reporting
standards, generally higher
3
<PAGE>
commission rates on foreign portfolio transactions, the possibility of
expropriation or confiscatory taxation, adverse changes in investment or
exchange control regulations, political instability which could affect U.S.
investments in foreign countries, and potential restrictions on the flow of
international capital. Additionally, dividends payable on foreign securities
may be subject to foreign taxes withheld prior to distribution. Foreign
securities often trade with less frequency and volume than domestic securities
and therefore may exhibit greater price volatility, and changes in foreign
exchange rates will affect the value of those securities which are denominated
or quoted in securities which are denominated or quoted in currencies other
than the U.S. dollar. Many of the foreign securities held by the Fund will not
be registered with, nor the issuers thereof be subject to the reporting
requirements of, the U.S. Securities and Exchange Commission. Accordingly,
there may be less publicly available information about the securities and about
the foreign company or government issuing them than is available about a
domestic company or government entity. Moreover, individual foreign economies
may differ favorably or unfavorably for the United States economy in such
respects as growth of Gross National Product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payment positions.
The Fund's use of forward currency contracts involves certain investment
risks and transaction costs to which it might not otherwise be subject. These
include: (1) the Adviser may not always be able to accurately predict movements
within currency markets, (2) the skills and techniques needed to use forward
currency contracts are different from those needed to select the securities in
which the Fund invests and (3) there is no assurance that a liquid secondary
market will exist that would enable the Adviser to "close out" existing forward
contracts when doing so is desirable. The Fund's successful use of forward
currency contracts, options on foreign currencies, futures contracts on foreign
currencies and options on such contracts depends upon the Adviser's ability to
predict the direction of the market and political conditions, which require
different skills and techniques than predicting changes in the securities
markets generally. For instance, if the value of the securities being hedged
moves in a favorable direction, the advantage to the Fund would be wholly or
partially offset by a loss in the forward contracts or futures contracts.
Further, if the value of the securities being hedged does not change, the
Fund's net income would be less than if the Fund had not hedged since there are
transaction costs associated with the use of these investment practices.
These practices are subject to various additional risks. The correlation
between movements in the price of options and futures contracts and the price
of the currencies being hedged is imperfect. The use of these instruments will
hedge only the currency risks associated with investments in foreign currency
advances before it invests in securities denominated in such currency and the
currency market declines, the Fund might incur a loss on the futures contract.
The Fund's ability to establish and maintain positions will depend on market
liquidity. The ability of the Fund to close out a futures position or an option
depends upon a liquid secondary market. There is no assurance that liquid
secondary markets will exist for any particular futures contract or option at
any particular time.
The Fund may invest up to 5% of its net assets in fixed income securities
rated below investment grade (commonly referred to as "junk bonds"). Fixed
income securities rated below investment grade are deemed to be predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations. Fixed income
securities rated below investment grade may involve a substantial risk of
default or may be in default. Changes in economic conditions or developments
regarding the individual issuer are more likely to cause price volatility and
weaken the capacity of the issuers of such securities to make principal and
interest payments than is the case for higher grade debt securities. An
economic downturn affecting the issuer may result in an increased incidence of
default and a decline in prices of the issuer's lower-rated securities. The
market for fixed income securities rated below investment grade may be thinner
and less active than for higher-rated securities. The secondary market in which
fixed income securities rated below investment grade are traded is generally
less liquid than the market for higher grade debt securities.
PERFORMANCE INFORMATION
The Fund may, from time to time, include its total return in
advertisements, sales literature or reports to shareholders or prospective
investors. Performance information in advertisements and sales literature may
be expressed as a yield of a class of shares and as a total return of a class
of shares.
Standardized quotations of average annual total return for Class A, Class
B or Class C Shares will be expressed in terms of the average annual compounded
rate of return for a hypothetical investment in either Class A, Class B or
Class C Shares over periods of 1, 5 and 10 years or up to the life of the class
of shares), calculated for each class separately pursuant to the following
formula: P(1+T)n = ERV (where P = a hypothetical initial payment of $1,000, T =
the average annual total return, n = the number of years, and ERV = the ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
period). All total return figures reflect the deduction of a proportional share
of each Class's expenses (on an annual basis), deduction of the maximum initial
sales load in the case of Class A Shares and the maximum contingent deferred
sales charge applicable to a complete redemption of the investment in the case
of Class B and Class C Shares, and assume that all dividends and distributions
on Class A, Class B and Class C Shares are reinvested when paid.
Performance information for the Fund may be compared, in reports and
promotional literature, to: (i) the EAFE (Europe, Australia, and Far East)
Index, the MSCI World (Net) Index, the Europac Index, or other unmanaged
indices so that investors may compare the Fund's results with those of a group
of unmanaged securities widely regarded by investors as representative of the
securities markets
4
<PAGE>
in general; (ii) other groups of mutual funds tracked by Lipper Analytical
Services, Inc., a widely used independent research firm which ranks mutual
funds by overall performance, investment objectives, and assets, or tracked by
other services, companies, publications, or persons who rate or rank mutual
funds on overall performance or other criteria; and (iii) the Consumer Price
Index (measure for inflation) to assess the real rate of return from an
investment in the Fund. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions for administrative and
management costs and expenses.
The 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 Morningstar, Inc.
Additionally, the 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, 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 & Poor's The Outlook, and Personal Investor. The 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 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), Morgan Stanley Capital International World (net) Index, Consumer
Price Index, Lehman Brothers Corporate Index and Lehman Brothers T-Bond Index.
Advertisements, sales literature and other communications may contain
information about the Fund and Adviser's current investment strategies and
management style. Current strategies and style may change to allow the Fund to
respond quickly to changing market and economic conditions. From time to time
the Fund may include specific portfolio holdings or industries, in such
communications. To illustrate components of overall performance, the Fund 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 Fund's portfolio; or compare the Fund's equity or bond return
figures to well-known indices of market performance, including, but not limited
to: the S&P 500, Dow Jones Industrial Average, CS First Boston High Yield Index
and Salomon Brothers Corporate Bond and Government Bond Indices.
For the 1, 5 and 10 year periods ended June 30, 1998, the average annual
total return of the Class A Shares was 25.16%, 18.53% and 9.76%, respectively.
For the one year ended June 30, 1998 and, since inception, July 15, 1994 for
Class B Shares, the average annual total return was 26.61% and 16.20%,
respectively. Performance information reflects only the performance of a
hypothetical investment in each class during the particular time period on
which the calculations are based. Performance information should be considered
in light of the Fund's investment objectives and policies, characteristics and
quality of the portfolio, and the market condition during the given time
period, and should not be considered as a representation of what may be
achieved in the future.
The Fund may also compute aggregate total return for specified periods
based on a hypothetical Class A or Class B account with an assumed initial
investment of $10,000. The aggregate total return is determined by dividing the
net asset value of this account at the end of the specified period by the value
of the initial investment and is expressed as a percentage. Calculation of
aggregate total return reflects payment of the Class A Shares's maximum sales
charge of 4.75% and assumes reinvestment of all income dividends and capital
gain distributions during the period. Based on the foregoing, the Class A
Share's aggregate total return quotation for the period commencing May 13, 1960
and ending June 30, 1998 was 3,048%.
The Fund also may quote annual, average annual and annualized total return
and aggregate total return performance data, for both classes of shares of the
Fund, both as a percentage and as a dollar amount based on a hypothetical
$10,000 investment for various periods other than those noted above. Such data
will be computed as described above, except that (1) the rates of return
calculated will not be average annual rates, but rather, actual annual,
annualized or aggregate rates of return and (2) the maximum applicable sales
charge will not be included with respect to annual, annualized or aggregate
rate of return calculations.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Adviser places orders for the purchase and sale of securities,
supervises their execution and negotiates brokerage commissions on behalf of
the Fund. It is the practice of the Adviser to seek the best prices and
execution of orders and to negotiate brokerage commissions which in its opinion
are reasonable in relation to the value of the brokerage services provided by
the executing broker. Brokers who have executed orders for the Fund are asked
to quote a fair commission for their services. If the execution is satisfactory
and if the requested rate approximates rates currently being quoted by the
other brokers selected by the Adviser, the rate is deemed by the Adviser to be
reasonable. Brokers may ask for higher rates of commission if all or a portion
of the securities involved in the transaction are positioned by the broker, if
the broker believes it has brought the Fund an unusually favorable trading
opportunity, or if the broker regards its research services as being of
exceptional value. Payment of such commissions is authorized by the Adviser
after the transaction has been consummated. If the Adviser more than
occasionally differs with the broker's appraisal of opportunity or value, the
broker would not be selected to execute trades in the future.
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<PAGE>
The Adviser believes that the Fund benefits with a securities industry
comprised of many diverse firms and that the long-term interests of
shareholders of the Fund are best served by their brokerage policies which
include paying a fair commission rather than seeking to exploit their leverage
to force the lowest possible commission rate. The primary factors considered in
determining the firms to which brokerage orders are given are the Adviser's
appraisal of: the firm's ability to execute the order in the desired manner,
the value of research services provided by the firm, and the firm's attitudes
toward and interest in mutual funds in general including those managed and
sponsored by the Adviser. The Adviser does not offer or promise to any broker
an amount or percentage of brokerage commissions as an inducement or reward for
the sale of shares of the Fund. Over-the-counter purchases and sales are
transacted directly with principal market-makers except in those circumstances
where, in the opinion of the Adviser, better prices and executions are
available elsewhere. In the over-the-counter market, securities are usually
traded on a "net" basis with dealers acting as principal for their own accounts
without a stated commission, although the price of the security usually
contains a profit to the dealer. The Fund also expects that securities will be
purchased at times in underwritten offerings where the price includes a fixed
amount of compensation, usually referred to as the underwriter's concession or
discount. The foregoing discussion does not relate to 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 Fund.
In general terms, the nature of research services provided by brokers
encompasses statistical and background information, and forecasts and
interpretations with respect to U.S. and foreign economies, U.S. and foreign
money markets, fixed income markets and equity markets, specific industry
groups, and individual issues. Research services will vary from firm to firm,
with broadest coverage generally from the large full-line firms. Smaller firms
in general tend to provide information and interpretations on a smaller scale,
frequently with a regional emphasis. In addition, several firms monitor
federal, state, local, and foreign political developments. Many of the brokers
also provide access to outside consultants. The outside research assistance is
particularly useful to the Adviser's staff since the brokers, as a group, tend
to monitor a broader universe of securities and other matters than the
Adviser's staff can follow. In addition, it provides the Adviser with a diverse
perspective on financial markets. Research and investment information is
provided by these and other brokers at no cost to the Adviser and is available
for the benefit of other accounts advised by the Adviser and its affiliates and
not all of the information will be used in connection with the Fund. While this
information may be useful in varying degrees and may tend to reduce the
Adviser's expenses, it is not possible to estimate its value and in the opinion
of the Adviser it does not reduce the Adviser's expenses in a determinable
amount. The extent to which the Adviser makes use of statistical, research and
other services furnished by brokers is considered by the Adviser in the
allocation of brokerage business but there is no formula by which such business
is allocated. The Adviser does so in accordance with its judgment of the best
interests of the Fund and its shareholders.
The Fund 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 Fund. 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 Fund's participation in the transaction. If the
aggregated order is filled in its entirety, it shall be allocated among the
Adviser's accounts in accordance with the allocation order, and if the order is
partially filled, it shall be allocated pro rata based on the allocation order.
Notwithstanding the foregoing, the order may be allocated on a basis different
from that specified in the allocation order if all accounts of the Adviser
whose orders are allocated receive fair and equitable treatment and the reason
for such different allocation is explained in writing and is approved in
writing by the Adviser's compliance officer as soon as practicable after the
opening of the markets on the trading day following the day on which the order
is executed. If an aggregated order is partially filled and allocated on a
basis different from that specified in the allocation order, no account that is
benefited by such different allocation may intentionally and knowingly effect
any purchase or sale for a reasonable period following the execution of the
aggregated order that would result in it receiving or selling more shares than
the amount of shares it would have received or sold had the aggregated order
been completely filled. The Trustees will annually review these procedures or
as frequently as shall appear appropriate.
During the fiscal years ended June 30, 1996, 1997, and 1998, brokerage
commissions paid by the Fund totalled $1,279,610, $1,136,406 and $911,734,
respectively. Brokerage commissions of $729,387 were paid during the last
fiscal year on portfolio transactions aggregating $325,528,828 and executed by
brokers who provided research and other statistical and factual information.
SERVICES OF THE ADVISER
Effective June 1, 1998, National Securities & Research Corporation
("National") assigned its investment advisory contract to Phoenix Investment
Counsel, Inc. ("PIC"). PIC now serves as adviser for the Fund. National and PIC
are both subsidiaries of Phoenix Investment Partners, Ltd. (formerly Phoenix
Duff & Phelps Corporation) whose majority shareholder is Phoenix Home Life
Mutual Insurance Company ("Phoenix Home Life"). Phoenix Home Life's principal
place of business is located at One American Row, Hartford, Connecticut, where
it is engaged in the insurance and investment business.
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Phoenix Investment Partners, Ltd. is the 10th largest publicly traded
investment company in the nation, and has served investors for over 70 years.
It manages approximately $50 billion in assets through its seven investment
partners: Aberdeen Fund Managers, Inc. (Aberdeen) in Aberdeen, London,
Singapore and Fort Lauderdale; Duff & Phelps Investment Management Co. (Duff &
Phelps) in Chicago and Cleveland; Roger Engemann & Associates, Inc. (Engemann)
in Pasadena; Seneca Capital Management LLC (Seneca) in San Francisco; and
Phoenix Investment Counsel, Inc. (Goodwin, Hollister, and Oakhurst divisions)
in Hartford, Sarasota, and Scotts Valley, CA, respectively.
The Adviser provides certain services and facilities required to carry on
the day-to-day operations of the Fund (for which it receives a management fee)
other than the costs of printing and mailing proxy materials, reports and
notices to shareholders; outside legal and auditing accounting services,
regulatory filing fees and expenses of printing the Fund's registration
statements (but the Distributor purchases such copies of the Fund's
prospectuses and reports and communication to shareholders as it may require
for sales purposes), insurance expense, association membership dues, brokerage
fees, and taxes.
The current Management Agreement was approved by the Trustees of the Fund
on March 16, 1993 and by the shareholders of the Fund on May 7, 1993. The
Management Agreement became effective on May 14, 1993, and it will continue in
effect until lapsed or terminated. The Management Agreement will continue in
effect from year to year if specifically approved annually by a majority of the
Trustees who are not interested persons of the parties thereto, as defined in
the 1940 Act, and by either (a) the Trustees of the Fund or (b) the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act). The Agreement may be terminated without penalty at any time by the
Trustees or by a vote of a majority of the outstanding voting securities of the
Fund or by the Adviser upon 60 days' written notice and will automatically
terminate in the event of its "assignment" as defined in Section (2)(a)(4) of
the 1940 Act.
The Management Agreement provides that the Adviser is not liable for any
act or omission in the course of, or in connection with, rendering services
under the Agreement in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties under the Agreement.
The Agreement permits the Adviser to render services to others and to engage in
other activities.
As compensation for its services, the Adviser receives a fee, which is
accrued daily against the value of the Fund's net assets and is paid by the
Fund monthly. The fee is computed at an annual rate of 0.75% of the Fund's
average daily net assets of up to $1 billion, 0.70% of the Fund's average daily
net assets from $1 billion to $2 billion, and 0.65% of the Fund's average daily
net assets in excess of $2 billion. Total management fees for the fiscal years
ended June 30, 1996, 1997, and 1998 amounted to $1,037,386, $1,137,290 and
$1,278,505, respectively.
The Adviser makes its personnel available to serve as officers and
"interested" Trustees of the Fund. The Fund has not directly compensated any of
its officers or Trustees for services in such capacities except to pay fees to
the Trustees who are not otherwise affiliated with the Fund. The Fund
reimburses all Trustees for their out-of-pocket expenses. The Trustees of the
Fund are not prohibited from authorizing the payment of salaries to the
officers pursuant to the Management Agreement, including out-of-pocket
expenses, at some future time.
In addition to the management fee, expenses paid by the Fund include: fees
of Trustees who are not compensated by the Adviser, interest charges, taxes,
fees and commissions of every kind, including brokerage fees, expenses of
issuance, repurchase or redemption of shares, expenses of registering or
qualifying shares for sale (including the printing and filing of the Fund's
registration statements, reports and prospectuses excluding those copies used
for sales purposes which the Distributor purchases at printer's over-run cost),
accounting services fees, insurance expenses, association membership dues, all
charges of custodians, transfer agents, registrars, auditors and legal counsel,
expenses of preparing, printing and distributing all proxy material, reports
and notices to shareholders, and, all costs incident to the Fund's existence as
a Massachusetts business trust.
Philip R. McLoughlin, a Trustee and officer of the Fund, is also a
director of the Adviser. Michael E. Haylon and William R. Moyer, officers of
the Fund, are also directors and officers of the Adviser. G. Jeffrey Bohne,
Nancy G. Curtiss, William E. Keen, III, Leonard J. Saltiel, Thomas N. Steenburg
and Pierre G. Trinque, officers of the Fund, are also officers of the Adviser.
The Subadviser
Aberdeen Fund Managers Inc. ("Aberdeen") serves as sub-advisor for the
Fund. Aberdeen has been an investment advisor since 1995 and is a wholly-owned
subsidiary of Aberdeen Asset Management PLC which was established in 1983 to
provide investment management services to unit and investment trusts,
segregated pension funds and other institutional and private portfolios. As of
June 30, 1998 Aberdeen managed in excess of $286 million in assets for
institutional portfolios. Aberdeen's principal offices are located at 1
Financial Plaza, Suite 2210, Nations Bank Tower, Fort Lauderdale, Florida
33394. The address of Aberdeen Asset Management PLC is 10 Queens Terrace,
Aberdeen, Scotland AB101QG.
The Subadvisory Agreement provides that the advisor, PIC, will delegate to
Aberdeen the performance of certain of its investment management services under
the Management Agreement. Aberdeen will furnish at its own expense the office
facilities and personnel necessary to perform such services. For its services
as subadvisor, PIC will pay Aberdeen compensation at the annual rate of .375%
of the Fund's average daily net assets up to $1 billion, .35% of the Fund's
average daily net assets from $1 billion to $2 billion and
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.325% of the Fund's average daily net assets in excess of $2 billion. The
Subadvisory Agreement was approved by the Board of Trustees at its meeting on
May 27, 1998 and by shareholders at a meeting on October 27, 1998. It will
continue in effect thereafter only so long as its continuance has been
specifically approved at least annually by the Trustees, including a majority
of the disinterested Trustees.
NET ASSET VALUE
The net asset value per share of the 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,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Since the Fund does not price securities on
weekends or United States national holidays, the value of the Fund's foreign
assets may be significantly affected on days when the investor has no access to
the Fund. The net asset value per share of the Fund is determined by adding the
values of all securities and other assets of the Fund, subtracting liabilities,
and dividing by the total number of outstanding shares of the Fund. Assets and
liabilities are determined in accordance with generally accepted accounting
principles and applicable rules and regulations of the Securities and Exchange
Commission. The total liability allocated to a class, plus that class's
distribution fee and any other expenses allocated solely to that class, are
deducted from the proportionate interest of such class in the assets of the
Fund, and the resulting amount of each is divided by the number of shares of
that class outstanding to produce the net asset value per share.
A security that is listed or traded on more than one exchange is valued at
the quotation on the exchange determined to be the primary exchange for such
security by the Trustees or their delegates. Because of the need to obtain
prices as of the close of trading on various exchanges throughout the world,
the calculation of net asset value may not take place for the Fund which
invests in foreign securities contemporaneously with the determination of the
prices of the majority of the portfolio securities of the 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 the 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.
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 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. See
the Fund's current Prospectus for more information.
The Fund 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 Fund's behalf.
The Fund 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 Fund's net asset value next
computed after they are accepted by an authorized broker or the broker's
authorized designee.
Class A Shares -- Reduced Sales Charges
Investors choosing the initial sales charge alternative under certain
circumstances may be entitled to pay reduced sales charges. The circumstances
under which such investors may pay reduced sales charges are described below.
Qualified Purchasers. No sales charge will be imposed on sales of shares
to: (1) any trustee, director or officer of the Phoenix Funds, Phoenix-Engemann
Funds, Phoenix-Seneca Funds or other mutual funds advised, subadvised or
distributed by the Adviser, Distributor or any of their corporate affiliates
(an "Affiliated Phoenix Fund"); (2) any director or officer, or any full-time
employee or sales representative (who has acted as such for at least 90 days)
of the Adviser or of Equity Planning; (3) registered representatives and
employees of securities dealers with whom Equity Planning 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
Equity Planning; (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, Equity Planning and/or their corporate
affiliates; (8) any employee or agent who retires from Phoenix Home Life Mutual
Insurance Company or Equity Planning; (9) any account held in the name of a
qualified employee benefit plan, endowment fund or foundation if, on the date
of 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 Affiliated Phoenix 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,
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city, instrumentality, department, authority or agency prohibited by law from
paying a sales charge; (13) any fully matriculated student in a U.S. service
academy; (14) any unallocated accounts 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 Affiliated Phoenix Funds 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 Affiliated Phoenix Fund
purchase and that a sales charge was paid; or (16) any deferred compensation
plan established for the benefit of any Affiliated Phoenix Fund trustee or
director; provided that sales made to persons listed in (1) through (16) 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.
In addition, Class A shares purchased by the following investors are not
subject to any Class A sales charge: (1) 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, and (2)
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 those purchases; (3) clients of such
investment advisers or financial planners who buy shares for their own accounts
may also purchase shares without sales charge but only if their accounts are
linked to a master account of their investment adviser 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 these investors may
be charged a fee by the broker, agent or financial intermediary for purchasing
shares).
Combination Purchase Privilege. Purchases, either singly or in any
combination, of shares of the Fund or shares of any other Affiliated Phoenix
Fund, (including Class B Shares and excluding Money Market Fund Series Class A
Shares) if made at a single time by a single purchaser, will be combined for
the purpose of determining whether the total dollar amount of such purchases
entitles the purchaser to a reduced sales charge on any such purchases of Class
A Shares. Each purchase of Class A Shares will then be made at the public
offering price, as described in the then current Prospectus relating to such
shares, which at the time of such purchase is applicable to a single
transaction of the total dollar amount of all such purchases. The term "single
purchaser" includes an individual, or an individual, his spouse and their
children under the age of majority purchasing for his or their own account
(including an IRA account) including his or their own trust, commonly known as
a living trust; a trustee or other fiduciary purchasing for a single trust,
estate or single fiduciary account, although more than one beneficiary is
involved; multiple trusts or 403(b) plans for the same employer; multiple
accounts (up to 200) under a qualified employee benefit plan or administered by
a third party administrator; or 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 in record
in the name, or nominee name, of the entity placing the order.
Letter of Intent. Class A Shares or shares of any other Affiliated Phoenix
Fund (including Class B Shares and excluding Money Market Fund Series Class A
Shares) may be purchased by a "single purchaser" (as defined above) within a
period of thirteen months pursuant to a Letter of Intent, in the form provided
by Equity Planning, stating the investor's intention to invest in such shares
during such period an amount which, together with the value (at their maximum
offering prices on the date of the Letter) of the Class A Shares of the Fund or
Class A or Class B Shares of any other Affiliated Phoenix Fund then owned by
such investor, equals a specified dollar amount. Each purchase of shares made
pursuant to a Letter of Intent will be made at the public offering price, as
described in the then current Prospectus relating to such shares, which at the
time of purchase is applicable to a single transaction of the total dollar
amount specified in the Letter of Intent.
An investor's Letter of Intent is not a binding commitment of the investor
to purchase or a binding obligation of the Fund or Equity Planning to sell a
specified dollar amount of shares qualifying for a reduced sales charge.
Accordingly, out of an initial purchase (and subsequent purchases if
necessary), 5% of the dollar amount of purchases required to complete his
investment (valued at the purchase price thereof) is held in escrow in the form
of shares registered in the investor's name until completion of the investment,
at which time escrowed shares are deposited to the investor's account. If the
investor does not complete the investment and does not within 20 days after
written request by Equity Planning or the dealer pay the difference between the
sales charge on the dollar amount specified in his Letter of Intent and the
sales charge on the dollar amount of actual purchases, the difference will be
realized through the redemption of an appropriate number of the escrowed shares
and any remaining escrowed shares will be deposited to his account.
Right of Accumulation. "Single purchasers" (as defined above) may also
qualify for reduced sales charges based on the combined value of purchases of
either class of shares of the Fund, or any other Affiliated Phoenix Fund, made
over time. Reduced sales charges are offered to investors whose shares, in the
aggregate, are valued (i.e., the dollar amount of such purchases plus the then
current value (at the public offering price as described in the then current
prospectus relating to such shares) of shares of all Affiliated Phoenix Funds
owned) in excess of the threshold amounts described in the section entitled
"Initial Sales Charge Alternative--Class A Shares." To use this option, the
investor must supply sufficient information as to account registrations and
account numbers to permit verification that one or more of the purchases
qualifies for a reduced sales charge.
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Associations. A group or association may be treated as a "single
purchaser" and qualify for reduced initial sales charges under the Combination
Purchase Privilege and Right of Accumulation if the group or association (1)
has been in existence for at least six months; (2) has a legitimate purpose
other than to purchase mutual fund shares at a reduced sales charge; (3) gives
its endorsements or authorization to the investment program to facilitate
solicitation of the membership by the investment dealer, thus effecting
economies of sales effort; and (4) is not a group whose sole organizational
nexus is that the members are credit card holders of a company, policyholders
of an insurance company, customers of a bank or a broker-dealer or clients of
an investment adviser.
Class B and C Shares -- Waiver of Sales Charges
The contingent deferred sales charge is waived on redemptions of shares
(a) if redemption is made 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) if redemption is made within one year of disability, as defined in
Section 72(m)(7) of the Code; (c) in connection with mandatory distributions
upon reaching age 701/2 under any retirement plan qualified under Sections 401,
408 or 403(b) of the Code or any redemption resulting from the tax-free return
of an excess contribution to an IRA; (d) in connection with redemptions 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) in connection with the exercise of certain exchange
privileges among Class B or Class C Shares of the Fund and Class B or Class C
Shares of other Affiliated Phoenix Funds; (f) in connection with any direct
rollover transfer of shares from an established Affiliated Phoenix Fund
qualified plan into a Affiliated Phoenix Fund IRA by participants terminating
from the qualifying plan; and (g) in accordance with the terms specified under
the Systematic Withdrawal Program. If, upon the occurrence of a death as
outlined above, the account is transferred to an account registered in the name
of the deceased's estate, the contingent deferred sales charge 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 Class B Shares and be subject to the applicable contingent
deferred sales charge when redeemed.
Automatic Conversion of Class B Shares
Class B Shares of the Fund will automatically convert to Class A Shares
without a sales charge at the relative net asset values of each of the classes
after eight years from the acquisition of the Class B Shares, and as a result,
will thereafter be subject to the lower distribution and services fee under the
Class A Plan. 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. The purpose of the conversion feature is to relieve the holders of
Class B Shares that have been outstanding for a period of time sufficient for
the Distributor to have been compensated for distribution related expenses from
the burden of such distribution related expenses.
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
sub-account. Each time any Class B Shares in the shareholder's Fund account
(other than those in the sub-account) are converted to Class A Shares, an equal
pro rata portion of the Class B Shares in the sub-account will also be
converted to Class A Shares.
The conversion of Class B Shares to Class A Shares is subject to the
continuing availability of an opinion of counsel or a ruling from the Internal
Revenue Service ("IRS") to the effect: (i) that the conversion of shares does
not constitute a taxable event under federal income tax law; and (ii) the
assessment of higher distribution and services fees and transfer agency costs
with respect to Class B Shares does not result in dividends or distributions
constituting "preferential dividends" under the Code. The conversion of Class B
Shares to Class A Shares may be suspended if such an opinion or ruling is no
longer available. In that event, no further conversion of Class B Shares would
occur, and shares might continue to be subject to the higher distribution and
services fee for an indefinite period which may extend beyond the period ending
eight (8) years after the end of the month in which affected Class B Shares
were purchased. If the Fund were unable to obtain such assurances with respect
to the assessment of distribution and services fees and transfer agent costs
relative to the Class B Shares it might make additional distributions if doing
so would assist in complying with the Fund's general practice of distributing
sufficient income to reduce or eliminate U.S. federal taxes.
INVESTOR ACCOUNT SERVICES
The Fund offers accumulation plans, withdrawal plans and reinvestment and
exchange privileges. 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.
Exchanges
Under certain circumstances, shares of the Fund may be exchanged for
shares of the same class of 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
Series, Fund, 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
Affiliated Phoenix Fund, if currently offered. On exchanges with share classes
that carry a contingent deferred
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sales charge, the CDSC schedule of the original shares purchased continues to
apply. The exchange of shares is treated as a sale and purchase for federal
income tax purposes (see also "Dividends, Distributions and Taxes").
Systematic Exchanges. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same class of shares of another 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 Affiliated 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 Affiliated
Phoenix Funds 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.
REDEMPTION OF 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 Fund 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 after receipt of
the check. Redemptions by Class B and Class C shareholders will be subject to
the applicable deferred sales charge, if any. See the Fund's current Prospectus
for further information.
The Fund 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 Fund's behalf.
The Fund 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 Fund's net asset value 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
Due to the relatively high cost of maintaining small accounts, the Fund
reserves the right to redeem, at net asset value, the shares of any shareholder
whose account has a value, due to redemptions, of less than $200. Before the
Fund redeems these shares, the shareholder will be given notice that the value
of the shares in the account is less than the minimum amount and will be
allowed 30 days to make an additional investment in an amount which will
increase the value of the account to at least $200.
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 Fund redeem the shares. See the Fund's
current Prospectus for more information.
Telephone Redemptions
Shareholders may redeem by telephone up to $50,000 worth of their shares
held in book-entry form. See the Fund's current Prospectus for additional
information.
11
<PAGE>
Reinvestment Privilege
Shareholders who may have overlooked features of their investment at the
time they redeemed have the privilege of reinvesting their investment at net
asset value. See the Fund's current Prospectus for more information and
conditions attached to this privilege.
Redemption in Kind
To the extent consistent with state and federal law, the Fund may make
payment of the redemption price either in cash or in kind. However, the Fund
has 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 Fund at the beginning of
such period. This election has been made pursuant to Rule 18f-1 under the
Investment Company Act of 1940 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 Fund. A shareholder
receiving such securities would incur brokerage costs when selling the
securities.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund intends to remain qualified as a regulated investment company
under certain provisions of the Code. Under such provisions, the Fund will not
be subject to federal income tax on such part of its ordinary income and net
realized capital gains which it distributes to shareholders provided it meets
certain distribution requirements. To qualify for treatment as a regulated
investment company, the Fund generally must, among other things (a) derive in
each taxable year at least 90% of its gross income from (i) dividends, (ii)
interest, (iii) payments with respect to securities loans, (iv) gains from the
sale or other disposition of stock or securities or foreign currencies, and (v)
other income derived with respect to its business of investing in such stock,
securities or currencies; and (b) meet certain diversification requirements
imposed under the Code at the end of each quarter of the taxable year.
Dividends paid by the Fund will be taxable to shareholders as ordinary
income, except for (a) such portion as may exceed a shareholder's ratable share
of the Fund's earnings and profits, which excess will be applied against and
reduce the shareholder's cost or other tax basis for his shares, and (b)
amounts representing a distribution of net capital gains, if any, which are
designated by the Fund as capital gain distributions. If the amount described
in (a) above exceeds the shareholder's tax basis for his shares, the excess
over basis will be treated as gain from the sale or exchange of such shares.
The excess of any net long-term capital gains over net short-term capital
losses recognized and distributed by the Fund and designated by the Fund as a
capital gain distribution, will be taxable to shareholders as a long-term
capital gain regardless of the length of time a particular shareholder may have
held his shares in the Fund. Dividends and distributions are taxable as
described, whether received in cash or reinvested in additional shares of the
Fund.
Under certain circumstances, the sales charge incurred in acquiring shares
of the Fund may not be taken in account in determining the gain or loss on the
disposition of those shares. This rule applies where shares of the Fund are
disposed of within 90 days after the date on which they were acquired and new
shares of a regulated investment company are acquired without a sales charge or
at a reduced sales charge. In that case, the gain or loss realized on the
disposition will be determined by excluding from the tax basis of the shares
disposed all or a portion of the sales charge incurred in acquiring those
shares. This exclusion applies to the extent that the otherwise applicable
sales charge with respect to the newly acquired shares is reduced as a result
of the shareholder having incurred a sales charge initially. The portion of the
sales charge affected by this rule will be treated as a sales charge paid for
the new shares.
Distributions by the Fund reduce the net asset value of the Fund's shares.
Should a distribution reduce the net asset value of a share below a
shareholder's cost for the share, such a distribution nevertheless generally
would be taxable to the shareholder as ordinary income or long-term capital
gain, even though, from an investment standpoint, it may constitute a partial
return of capital. In particular, investors should be careful to consider the
tax implications of buying shares just prior to the declaration of a dividend
or distribution, but the dividend or distribution generally would be taxable to
them.
Some shareholders may be subject to withholding of federal income tax on
dividends and redemption payments from the Fund ("backup withholding") at the
rate of 31%. Corporate shareholders and certain other shareholders specified in
the Code generally are exempt from such backup withholding. Generally,
shareholders subject to backup withholding will be (i) those for whom a
certified taxpayer identification number is not on file with the Fund, (ii)
those about whom notification has been received (either by the shareholder or
the Fund) from the Internal Revenue Service that they are subject to backup
withholding or (iii) those who, to the Fund's knowledge, have furnished an
incorrect taxpayer identification number. Generally, to avoid backup
withholding, an investor must, at the time an account is opened, certify under
penalties of perjury that the taxpayer identification number furnished is
correct and that he or she is not subject to backup withholding.
It is anticipated that the Fund will receive dividends from its
investments, in which case dividends paid by the Fund from net investment
income may qualify for the 70% corporate dividends received deduction, but only
to the extent that such income is derived from dividends of domestic
corporations.
12
<PAGE>
The Code imposes a 4% nondeductible excise tax on a regulated investment
company, such as the Fund, if it does not distribute to its shareholders during
the calendar year an amount equal to at least 98% of the Fund's capital gains
net income for the 12-month period ending on October 31 of each calendar year.
In addition, an amount equal to any undistributed investment company taxable
income or capital gain net income from the previous calendar year must also be
distributed to avoid the excise tax. The excise tax is imposed on the amount by
which the regulated investment company does not meet the foregoing distribution
requirements. If the Fund has taxable income that would be subject to the
excise tax, the Fund generally intends to distribute such income so as to avoid
payment of the excise tax.
Under another provision of the Code, any dividend declared by the Fund to
shareholders of record in October, November, and December of any calendar year
and payable to shareholders of record on a specified date in such a month will
be deemed to have been received by, and will be taxable to shareholders as of
December 31 of such calendar year, provided that the dividend is actually paid
by the Fund before February 1 of the following year.
Based on the foregoing, the Fund's policy is to distribute to its
shareholders at least 90% of net investment company taxable income, as defined
above and in the Code, and any net realized capital gains for each year and,
consistent therewith, to meet the distribution requirements of Part I of
subchapter m of the Code. The Fund intends to meet the other requirements of
Part I of subchapter m, including the requirements with respect to
diversification of assets and sources of income, so that the Fund will continue
to qualify as a regulated investment company.
Equity options written by the Fund (covered call options on portfolio
stock) will be subject to the provisions under Section 1234 of the Code. If the
Fund writes a call option, no gain is recognized upon its receipt of a premium.
If the option lapses or is closed out, any gain or loss is treated as a
short-term capital gain or loss. If a call option is exercised, any resulting
gain or loss is a short-term or long-term capital gain or loss depending on the
holding period of the underlying stock.
Many futures contracts entered into by the Fund and all listed non-equity
options written or purchased by the Fund (including covered call options
written on debt securities and options written or purchased on futures
contracts) will be governed by Section 1256 of the Code. Absent a tax election
to the contrary, gain or loss attributable to the lapse, exercise or closing
out of any such position will be treated as 60% long-term and 40% short-term
capital gain or loss, and on the last trading day of the Fund's fiscal year
(and, generally on October 31 for purposes of the 4% excise tax), all
outstanding Section 1256 positions will be marked to market (i.e. treated as if
such positions were closed out at their closing price on such day), with any
resulting gain or loss recognized as 60% long-term and 40% short-term capital
gain or loss. Under certain circumstances, entry into a futures contract to
sell a security may constitute a short sale for federal income tax purposes,
causing an adjustment in the holding period of the underlying security or a
substantially identical security in the Fund's portfolio.
Positions of the Fund which consist of at least one stock and at least one
stock option or other position with respect to a related security which
substantially diminishes the Fund's risk of loss with respect to such stock
could be treated as a "straddle" which is governed by Section 1092 of the Code,
the operation of which may cause deferral of losses, adjustments in the holding
periods of stock or securities and conversion of short-term capital losses into
long-term capital losses. An exception to these straddle rules exists for any
"qualified covered call options" on stock options written by the Fund.
If the Fund invests in stock of certain passive foreign investment
companies, the Fund may be subject to U.S. federal income taxation on a portion
of any "excess distribution" with respect to, or gain from the disposition of,
such stock. The tax would be determined by allocating such distribution or gain
ratably to each day of the Fund's holding period for the stock. The
distributions or gain so allocated to any taxable year of the Fund, other than
the taxable year of the excess distribution or disposition, would be taxed to
the Fund at the highest ordinary income rate in effect for such year, and the
tax would be further increased by an interest charge to reflect the value of
the tax deferral deemed to have resulted from the ownership of the foreign
company's stock. Any amount of distribution or gain allocated to the taxable
year of the distribution or disposition would be included in the Fund's
investment company taxable income and, accordingly, would not be taxable to the
Fund to the extent distributed by the Fund as a dividend to its shareholders.
The Fund may elect to mark to market (i.e., treat as if sold at their closing
market price on same day), its investments in passive foreign investment
companies and avoid any tax and or interest charge on excess distributions.
The foregoing discussion of U.S. federal income tax law relates solely to
the application of that law to U.S. persons, i.e., U.S. citizens and residents
and U.S. corporations, partnerships, trusts and estates. Each shareholder who
is not a U.S. person should consider the U.S. and foreign tax consequences of
ownership of shares of the Fund, including the possibility that such a
shareholder may be subject to a U.S. withholding tax at a rate of 31% (or at a
lower rate under an applicable income tax treaty) on amounts constituting
ordinary income received by him or her, where such amounts are treated as
income from U.S. sources under the Code.
The Fund furnishes all shareholders, within 31 days after the end of the
calendar year, with information which is required by the Internal Revenue
Service for preparing federal income tax returns. Investors are urged to
consult their attorney or tax adviser regarding specific questions as to
federal, foreign, state or local taxes.
13
<PAGE>
Important Notice Regarding Taxpayer IRS Certification
Pursuant to IRS Regulations, the Fund may be required to withhold 31% of
all reportable payments including any taxable dividends, capital gains
distributions or share redemption proceeds, for an account which does not have
a taxpayer identification number or social security number and certain required
certifications. The Fund reserves the right to refuse to open an account for
any person failing to provide a taxpayer identification number along with the
required certifications.
TAX SHELTERED RETIREMENT PLANS
Shares of the Fund and other Affiliated Phoenix Funds may be offered in
connection with employer-sponsored 401(k) plans. PIC and its affiliates may
provide administrative services to these plans and to their participants, in
addition to the services that PIC and its affiliates provide to the Phoenix
Funds, and receive compensation therefor. For information on the terms and
conditions applicable to employee participation in such plans, including
information on applicable plan administrative charges and expenses, prospective
investors should consult the plan documentation and employee enrollment
information which is available from participating employers.
THE DISTRIBUTOR
Phoenix Equity Planning Corporation, ("Equity Planning" or "Distributor"),
acts as the Distributor of the Fund and as such will conduct a continuous
offering pursuant to a "best efforts" arrangement requiring it to take and pay
for only such securities as may be sold to the public. Equity Planning is an
indirect less than wholly-owned subsidiary of Phoenix Home Life Mutual
Insurance Company and an affiliate of PIC. Shares of the Fund may be purchased
through investment dealers who have sales agreements with the Distributor.
During the fiscal years 1996, 1997, and 1998, purchasers of shares of the Fund
paid aggregate sales charges of $132,820, $111,630 and $115,136, respectively,
of which the Distributor received net commissions of $21,894, $32,104 and
$36,903, respectively, for its services, the balance being paid to dealers.
The Underwriting Agreement may be terminated at any time on not more than
60 days written notice, without payment of a penalty, by the Distributor, by
vote of a majority of the outstanding voting securities of the Fund, or by vote
of a majority of the Fund's Trustees who are not "interested persons" of the
Fund and who have no direct or indirect financial interest in the operation of
the Distribution Plans or in any related agreements. The Underwriting Agreement
will terminate automatically in the event of its assignment.
Dealers with whom the Distributor has entered into sales agreements
receive a discount or commission as set forth below.
<TABLE>
<CAPTION>
Dealer Discount
Sales Charge Sales Charge or Agency Fee
Amount of Transaction as Percentage as Percentage as Percentage of
at Offering Price of Offering Price of Amount Invested Offering Price
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 4.75% 4.99% 4.25%
$50,000 but under $100,000 4.50% 4.71% 4.00%
$100,000 but under $250,000 3.50% 3.63% 3.00%
$250,000 but under $500,000 3.00% 3.09% 2.75%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more None None None
</TABLE>
In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares and a sales commission of 1% of the sale price of
Class C Shares sold by such dealers. 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.
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. 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 sales
contests, 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, including investments by qualified employee
benefit plans, is
14
<PAGE>
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. Any
dealer who receives more than 90% of a sales charge may be deemed to be an
"underwriter" under the Securities Act of 1933.
Administrative Services
Equity Planning also acts as administrative agent of the Fund and as such
performs administrative, bookkeeping and pricing functions for the Fund. 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 to 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 Fund, at the following incremental
annual rates.
<TABLE>
<S> <C>
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%
</TABLE>
Percentage rates are applied to the aggregate daily net asset values of
the Fund. 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 June 30, 1998, Equity Planning received
$97,030.
DISTRIBUTION PLANS
The Fund has adopted separate amended and restated distribution plans
under Rule 12b-1 of the 1940 Act for each class of shares of the Fund (the
"Class A Plan," the "Class B Plan," the "Class C Plan," and collectively the
"Plans"). The Plans permit the Fund to reimburse the Distributor for expenses
incurred in connection with activities intended to promote the sale of shares
of each class of shares of the Fund and require the Fund to pay for the
furnishing of shareholder services.
Under the Class B and Class C Plans, the Fund may reimburse the
Distributor monthly for actual expense of the Distributor up to 0.75% of the
average daily net assets of the Fund's Class B and Class C Shares,
respectively. Expenditures under the Plans shall consist of: (i) commissions to
sales personnel for selling shares of the Fund (including underwriting fees and
financing expenses incurred in connection with the payment of commissions);
(ii) compensation, sales incentives and payments to sales, marketing and
service personnel; (iii) payments to broker-dealers and other financial
institutions which have entered into agreements with the Distributor in the
form of the Dealer Agreement for Phoenix Funds for services rendered in
connection with the sale and distribution of shares of the Fund; (iv) payment
of expenses incurred in sales and promotional activities, including advertising
expenditures related to the Fund; (v) the costs of preparing and distributing
promotional materials; (vi) the cost of printing the Fund's Prospectus and
Statement of Additional Information for distribution to potential investors;
and (vii) such other similar services that the Trustees of the Fund determine
are reasonably calculated to result in the sale of shares of the Fund. In
addition, the Fund shall pay the Distributor 0.25% annually of the average
daily net assets of the Fund for providing services to the shareholders,
including assistance in connection with inquiries related to shareholder
accounts (the "Service Fee").
From the Service Fee the Distributor expects to pay a quarterly fee to
qualifying broker/dealer firms, as compensation for providing personal services
and/or the maintenance of shareholder accounts, with respect to shares sold by
such firms. This fee will not exceed on an annual basis 0.25% of the average
annual net asset value of such shares, and will be in addition to sales charges
on Fund shares which are re-allowed 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.
In order to receive payments under the Plans, participants must meet such
qualifications to be established in the sole discretion of the Distributor,
such as services to the Fund's shareholders; or services providing the Fund
with more efficient methods of offering shares to coherent groups of clients,
members or prospects of a participant; or services permitting bulking of
purchases or sales, or transmission of such purchases or sales by computerized
tape or other electronic equipment; or other processing.
In addition to the amount paid to dealers pursuant to the sales charge
table in the section above, the Distributor may from time to time pay, from its
own resources or pursuant to the Plans, a bonus or other incentive to dealers
(other than the Distributor) which employ a registered representative who sells
a minimum dollar amount of the shares of the Fund during a specific period of
time.
15
<PAGE>
Such bonus or other incentive may take the form of payment for travel expenses,
including lodging, incurred in connection with trips taken by qualifying
registered representatives and members of their families to places within or
without the United States or other bonuses such as gift certificates or the
cash equivalent of such bonuses. The Distributor may, from time to time,
re-allow the entire portion of the sales charge on Class A Shares which it
normally retains to individual selling dealers. However, such additional
re-allowance 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.
For the fiscal year ended June 30, 1998 the Fund paid Rule 12b-1 Fees in
the amount of $494,443 of which the Distributor received $196,013, W.S.
Griffith & Co., an affiliate, received $13,032 and unaffiliated broker-dealers
received $285,398. The Rule 12b-1 payments were used for (1) compensation to
dealers ($353,361), (2) compensation to sales personnel ($172,649), (3)
advertising ($88,808), (4) service costs ($44,327), (5) printing and mailing of
prospectuses to other than current shareholders ($11,871) and (6) other
($35,251). The Distributor's expenses from selling and servicing Class B Shares
may be more than the payments received from contingent deferred sales charges
collected on redeemed shares and from the Fund under the Class B Plan. Those
expenses may be carried over and paid in future years. At June 30, 1998, the
end of the last Plan year, the Distributor had incurred unreimbursed expenses
under the Class B Plan of $354,718 (equal to 0.18% of the Fund's net assets)
which have been carried over into the present Class B Plan year.
On a quarterly basis, the Fund's Trustees review a report on expenditures
under the Plans and the purposes for which expenditures were made. The Trustees
conduct an additional, more extensive review annually in determining whether
the Plans will be continued. By their terms, continuation of the Plans from
year to year is contingent on annual approval by a majority of the Fund's
Trustees and by a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) and who have no direct or indirect financial interest
in the operation of the Plans or any related agreements (the "Plan Trustees").
The Plans provide that they may not be amended to increase materially the costs
which the Fund may bear pursuant to the Plans without approval of the
shareholders of the Fund and that other material amendments to the Plans must
be approved by a majority of the Plan Trustees by vote cast in person at a
meeting called for the purpose of considering such amendments. The Plans
further provide that while they are in effect, the selection and nomination of
Trustees who are not "interested persons" shall be committed to the discretion
of the Trustees who are not "interested persons". The Plans may be terminated
at any time by vote of a majority of the Plan Trustees or a majority of the
outstanding shares of the Fund. The Trustees have concluded that there is a
reasonable likelihood that the Plans will benefit the Fund and all classes of
shareholders.
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 FUND
The Trustees of the Fund are responsible for the overall supervision of
the operations of the Fund and perform the various duties imposed on Trustees
by the 1940 Act and Massachusetts business trust law.
Trustees and Officers
The following table sets forth information concerning the Trustees and
executive officers of the Fund, including their principal occupations during
the past five years. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115. The
Trustees and executive officers are listed below:
<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- ------------------------ ---------------- ------------------------------------------------------------
<S> <C> <C>
Robert Chesek (64) Trustee Trustee/Director (1981-present) and Chairman (1989-1994),
49 Old Post Road Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund and
Wethersfield, CT 06109 Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present). Vice President, Common Stock, Phoenix Home Life
Mutual Insurance Company (1980-1994). Director/Trustee, the
National Affiliated Investment Companies (until 1993).
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- --------------------------- --------------- ----------------------------------------------------------------
<S> <C> <C>
E. Virgil Conway (69) Trustee Chairman, Metropolitan Transportation Authority (1992-
9 Rittenhouse Road present). Trustee/Director, Consolidated Edison Company of
Bronxville, NY 10708 New York, Inc. (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), Accuhealth (1994-present), Trism, Inc. (1994-
present), Realty Foundation of New York (1972-present), New
York Housing Partnership Development Corp. (Chairman)
(1981-present) and Fund Directions (Advisory Director)
(1993-present). Director/Trustee, Phoenix Funds (1993-
present). Trustee, Phoenix-Aberdeen Series Fund and Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc. and
Duff & Phelps Utility and Corporate Bond Trust Inc. (1995-
present). Member, Audit Committee of the City of New York
(1981-1996). Advisory Director, Blackrock Fannie Mae
Mortgage Securities Fund (1989-1996). Member (1990-1995),
Chairman (1992-1995), Financial Accounting Standards
Advisory Council. Director/Trustee, the National Affiliated
Investment Companies (until 1993).
Harry Dalzell-Payne (69) Trustee Director/Trustee, Phoenix Funds (1983-present). Trustee,
330 East 39th Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Apartment 29G Institutional Mutual Funds (1996-present). Director, Duff &
New York, NY 10016 Phelps Utilities Tax-Free Income Inc. and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1995-present). Director,
Farragut Mortgage Co., Inc. (1991-1994). Director/Trustee, the
National Affiliated Investment Companies (1983-1993).
Formerly a Major General of the British Army.
*Francis E. Jeffries (68) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
6585 Nicholas Blvd. Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Apt. 1601 Institutional Mutual Funds (1996-present). Director, Duff &
Naples, FL 33963 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. (59) Trustee Chairman and Chief Executive Officer, Carson Products
Chairman and Chief Company (1995-present). Director/Trustee, Phoenix Funds
Executive Officer (1980-present). Trustee, Phoenix-Aberdeen Series Fund and
Carson Product Company Phoenix Duff & Phelps Institutional Mutual Funds (1996-
64 Ross Road present). Director, Equifax Corp. (1991-present) and
Savannah, GA 30750 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. President, Morehouse College
(1987-1994). Chairman and Chief Executive Officer, Keith
Ventures (1992-1994). Director/Trustee, the National Affiliated
Investment Companies (until 1993).
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- ---------------------------- --------------- -----------------------------------------------------------------
<S> <C> <C>
*Philip R. McLoughlin (52) Trustee and Chairman (1997-present), Director (1995-present), Vice
President Chairman (1995-1997) and 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). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990- present), Phoenix Equity
Planning Corporation. Director (1993-present), Chairman (1993-
present) and Chief Executive Officer (1993-1995), National
Securities & Research Corporation. Director, Phoenix Realty
Group, Inc. (1994-present), Phoenix Realty Advisors, Inc. (1987-
present), Phoenix Realty Investors, Inc. (1994-present), Phoenix
Realty Securities, Inc. (1994-present), PXRE Corporation
(Delaware) (1985-present), and World Trust Fund (1991-present).
Director and Executive Vice President, Phoenix Life and Annuity
Company (1996-present). Director and Executive Vice President,
PHL Variable Insurance Company (1995-present). Director,
Phoenix Charter Oak Trust Company (1996-present). Director
and Vice President, PM Holdings, Inc. (1985-present). Director,
PHL Associates, Inc. (1995-present). Director and President,
Phoenix Securities Group, Inc. (1993-1995). Director (1992-
present) and President (1992-1994), W.S. Griffith & Co., Inc.
Director/Trustee, the National Affiliated Investment Companies
(until 1993).
Everett L. Morris (70) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1991-present) and Duff
& Phelps Utility and Corporate Bond Trust Inc. (1993-
present).
*James M. Oates (52) Trustee Chairman, IBEX Capital Markets LLC (1997-present).
Managing Director Managing Director, Wydown Group (1994-present). Director,
The Wydown Group Phoenix Investment Partners, Ltd. (1995-present). Director/
IBEX Capital Markets LLC Trustee, Phoenix Funds (1987-present). Trustee, Phoenix-
60 State Street Aberdeen Series Fund and Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present). Director, AIB
Boston, MA 02109 Govett Funds. (1991-present), Blue Cross and Blue Shield of
New Hampshire (1994-present), Investors Financial Service
Corporation (1995-present), Investors Bank & Trust
Corporation (1995-present), Plymouth Rubber Co. (1995-
present), Stifel Financial (1996-present) and Command
Systems, Inc. (1998-present). Vice Chairman, Massachusetts
Housing Partnership (1992-present). Member, Chief
Executives Organization (1996-present). Director (1984-1994),
President (1984-1994) and Chief Executive Officer (1986-
1994), Neworld Bank. Director/Trustee, the National Affiliated
Investment Companies (until 1993).
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- ----------------------------- --------------- ---------------------------------------------------------------
<S> <C> <C>
*Calvin J. Pedersen (56) Trustee Director (1986-present), President (1993-present) and
Phoenix Investment Executive Vice President (1992-1993), Phoenix Investment
Partners, Ltd. Partners, Ltd. Director/Trustee, Phoenix Funds (1995-present).
55 East Monroe Street Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Suite 3600 Phelps Institutional Mutual Funds (1996-present). President
Chicago, IL 60603 and Chief Executive Officer, Duff & Phelps Utilities Tax-Free
Income Inc. (1995-present), Duff & Phelps Utilities Income
Inc. (1994-present) and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1995-present).
Herbert Roth, Jr. (70) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present). Director, Boston
Sherborn, MA 01770 Edison Company (1978-present), Landauer, Inc. (medical
services) (1970-present),Tech Ops./Sevcon, Inc. (electronic
controllers) (1987-present), and Mark IV Industries
(diversified manufacturer) (1985-present). Member, Directors
Advisory Counsel, Phoenix Home Life Mutual Insurance
Company (1998-present). Director, Key Energy Group (oil rig
service) (1988-1994) and Phoenix Home Life Mutual
Insurance Company (1972-1998). Director/Trustee, the
National Affiliated Investment Companies (until 1993).
Richard E. Segerson (52) Managing Director, Mullin Associates (1993-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Vice President and
General Manager, Coats & Clark, Inc. (previously Tootal
American, Inc.) (1991-1993). Director/Trustee, the National
Affiliated Investment Companies (1984-1993).
Lowell P. Weicker, Jr. (67) Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present). Director, UST Inc.
(1995-present), Burroughs Wellcome Fund (1996-present),
HPSC Inc. (1995-present), and Compuware (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 (40) Executive Director and Executive Vice President--Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Executive Vice
President President, Phoenix Funds (1993-present) and Phoenix-
Aberdeen Series Fund (1996-present). Executive Vice
President (1997-present), Vice President (1996-1997),
Phoenix Duff & Phelps Institutional Mutual Funds. Director
(1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director (1994-present), President
(1996-present), Executive Vice President (1994-1996), Vice
President (1993-1994), National Securities & Research
Corporation. Director, Phoenix Equity Planning Corporation
(1995-present). Senior Vice President, Securities Investments,
Phoenix Home Life Mutual Insurance Company (1993-1995).
Various other positions with Phoenix Home Life Mutual
Insurance Company (1990-1993).
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- --------------------------- --------------- --------------------------------------------------------------
<S> <C> <C>
John F. Sharry (46) Executive Managing Director, Retail, Phoenix Equity Planning
Vice Corporation (1995-present). Executive Vice President, Phoenix
President Funds and Phoenix-Aberdeen Series Fund (1998-present).
Managing Director, Director and National Sales Manager
(December 1993-November 1995), Senior Vice President,
Director and National Sales Manager (December 1992-
December 1993), Putnam Funds.
William E. Keen, III (35) Vice Assistant Vice President (1996-present), Director of Mutual
100 Bright Meadow Blvd. President Fund Compliance (1995-1996), Phoenix Equity Planning
P.O. Box 2200 Corporation. Vice President, Phoenix Funds (1996-present),
Enfield, CT 06083-2200 Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present), and Phoenix-Aberdeen Series Fund (1996-present).
Assistant Vice President, USAffinity Investments LP (1994-
1995). Treasurer and Secretary, USAffinity Funds (1994-
1995). Manager, Fund Administration, SEI Corporation (1991-
1994).
William R. Moyer (54) Vice Senior Vice President and Chief Financial Officer, Phoenix
100 Bright Meadow Blvd. President Investment Partners, Ltd. (1995-present). Senior Vice
P.O. Box 2200 President, Finance (1990-present), Chief Financial Officer
Enfield, CT 06083-2200 (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, Finance (1993-present), Chief Financial Officer
(1996-present), and Treasurer (1994-present), National
Securities & Research Corporation. 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), Phoenix-Aberdeen Series Fund
(1996-present). Vice President, Investment Products Finance,
Phoenix Home Life Mutual Insurance Company (1990-1995).
Senior Vice President and Chief Financial Officer, W. S.
Griffith & Co., Inc. (1992-1995) and Townsend Financial
Advisers, Inc. (1993-1995). Vice President, the National
Affiliated Investment Companies (until 1993).
Leonard J. Saltiel (44) Vice Managing Director, Operations and Service, (1996-present),
President Senior Vice President (1994-1996), Phoenix Equity Planning
Corporation. Vice President, Phoenix Funds (1994-present),
Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present), Phoenix-Aberdeen Series Fund (1996-present). Vice
President, National Securities & Research Corporation (1994-
1996). Vice President, Investment Operations, Phoenix Home
Life Mutual Insurance Company (1994-1995). Various
positions with Home Life Insurance Company and Phoenix
Home Life Mutual Insurance Company (1987-1994).
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- ------------------------ --------------- ----------------------------------------------------------------
<S> <C> <C>
Pierre G. Trinque (43) Vice Managing Director, Large Cap Growth Team (1997-present),
President Managing Direcor, Director of Equity Research (1996-1997),
Senior Research Analyst (1996) and Associate Portfolio
Manager--Institutional Funds (1992-1995), Phoenix
Investment Counsel, Inc. Vice President, The Phoenix Edge
Series Fund (1997-present), Phoenix Series Fund (1997-
present), Phoenix Duff & Phelps Institutional Mutual Funds
(1997-present), Phoenix Multi-Portfolio Fund (1998-present)
and Phoenix Worldwide Opportunities Fund (1998-present).
Nancy G. Curtiss (46) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen
Series Fund (1996-present). Second Vice President and
Treasurer, Fund Accounting, Phoenix Home Life Mutual
Insurance Company (1994-1995). Various positions with Phoenix
Home Life Insurance Company (1987-1994).
G. Jeffrey Bohne (51) Secretary Vice President and General Manager, Phoenix Home Life
101 Munson Street Mutual Insurance Co. (1993-present). Vice President, Mutual
Greenfield, MA 01301 Fund Customer Service (1996-present), Vice President,
Transfer Agency Operations (1993-1996), Phoenix Equity
Planning Corporation. Secretary/Clerk, Phoenix Funds (1993-
present), Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present) and Phoenix-Aberdeen Series Fund (1996-
present).
</TABLE>
- -----------
*Indicates that the Trustee is an "interested person" of the Trust within the
meaning of the definition set forth in Section 2(a)(19) of the Investment
Company Act of 1940.
For services rendered to the Fund for the fiscal year ended June 30, 1998,
the Trustees received aggregate remuneration of $19,397. For service on the
Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a
full-time employee of the Adviser or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and $2,500 per joint meeting of the
Boards. Each Trustee who serves on the Audit Committee receives a retainer at
the annual rate of $2,000 and $2,000 per joint Audit Committee meeting
attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and $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 Fund 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. Trustees costs
are allocated equally to each of the Series and Funds within the complex. The
foregoing fees do not include the reimbursement of expenses incurred in
connection with meetings attended. Officers and employees of the Adviser who
are "interested persons" are compensated for their services by the Adviser and
receive no compensation from the Fund.
21
<PAGE>
For the Fund's last fiscal year, 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 Directors
- ------------------------ -------------- --------------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Robert Chesek $ 1,495 $58,500
E. Virgil Conway+ $ 2,044 $79,750
Harry Dalzell-Payne+ $ 1,819 $71,000
Francis E. Jeffries $ 1,525* $60,000
Leroy Keith, Jr. $ 1,553 None None $61,000
Philip R. McLoughlin+ $ 0 for any for any $ 0
Everett L. Morris+ $ 1,790* $70,750
James M. Oates+ $ 1,790 Trustee Trustee $70,000
Calvin J. Pedersen $ 0 $ 0
Herbert Roth, Jr.+ $ 2,102* $81,000
Richard E. Segerson $ 1,808 $70,750
Lowell P. Weicker, Jr. $ 1,808 $70,000
</TABLE>
- ---------
*This compensation (and the earnings thereon) will be deferred pursuant to the
Directors' Deferred Compensation Plan. At July 1, 1998, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Jeffries, Morris and Roth was
$99,645, $141,647 and $142,534, 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.
On December 4, 1998, the Trustees and officers of the Fund beneficially
owned less than 1% of the outstanding shares of the Fund.
Principal Shareholders
The following table sets forth information as of December 8, 1998 with
respect to each person who owns of record or is known by the Fund to own of
record or beneficially own 5% or more of any class of the Fund's equity
securities.
<TABLE>
<CAPTION>
Percent
Name of shareholder Class Number of shares of Class
- ----------------------------------------------- --------- ------------------ ---------
<S> <C> <C> <C>
Trustees of Phoenix Savings & Investment Plan Class A 782,894.909 5.35%
100 Bright Meadow Blvd.
Enfield, CT 06082
MLPF&S for the sole Class B 95,205.404 10.81%
benefit of its customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
</TABLE>
OTHER INFORMATION
Capital Stock
The Declaration of Trust provides that the Trustees are authorized to
create an unlimited number of series and, with respect to each series, to issue
an unlimited number of full and fractional shares of beneficial interest of one
or more classes and to divide or combine the shares into a greater or lesser
number of shares without thereby changing the proportionate beneficial
interests in the series. All shares have equal voting rights, except that only
shares of the respective series or separate classes within a series are
entitled to vote on matters concerning only that series or class. At the date
of this Prospectus, there is only one existing series of the Fund, which has
three classes of shares.
The shares of the Fund, when issued, will be fully paid and
non-assessable, have no preference, preemptive, or similar rights, and will be
freely transferable. There will normally be no meetings of shareholders for the
purpose of electing Trustees unless and until such time as less than a majority
of the Trustees holding office have been elected by shareholders, at which time
the Trustees then in office will call a shareholders' meeting for the election
of Trustees. Shareholders may, in accordance with the Declaration of Trust, as
amended, cause a meeting of shareholders to be held for the purpose of voting
on the removal of Trustees.
22
<PAGE>
Meetings of the shareholders may be called upon written request of shareholders
holding in the aggregate not less than 10% of the outstanding shares having
voting rights. Except as set forth above and subject to the 1940 Act, the
Trustees will continue to hold office and appoint successor Trustees. Shares do
not have cumulative voting rights and the holders of more than 50% of the
shares of the Fund voting for the election of Trustees can elect all of the
Trustees of the Trust if they choose to do so and in such event the holders of
the remaining shares would not be able to elect any Trustees. Shareholders are
entitled to redeem their shares as described in the prospectus and in this
Statement of Additional Information.
The Declaration of Trust establishing the Fund (a copy of which, together
with all amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts), provides that the Fund's name refers to the
Trustees under the Declaration of Trust collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of the Fund shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim
of said Fund, but the "Trust Property" only shall be liable.
Independent Accountants
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110, serves
as independent accountants for the Fund (the "Accountants"). The Accountants
audit the Fund's annual financial statements and express an opinion thereon.
Custodian and Transfer Agent
Brown Brothers Harriman & Co., having its principal place of business at
40 Water Street, Boston, Massachusetts 02109, serves as custodian of the Fund's
assets (the "Custodian"). Equity Planning, 100 Bright Meadow Boulevard, P.O.
Box 2200, Enfield, CT 06083-2200, acts as Transfer Agent for the Fund (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 Fund ends on June 30. The Fund will send financial
statements to its shareholders at least semi-annually. An annual report,
containing financial statements audited by the Fund's independent accountants,
will be sent to shareholders each year.
Financial Statements
The Financial Statements for the Fund's fiscal year ended June 30, 1998,
appearing in the Fund's 1998 Annual Report to Shareholders, are incorporated
herein by reference.
23
<PAGE>
Phoenix Worldwide Opportunities Fund
- - ------------------------------------------------------
INVESTMENTS AT JUNE 30, 1998
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C>
COMMON STOCKS--29.7%
Airtouch Communications, Inc. (Telecommunications (Cellular/
Wireless)) (b).................................................... 27,600 $ 1,612,875
AT&T Corp. (Telecommunications (Long Distance))..................... 26,800 1,530,950
BMC Software, Inc. (Computers (Software & Services)) (b)............ 15,600 810,225
Boeing Co. (Aerospace/Defense)...................................... 11,900 530,294
Bristol-Myers Squibb Co. (Health Care (Diversified))................ 9,600 1,103,400
Cardinal Health, Inc. (Healthcare (Diversified)).................... 6,400 600,000
Computer Associates International, Inc. (Computers (Software &
Services)) (c).................................................... 18,500 1,027,906
Compuware Corp. (Computers (Software & Services)) (b)............... 20,400 1,042,950
CVS Corp. (Retail (Drug Stores)).................................... 44,400 1,728,825
Diamond Offshore Drilling, Inc. (Oil & Gas (Drilling &
Equipment))....................................................... 4,100 164,000
FDX Corp. (Air Freight) (b)......................................... 21,000 1,317,750
FNMA (Financial (Diversified))...................................... 11,700 710,775
Gannett Co., Inc. (Publishing (Newspapers))......................... 23,400 1,662,863
General Electric Co. (Electrical Equipment)......................... 18,000 1,638,000
Hartford Life, Inc. Class A (Insurance (Life/ Health)).............. 17,000 967,937
HBO & Co. (Computers (Software & Services))......................... 34,800 1,226,700
HEALTHSOUTH Corp. (Health Care (Long Term Care)) (b)................ 27,600 736,575
Home Depot, Inc. (Retail (Building Supplies))....................... 34,400 2,857,350
Household International, Inc. (Consumer Finance).................... 7,900 393,025
Intel Corp. (Electronics (Semiconductors)).......................... 12,000 889,500
International Business Machines Corp. (Computers (Hardware))........ 33,500 3,846,219
Liberty Media Group (Broadcasting (Television, Radio & Cable))
(b)............................................................... 78,000 3,027,375
Medtronic, Inc. (Health Care (Medical Products & Supplies))......... 15,200 969,000
Mellon Bank Corp. (Banks (Major Regional)).......................... 6,100 424,712
Microsoft Corp. (Computers (Software & Services)) (b)............... 3,400 368,475
Monsanto Co. (Biotechnology)........................................ 16,300 910,762
New York Times Co. Class A (Publishing (Newspapers))................ 21,500 1,703,875
Norwest Corp. (Banks (Major Regional)).............................. 34,500 1,289,437
Omnicom Group, Inc. (Services (Advertising/ Marketing))............. 17,600 877,800
Pfizer, Inc. (Healthcare (Drugs--Major Pharmaceuticals))............ 11,600 1,260,775
Procter & Gamble Co. (Personal Care)................................ 6,100 555,481
Rite Aid Corp. (Retail (Drug Stores))............................... 29,700 1,115,606
Safeway, Inc. (Retail (Food Chains)) (b)............................ 34,500 1,403,719
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C>
COMMON STOCKS--CONTINUED
Schering-Plough Corp. (Health Care (Drugs--Major
Pharmaceuticals))................................................. 13,200 $ 1,209,450
Schlumberger Ltd. (Oil & Gas (Drilling & Equipment))................ 12,300 840,244
Solectron Corp. (Electronics (Component Distribution)) (b).......... 32,000 1,346,000
Southtrust Corp. (Banks (Major Regional))........................... 60,000 2,610,000
Sprint Corp. (Telecommunications (Long Distance))................... 24,300 1,713,150
Staples, Inc. (Retail (Specialty)) (b).............................. 27,300 789,994
Tandy Corp. (Retail (Computers & Electronics))...................... 5,500 291,844
Thermo Electron Corp. (Manufacturing (Diversified)) (b)............. 1,500 51,281
Travelers Group, Inc. (Insurance (Multi-Line))...................... 10,500 636,563
Tyco International Ltd. (Manufacturing (Diversified))............... 16,900 1,064,700
U.S. Bancorp (Banks (Major Regional))............................... 22,400 963,200
USA Waste Services, Inc. (Waste Management) (b)..................... 20,400 1,007,250
Warner-Lambert Co. (Healthcare (Diversified))....................... 32,700 2,268,563
Washington Post Co. Class B (Publishing (Newspapers))............... 2,900 1,670,400
Watson Pharmaceuticals, Inc. (Healthcare (Diversified)) (b)......... 18,000 840,375
------------
57,608,150
------------
TOTAL COMMON STOCKS
(Identified cost $50,022,317)................................................... 57,608,150
------------
FOREIGN COMMON STOCKS--66.2%
AUSTRALIA--0.5%
Westpac Banking Corporation Ltd. (Banks (Major Regional))........... 153,000 933,239
------------
BELGIUM--0.7%
KBC Bancassurance Holding NV (Banks (Major Regional))............... 16,000 1,431,873
------------
BRAZIL--0.6%
Telecomunicacoes Brasileiras SA Sponsored ADR (Telephone)........... 10,600 1,157,388
------------
CANADA--0.8%
Bank of Montreal (Banks (Money Center))............................. 26,800 1,476,192
------------
FINLAND--2.2%
Merita PLC Class A (Banks (Major Regional))......................... 72,800 480,337
Raisio Group PLC (Foods)............................................ 149,000 2,704,904
Tieto Corp. Class B (Computers (Software & Services))............... 13,800 1,048,869
------------
4,234,110
------------
</TABLE>
4 See Notes to Financial Statements
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
- - ------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C>
FRANCE--9.8%
Alcatel Alsthom (Telecommunications (Cellular/Wireless))............ 15,200 $ 3,094,791
Alstom (Machinery (General Industrial)) (b)......................... 45,500 1,497,594
Atos SA (Computers (Software & Services)) (b)....................... 4,000 959,307
AXA SA (Insurance (Multi-Line))..................................... 22,700 2,553,080
Banque National de Paris (Banks (Money Center))..................... 42,300 3,456,185
Coflexip SA (Oil & Gas (Field Services))............................ 8,000 979,155
Galeries Lafayette (Retail (General Merchandise))................... 1,360 1,356,394
Pinault-Printemps-Redoute SA (Retail (General Merchandise))......... 1,230 1,029,403
Rhodia SA (Chemicals (Diversified)) (b)............................. 7,000 195,202
Scor SA (Insurance (Multi-Line)).................................... 7,500 475,725
Societe Generale Class A (Banks (Money Center))..................... 16,400 3,409,642
------------
19,006,478
------------
GERMANY--4.3%
Adidas-Salomon AG (Footwear)........................................ 5,950 1,036,700
Bayerische Motoren Werke AG (Automobiles)........................... 1,200 1,213,276
Bayerische Motoren Werke AG-New (Automobiles) (b)................... 360 358,997
Deutsche Lufthansa AG (Airlines).................................... 93,100 2,344,224
Mannesmann AG (Machinery (General Industrial))...................... 17,000 1,747,062
Muenchener Rueckversicherungs-Gesellschaft AG (Insurance
(Life/Health)).................................................... 3,500 1,737,367
------------
8,437,626
------------
HONG KONG--0.0%
Henderson China Holding Ltd. (Real Estate).......................... 768 300
------------
HUNGARY--0.6%
Magyar Tavkozlesi Rt. Unsponsored ADR (Telecommunications (Long
Distance))........................................................ 36,600 1,077,413
------------
IRELAND--0.4%
Elan Corp. PLC Sponsored ADR (Health Care (Medical Products &
Supplies)) (b).................................................... 11,670 750,527
------------
ITALY--6.4%
Banca Fideuram SPA (Financial (Diversified))........................ 140,400 800,514
Banca Popolare di Brescia (Financial (Diversified))................. 52,000 982,926
Ericsson SPA (Communications Equipment)............................. 25,000 1,480,971
Istituto Mobiliare Italiano SPA (Diversified Miscellaneous)......... 119,400 1,880,791
La Fondiaria Assicurazioni (Insurance (Multi-Line))................. 147,800 848,943
Mediaset SPA (Publishing)........................................... 129,900 829,071
Mediolanum SPA (Insurance (Multi-Line))............................. 46,000 1,459,537
Telecom Italia Mobile di Risp SPA (Communications Equipment)........ 235,000 793,227
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C>
ITALY--CONTINUED
Telecom Italia Mobile SPA (Communications Equipment)................ 309,000 $ 1,889,584
Telecom Italia SPA (Communications Equipment)....................... 209,500 1,542,183
------------
12,507,747
------------
MEXICO--1.8%
Cemex SA de C.V. Class B (Building Materials)....................... 112,785 497,025
Coca-Cola Femsa SA Sponsored ADR (Beverages (Non-Alcoholic)) (c).... 64,800 1,125,900
Grupo Financiero Bancomer SA de C.V. Class B (Banks (Major
Regional))........................................................ 930,000 346,704
Telefonos de Mexico SA Sponsored ADR Class L (Telephone)............ 33,500 1,610,094
------------
3,579,723
------------
NETHERLANDS--6.6%
AKZO Nobel NV (Chemicals)........................................... 9,500 2,111,817
Getronics NV (Computers (Software & Services))...................... 28,600 1,483,271
IHC Caland NV (Oil & Gas (Drilling & Equipment)).................... 21,800 1,227,055
ING Groep NV (Financial (Diversified)).............................. 38,000 2,488,226
Philips Electronics NV NY Reg. Shares (Electrical Equipment)........ 16,100 1,368,500
Vedior NV (Professional Services)................................... 38,978 1,101,766
Vendex International NV (Retail (General Merchandise)).............. 39,500 1,485,459
VNU-Verenigd Bezit NV (Publishing).................................. 42,500 1,543,958
------------
12,810,052
------------
NORWAY--0.8%
Merkantildata ASA (Computers (Software & Services))................. 121,000 1,529,542
------------
PERU--0.3%
Telefonica del Peru SA Sponsored ADR (Telephone).................... 31,000 633,563
------------
POLAND--0.2%
Amica Wronki SA (Retail (General Merchandise)) (b).................. 29,094 288,686
------------
PORTUGAL--2.1%
Brisa-Auto Estradas de Portugal SA (Transportation (Truckers))...... 2,500 106,919
Portugal Telecom SA (Communications Equipment)...................... 35,200 1,865,569
Telecel-Comunicacoes Pessoais SA (Telecommunications
(Cellular/Wireless)).............................................. 12,000 2,130,792
------------
4,103,280
------------
SPAIN--3.8%
Banco Popular Espanol SA (Banks (Major Regional))................... 25,600 2,187,262
Banco Santander SA (Banks (Money Center))........................... 80,800 2,071,592
</TABLE>
See Notes to Financial Statements 5
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
- - ------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C>
SPAIN--CONTINUED
Telefonica SA (Telephone)........................................... 67,418 $ 3,122,304
------------
7,381,158
------------
SWEDEN--1.6%
ForeningsSparbanken AB (Banks (Major Regional))..................... 23,300 701,196
Mandamus AB (Real Estate Development) (b)........................... 1,165 7,304
Skandia Forsakrings AB (Insurance (Multi-Line))..................... 161,500 2,308,604
------------
3,017,104
------------
SWITZERLAND--4.6%
Novartis AG Registered Shares (Health Care (Drugs-Major
Pharmaceuticals))................................................. 1,990 3,311,397
Schweizerische Lebensversicherungs-und Retenanstalt (Insurance
(Life/Health)).................................................... 2,030 1,718,422
Schweizerische Rueckersicherungs-Gesellschaft Registered (Insurance
(Life/ Health))................................................... 100 252,899
Zurich Verschierungs-Gesellchaft Registered Shares (Insurance
(Multi-Line))..................................................... 5,820 3,714,216
------------
8,996,934
------------
UNITED KINGDOM--18.1%
British Aerospace PLC (Aerospace/Defense)........................... 438,800 3,367,838
Cable & Wireless Communications PLC (Telecommunications (Cellular/
Wireless)) (b).................................................... 283,900 2,872,916
Compass Group PLC (Foods)........................................... 216,000 2,486,735
GKN PLC (Auto Parts & Equipment).................................... 150,000 1,899,590
Granada Group PLC (Leisure Time (Products))......................... 43,000 792,071
Kingfisher PLC (Retail (General Merchandise))....................... 44,600 722,572
Legal & General Group PLC (Financial (Diversified))................. 273,000 2,910,652
Lloyds TSB Group PLC (Financial (Diversified))...................... 253,800 3,544,409
Misys PLC (Computers (Software & Services))......................... 32,157 1,829,066
National Express Group PLC (Railroads).............................. 22,400 361,972
Next PLC (Retail (General Merchandise))............................. 185,500 1,597,057
Norwich Union PLC (Insurance (Life/ Health))........................ 120,000 873,961
Rentokil Initial PLC (Services (Commercial & Consumer))............. 330,000 2,375,863
SEMA Group PLC (Telecommunications (Cellular/Wireless))............. 47,200 561,117
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C>
UNITED KINGDOM--CONTINUED
Siebe PLC (Electrical Equipment).................................... 66,000 $ 1,320,352
SmithKline Beecham PLC (Health Care (Drugs (Major
Pharmaceuticals))................................................. 62,120 756,107
Stagecoach Holdings PLC (Transportation (Services))................. 95,200 2,052,231
Vodafone Group PLC (Telecommunications (Cellular/Wireless))......... 206,900 2,627,071
Williams PLC (Manufacturing (Diversified)).......................... 190,500 1,231,667
WPP Group PLC (Services (Advertising/ Marketing))................... 148,500 977,463
------------
35,160,710
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $88,683,231)................................................... 128,513,645
------------
FOREIGN PREFERRED STOCKS--3.3%
GERMANY--3.3%
SAP AG Vorzug Pfd. (Computers (Software & Services))................ 9,400 6,379,395
------------
TOTAL FOREIGN PREFERRED STOCKS
(Identified cost $2,286,840).................................................... 6,379,395
------------
TOTAL LONG-TERM INVESTMENTS --99.2%
(Identified cost $140,992,388).................................................. 192,501,190
------------
</TABLE>
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
-------- --------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--1.9%
COMMERCIAL PAPER--1.9%
Greenwich Funding Corp.
6.50%, 7/1/98........................................... A-1+ $ 3,005 3,005,000
Asset Securitization Corp.
5.67%, 7/7/98........................................... A-1+ 285 284,731
Enterprise Funding Corp.
5.54%, 7/15/98.......................................... A-1 469 467,989
------------
3,757,720
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $3,757,720).................................................. 3,757,720
------------
TOTAL INVESTMENTS--101.1%
(Identified cost $144,750,108)................................................ 196,258,910(a)
Cash and receivables, less liabilities--(1.1%)................................ (2,215,559)
------------
NET ASSETS--100.0%.............................................................. $194,043,351
------------
------------
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $53,055,631 and gross
depreciation of $2,098,446 for federal income tax purposes. At June 30,
1998, the aggregate cost of securities for federal income tax purposes was
$145,301,725.
(b) Non-income producing.
(c) Segregated as collateral for forward currency contracts.
6 See Notes to Financial Statements
<PAGE>
Phoenix Worldwide Opportunities Fund
- - ------------------------------------------------------
INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)
<TABLE>
<S> <C>
Aerospace/Defense................................. 2.0%
Air Freight....................................... 0.7
Airlines.......................................... 1.2
Auto Parts & Equipment............................ 1.0
Automobiles....................................... 0.8
Banks (Major Regional)............................ 5.9
Banks (Money Center).............................. 5.4
Beverages (Non-Alcoholic)......................... 0.6
Biotechnology..................................... 0.5
Broadcasting (Television, Radio & Cable).......... 1.6
Building Materials................................ 0.3
Chemicals......................................... 1.1
Chemicals (Diversified)........................... 0.1
Communications Equipment.......................... 3.9
Computers (Software & Services)................... 9.2
Computers (Hardware).............................. 2.0
Consumer Finance.................................. 0.2
Diversified Miscellaneous......................... 1.0
Electrical Equipment.............................. 2.2
Electronics (Component Distribution).............. 0.7
Electronics (Semiconductors)...................... 0.5
Financial (Diversified)........................... 5.9
Foods............................................. 2.7
Footwear.......................................... 0.5
Health Care (Diversified)......................... 2.5
Health Care (Drugs--Major Pharmaceuticals)........ 3.4
Health Care (Long Term Care)...................... 0.4
Health Care (Medical Products & Supplies)......... 0.9
Insurance (Life/Health)........................... 2.9
Insurance (Multi-Line)............................ 6.2%
Leisure Time (Products)........................... 0.4
Machinery (General Industrial).................... 1.7
Manufacturing (Diversified)....................... 1.2
Oil & Gas (Drilling & Equipment).................. 1.2
Oil & Gas (Field Services)........................ 0.5
Personal Care..................................... 0.3
Professional Services............................. 0.6
Publishing........................................ 1.2
Publishing (Newspapers)........................... 2.6
Railroads......................................... 0.2
Real Estate Development........................... 0.0
Retail (Building Supplies)........................ 1.5
Retail (Computers & Electronics).................. 0.2
Retail (Drug Stores).............................. 1.5
Retail (Food Chains).............................. 0.7
Retail (General Merchandise)...................... 3.4
Retail (Specialty)................................ 0.4
Services (Advertising/Marketing).................. 1.0
Services (Commercial & Consumer).................. 1.2
Telecommunications (Long Distance)................ 2.2
Telecommunications (Cellular/Wireless)............ 6.6
Telephone......................................... 3.4
Transportation (Services)......................... 1.1
Truckers.......................................... 0.1
Waste Management.................................. 0.5
-----
100.0%
-----
-----
</TABLE>
See Notes to Financial Statements 7
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
- - ------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1998
<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $144,750,108) $ 196,258,910
Cash 12,249
Foreign currency at value (Identified cost $52) 45
Receivables
Investment securities sold 594,734
Dividends and interest 243,512
Fund shares sold 118,305
Tax reclaim 141,902
--------------
Total assets 197,369,657
--------------
LIABILITIES
Payables
Investment securities purchased 2,024,086
Fund shares repurchased 660,216
Closed foreign currency contracts 270,349
Investment advisory fee 117,311
Transfer agent fee 73,087
Financial agent fee 14,907
Distribution fee 45,566
Trustees' fee 2,874
Accrued expenses 117,910
--------------
Total liabilities 3,326,306
--------------
NET ASSETS $ 194,043,351
--------------
--------------
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $ 131,259,597
Distributions in excess of net investment income (420,414)
Accumulated net realized gain 11,697,612
Net unrealized appreciation 51,506,556
--------------
NET ASSETS $ 194,043,351
--------------
--------------
CLASS A
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $183,188,428) 14,768,288
Net asset value per share $12.40
Offering price per share
$12.40/(1-4.75%) $13.02
CLASS B
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $10,854,923) 901,909
Net asset value and offering price per share $12.04
</TABLE>
STATEMENT OF OPERATIONS
JUNE 30, 1998
<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends $ 2,525,050
Interest 436,712
Foreign taxes withheld (197,776)
-------------
Total investment income 2,763,986
-------------
EXPENSES
Investment advisory fee 1,278,505
Distribution fee--Class A 403,413
Distribution fee--Class B 91,030
Financial agent fee 97,030
Transfer agent 328,305
Custodian 160,845
Professional 39,466
Registration 33,903
Printing 21,878
Trustees 15,271
Miscellaneous 12,477
-------------
Total expenses 2,482,123
-------------
NET INVESTMENT INCOME 281,863
-------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities 17,923,154
Net realized loss on foreign currency transactions (2,049,704)
Net change in unrealized appreciation (depreciation) on
investments 31,381,926
Net change in unrealized appreciation (depreciation) on
foreign currency and foreign currency transactions (86,223)
-------------
NET GAIN ON INVESTMENTS 47,169,153
-------------
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS $ 47,451,016
-------------
-------------
</TABLE>
8 See Notes to Financial Statements
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
- - ------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
JUNE 30, 1998 JUNE 30, 1997
-------------- --------------
<S> <C> <C>
FROM OPERATIONS
Net investment income $ 281,863 $ 465,980
Net realized gain 15,873,450 15,784,753
Net change in unrealized appreciation 31,295,703 3,210,431
-------------- --------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 47,451,016 19,461,164
-------------- --------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income--Class A (1,559,972) (547,706)
Net investment income--Class B (82,470) (3,491)
Net realized capital gains--Class A (16,213,603) (10,600,864)
Net realized capital gains--Class B (923,384) (464,200)
In excess of net investment income--Class A (334,226) (36,512)
In excess of net investment income--Class B (17,669) (233)
-------------- --------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (19,131,324) (11,653,006)
-------------- --------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (1,700,588 and 7,287,155
shares, respectively) 19,328,353 73,684,613
Net asset value of shares issued from reinvestment of
distributions
(1,716,156 and 1,017,922 shares, respectively) 16,423,613 9,812,762
Cost of shares repurchased (2,883,240 and 8,259,993
shares, respectively) (32,460,031) (83,959,118)
-------------- --------------
Total 3,291,935 (461,743)
-------------- --------------
CLASS B
Proceeds from sales of shares (234,656 and 294,976 shares,
respectively) 2,624,751 2,922,714
Net asset value of shares issued from reinvestment of
distributions (100,820 and 40,165 shares, respectively) 939,638 381,165
Cost of shares repurchased (232,300 and 99,485 shares,
respectively) (2,549,881) (994,110)
-------------- --------------
Total 1,014,508 2,309,769
-------------- --------------
INCREASE IN NET ASSETS FROM SHARE TRANSACTIONS 4,306,443 1,848,026
-------------- --------------
NET INCREASE IN NET ASSETS 32,626,135 9,656,184
NET ASSETS
Beginning of period 161,417,216 151,761,032
-------------- --------------
END OF PERIOD (INCLUDING DISTRIBUTIONS IN EXCESS OF NET
INVESTMENT INCOME AND UNDISTRIBUTED NET INVESTMENT
INCOME OF ($420,414) AND $1,360,579, RESPECTIVELY) $194,043,351 $161,417,216
-------------- --------------
-------------- --------------
</TABLE>
See Notes to Financial Statements 9
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
- - ------------------------------------------------------
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------
YEAR ENDED JUNE 30,
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.75 $ 10.29 $ 9.04 $ 10.17 $ 8.00
INCOME FROM INVESTMENT OPERATIONS(5)
Net investment income (loss) 0.02 0.03(1) (0.02)(1) 0.01(1) 0.01
Net realized and unrealized gain 2.97 1.25 1.87 0.56 2.19
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 2.99 1.28 1.85 0.57 2.20
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.13) (0.04) -- -- (0.03)
Dividends from net realized gains (1.20) (0.78) (0.60) (1.37) --
In excess of net investment income (0.01) -- -- -- --
In excess of net realized gains -- -- -- (0.33) --
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.34) (0.82) (0.60) (1.70) (0.03)
--------- --------- --------- --------- ---------
Change in net asset value 1.65 0.46 1.25 (1.13) 2.17
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 12.40 $ 10.75 $ 10.29 $ 9.04 $ 10.17
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Total return(2) 31.45% 13.40% 21.39% 6.53% 27.46%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $183,188 $153,005 $146,052 $126,481 $118,707
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.42% 1.53% 1.60% 1.80% 1.50%
Net investment income (loss) 0.21% 0.34% (0.19)% 0.16% 0.09%
Portfolio turnover 156% 234% 245% 277% 259%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------
FROM
INCEPTION
7/15/94
YEAR ENDED JUNE 30, TO
1998 1997 1996 06/30/95
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.53 $ 10.14 $ 8.98 $ 10.40
INCOME FROM INVESTMENT OPERATIONS(5)
Net investment income (loss) (0.06) (0.03)(1) (0.08)(1) (0.02)(1)
Net realized and unrealized gain 2.90 1.21 1.84 0.30
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 2.84 1.18 1.76 0.28
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.11) (0.01) -- --
Dividends from net realized gains (1.20) (0.78) (0.60) (1.37)
In excess of net investment income (0.02) -- -- --
In excess of net realized gains -- -- -- (0.33)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.33) (0.79) (0.60) (1.70)
--------- --------- --------- ---------
Change in net asset value 1.51 0.39 1.16 (1.42)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 12.04 $ 10.53 $ 10.14 $ 8.98
--------- --------- --------- ---------
--------- --------- --------- ---------
Total return(2) 30.61% 12.46% 20.50% 3.54%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $10,855 $8,412 $5,709 $ 2,849
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.17% 2.29% 2.34% 2.61%(4)
Net investment income (loss) (0.54)% (0.35)% (0.86)% (0.33)%(4)
Portfolio turnover 156% 234% 245% 277%
</TABLE>
(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in the total return calculation.
(3) Not annualized.
(4) Annualized.
(5) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
10 See Notes to Financial Statements
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
1. SIGNIFICANT ACCOUNTING POLICIES
Phoenix Worldwide Opportunities Fund ("the Fund") is organized as a
Massachusetts business trust and is registered under the Investment Company Act
of 1940, as amended, as a diversified, open-end management investment company.
The Fund's investment objective is capital appreciation by investing in equity
securities of domestic and non-U.S. issuers. The Fund offers both Class A and
Class B shares. Class A shares are sold with a front-end sales charge of up to
4.75%. Class B shares are sold with a contingent deferred sales charge which
declines from 5% to zero depending on the period of time the shares are held.
Both classes of shares have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that each class bears different
distribution expenses and has exclusive voting rights with respect to its
distribution plan. Income and expenses of the Fund are borne pro rata by the
holders of both classes of shares, except that each class bears distribution
expenses unique to that class.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from those estimates.
A. SECURITY VALUATION:
Equity securities are valued at the last sale price, or if there had been no
sale of the security on that day, at the last bid price. Short-term investments
having a remaining maturity of 60 days or less are valued at amortized cost
which approximates market. All other securities and assets are valued at their
fair value as determined in good faith by or under the direction of the
Trustees.
B. SECURITY TRANSACTIONS AND RELATED INCOME:
Security transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date, or in the case of certain foreign securities,
as soon as the Fund is notified. Realized gains and losses from investment
transactions are reported on the identified cost basis.
C. INCOME TAXES:
It is the policy of the Fund to comply with the requirements of the Internal
Revenue Code (the "Code"), applicable to regulated investment companies, and to
distribute substantially all of its taxable income to its shareholders. In
addition, the Fund intends to distribute an amount sufficient to avoid
imposition of any excise tax under Section 4982 of the Code. Therefore, no
provision for federal income taxes or excise taxes has been made.
D. DISTRIBUTIONS TO SHAREHOLDERS:
Distributions to shareholders are recorded on the ex-dividend date. Income and
capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences include the treatment of non-taxable dividends, expiring
capital loss carryforwards, foreign currency gain/loss, partnerships, and losses
deferred due to wash sales and excise tax regulations. Permanent book and tax
basis differences relating to shareholder distributions will result in
reclassifications to paid in capital.
E. FOREIGN CURRENCY TRANSLATION:
Foreign securities and other assets and liabilities are valued using the
foreign currency exchange rate effective at the end of the reporting period.
Cost of investments is translated at the currency exchange rate effective at the
trade date. The gain or loss resulting from a change in currency exchange rates
between the trade and settlement dates of a portfolio transaction is treated as
a gain or loss on foreign currency. Likewise, the gain or loss resulting from a
change in currency exchange rates between the date income is accrued and paid is
treated as a gain or loss on foreign currency. The Fund does not separate that
portion of the results of operations arising from changes in exchange rates and
that portion arising from changes in the market prices of securities.
F. FORWARD CURRENCY CONTRACTS:
The Fund may enter into forward currency contracts in conjunction with the
planned purchase or sale of foreign denominated securities in order to hedge the
U.S. dollar cost or proceeds and to manage the Fund's currency exposure. Forward
currency contracts involve, to varying degrees, elements of market risk in
excess of the amount recognized in the statement of assets and liabilities.
Risks arise from the possible movements in foreign exchange rates or if the
counterparty does not perform under the contract.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any number of days from the
date of the contract agreed upon by the parties, at a price set at the time of
the contract. These contracts are traded directly between currency traders and
their customers. The contract is marked-to-market daily and the change in market
value is recorded by the Fund as an unrealized gain (or loss). When the contract
is closed or offset with the same counterparty, the Fund records a realized gain
(or loss) equal to the change in the value of the contract when it was opened
and the value at the time it was closed or offset.
2. INVESTMENT ADVISORY FEES AND RELATED PARTY TRANSACTIONS
Effective June 1, 1998, National Securities and Research Corporation assigned
its investment advisory agreement to Phoenix Investment Counsel, Inc. ("PIC"),
both an indirect majority-owned subsidiary of Phoenix Home Life Mutual Insurance
Company
11
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 (CONTINUED)
("PHL"). PIC is entitled to a fee at an annual rate of 0.75% of the average
daily net assets of the Fund for the first $1 billion.
As Distributor of the Fund's shares, Phoenix Equity Planning Corp. ("PEPCO"),
an indirect majority-owned subsidiary of PHL, has advised the Fund that it
retained net selling commissions of $9,838 for Class A shares and deferred sales
charges of $27,065 for Class B shares for the year ended June 30, 1998. In
addition, the Fund pays PEPCO a distribution fee at an annual rate of 0.25% for
Class A shares and 1.00% for Class B shares of the average daily net assets of
the Fund. The Distribution Plan for Class A shares provides for fees to be paid
up to a maximum on an annual basis of 0.30%; the Distributor has voluntarily
agreed to limit the fee to 0.25%. The Distributor has advised the Fund that of
the total amount expensed for the year ended June 30, 1998, approximately
$196,013 was retained by the Distributor, $285,398 was paid to unaffiliated
participants and $13,032 was paid to W.S. Griffith, an indirect subsidiary of
PHL.
As Financial Agent of the Fund, PEPCO received a fee for bookkeeping,
administration, and pricing services through May 31, 1998, at an annual rate of
0.005% of average daily net assets up to $100 million, 0.04% of average daily
net assets of $100 million to $300 million, 0.03% of average daily net assets of
$300 million through $500 million, and 0.015% of average daily net assets
greater than $500 million; a minimum fee applied. Effective June 1, 1998, PEPCO
receives a financial agent fee equal to the sum of (1) the documented cost of
fund accounting and related services provided by PFPC, Inc. (subagent to PEPCO),
plus (2) the documented cost to PEPCO to provide financial reporting, tax
services and oversight of subagent's performance. The current fee schedule of
PFPC, Inc. ranges from 0.085% to 0.0125% of the average daily net asset values
of the Fund. Certain minimum fees and fee waivers may apply.
PEPCO serves as the Fund's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended June 30, 1998, transfer agent
fees were $328,305 of which PEPCO retained $122,891 which is net of the fees
paid to State Street.
At June 30, 1998, PHL and affiliates held 195 Class A shares and 2 Class B
shares of the Fund with a combined value of $2,430.
3. PURCHASE AND SALE OF SECURITIES
Portfolio purchases and sales of investments, excluding short-term securities,
for the year ended June 30, 1998 aggregated $258,729,907 and $268,779,128
respectively. There were no purchases or sales of long-term U.S. Government
securities.
4. CREDIT RISK
In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such investments
may be volatile. The consequences of political, social or economic changes in
these markets may have disruptive effects on the market prices of these
investments and the income they generate, as well as a fund's ability to
repatriate such amounts.
5. RECLASS OF CAPITAL ACCOUNTS
The Fund has recorded several reclassifications in the capital accounts. These
reclassifications have no impact on the net asset value of the Fund and are
designed generally to present undistributed income and realized gains on a tax
basis which is considered to be more informative to the shareholder. For the
year ended June 30, 1998, the Fund has decreased undistributed net investment
income by $68,519 and increased accumulated net realized gains by $68,519.
TAX INFORMATION NOTICE (UNAUDITED)
For the fiscal year ended June 30, 1998, the Fund distributed long-term
capital gains dividends of $9,139,661.
12
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
[LOGO]
To the Trustees and Shareholders of
Phoenix Worldwide Opportunities Fund
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments (except for bond ratings), and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
Phoenix Worldwide Opportunities Fund (the "Fund") at June 30, 1998, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended and the financial highlights for
each of the periods indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at June 30, 1998 by correspondence with the custodian
and brokers, provide a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 7, 1998
<PAGE>
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
PART C--OTHER INFORMATION
Item 23. Exhibits
<TABLE>
<S> <C>
a.1 Declaration of Trust of the Registrant, previously filed and filed as Exhibit 1.1 via EDGAR with Post-Effective
Amendment No. 63 on October 24, 1997 and herein incorporated by reference.
a.2 Amendment to Declaration of Trust designating Classes of Shares, filed as Exhibit 1.2 via EDGAR with Post-
Effective Amendment No. 61 on October 30, 1995, incorporated herein by reference.
a.3* Amendment to Declaration of Trust establishing Class C Shares, filed via EDGAR herewith.
a.4* Amendment to Declaration of Trust changing name of Trust to "Phoenix-Aberdeen Worldwide Opportunities
Fund", filed via EDGAR herewith.
b. By-laws of the Registrant, previously filed and filed as Exhibit 2.1 via EDGAR with Post-Effective Amendment
No. 63 on October 24, 1997 and herein incorporated by reference.
c. Reference is made to Article V of Registrant's Declaration of Trust, as amended, referred to in Exhibit a.1.
d.1 Management Agreement between Registrant and National Securities & Research Corporation dated May 14, 1993
and assigned to Phoenix Investment Counsel, Inc. effective June 1, 1998, filed with Post-Effective Amendment
No. 58 on August 30, 1993 and filed as Exhibit 5.1 via EDGAR with Post-Effective Amendment No. 63 on October
24, 1997 and herein incorporated by reference.
d.2 Amendment to Management Agreement between Registrant and National Securities & Research Corporation,
dated January 1, 1994 and assigned to Phoenix Investment Counsel, Inc. effective June 1, 1998, filed as Exhibit
5.2 via EDGAR with Post-Effective Amendment No. 61 on October 30, 1995, incorporated herein by reference.
d.3* Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Aberdeen Fund Managers, Inc. dated
October 27, 1998, filed via EDGAR herewith.
e.1 Underwriting Agreement between Registrant and Phoenix Equity Planning Corporation ("Equity Planning")
dated November 19, 1997 and filed as Exhibit 6.1 via EDGAR with Post-Effective Amendment No. 64 on
October 6, 1998, herein incorporated by reference.
e.2 Form of Sales Agreement between Phoenix Equity Planning Corporation and dealers filed as Exhibit 6.2 via
EDGAR with Post-Effective Amendment No. 64 on October 6, 1998, herein incorporated by reference.
e.3 Form of Supplement to Phoenix Family of Funds Sales Agreement filed as Exhibit 6.3 via EDGAR with Post-
Effective Amendment No. 64 on October 6, 1998, herein incorporated by reference.
e.4 Form of Financial Institution Sales Contract for the Phoenix Family of Funds filed as Exhibit 6.4 via EDGAR
with Post-Effective Amendment No. 64 on October 6, 1998, herein incorporated by reference.
f. None.
g. Custody Agreement between Registrant and Brown Brothers Harriman & Co. dated August 11, 1994, filed with Post-
Effective Amendment No. 60 on October 26, 1994 and filed as Exhibit 8 via EDGAR with Post-Effective Amendment
No. 63 on October 24, 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 with Post-Effective Amendment No. 60 on October 26, 1994 and filed as Exhibit 9.1 via
EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference.
h.2 Sub-transfer Agent Agreement between Equity Planning and State Street Bank and Trust Company dated June
1, 1994 filed as Exhibit 9.2 via EDGAR with Post-Effective Amendment No. 64 on October 6, 1998, herein
incorporated by reference.
h.3 Amended and Restated Financial Agent Agreement between Registrant and Phoenix Equity Planning
Corporation dated November 19, 1997 and filed as Exhibit 9.3 via EDGAR with Post-Effective Amendment No.
64 on October 6, 1998, herein incorporated by reference.
h.4 First Amendment to Amended and Restated Financial Agent Agreement between Registrant and Phoenix Equity
Planning Corporation dated March 23, 1998 and filed as Exhibit 9.4 via EDGAR with Post-Effective Amendment
No. 64 on October 6, 1998, herein incorporated by reference.
</TABLE>
C-1
<PAGE>
<TABLE>
<S> <C>
h.5 Second Amendment to Amended and Restated Financial Agent Agreement between Registrant and Phoenix
Equity Planning Corporation dated July 31, 1998 and filed as Exhibit 9.5 via EDGAR with Post-Effective
Amendment No. 64 on October 6, 1998, herein incorporated by reference.
i. Opinion as to legality of the shares filed via EDGAR with Post Effective Amendment No. 61 on October 30, 1995,
incorporated herein by reference.
j.* Consent of Independent Accountants filed via EDGAR herewith.
k. Not applicable.
l. None.
m.1 Amended and Restated Distribution Plan Pursuant to Rule 12b-1 for Class A Shares filed as Exhibit 15.1 via
EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference.
m.2 Amended and Restated Distribution Plan Pursuant to Rule 12b-1 for Class B Shares filed as Exhibit 15.2 via
EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference.
n.* Financial Data Schedule filed herewith and reflected on EDGAR as Exhibit 27.
o.1 Amended and Restated Plan Pursuant to Rule 18f-3 effective July 1, 1997, filed as Exhibit 18.1 via EDGAR
with Post-Effective Amendment No. 64 on October 6, 1998, herein incorporated by reference.
o.2 First Amendment to the Amended and Restated Plan Pursuant to Rule 18f-3 effective August 26, 1998 filed
as Exhibit 18.2 via EDGAR with Post-Effective Amendment No. 64 on October 6, 1998, herein incorporated
by reference.
p. Powers of attorney filed as Exhibit 19 via EDGAR with Post-Effective Amendment No. 62 on October 29, 1996,
incorporated herein by reference.
</TABLE>
- -----------
*Filed herewith
Item 24. Persons Controlled by or Under Common Control With the Fund
No person is controlled by, or under common control, with the Fund.
Item 25. Indemnification
Registrant's indemnification provision is set forth in Post-Effective
Amendment No. 58 filed with the Securities and Exchange Commission on
June 30, 1993, and is incorporated herein by reference.
Item 26. Business and Other Connections of Investment Adviser
See "Management of the Fund" in the Prospectus and "Services of the
Adviser" and "Management of the Fund" in the Statement of Additional
Information which is included in this Post-Effective Amendment.
For information as to the business, profession, vocation or employment
of a substantial nature of directors and officers of Phoenix Investment
Counsel, Inc., the Adviser, reference is made to the Advisers' current
Form ADV (SEC File No. 801-5995) filed under the Investment Advisers
Act of 1940 and incorporated herein by reference.
Item 27. Principal Underwriter
(a) Equity Planning also serves as the principal underwriter for the following
other investment companies:
Phoenix-Aberdeen Series Fund, Phoenix California Tax Exempt Bonds,
Inc., Phoenix Duff & Phelps Institutional Mutual Funds,
Phoenix-Engemann Funds, Phoenix Equity Series Fund, Phoenix Income and
Growth Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio
Fund, Phoenix Multi-Sector Fixed Income Fund, Inc., Phoenix
Multi-Sector Short Term Bond Fund, Phoenix-Seneca Funds, Phoenix
Series Fund, Phoenix Strategic Allocation Fund, Inc., Phoenix
Strategic Equity Series Fund, 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 MVAI.
C-2
<PAGE>
(b) Directors and executive officers of Phoenix Equity Planning Corporation are
as follows:
<TABLE>
<CAPTION>
Name and Position and Offices Position and Offices
Principal Address with Distributor with Registrant
- ------------------------- --------------------------- -------------------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480
Philip R. McLoughlin Director and President Trustee and President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480
William R. Moyer Director, Senior Vice Vice President
100 Bright Meadow Blvd. President, Chief
P.O. Box 2200 Financial Officer and
Enfield, CT 06083-2200 Treasurer
John F. Sharry Executive Vice Executive Vice President
100 Bright Meadow Blvd. President, Retail
P.O. Box 2200 Distribution
Enfield, CT 06083-2200
Leonard J. Saltiel Managing Director, Vice President
56 Prospect Street Operations and Service
P.O. Box 150480
Hartford, CT 06115-0480
G. Jeffrey Bohne Vice President, Mutual Secretary
101 Munson Street Fund Customer Service
Greenfield, MA 01301
Nancy G. Curtiss Vice President and Treasurer
56 Prospect Street Treasurer,
P.O. Box 150480 Fund Accounting
Hartford, CT 06115-0480
Thomas N. Steenburg Vice President, Counsel Assistant Secretary
56 Prospect Street and Secretary
Hartford, CT 06115
William E. Keen, III Assistant Vice President, Vice President
100 Bright Meadow Blvd. Mutual Fund Regulation
P.O. Box 2200
Enfield, CT 06083-2200
Jacqueline Porter Assistant Vice President Assistant Treasurer
56 Prospect Street
Hartford, CT 06115
</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.
C-3
<PAGE>
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
Registrant's investment adviser, Phoenix Investment Counsel, Inc.;
Registrant's financial agent, transfer agent and principal underwriter,
Phoenix Equity Planning Corporation; Registrant's dividend disbursing
agent, State Street Bank and Trust Company; and Registrant's custodian,
Brown Brothers Harriman & Co. 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 Phoenix Equity Planning Corporation
is 100 Bright Meadow Boulevard, P.O. 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 for the custodian is 40 Water Street, Boston, Massachusetts
02109.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
C-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Registrant certifies that it meets all of the requirements for
effectiveness of this registration statement under Rule 485(b) under the
Securities Act and has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Hartford, and State of Connecticut on the 15th day of December, 1998.
PHOENIX-ABERDEEN WORLDWIDE
OPPORTUNITIES FUND
ATTEST: /s/ Thomas N. Steenburg By: /s/ Philip R. McLoughlin
------------------------------- -----------------------------------
Thomas N. Steenburg Philip R. McLoughlin
Assistant Secretary President
Pursuant to the requirements of the Securities Act, this amendment to the
registration statement has been signed below by the following persons in the
capacities indicated, on this 15th day of December, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
- ----------------------------
Robert Chesek* Trustee
- ----------------------------
E. Virgil Conway* Trustee
/s/ Nancy G. Curtiss Treasurer (principal financial and
- ---------------------------- accounting officer)
Nancy G. Curtiss
- ----------------------------
Harry Dalzell-Payne* Trustee
- ----------------------------
Francis E. Jeffries* Trustee
- ----------------------------
Leroy Keith, Jr.* Trustee
/s/ Philip R. McLoughlin
- ----------------------------
Philip R. McLoughlin Trustee and President
- ----------------------------
Everett L. Morris* Trustee
- ----------------------------
James M. Oates* Trustee
- ----------------------------
Calvin J. Pedersen* Trustee
- ----------------------------
Herbert Roth, Jr.* Trustee
- ----------------------------
Richard E. Segerson* Trustee
- ----------------------------
Lowell P. Weicker, Jr.* Trustee
By: /s/ Philip R. McLoughlin
- --------------------------------
*Philip R. McLoughlin pursuant to powers of attorney filed previously.
</TABLE>
S-1(c)
PHOENIX WORLDWIDE OPPORTUNITIES FUND
Certificate of Amendment to Declaration of Trust
and Establishment and Designation of Classes
The undersigned, individually as Trustee of Phoenix Worldwide
Opportunities Fund, a Massachusetts business trust (the "Trust") organized under
a Declaration of Trust dated November 4, 1991, as amended June 16, 1994, (the
"Declaration"), and as attorney-in-fact for each of the other Trustees of the
Trust pursuant to a certain Delegation and Power of Attorney dated August 26,
1998, executed by each of such Trustees, a copy of which is attached hereto, do
hereby certify that at a duly held meeting of the Board of Trustees of the Trust
held August 26, 1998, at which a quorum was present, the Board of Trustees,
acting pursuant to Article V, Section 5.13 of said Declaration for the purpose
of establishing an additional class of shares unanimously voted to further amend
said Declaration, effective August 26, 1998, as follows:
Article V, Section 5.14 is hereby amended and restated, to wit:
Section 5.14. Multi-Class Distribution System. Without in any
manner limiting the rights of the Trustees pursuant to Section 5.13,
above, the Trustees hereby divide the Shares of the Trust into three
classes. The classes, so established, shall be designated as "Phoenix
Worldwide Opportunities Fund Class A Shares" ("Class A Shares"),
"Phoenix Worldwide Opportunities Fund Class B Shares" ("Class B
Shares") and "Phoenix Worldwide Opportunities Fund Class C Shares"
("Class C Shares"). Subject to Section 5.13 of this Declaration, the
following preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption shall pertain to all Shares in each of the
foregoing classes:
(a) The assets belonging to each class shall be invested in
the same investment portfolio of the Trust.
(b) The dividends and distributions of investment income and
capital gains with respect to each class shall be in such amounts as
may be declared from time to time by the Trustees, and the dividends
and distributions of each class may vary from dividends and
distributions of investment income and capital gains with respect to
the other classes to reflect differing allocations of the expenses of
the Trust among the holders of the classes and any resultant
differences among the net asset value per share of each class, to such
extent and for such purposes as the Trustees may deem appropriate. The
allocation of investment income or capital gains and expenses and
liabilities of the Trust among the classes shall be determined by the
Trustees in a manner that is consistent with the order dated September
13, 1993 (Investment Company Act of 1940 Release No.
<PAGE>
IC-19706) issued by the Securities and Exchange Commission in
connection with the application for exemption filed by National
Multi-Sector Fixed Income Fund, Inc., et al., any amendment to such
order or any rule or interpretation under the Investment Company Act of
1940 that modifies or supersedes such order.
(c) Class A Shares (including fractional shares thereof) may
be subject to an initial sales charge pursuant to the terms of the
issuance of such Shares.
(d) The proceeds of the redemption of Class B and Class C
Shares (including a fractional share thereof) shall be reduced by the
amount of any contingent deferred sales charge payable on such
redemption pursuant to the terms of the issuance of such Shares.
(e) The holders of each class of shares shall have (i)
exclusive voting rights with respect to provisions of any distribution
plan adopted by the Trust pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (a "Plan") applicable to the respective class, and
(ii) no voting rights with respect to provisions of any Plan applicable
to any other class, or with regard to any other matter submitted to a
vote of shareholders which does not affect holders of that respective
class.
(f) (i) Each Class B Share, other than a share purchased
through the automatic reinvestment of a dividend or a distribution with
respect to Class B Shares, shall be converted automatically, and
without any action or choice on the part of the holder thereof, into
Class A Shares on the date that is the first business day following the
month in which the eighth anniversary date of the date of the issuance
of the Class B Share falls (the "Conversion Date"). With respect to
Class B Shares issued in an exchange or series of exchanges for shares
of shares of beneficial interest or common stock, as the case may be,
of another investment company or class or series thereof registered
under the Investment Company Act of 1940 pursuant to an exchange
privilege granted by the Trust, the date of issuance of the Class B
Shares for purposes of the immediately preceding sentence shall be the
date of issuance of the original shares of beneficial interest or
common stock, as the case may be.
(ii) Each Class B Share acquired through the automatic
reinvestment of a dividend or a distribution with respect to Class B
Shares shall be segregated in a separate sub-account. Each time any
Class B Shares in a shareholder's Fund account (other than those in the
aforedescribed applicable sub-account) convert to Class A Shares, an
equal pro rata portion of the Class B Shares then in the sub-account
will also convert to Class A Shares without any action or choice on the
part of the holder thereof. The portion will be determined by the ratio
that the shareholder's Class B Shares converting to Class A Shares
bears to the shareholder's total Class B Shares not acquired through
dividends and distributions.
(iii) The conversion of Class B Shares to Class A Shares
is subject to the continuing availability of an opinion of counsel or a
ruling of the Internal Revenue Service that payment of different
dividends on Class A and Class B Shares does not result
2
<PAGE>
in the Trust's dividends or distributions constituting "preferential
dividends" under the Internal Revenue Code of 1986, as amended, and
that the conversion of shares does not constitute a taxable event under
federal income tax law.
(iv) The number of shares of Class A Shares into which a
share of Class B Shares is converted pursuant to paragraphs (f) (i) and
(f) (ii) hereof shall equal the number (including for this purpose
fractions of a share) obtained by dividing the net asset value per
share of the Class B Shares (for purposes of sales and redemptions
thereof on the Conversion Date) by the net asset value per share of the
Class A Shares (for purposes of sales and redemptions thereof on the
Conversion Date).
(v) On the Conversion Date, the Class B Shares converted
into shares of Class A Shares will cease to accrue dividends and will
no longer be deemed outstanding and the rights of the holders thereof
(except the right to receive (i) the number of shares of Class A Shares
into which the Class B shares have been converted and (ii) declared but
unpaid dividends to the Conversion Date) will cease. Certificates
representing Class A Shares resulting from the conversion need not be
issued until certificates representing Class B Shares converted, if
such certificates have been issued, have been received by the Trust or
its agent duly endorsed for transfer.
IN WITNESS WHEREOF, I have hereunto set my hand this 30 day of October,
1998.
/s/ Philip R. McLoughlin
---------------------------------------------------
Philip R. McLoughlin, individually and as
attorney-in-fact for Robert Chesek, E. Virgil
Conway, Harry Dalzell-Payne, Francis E. Jeffries,
Leroy Keith, Jr., Everett L. Morris, James M. Oates,
Calvin J. Pedersen, Herbert Roth, Jr., Richard E.
Segerson and Lowell P. Weicker, Jr.
3
<PAGE>
DELEGATION AND POWER OF ATTORNEY
PHOENIX-ABERDEEN SERIES FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX INCOME AND GROWTH FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX WORLDWIDE OPPORTUNITIES FUND
The undersigned, being all of the Trustees of Phoenix-Aberdeen Series, The
Phoenix Edge Series Fund, Phoenix Equity Series Fund, Phoenix Income and Growth
Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix
Multi-Sector Short Term Bond Fund, Phoenix Series Fund, Phoenix Strategic Equity
Series Fund, and Phoenix Worldwide Opportunities Fund (sometimes hereafter
collectively the "Funds"), other than Philip R. McLoughlin, do hereby declare,
delegate and certify as follows:
1. Pursuant to Section 2.2 of that certain Declaration of Trust dated
August 25, 1997 establishing Phoenix Investment Trust 97, pursuant
to Section 2.2 of that certain Agreement and Declaration of Trust
dated May 30, 1997, establishing Phoenix Equity Series Fund.
Pursuant to Section 2.2 of that certain Agreement and Declaration
of Trust dated May 31, 1996, as amended, establishing
Phoenix-Aberdeen Series Fund, pursuant to Section 2.2 of that
certain Agreement and Declaration of Trust dated February 18, 1986,
as amended, establishing The Big Edge Series Fund, now know as the
Phoenix Edge Series Fund, pursuant to Section 2.2 of that certain
Declaration of Trust of Phoenix-Chase Series Fund, as amended and
restated July 28, 1980, as further amended, now know as Phoenix
Series Fund, and Section 2.2 of that certain Agreement and
Declaration of Trust dated October 15, 1987, as amended,
establishing the Phoenix Multi-Portfolio Fund, the undersigned, and
each of them, hereby appoints PHILIP R. MCLOUGHLIN, his agent and
attorney-in-fact for a period of one (1) year from the date hereof,
to execute any and all instruments including specifically but
without limitation amendments of either of said trust instruments
and appointments of trustee(s), provided that such action as
evidenced by such instrument shall have been adopted by requisite
vote of the Trustees and, where necessary, the Shareholders of such
funds, such vote or votes to be conclusively presumed by the
execution of such instrument by such attorney-in-fact.
2. Pursuant to Section 3.6 of that certain Declaration of Trust dated
June 25, 1986, as amended, establishing National Total Income Fund,
now know as Phoenix Income and Growth Fund, pursuant to Section 3.6
of that certain
4
<PAGE>
DELEGATION AND POWER OF ATTORNEY
August 26, 1998
Declaration of Trust dated June 25, 1986, as amended, establishing
National Stock Fund, now known as Phoenix Strategic Equity Series
Fund, and pursuant to Section 2.5 of that certain Declaration of
Trust dated February 20, 1992, as amended, establishing National
Short-Term Income Series, now know as Phoenix Multi-Sector Short
Term Bond Fund, and pursuant to Section 2.5 of that certain
Declaration of Trust of National Worldwide Opportunities Fund dated
November 4, 1991, as amended, now know as Phoenix Worldwide
Opportunities Fund, the undersigned, and each of them, hereby
delegates to and appoints PHILIP R. MCLOUGHLIN, his agent and
attorney-in-fact for a period of one (1) year from the date hereof,
to execute any and all instruments, including specifically but
without limitation amendments of each and every said trust
instrument and appointments of trustee(s), provided that such
action as evidenced by such instrument shall have been adopted by
requisite vote of the Trustees and, where necessary, the
Shareholders of such funds, such vote or votes to be conclusively
presumed by the execution of such instrument by such
attorney-in-fact.
3. The undersigned Trustees, and each of them, hereby further declare
that a photostatic, xerographic or other similar copy of this
original instrument shall be as effective as the original, and
that, as to any such amendment of any of the aforementioned trust
agreements or declarations, such copy shall be filed with such
instrument of amendment in the records of the Office of the
Secretary of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of
Attorney this 26th day of August 1998.
/s/ Robert Chesek /s/ James M. Oates
- ---------------------------- -----------------------------
Robert Chesek James M. Oates
/s/ E. Virgil Conway /s/ Calvin J. Pedersen
- ---------------------------- -----------------------------
E. Virgil Conway Calvin J. Pedersen
/s/ Harry Dalzell-Payne /s/ Herbert Roth, Jr.
- ---------------------------- -----------------------------
Harry Dalzell-Payne Herbert Roth, Jr.
/s/ Francis E. Jeffries /s/ Richard E. Segerson
- ---------------------------- -----------------------------
Francis E. Jeffries Richard E. Segerson
/s/ Leroy Keith, Jr. /s/ Lowell P. Weiker, Jr.
- ---------------------------- -----------------------------
Leroy Keith, Jr. Lowell P. Weicker, Jr.
/s/ Everett L. Morris
- ----------------------------
Everett L. Morris
5
PHOENIX WORLDWIDE OPPORTUNITIES FUND
Certificate of Amendment to Declaration of Trust
The undersigned, individually as Trustee of Phoenix Worldwide
Opportunities Fund, a Massachusetts business trust (the "Trust") under a
Declaration of Trust dated November 4, 1991, as amended from time to time (the
"Declaration"), and as attorney-in-fact for each of the other Trustees of the
Trust pursuant to a certain Delegation and Power of Attorney dated August 26,
1998, executed by each of such Trustees, a copy of which is attached hereto, do
hereby certify that at a duly held meeting of the Board of Trustees of the Trust
held November 18, 1998, at which a quorum was present, the Board of Trustees
acting in accordance with certain implied powers vested in the Board of Trustees
pursuant to Article II, Section 2.1 and the authority conferred pursuant to
Article VIII, Section 8.3 of said Declaration for the purpose of changing the
name of the Trust voted to further amend said Declaration effective on December
16, 1998 by deleting the first paragraph of Section 1.1 of Article I thereof and
by inserting in lieu of such paragraph the following paragraph:
"Section 1.1. Name. The name of the Trust created hereby is
"Phoenix-Aberdeen Worldwide Opportunities Fund"."
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of November, 1998.
/s/ Philip R. McLoughlin
-------------------------------------------
Philip R. McLoughlin, individually and as
attorney-in-fact for Robert Chesek, E.
Virgil Conway, Harry Dalzell-Payne, Francis
E. Jefferies, Leroy Keith, Jr., Everett L.
Morris, James M. Oates, Calvin J. Pedersen,
Herbert Roth, Jr., Richard E. Segerson, and
Lowell P. Weicker, Jr.
<PAGE>
DELEGATION AND POWER OF ATTORNEY
PHOENIX-ABERDEEN SERIES FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX INCOME AND GROWTH FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX WORLDWIDE OPPORTUNITIES FUND
The undersigned, being all of the Trustees of Phoenix-Aberdeen Series, The
Phoenix Edge Series Fund, Phoenix Equity Series Fund, Phoenix Income and Growth
Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix
Multi-Sector Short Term Bond Fund, Phoenix Series Fund, Phoenix Strategic Equity
Series Fund, and Phoenix Worldwide Opportunities Fund (sometimes hereafter
collectively the "Funds"), other than Philip R. McLoughlin, do hereby declare,
delegate and certify as follows:
1. Pursuant to Section 2.2 of that certain Declaration of Trust dated
August 25, 1997 establishing Phoenix Investment Trust 97, pursuant
to Section 2.2 of that certain Agreement and Declaration of Trust
dated May 30, 1997, establishing Phoenix Equity Series Fund.
Pursuant to Section 2.2 of that certain Agreement and Declaration
of Trust dated May 31, 1996, as amended, establishing
Phoenix-Aberdeen Series Fund, pursuant to Section 2.2 of that
certain Agreement and Declaration of Trust dated February 18, 1986,
as amended, establishing The Big Edge Series Fund, now know as the
Phoenix Edge Series Fund, pursuant to Section 2.2 of that certain
Declaration of Trust of Phoenix-Chase Series Fund, as amended and
restated July 28, 1980, as further amended, now know as Phoenix
Series Fund, and Section 2.2 of that certain Agreement and
Declaration of Trust dated October 15, 1987, as amended,
establishing the Phoenix Multi-Portfolio Fund, the undersigned, and
each of them, hereby appoints PHILIP R. MCLOUGHLIN, his agent and
attorney-in-fact for a period of one (1) year from the date hereof,
to execute any and all instruments including specifically but
without limitation amendments of either of said trust instruments
and appointments of trustee(s), provided that such action as
evidenced by such instrument shall have been adopted by requisite
vote of the Trustees and, where necessary, the Shareholders of such
funds, such vote or votes to be conclusively presumed by the
execution of such instrument by such attorney-in-fact.
2. Pursuant to Section 3.6 of that certain Declaration of Trust dated
June 25, 1986, as amended, establishing National Total Income Fund,
now know as Phoenix Income and Growth Fund, pursuant to Section 3.6
of that certain
<PAGE>
DELEGATION AND POWER OF ATTORNEY
August 26, 1998
Declaration of Trust dated June 25, 1986, as amended, establishing
National Stock Fund, now known as Phoenix Strategic Equity Series
Fund, and pursuant to Section 2.5 of that certain Declaration of
Trust dated February 20, 1992, as amended, establishing National
Short-Term Income Series, now know as Phoenix Multi-Sector Short
Term Bond Fund, and pursuant to Section 2.5 of that certain
Declaration of Trust of National Worldwide Opportunities Fund dated
November 4, 1991, as amended, now know as Phoenix Worldwide
Opportunities Fund, the undersigned, and each of them, hereby
delegates to and appoints PHILIP R. MCLOUGHLIN, his agent and
attorney-in-fact for a period of one (1) year from the date hereof,
to execute any and all instruments, including specifically but
without limitation amendments of each and every said trust
instrument and appointments of trustee(s), provided that such
action as evidenced by such instrument shall have been adopted by
requisite vote of the Trustees and, where necessary, the
Shareholders of such funds, such vote or votes to be conclusively
presumed by the execution of such instrument by such
attorney-in-fact.
3. The undersigned Trustees, and each of them, hereby further declare
that a photostatic, xerographic or other similar copy of this
original instrument shall be as effective as the original, and
that, as to any such amendment of any of the aforementioned trust
agreements or declarations, such copy shall be filed with such
instrument of amendment in the records of the Office of the
Secretary of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of
Attorney this 26th day of August 1998.
/s/ Robert Chesek /s/ James M. Oates
- ---------------------------- -----------------------------
Robert Chesek James M. Oates
/s/ E. Virgil Conway /s/ Calvin J. Pedersen
- ---------------------------- -----------------------------
E. Virgil Conway Calvin J. Pedersen
/s/ Harry Dalzell-Payne /s/ Herbert Roth, Jr.
- ---------------------------- -----------------------------
Harry Dalzell-Payne Herbert Roth, Jr.
/s/ Francis E. Jeffries /s/ Richard E. Segerson
- ---------------------------- -----------------------------
Francis E. Jeffries Richard E. Segerson
/s/ Leroy Keith, Jr. /s/ Lowell P. Weiker, Jr.
- ---------------------------- -----------------------------
Leroy Keith, Jr. Lowell P. Weicker, Jr.
/s/ Everett L. Morris
- ----------------------------
Everett L. Morris
PHOENIX WORLDWIDE OPPORTUNITIES FUND
SUBADVISORY AGREEMENT
October 27, 1998
Aberdeen Fund Managers, Inc.
1 Financial Plaza, Suite 2210
Nations Bank Tower
Fort Lauderdale, FL 33394
RE: Subadvisory Agreement
Gentlemen:
Phoenix Worldwide Opportunities Fund (the "Trust") is a diversified open-end
investment company registered under the Investment Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends
advisers for the Trust and is responsible for the day-to-day management of the
Trust.
1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Aberdeen Fund Managers, Inc. (the "Subadviser") as a subadviser
to invest and reinvest such assets of the Trust as Adviser and
Subadviser shall from time to time agree, based on Subadviser's
recommendation (hereafter sometimes called the "Delegated Assets"), on
the terms and conditions set forth herein. The services of the
Subadviser hereunder are not to be deemed exclusive; the Subadviser may
render services to others and engage in other activities which do not
conflict in any material manner in the Subadviser's performance
hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser
accepts its employment as a subadviser to the Adviser and agrees to use
its best professional judgment to make investment decisions for the
Trust in accordance with the provisions of this Agreement.
3. Services of Subadviser. The Subadviser shall provide the services set
forth herein and in Schedule A attached hereto and made a part hereof.
In providing management services to the Trust, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust and as set forth in the Trust's then current Prospectus and
Statement of Additional Information (as the same may be modified from
time to time), to the Trust's Agreement and Declaration of Trust, to
the investment and other restrictions set forth in the Act, the
Securities Act of 1933 and the Internal Revenue Code and the rules and
regulations thereunder, and to the supervision and control of the
Trustees of the Trust (the "Trustees"). The Subadviser shall not,
without the Adviser's prior approval, effect any transactions which
would cause the Trust at the time of the transaction to be out of
compliance with any of such restrictions or policies.
4. Expenses. The Subadviser shall furnish at its own expense, or pay the
expenses of the Adviser, for the following:
<PAGE>
(a) Office facilities, including office space, furniture and
equipment utilized by its employees, in the fulfillment
of Subadviser's responsibilities hereunder;
(b) Personnel necessary to perform the functions required to
manage the investment and reinvestment of the Delegated
Assets (including those required for research,
statistical and investment work), and to fulfill the
other functions of the Subadviser hereunder;
(c) Personnel to serve without salaries for the Trust as
officers or agents of the Trust. The Subadviser need not
provide personnel to perform, or pay the expenses of the
Adviser for, services customarily performed for an
open-end management investment company by its national
distributor, custodian, financial agent, transfer agent,
auditors and legal counsel; and
(d) Compensation and expenses, if any, of the Trustees who
are also full-time employees of the Subadviser.
5. Transaction Procedures. All transactions for the Trust will be
consummated by payment to, or delivery by, the Custodian(s) from time
to time designated by the Trust (the "Custodian"), or such depositories
or agents as may be designated by the Custodian pursuant to its
agreement with the Trust (the "Custodian Agreement"), of all cash
and/or securities due to or from the Trust. The Subadviser shall not
have possession or custody of such cash and/or securities or any
responsibility or liability with respect to such custody. The
Subadviser shall advise the Custodian and confirm in writing to the
Trust all investment orders for the Trust placed by it with brokers and
dealers at the time and in the manner set forth in the Custodian
Agreement and in Schedule B hereto (as amended from time to time). The
Trust shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction
initiated by the Subadviser. The Trust shall be responsible for all
custodial arrangements and the payment of all custodial charges and
fees, and, upon giving proper instructions to the Custodian, the
Subadviser shall have no responsibility or liability with respect to
custodial arrangements or the acts, omissions or other conduct of the
Custodian.
6. Allocation of Brokerage. The Subadviser shall have authority and
discretion to select brokers and dealers to execute Trust transactions
initiated by the Subadviser, and to select the markets on or in which
the transactions will be executed.
A. In placing orders for the sale and purchase of securities for the
Trust, the Subadviser's primary responsibility shall be to seek the
best execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive
bids for each transaction or to seek the lowest available commission
cost to the Trust, so long as the Subadviser reasonably believes that
the broker or dealer selected by it can be expected to obtain "best
execution" on the particular transaction and determines in good faith
that the commission cost is reasonable in relation to the value of the
brokerage and research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer to
the Subadviser, viewed in terms of either that particular transaction
or of the Subadviser's overall responsibilities with respect to its
clients, including the Trust, as to which the Subadviser exercises
investment discretion, notwithstanding that the Trust may not be the
direct or exclusive
2
<PAGE>
beneficiary of any such services or that another broker may be willing
to charge the Trust a lower commission on the particular transaction.
B. Subject to the requirements of paragraph A above, the Adviser shall
have the right to require that transactions giving rise to brokerage
commissions, in an amount to be agreed upon by the Adviser and the
Subadviser, shall be executed by brokers and dealers that provide
brokerage or research services to the Trust or that will be of value to
the Trust in the management of its assets, which services and
relationship may, but need not, be of direct or exclusive benefit to
the Trust. In addition, subject to paragraph A above, the applicable
Conduct Rules of the National Association of Securities Dealers, Inc.
and other applicable law, the Trust shall have the right to request
that transactions be executed by brokers and dealers by or through whom
sales of shares of the Trust are made.
C. The Subadviser shall not execute any transactions for the Trust with
a broker or dealer that is an "affiliated person" (as defined in the
Act) of the Trust, the Subadviser or the Adviser without the prior
written approval of the Trust.
7. Fees for Services. The compensation of the Subadviser for its services
under this Agreement shall be calculated and paid by the Adviser in
accordance with the attached Schedule C. Pursuant to the Investment
Advisory Agreement between the Trust and the Adviser, the Adviser is
solely responsible for the payment of fees to the Subadviser.
8. Limitation of Liability. The Subadviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its best
professional judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement, or in accordance with specific directions or
instructions from the Trust, provided, however, that such acts or
omissions shall not have constituted a breach of the investment
objectives, policies and restrictions applicable to the Trust and that
such acts or omissions shall not have resulted from the Subadviser's
willful misfeasance, bad faith or gross negligence, a violation of the
standard of care established by and applicable to the Subadviser in its
actions under this Agreement or a breach of its duty or of its
obligations hereunder (provided, however, that the foregoing shall not
be construed to protect the Subadviser from liability under the Act,
other federal or state securities laws or common law).
9. Confidentiality. Subject to the duty of the Subadviser to comply with
applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Trust and the actions of
the Subadviser and the Trust in respect thereof.
10. Assignment. This Agreement shall terminate automatically in the event
of its assignment, as that term is defined in Section 2(a)(4) of the
Act. The Subadviser shall notify the Adviser in writing sufficiently in
advance of any proposed change of control, as defined in Section
2(a)(9) of the Act, as will enable the Adviser to consider whether an
assignment as defined in Section 2(a)(4) of the Act will occur and to
take the steps it deems necessary.
11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:
3
<PAGE>
A. It is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of
the Trust, in the manner required or permitted by the Act and
the Rules thereunder, the records identified in Schedule D (as
amended from time to time). The Subadviser agrees that such
records are the property of the Trust, and will be surrendered
to the Trust or to the Adviser as agent of the Trust promptly
upon request of either.
C. It has a written code of ethics complying with the
requirements of Rule 17j-l under the Act and will provide the
Adviser with a copy of the code of ethics and evidence of its
adoption. Subadviser acknowledges receipt of the written code
of ethics adopted by and on behalf of the Trust (the "Code of
Ethics"). Within 10 days of the end of each calendar quarter
while this Agreement is in effect, a duly authorized
compliance officer of the Subadviser shall certify to the
Trust and to the Adviser that the Subadviser has complied with
the requirements of Rule 17j-l during the previous calendar
quarter and that there has been no violation of its code of
ethics, or the Code of Ethics, or if such a violation has
occurred, that appropriate action was taken in response to
such violation. The Subadviser shall permit the Trust and
Adviser to examine the reports required to be made by the
Subadviser under Rule 17j-l(c)(1) and this subparagraph.
D. Reference is hereby made to the Declaration of Trust dated
November 4, 1991, establishing the Trust, a copy of which has
been filed with the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter so filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere
as required by law. The name Phoenix Worldwide Opportunities
Fund refers to the Trustees under said Declaration of Trust,
as Trustees and not personally, and no Trustee, shareholder,
officer, agent or employee of the Trust shall be held to any
personal liability in connection with the affairs of the
Trust; only the trust estate under said Declaration of Trust
is liable. Without limiting the generality of the foregoing,
neither the Subadviser nor any of its officers, directors,
partners, shareholders or employees shall, under any
circumstances, have recourse or cause or willingly permit
recourse to be had directly or indirectly to any personal,
statutory, or other liability of any shareholder, Trustee,
officer, agent or employee of the Trust or of any successor of
the Trust, whether such liability now exists or is hereafter
incurred for claims against the trust estate.
12. Amendment. This Agreement may be amended at any time, but only by
written agreement between the Subadviser and the Adviser, which
amendment, other than amendments to Schedules B and D, is subject to
the approval of the Trustees and the Shareholders of the Trust as and
to the extent required by the Act.
13. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and
effect until December 31, 1999, and thereafter only so long as its
continuance has been specifically approved at least annually by the
Trustees in accordance with Section 15(a) of the Act, and by the
majority vote of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.
4
<PAGE>
14. Termination. This Agreement may be terminated by either party, without
penalty, immediately upon written notice to the other party in the
event of a breach of any provision thereof by the party so notified, or
otherwise, upon sixty (60) days' written notice to the other party, but
any such termination shall not affect the status, obligations or
liabilities of either party hereto to the other party.
15. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the Commonwealth of Massachusetts.
16. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the
remainder of this Agreement shall not be affected thereby, and each and
every term and condition of this Agreement shall be valid and enforced
to the fullest extent permitted by law.
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Michael E. Haylon
-----------------------------
Michael E. Haylon
President
ACCEPTED:
ABERDEEN FUND MANAGERS, INC.
By: /s/ Bev Hendry
- ----------------------------------------------
Bev Hendry
Chief Executive Officer, Chief Operating
Officer and Vice President
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements
5
<PAGE>
SCHEDULE A
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Trust
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Trust consistent with its
investment objectives based upon the development, review and
adjustment of buy/sell strategies approved from time to time
by the Board of Trustees and Adviser;
(b) Implementation of the investment program for the Trust based
upon the foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the
Adviser, with respect to: i) compliance with the Code of
Ethics and the Subadviser's code of ethics; ii) compliance
with procedures adopted from time to time by the Trustees of
the Trust relative to securities eligible for resale under
Rule 144A under the Securities Act of 1933, as amended; iii)
diversification of Trust assets in accordance with the then
prevailing prospectus and statement of additional information
pertaining to the Trust and governing laws; iv) compliance
with governing restrictions relating to the fair valuation of
securities for which market quotations are not readily
available or considered "illiquid" for the purposes of
complying with the Trust's limitation on acquisition of
illiquid securities; v) any and all other reports reasonably
requested in accordance with or described in this Agreement;
and, vi) the implementation of the Trust's investment program,
including, without limitation, analysis of Trust's
performance;
(d) Attendance by appropriate representatives of the Subadviser at
meetings requested by the Adviser or Trustees at such time(s)
and location(s) as reasonably requested by the Adviser or
Trustees; and
(e) Participation, overall assistance and support in marketing the
Trust, including, without limitation, meetings with pension
fund representatives, broker/dealers who have a sales
agreement with Phoenix Equity Planning Corporation, and other
parties requested by the Adviser.
6
<PAGE>
SCHEDULE B
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied to Brown Brothers Harriman & Co. (the "Custodian"),
the custodian for the Trust.
The Subadviser must furnish the Custodian with daily information as to executed
trades, or, if no trades are executed, with a report to that effect, no later
than 5 p.m. (Eastern Standard time) on the day of the trade (confirmation
received from broker). The necessary information can be sent via facsimile
machine to the Custodian. Information provided to the Custodian shall include
the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Trust, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Trust. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report. This
will normally be done by telex so that the Subadviser will know the amount
available for investment purposes.
7
<PAGE>
SCHEDULE C
SUBADVISORY FEE
For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.375% of the average daily net
asset values of the Delegated Assets up to $1 billion, 0.35% of such values of
the Delegated Assets between $1 billion and $2 billion, and 0.325% of such
values of the Delegated Assets in excess of $2 billion. The fees shall be
prorated for any month during which this agreement is in effect for only a
portion of the month. In computing the fee to be paid to the Subadviser, the net
asset value of the Trust shall be valued as set forth in the then current
registration statement of the Trust.
8
<PAGE>
SCHEDULE D
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other
purchases and sales, given by the Subadviser on behalf of the Trust
for, or in connection with, the purchase or sale of securities, whether
executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modifications or
cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the
Trust.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases upon which the allocation of orders for the purchase and
sale of Trust securities to named broker or dealers was effected, and
the division of brokerage commissions or other compensation on such
purchase and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers
to:
(a) The Trust,
(b) The Adviser (Phoenix Investment Counsel, Inc.)
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation.
D. The name of the person responsible for making the determination of
such allocation and such division of brokerage commissions or
other compensation.
3. (Rule 3la-(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of Trust securities. Where an authorization is made by
a committee or group, a record shall be kept of the names of its
members who participate in the authorization. There shall be retained
as part of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of Trust securities and
such other information as is appropriate to support the authorization.*
- --------
* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal reports
or subadviser review.
9
<PAGE>
4. (Rule 31a-1(f)) Such accounts, books and other documents as are
required to be maintained by registered investment advisers by rule
adopted under Section 204 of the Investment Advisers Act of 1940, to
the extent such records are necessary or appropriate to record the
Subadviser's transactions for the Trust.
10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 66 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated August 7, 1998, relating to the financial
statements and financial highlights appearing in the June 30, 1998 Annual Report
to Shareholders of the Phoenix Worldwide Opportunities Fund (currently the
Phoenix-Aberdeen Worldwide Opportunities Fund), which are also incorporated by
reference into the Registration Statement. We also consent to the reference to
us under the heading "Financial Highlights" in the Prospectus and under the
heading "Other Information - Independent Accountants" in the Statement of
Additional Information.
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 14, 1998
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<EXPENSE-RATIO> 2.17
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
