PHOENIX STRATEGIC ALLOCATION FUND, INC.
Supplement dated July 9, 1999 to
Statement of Additional Information dated May 1, 1999
The disclosure contained in the Statement of Additional Information dated May 1,
1999 is hereby supplemented as described below.
Page 12, under the subheading "Qualified Purchasers," renumber as (20) the
current category (19), and insert a new category (19) as follows: "(19) 401(k)
participants in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at
least $3 million in assets or 500 or more eligible employees;". Renumber as
(20) all references to the former category (19).
Page 13, under the subheading "Class B Shares--Waiver of Sales Charges," insert
a new category (e) as follows and rename the categories following the insert as
(f), (g) and (h): "(e) from the Merrill Lynch Daily K Plan ("Plan") invested in
Class B Shares, on which such shares the Distributor has not paid the dealer the
Class B sales commission;".
Page 16, under the heading "Tax Sheltered Retirement Plans," add a subsection as
follows:
MERRILL LYNCH DAILY K PLAN
Class A Shares of a Fund are made available to Merrill Lynch
Daily K Plan (the "Plan") participants at NAV without an initial sales
charge if:
(i) the Plan is recordkept on a daily valuation basis by Merrill
Lynch and, on the date the Plan Sponsor signs the Merrill
Lynch Recordkeeping Service Agreement, the Plan has $3 million
or more in assets invested in broker/dealer funds not advised
or managed by Merrill Lynch Asset Management L.P. ("MLAM")
that are made available pursuant to a Service Agreement
between Merrill Lynch and the fund's principal underwriter or
distributor and in funds advised or managed by MLAM
(collectively, the "Applicable Investments");
(ii) The Plan is recordkept on a daily valuation basis by an
independent recordkeeper whose services are provided through a
contract or alliance arrangement with Merrill Lynch, and, on
the date the Plan Sponsor signs the Merrill Lynch
Recordkeeping Service Agreement, the Plan has $3 million or
more in assets, excluding money market funds, invested in
Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by
a Merrill Lynch plan conversion manager, on the date the Plan
Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement.
Alternatively, Class B Shares of a Fund are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the
requirements for eligibility set for in (i) through (iii) above but
either does not meet the $3 million asset threshold or does not have
500 or more eligible employees.
Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently
investing in Class B Shares of a Fund convert to Class A Shares once
the Plan has reached $5 million invested in Applicable Investments, or
after the normal holding period of seven years from the initial date of
purchase.
Page 17, under the heading "The Distributor", in the first paragraph after the
table, insert the following after the first sentence: "This sales commission
will not be paid to dealers for sales of Class B Shares purchased by 401(k)
participants of the Merrill Lynch Daily K Plan due to a waiver of the CDSC for
these Plan participants' purchases."
Page 17, under the heading "The Distributor," in the second paragraph after the
table, insert the following after the first sentence: "Such fees are in addition
to the sales commissions referenced above and may be based upon the
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amount of sales of fund shares by a dealer; the provision of assistance in
marketing of fund shares; access to sales personnel and information
dissemination services; provision of recordkeeping and administrative services
to qualified employee benefit plans; and other criteria as established by the
Distributor."
Page 18, under the heading "The Distributor," in the first partial paragraph,
insert the following prior to the last sentence: "From its own resources, the
Distributor intends to pay the following additional compensation to Merrill
Lynch, Pierce, Fenner & Smith, Incorporated: 0.25% on sales of Class A and B
Shares, 0.10% on sales of Class C Shares, 0.10% on sales of Class A shares sold
at net asset value, and 0.10% annually on the average daily net asset value of
fund shares on which Merrill Lynch is broker of record and which such shares
exceed the amount of assets on which Merrill Lynch is broker of record as of
July 1, 1999." Also, insert as the last sentence of said paragraph: "Equity
Planning reserves the right to discontinue or alter such fee payment plans at
any time."
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE STATEMENT OF ADDITIONAL
INFORMATION FOR FUTURE REFERENCE.
PXP 458/ML (7/99)
