<PAGE>
Phoenix Investment Partners
APRIL 30, 1999
ANNUAL REPORT
Phoenix
Small Cap Fund
Phoenix Strategic
Theme Fund
Phoenix Equity
Opportunities Fund
[LOGO] PHOENIX
INVESTMENT PARTNERS
<PAGE>
MESSAGE FROM THE PRESIDENT
DEAR SHAREHOLDER:
[PHOTO]
We are pleased to provide this report for the Phoenix Small Cap Fund, the
Phoenix Strategic Theme Fund and the Phoenix Equity Opportunities Fund for the
12 months ended April 30, 1999.
The last 12 months marked another period of wide disparity in performance of
large-capitalization stocks versus small-capitalization stocks and
growth-oriented investment styles versus value investing. For example, the
Russell 1000 Growth Index(1) was up 26.5%, while the Russell 1000 Value Index(2)
only gained 14.1% for the period. In contrast, the small-company Russell 2000
Growth Index(3) fell (3.8)% compared with a decline of (15.3)% for the Russell
2000 Value Index(4).
Given this difficult environment, we are pleased to report that the Phoenix
Strategic Theme Fund outperformed the S&P 500 Index(5), the Phoenix Equity
Opportunities Fund outperformed the Russell 2000 Growth Index and the Phoenix
Small Cap Fund outperformed the Russell 2000 Index(6). We believe that by
remaining true to our investment discipline, we will continue to add value for
our shareholders over the long term. Of course, past performance is not a
guarantee of future results.
On the following pages, each of the Funds' portfolio management teams discuss
market factors that affected the portfolio and share their outlooks for the next
six to 12 months. We hope you find their comments informative. If you have any
questions, please contact your financial advisor or call us at 1-800-243-1574
(option 0), between 8:00 a.m. and 6:00 p.m. Eastern Time, Monday through Friday.
Sincerely,
/s/ Philip R. McLoughlin
Philip R. McLoughlin
MAY 17, 1999
(1) THE RUSSELL 1000 GROWTH INDEX IS A MEASURE OF LARGE-CAPITALIZATION,
GROWTH-ORIENTED STOCK TOTAL RETURN PERFORMANCE.
(2) THE RUSSELL 1000 VALUE INDEX IS A MEASURE OF LARGE-CAPITALIZATION,
VALUE-ORIENTED STOCK TOTAL RETURN PERFORMANCE.
(3) THE RUSSELL 2000 GROWTH INDEX IS A MEASURE OF SMALL-CAPITALIZATION,
GROWTH-ORIENTED STOCK TOTAL RETURN PERFORMANCE.
(4) THE RUSSELL 2000 VALUE INDEX IS A MEASURE OF SMALL-CAPITALIZATION,
VALUE-ORIENTED STOCK TOTAL RETURN PERFORMANCE.
(5) THE S&P 500 INDEX IS A MEASURE OF STOCK MARKET TOTAL RETURN PERFORMANCE.
(6) THE RUSSELL 2000 INDEX IS A MEASURE OF SMALL-CAPITALIZATION STOCK TOTAL
RETURN PERFORMANCE.
INDICES REFERENCED ARE UNMANAGED AND NOT AVAILABLE FOR DIRECT INVESTMENT.
Mutual Funds are not insured by the FDIC; are not
deposits or other obligations of a bank and are not
guaranteed by a bank; and are subject to
investment risks, including possible loss of the
principal invested.
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Phoenix Small Cap Fund.................................................... 3
Phoenix Strategic Theme Fund.............................................. 11
Phoenix Equity Opportunities Fund......................................... 20
Notes to Financial Statements............................................. 27
</TABLE>
2
<PAGE>
PHOENIX SMALL CAP FUND
A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM
Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
A: The Fund is appropriate for long-term investors seeking above-average capital
appreciation through investments in small-capitalization stocks. Investors
should note that small-company investing involves added risks, including greater
price volatility, less liquidity and increased competitive threat.
Q: HOW DID THE FUND PERFORM FOR THE FISCAL YEAR ENDED APRIL 30, 1999?
A: For the 12 months ended April 30, 1999, Class A shares of the Fund were down
(5.66)% and Class B shares were down (6.39)%. This compares with the Russell
2000 Index(1), which decreased (9.25)% and the S&P 600 SmallCap Index(2), which
declined (14.30)% over this same time period. The Russell 2000 Growth Index(3)
fell (3.77)% for the year. All performance figures assume reinvestment of
distributions and exclude the effect of sales charges.
Q: WHAT HAS CHANGED SINCE THE LAST TIME YOU WROTE TO US AT THE END OF OCTOBER?
A: At that time we had just begun to see the recovery of the market after the
Fed cut interest rates in response to a fragile global economy. In essence, this
move towards stabilization worked, and equity markets have continued to climb
since last October. More importantly, small-cap stocks are becoming bigger
participants in the bull market. For example, over the past six months, the
Fund's Class A shares have returned 18.49% compared to 15.16% for the Russell
2000 Index and 9.03% for the S&P 600 SmallCap Index.
Q: WHAT ARE OF SOME OF THE POSITIVES THAT HAVE HELPED THE FUND?
A: With the domestic economy continuing to perform better than expected, the
Fund's retail holdings have done particularly well. Some of our top holdings in
this sector include Claire's and Cost Plus. Financials were one of the hardest
hit industries during last summer's selloff. The Fund took this opportunity to
increase its holdings in this area. In fact, the Fund's largest holding, Metris,
a small issuer of credit cards, was among the top performers over the last six
months.
Q: PLEASE DISCUSS SOME STOCKS THAT DID NOT PERFORM WELL.
A: The Fund's worst performing holding was Curative Health Services. The company
was plagued by a slowdown in its core business and was the subject of a
whistleblower suit brought by the federal government. Although the company
steadfastly maintains its innocence, investors sold the stock given the
uncertainty of the situation. CKR Restaurants was another poor performer as the
company was having difficulties with their Hardee's division. With the company
solidly profitable and management's commitment to get Hardee's back on track, we
increased our position.
(1) THE RUSSELL 2000 INDEX IS A MEASURE OF SMALL-CAPITALIZATION TOTAL RETURN
PERFORMANCE.
(2) THE S&P 600 SMALLCAP INDEX IS A MEASURE OF SMALL-CAP STOCK TOTAL RETURN
PERFORMANCE.
(3) THE RUSSELL 2000 GROWTH INDEX IS A MEASURE OF SMALL-CAPITALIZATION,
GROWTH-ORIENTED STOCK TOTAL RETURN PERFORMANCE.
INDICES REFERENCED ARE UNMANAGED AND NOT AVAILABLE FOR DIRECT INVESTMENT.
3
<PAGE>
PHOENIX SMALL CAP FUND (CONTINUED)
Q: WHAT IS THE OUTLOOK FOR SMALL-CAP STOCKS?
A: As we mentioned earlier, small-cap performance has improved somewhat since
the Fed lowered interest rates back in October. However, they have still had a
difficult time keeping up with the large-cap segment of the market. Several
things have changed over the past several months, which we believe will help
small stocks outperform. First, despite fears that the U.S. economy would slow
in 1999, the economy has in fact remained robust. As investors gain confidence
that the economy is likely to remain healthy, we expect the market to broaden
out and not focus on only the largest companies. Over the past three months, we
have seen this begin to happen. Second, for a long time we have argued that
small-cap stocks are cheap, yet no serious buyers emerged. This has changed
recently as well, as large corporations have recognized the value in the
small-cap sector and have begun to acquire many small companies. Over the past
six months, larger companies acquired three of the Fund's holdings at premium
prices. As a result, we believe that these corporate buyers have set a floor for
valuations on small-cap companies. Given these elements, we are optimistic that
small caps are a very attractive asset class and should begin to close the
valuation gap relative to large-cap stocks.
MAY 20, 1999
4
<PAGE>
Phoenix Small Cap Fund
AVERAGE ANNUAL TOTAL RETURNS(1) PERIODS ENDING 4/30/99
<TABLE>
<CAPTION>
INCEPTION INCEPTION
1 YEAR TO 4/30/99 DATE
------- ----------- -----------
<S> <C> <C> <C>
Class A Shares at NAV(2) (5.66)% 22.24% 10/16/95
Class A Shares at POP(3) (10.14) 20.57 10/16/95
Class B Shares at NAV(2) (6.39) 21.32 10/16/95
Class B Shares with CDSC(4) (9.84) 20.98 10/16/95
Russell 2000 Growth Index(6) (3.77) 10.75 10/16/95
Russell 2000 Index(7) (9.25) 12.18 10/16/95
</TABLE>
(1) Total returns are historical and include changes in share price and the
reinvestment of both dividends and capital gains distributions.
(2) "NAV" (Net Asset Value) total returns do not include the effect of any
sales charge.
(3) "POP" (Public Offering Price) total returns include the effect of the
maximum front-end 4.75% sales charge.
(4) CDSC (contingent deferred sales charge) is applied to redemptions of
certain classes of shares that do not have a sales charge applied at the
time of purchase. CDSC charges for B shares decline from 5% to 0% over a
five year period.
(5) This chart illustrates POP returns on Class A and CDSC returns on Class B
Shares since inception.
(6) The Russell 2000 Growth Index is a measure of small-capitalization growth-
oriented stock total return performance. The index's performance does not
reflect sales charges.
(7) The Russell 2000 Index is a measure of small-capitalization total return
performance. The index's performance does not reflect sales charges.
All returns represent past performance which may not be indicative of
future performance. The investment return and principal value of an
investment will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
GROWTH OF $10,000 PERIODS ENDING 4/30
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
PHOENIX SMALL CAP FUND CLASS A(1) PHOENIX SMALL CAP FUND CLASS B(5) RUSSELL 2000 GROWTH INDEX(6)
<S> <C> <C> <C>
10/16/95 $9,525.00 $10,000.00 $10,000.00
04/30/96 $15,950.41 $16,680.00 $12,004.61
04/30/97 $13,489.29 $14,006.97 $10,378.68
04/30/98 $20,548.02 $21,173.57 $14,914.21
04/30/99 $19,384.81 $19,625.02 $14,351.41
<CAPTION>
RUSSELL 2000 INDEX(7)
<S> <C>
10/16/95 $10,000.00
04/30/96 $11,616.78
04/30/97 $11,622.64
04/30/98 $16,550.84
04/30/99 $15,019.32
</TABLE>
This Growth of $10,000 chart assumes an initial investment of $10,000 made on
10/16/95 (inception of the Fund) in Class A and Class B shares. The total return
for Class A shares reflects the maximum sales charge of 4.75% on the initial
investment. The total return for Class B shares reflects the CDSC charges which
decline from 5% to 0% over a five year period. Performance assumes dividends and
capital gains are reinvested.
SECTOR WEIGHTINGS 4/30/99
As a percentage of equity holdings
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
Technology 29%
Consumer Cyclicals 28
Consumer Staples 18
Financials 12
Health Care 4
Capital Goods 3
Energy 3
Other 3
</TABLE>
See Notes to Financial Statements 5
<PAGE>
Phoenix Small Cap Fund
TEN LARGEST HOLDINGS AT APRIL 30, 1999 (AS A PERCENTAGE OF TOTAL NET ASSETS)
<TABLE>
<C> <S> <C>
1. Metris Companies, Inc. 5.2%
DIRECT MARKETER OF CONSUMER CREDIT PRODUCTS
2. Claire's Stores, Inc. 5.1%
SPECIALTY TEEN RETAILER
3. Cheesecake Factory, Inc. (The) 4.5%
RESTAURANT CHAIN
4. Whole Foods Market, Inc. 3.9%
NATURAL FOODS RETAILER
5. Cost Plus, Inc. 3.6%
SPECIALTY RETAILER OF CASUAL HOME LIVING AND ENTERTAINING
PRODUCTS
6. 99 Cents Only Stores 3.6%
GENERAL MERCHANDISE RETAILER
7. Abacus Direct Corp. 2.9%
PROVIDES MARKET RESEARCH SERVICES TO THE DIRECT-MAIL INDUSTRY
8. Encal Energy Ltd. (Canada) 2.8%
INTERMEDIATE OIL AND GAS EXPLORER
9. CKE Restaurants, Inc. 2.7%
OPERATES, FRANCHISES AND LICENSES QUICK-SERVICE RESTAURANTS
10. Fastenal Co. 2.6%
INDUSTRIAL FASTENER DISTRIBUTOR
</TABLE>
INVESTMENTS AT APRIL 30, 1999
<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C> <C>
COMMON STOCKS--94.8%
AIR FREIGHT--1.3%
Expeditors International of
Washington, Inc............... 45,000 $ 2,728,125
BIOTECHNOLOGY--1.9%
Biomatrix, Inc.(b)............ 80,000 2,635,000
Coulter Pharmaceutical,
Inc.(b)....................... 72,000 1,449,000
------------
4,084,000
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--1.8%
Metro Networks, Inc.(b)....... 86,000 3,870,000
COMMUNICATIONS EQUIPMENT--0.9%
Ortel Corp.(b)................ 275,000 1,856,250
COMPUTERS (SOFTWARE & SERVICES)--15.5%
Abacus Direct Corp.(b)........ 83,000 6,142,000
Broadcast.com, Inc.(b)........ 28,200 3,616,650
Concentric Network Corp.(b)... 32,000 2,672,000
EarthLink Network, Inc.(b).... 32,000 2,206,000
Inktomi Corp.(b).............. 6,400 766,400
International Network
Services(b)................... 42,000 1,596,000
Legato Systems, Inc.(b)....... 89,700 3,627,244
Network Solutions, Inc.(b).... 46,000 3,576,500
New Era of Networks,
Inc.(b)....................... 78,000 2,929,875
Peregrine Systems, Inc.(b).... 146,000 3,285,000
Verio, Inc.(b)................ 30,000 2,130,000
------------
32,547,669
------------
CONSUMER FINANCE--5.2%
Metris Companies, Inc......... 180,000 11,002,500
DISTRIBUTORS (FOOD & HEALTH)--3.2%
Schein (Henry), Inc.(b)....... 150,000 3,928,125
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C> <C>
DISTRIBUTORS (FOOD & HEALTH)--CONTINUED
Smart & Final, Inc............ 275,000 $ 2,767,187
------------
6,695,312
------------
ELECTRICAL EQUIPMENT--3.3%
Advanced Energy Industries,
Inc.(b)....................... 103,000 2,851,812
Flextronics International
Ltd.(b)....................... 90,000 4,201,875
------------
7,053,687
------------
ELECTRONICS (INSTRUMENTATION)--0.5%
Meade Instruments Corp.(b).... 85,000 1,136,875
ELECTRONICS (SEMICONDUCTORS)--8.1%
Applied Micro Circuits
Corp.(b)...................... 87,500 4,664,844
Conexant Systems, Inc.(b)..... 93,000 3,789,750
Micrel, Inc.(b)............... 77,000 4,533,375
Vitesse Semiconductor
Corp.(b)...................... 90,000 4,168,125
------------
17,156,094
------------
ENTERTAINMENT--1.3%
Carmike Cinemas, Inc.(b)...... 125,000 2,695,312
FINANCIAL (DIVERSIFIED)--1.7%
Federal Agricultural Mortgage
Corp. Class C(b).............. 62,000 3,530,125
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--3.1%
Championship Auto Racing
Teams, Inc.(b)................ 70,000 2,156,875
International Speedway Corp.
Class A....................... 85,000 4,377,500
------------
6,534,375
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--1.2%
Inhale Therapeutic Systems,
Inc.(b)....................... 90,000 2,587,500
</TABLE>
6 See Notes to Financial Statements
<PAGE>
Phoenix Small Cap Fund
<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C> <C>
HEALTH CARE (SPECIALIZED SERVICES)--0.4%
Omnicare, Inc................. 35,000 $ 842,187
INVESTMENT BANKING/BROKERAGE--2.9%
Ameritrade Holding Corp. Class
A(b).......................... 26,000 3,472,625
Investment Technology Group,
Inc........................... 45,000 1,558,125
Jefferies Group, Inc.(b)...... 45,000 1,029,375
------------
6,060,125
------------
INVESTMENT MANAGEMENT--1.8%
Gabelli Asset Management,
Inc.(b)....................... 245,000 3,690,312
RESTAURANTS--7.2%
CKE Restaurants, Inc.......... 346,500 5,673,938
Cheesecake Factory, Inc.
(The)(b)...................... 340,000 9,520,000
------------
15,193,938
------------
RETAIL (BUILDING SUPPLIES)--2.6%
Fastenal Co................... 115,000 5,491,250
RETAIL (DISCOUNTERS)--3.6%
99 Cents Only Stores(b)....... 160,775 7,576,522
RETAIL (FOOD CHAINS)--3.9%
Whole Foods Market, Inc.(b)... 211,000 8,229,000
RETAIL (SPECIALTY)--15.1%
Claire's Stores, Inc.......... 323,000 10,699,375
Cost Plus, Inc.(b)............ 217,500 7,666,875
Lithia Motors, Inc. Class
A(b).......................... 150,000 2,821,875
Restoration Hardware,
Inc.(b)....................... 331,500 5,179,688
Sonic Automotive, Inc.(b)..... 363,500 5,384,344
------------
31,752,157
------------
SERVICES (ADVERTISING/MARKETING)--1.0%
DoubleClick, Inc.(b).......... 15,000 2,097,188
SERVICES (COMMERCIAL & CONSUMER)--2.6%
Corporate Executive Board Co.
(The)(b)...................... 90,000 2,531,250
NCO Group, Inc.(b)............ 92,000 3,001,500
------------
5,532,750
------------
SERVICES (COMPUTER SYSTEMS)--2.3%
Whittman-Hart, Inc.(b)........ 170,000 4,802,500
SHIPPING--0.5%
Dril-Quip, Inc.(b)............ 40,800 994,500
TELECOMMUNICATIONS (LONG DISTANCE)--1.9%
WinStar Communications,
Inc.(b)....................... 82,000 3,987,250
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C> <C>
TEXTILES (APPAREL)--0.0%
Boss Holdings, Inc.(b)........ 2,915 $ 5,830
- --------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $166,487,940) 199,733,333
- --------------------------------------------------------------------
FOREIGN COMMON STOCKS--4.2%
COMMUNICATIONS EQUIPMENT--0.7%
Research in Motion Ltd.
(Canada)(b)................... 120,000 1,454,360
COMPUTERS (SOFTWARE & SERVICES)--0.7%
Fundtech Ltd. (Israel)(b)..... 40,000 1,377,500
OIL & GAS (EXPLORATION & PRODUCTION)--2.8%
Encal Energy Ltd.
(Canada)(b)................... 1,200,000 5,850,403
- --------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $7,131,840) 8,682,263
- --------------------------------------------------------------------
PREFERRED STOCKS--0.7%
COMPUTERS (NETWORKING)--0.7%
Women.com(b).................. 455,930 1,500,010
- --------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(IDENTIFIED COST $1,500,010) 1,500,010
- --------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--99.7%
(IDENTIFIED COST $175,119,790) 209,915,606
- --------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000)
------------ ------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--0.3%
COMMERCIAL PAPER--0.3%
AT&T Corp. 4.93%, 5/3/99...... A-1+ $655 654,821
- ----------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $654,821) 654,821
- ----------------------------------------------------------------------
TOTAL INVESTMENTS--100.0%
(IDENTIFIED COST $175,774,611) 210,570,427(a)
Cash and receivables, less liabilities--0.0% 91,619
--------------
NET ASSETS--100.0% $ 210,662,046
--------------
--------------
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $45,935,813 and gross
depreciation of $12,573,213 for federal income tax purposes. At April 30,
1999, the aggregate cost of securities for federal income tax purposes was
$177,207,827.
(b) Non-income producing.
See Notes to Financial Statements
7
<PAGE>
Phoenix Small Cap Fund
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $175,774,611) $ 210,570,427
Cash 1,633,960
Receivables
Fund shares sold 2,571,950
Prepaid expenses 5,897
--------------
Total assets 214,782,234
--------------
LIABILITIES
Payables
Investment securities purchased 2,999,401
Fund shares repurchased 625,938
Transfer agent fee 126,946
Investment advisory fee 129,850
Distribution fee 98,494
Financial agent fee 15,033
Trustees' fee 4,110
Accrued expenses 120,416
--------------
Total liabilities 4,120,188
--------------
NET ASSETS $ 210,662,046
--------------
--------------
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $ 201,175,766
Accumulated net realized loss (25,309,536)
Net unrealized appreciation 34,795,816
--------------
NET ASSETS $ 210,662,046
--------------
--------------
CLASS A
Shares of beneficial interest outstanding,
$0.0001 par value, unlimited authorization
(Net Assets $121,313,331) 7,709,289
Net asset value per share $15.74
Offering price per share $15.74/(1-4.75%) $16.52
CLASS B
Shares of beneficial interest outstanding,
$0.0001 par value, unlimited authorization
(Net Assets $89,348,715) 5,854,781
Net asset value and offering price per share $15.26
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest $ 971,501
Dividends 315,605
Foreign taxes withheld (9,053)
--------------
Total investment income 1,278,053
--------------
EXPENSES
Investment advisory fee 1,885,586
Distribution fee, Class A 360,521
Distribution fee, Class B 1,072,031
Financial agent 205,062
Transfer agent 689,371
Printing 126,487
Registration 38,237
Professional 36,547
Custodian 34,415
Trustees 16,507
Miscellaneous 13,580
--------------
Total expenses 4,478,344
Custodian fees paid indirectly (10,392)
--------------
Net expenses 4,467,952
--------------
NET INVESTMENT LOSS (3,189,899)
--------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities (24,980,470)
Net realized loss on foreign currency transactions (3,310)
Net change in unrealized appreciation (depreciation) on
investments 6,208,917
--------------
NET LOSS ON INVESTMENTS (18,774,863)
--------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (21,964,762)
--------------
--------------
</TABLE>
8 See Notes to Financial Statements
<PAGE>
Phoenix Small Cap Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
4/30/99 4/30/98
-------------- -------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ (3,189,899) $ (2,593,774)
Net realized gain (loss) (24,983,780) 99,577,404
Net change in unrealized appreciation
(depreciation) 6,208,917 30,589,425
-------------- -------------
INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS (21,964,762) 127,573,055
-------------- -------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized gains, Class A (5,773,229) (35,702,853)
Net realized gains, Class B (4,219,826) (26,132,919)
-------------- -------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS (9,993,055) (61,835,772)
-------------- -------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares
(18,013,110 and 5,292,562 shares,
respectively) 273,064,204 91,738,490
Net asset value of shares issued from
reinvestment of distributions
(360,829 and 2,365,346 shares,
respectively) 5,383,573 34,439,436
Cost of shares repurchased (22,385,155
and 6,909,942 shares, respectively) (343,459,404) (119,890,542)
-------------- -------------
Total (65,011,627) 6,287,384
-------------- -------------
CLASS B
Proceeds from sales of shares (987,925
and 1,984,492 shares, respectively) 14,507,598 35,124,815
Net asset value of shares issued from
reinvestment of distributions
(243,730 and 1,737,551 shares,
respectively) 3,536,528 24,812,223
Cost of shares repurchased (4,075,435
and 2,007,557 shares, respectively) (61,757,518) (33,352,450)
-------------- -------------
Total (43,713,392) 26,584,588
-------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM
SHARE TRANSACTIONS (108,725,019) 32,871,972
-------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS (140,682,836) 98,609,255
NET ASSETS
Beginning of period 351,344,882 252,735,627
-------------- -------------
END OF PERIOD [INCLUDING UNDISTRIBUTED
NET INVESTMENT INCOME (LOSS) OF
$0 AND $0, RESPECTIVELY] $ 210,662,046 $ 351,344,882
-------------- -------------
-------------- -------------
</TABLE>
See Notes to Financial Statements 9
<PAGE>
Phoenix Small Cap Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------
YEAR ENDED APRIL 30 FROM INCEPTION
-------------------------------------- 10/16/95 TO
1999 1998 1997 4/30/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 17.37 $ 14.13 $ 16.74 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.14)(5) (0.08)(5) (0.05)(5) (0.04)(1)(5)
Net realized and unrealized gain
(loss) (0.88) 6.80 (2.53) 6.79
-------- -------- -------- -----
TOTAL FROM INVESTMENT
OPERATIONS (1.02) 6.72 (2.58) 6.75
-------- -------- -------- -----
LESS DISTRIBUTIONS
Dividends from net realized gains (0.61) (3.48) (0.02) --
In excess of net investment income -- -- -- (0.01)
In excess of net realized gains -- -- (0.01) --
-------- -------- -------- -----
TOTAL DISTRIBUTIONS (0.61) (3.48) (0.03) (0.01)
-------- -------- -------- -----
Change in net asset value (1.63) 3.24 (2.61) 6.74
-------- -------- -------- -----
NET ASSET VALUE, END OF PERIOD $ 15.74 $ 17.37 $ 14.13 $ 16.74
-------- -------- -------- -----
-------- -------- -------- -----
Total return(2) (5.66)% 52.33% (15.43)% 67.48%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(thousands) $121,313 $203,560 $155,089 $98,372
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.46%(6) 1.31% 1.37% 1.50%(3)
Net investment income (loss) (0.95)% (0.48)% (0.28)% (0.53)%(3)
Portfolio turnover 276% 498% 325% 103%(4)
</TABLE>
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------
FROM
INCEPTION
YEAR ENDED APRIL 30 10/16/95
------------------------------------ TO
1999 1998 1997 4/30/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 16.99 $ 13.98 $ 16.68 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.25)(5) (0.21)(5) (0.17)(5) (0.09)(1)(5)
Net realized and unrealized gain
(loss) (0.87) 6.70 (2.50) 6.77
------- -------- ------- --------
TOTAL FROM INVESTMENT
OPERATIONS (1.12) 6.49 (2.67) 6.68
------- -------- ------- --------
LESS DISTRIBUTIONS
Dividends from net realized gains (0.61) (3.48) (0.02) --
In excess of net realized gains -- -- (0.01) --
------- -------- ------- --------
TOTAL DISTRIBUTIONS (0.61) (3.48) (0.03) --
------- -------- ------- --------
Change in net asset value (1.73) 3.01 (2.70) 6.68
------- -------- ------- --------
NET ASSET VALUE, END OF PERIOD $ 15.26 $ 16.99 $ 13.98 $ 16.68
------- -------- ------- --------
------- -------- ------- --------
Total return(2) (6.39)% 51.16% (16.03)% 66.80%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(thousands) $89,349 $147,785 $97,647 $45,168
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.21%(6) 2.06% 2.12% 2.26%(3)
Net investment income (loss) (1.70)% (1.22)% (1.03)% (1.44)%(3)
Portfolio turnover 276% 498% 325% 103%(4)
</TABLE>
(1) Includes reimbursement of operating expenses by investment advisor of $0.02
and $0.02, respectively.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized
(4) Not annualized
(5) Computed using average shares outstanding.
(6) For the year ended April 30, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would not significantly
differ.
10
See Notes to Financial Statements
<PAGE>
PHOENIX STRATEGIC THEME FUND
A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM
Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
A: The Fund seeks long-term capital appreciation. The Fund may invest in smaller
capitalization companies, and investors should note that small-company investing
involves added risks, including greater price volatility, less liquidity and
increased competitive threat.
Q: HOW DID THE FUND PERFORM FOR THE FISCAL YEAR ENDED APRIL 30, 1999?
A: For the 12 months ended April 30, 1999, Class A shares returned 44.91%, Class
B shares returned 43.98% and Class C shares returned 43.87%. These returns were
more than double the 21.82% return of the S&P 500 Index(1). All performance
figures assume reinvestment of distributions and exclude the effect of sales
charges.
Q: WHAT CONTRIBUTED TO THE FUND'S STRONG RESULTS?
A: We benefited from our large technology position, which accounted for almost
40% of the portfolio. EMC Corp. and Sun Microsystems were among our best
performers. We also owned a number of Internet-related stocks because we believe
the Internet is the next technology wave, and these stocks have been
particularly strong performers over the past year. Two names that definitely
helped our performance were America Online and Microsoft. We also had a sizable
portion of the portfolio invested in health-care issues. We continue to expect
consistent earnings growth from this sector regardless of the pace of economic
growth. Of course, past performance is not indicative of future results.
Q: WHAT IS YOUR OUTLOOK FOR THE NEAR TERM?
A: We believe the market, which is currently trading at around 30 times
consensus 1999 earnings estimates, is fully valued. This multiple represents the
highest level for the market in the past 30 years. In addition to high
valuations, corporate profits may be a source of investor anxiety. Reports out
recently showed that corporate profits declined in 1998, and some press coverage
suggested that this should leave us all nervously awaiting an inevitable
recession. However, a closer look at the profit picture shows that certain
companies were affected much more than others. For example, many manufacturers
were unable to raise prices because cheaper products were being imported from
countries with devalued currencies. Our inability to export was particularly
hard on the food industry. The transportation sector was affected as well, along
with commodity-related businesses.
In the months ahead, similar conditions may continue to affect corporate
profits. However, we are making every effort to select companies for the Fund
that we believe can be resilient to such conditions. We will continue to seek
companies that have sound fundamentals and the potential for rapid, reliable
earnings growth.
MAY 18, 1999
(1) THE S&P 500 INDEX IS A MEASURE OF STOCK MARKET TOTAL RETURN PERFORMANCE. THE
INDEX IS UNMANAGED AND NOT AVAILABLE FOR DIRECT INVESTMENT.
11
<PAGE>
Phoenix Strategic Theme Fund
AVERAGE ANNUAL TOTAL RETURNS(1) PERIODS ENDING 4/30/99
<TABLE>
<CAPTION>
INCEPTION INCEPTION
1 YEAR TO 4/30/99 DATE
------ ----------- -----------
<S> <C> <C> <C>
Class A Shares at NAV(2) 44.91% 27.80% 10/16/95
Class A Shares at POP(3) 38.03 26.05 10/16/95
Class B Shares at NAV(2) 43.98 26.88 10/16/95
Class B Shares with CDSC(4) 40.14 26.57 10/16/95
Class C Shares at NAV(2) 43.87 34.41 11/3/97
Class C Shares with CDSC(4) 43.87 34.41 11/3/97
S&P 500 Index(7) 21.82 Note 5 Note 5
</TABLE>
(1) Total returns are historical and include changes in share price and the
reinvestment of both dividends and capital gains distributions.
(2) "NAV" (Net Asset Value) total returns do not include the effect of any
sales charge.
(3) "POP" (Public Offering Price) total returns include the effect of the
maximum front-end 4.75% sales charge.
(4) CDSC (contingent deferred sales charge) is applied to redemptions of
certain classes of shares that do not have a sales charge applied at the
time of purchase. CDSC charges for B shares decline from 5% to 0% over a
five year period. CDSC charges for C shares are 1% in the first year and 0%
thereafter.
(5) Index performance is 28.76% for Class A and Class B (since 10/16/95) and
28.60% for Class C (since 11/3/97).
(6) This chart illustrates POP returns on Class A and CDSC returns on Class B
Shares since inception. Returns on Class C Shares will vary due to
differing sales charges.
(7) The S&P 500 Index is a measure of stock market total return performance.
The S&P 500's performance does not reflect sales charges.
All returns represent past performance which may not be indicative of
future performance. The investment return and principal value of an
investment will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
GROWTH OF $10,000 PERIODS ENDING 4/30
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
PHOENIX STRATEGIC THEME PHOENIX STRATEGIC THEME S&P 500
FUND CLASS A(6) FUND CLASS B(6) STOCK INDEX(7)
<S> <C> <C> <C>
10/16/95 $9,525.00 $10,000.00 $10,000.00
04/30/96 $11,798.92 $12,340.59 $11,356.32
04/30/97 $11,495.53 $11,932.60 $14,218.66
04/30/98 $15,659.46 $16,130.69 $20,086.36
04/30/99 $22,692.55 $23,028.73 $24,468.45
</TABLE>
This Growth of $10,000 chart assumes an initial investment of $10,000 made on
10/16/95 (inception of the Fund) in Class A and Class B shares. The total return
for Class A shares reflects the maximum sales charge of 4.75% on the initial
investment. The total return for Class B shares reflects the CDSC charges which
decline from 5% to 0% over a five year period. Performance assumes dividends and
capital gains are reinvested. The performance of other share classes will be
greater or less than that shown based on differences in inception dates, fees
and sales charges.
SECTOR WEIGHTINGS 4/30/99
As a percentage of equity holdings
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
Technology 39%
Financials 16
Consumer Staples 12
Health Care 11
Consumer Cyclicals 9
Communication Services 8
Capital Goods 3
Energy 2
</TABLE>
12 See Notes to Financial Statements
<PAGE>
Phoenix Strategic Theme Fund
TEN LARGEST HOLDINGS AT APRIL 30, 1999 (AS A PERCENTAGE OF NET ASSETS)
<TABLE>
<C> <S> <C>
1. AT&T Corp. - Liberty Media Group Class A 4.7%
INTERNET, TELEVISION AND DIGITAL TECHNOLOGY PROVIDER
2. Microsoft Corp. 4.2%
WORLD'S LEADING COMPUTER SOFTWARE COMPANY
3. Capital One Financial Corp. 3.5%
ITS PRINCIPAL SUBSIDIARY, CAPITAL ONE BANK, OFFERS CREDIT CARD
PRODUCTS
4. Cisco Systems, Inc. 3.4%
DEVELOPS MULTIPROTOCOL INTERNETWORKING SYSTEMS
5. Uniphase Corp. 3.2%
MANUFACTURES FIBER OPTIC TELECOMMUNICATIONS SYSTEMS
6. AT&T Corp. 3.0%
PROVIDES VOICE, DATA AND VIDEO TELECOMMUNICATIONS SERVICES
7. America Online, Inc. 2.9%
MAJOR PROVIDER OF ONLINE SERVICES TO CONSUMERS
8. International Business Machines Corp. 2.7%
PROVIDES ADVANCED INFORMATION TECHNOLOGIES
9. Morgan Stanley Dean Witter & Co. 2.6%
PROVIDES A BROAD RANGE OF CREDIT AND INVESTMENT PRODUCTS TO
INDIVIDUALS
10. Wal-Mart Stores, Inc. 2.5%
ONE OF THE LARGEST U.S. DISCOUNT RETAILERS
</TABLE>
INVESTMENTS AT APRIL 30, 1999
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMMON STOCKS--93.8%
BANKS (MAJOR REGIONAL)--0.9%
Firstar Corp...................... 59,100 $ 1,776,694
BANKS (MONEY CENTER)--1.9%
Bank of America Corp.............. 51,753 3,726,216
BEVERAGES (NON-ALCOHOLIC)--0.9%
PepsiCo, Inc...................... 47,600 1,758,225
BIOTECHNOLOGY--2.2%
Amgen, Inc.(b).................... 26,100 1,603,519
Genzyme Corp. (b)................. 49,200 1,857,300
Gilead Sciences, Inc.(b).......... 17,700 814,753
------------
4,275,572
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--6.4%
AT&T Corp.- Liberty Media Group
Class A(b)........................ 142,500 9,102,187
Clear Channel Communications,
Inc.(b)........................... 46,600 3,238,700
------------
12,340,887
------------
COMMUNICATIONS EQUIPMENT--3.8%
Echostar Communications
Corp.(b).......................... 28,800 2,889,000
General Motors Corp. Class H...... 35,300 1,954,737
Tellabs, Inc.(b).................. 22,900 2,508,981
------------
7,352,718
------------
COMPUTERS (HARDWARE)--7.7%
Apple Computer, Inc.(b)........... 41,100 1,890,600
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMPUTERS (HARDWARE)--CONTINUED
Dell Computer Corp.(b)............ 67,700 $ 2,788,394
International Business Machines
Corp.............................. 24,900 5,208,769
Sun Microsystems, Inc.(b)......... 81,600 4,880,700
------------
14,768,463
------------
COMPUTERS (NETWORKING)--3.4%
Cisco Systems, Inc.(b)............ 58,200 6,638,437
COMPUTERS (PERIPHERALS)--1.9%
EMC Corp.(b)...................... 33,200 3,616,725
COMPUTERS (SOFTWARE & SERVICES)--13.6%
America Online, Inc.(b)........... 39,800 5,681,450
At Home Corp. Series A(b)......... 21,600 3,109,050
BMC Software, Inc.(b)............. 17,900 770,819
Inktomi Corp.(b).................. 25,100 3,005,725
Microsoft Corp.(b)................ 100,600 8,180,037
USWeb Corp.(b).................... 81,800 1,835,387
Yahoo!, Inc.(b)................... 21,500 3,755,781
------------
26,338,249
------------
CONSUMER FINANCE--3.5%
Capital One Financial Corp........ 38,700 6,721,706
DISTRIBUTORS (FOOD & HEALTH)--0.8%
Cardinal Health, Inc.............. 26,050 1,558,116
ELECTRICAL EQUIPMENT--2.4%
General Electric Co............... 43,300 4,568,150
</TABLE>
See Notes to Financial Statements 13
<PAGE>
Phoenix Strategic Theme Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
ELECTRONICS (SEMICONDUCTORS)--3.9%
Transwitch Corp.(b)............... 26,300 $ 1,157,200
Uniphase Corp.(b)................. 51,700 6,275,087
------------
7,432,287
------------
ENGINEERING & CONSTRUCTION--0.3%
J. Ray Mcdermott SA(b)............ 20,800 655,200
EQUIPMENT (SEMICONDUCTOR)--1.7%
Novellus Systems, Inc.(b)......... 34,800 1,644,300
Teradyne, Inc.(b)................. 35,600 1,679,875
------------
3,324,175
------------
FINANCIAL (DIVERSIFIED)--5.7%
Citigroup, Inc.................... 59,700 4,492,425
Freddie Mac....................... 25,300 1,587,575
Morgan Stanley Dean Witter &
Co................................ 50,300 4,989,131
------------
11,069,131
------------
HEALTH CARE (DIVERSIFIED)--0.9%
American Home Products Corp....... 28,300 1,726,300
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--3.8%
Merck & Co., Inc.................. 21,900 1,538,475
Pfizer, Inc....................... 28,800 3,313,800
Schering-Plough Corp.............. 52,400 2,531,575
------------
7,383,850
------------
HEALTH CARE (GENERIC AND OTHER)--1.3%
Mylan Laboratories, Inc........... 65,000 1,474,687
Sepracor Inc.(b).................. 13,100 1,106,950
------------
2,581,637
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.5%
Affymetrix, Inc.(b)............... 45,500 1,859,813
Invitrogen Corporation(b)......... 51,500 923,781
------------
2,783,594
------------
HOUSEHOLD PRODUCTS (NON-DURABLES)--2.0%
Clorox Co. (The).................. 19,000 2,192,125
Procter & Gamble Co. (The)........ 17,200 1,613,575
------------
3,805,700
------------
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
INSURANCE (MULTI-LINE)--1.5%
American International Group,
Inc............................... 24,640 $ 2,893,660
INVESTMENT BANKING/BROKERAGE--1.5%
Merrill Lynch & Co., Inc.......... 35,300 2,962,994
OIL & GAS (DRILLING & EQUIPMENT)--1.8%
Halliburton Co.................... 25,100 1,069,888
Schlumberger Ltd.................. 15,900 1,015,613
Transocean Offshore, Inc.......... 21,700 644,219
Varco International, Inc.(b)...... 59,100 668,569
------------
3,398,289
------------
PERSONAL CARE--0.9%
Gillette Co. (The)................ 33,000 1,722,188
RETAIL (BUILDING SUPPLIES)--2.2%
Home Depot, Inc. (The)............ 69,000 4,135,688
RETAIL (DEPARTMENT STORES)--2.0%
Kohl's Corp.(b)................... 59,200 3,933,100
RETAIL (FOOD CHAINS)--0.9%
Safeway, Inc.(b).................. 33,200 1,790,725
RETAIL (GENERAL MERCHANDISE)--3.7%
Costco Companies, Inc.(b)......... 26,700 2,161,031
Wal-Mart Stores, Inc.............. 106,800 4,912,800
------------
7,073,831
------------
RETAIL (HOME SHOPPING)--1.3%
Amazon.com, Inc.(b)............... 14,800 2,546,525
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--1.4%
AirTouch Communications,
Inc.(b)........................... 29,800 2,782,575
TELECOMMUNICATIONS (LONG DISTANCE)--4.6%
AT&T Corp......................... 115,954 5,855,677
MCI WorldCom, Inc.(b)............. 37,800 3,106,688
------------
8,962,365
------------
TELEPHONE--1.5%
SBC Communications, Inc........... 50,100 2,805,600
- ----------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $132,845,500) 181,209,572
- ----------------------------------------------------------------------
</TABLE>
14 See Notes to Financial Statements
<PAGE>
Phoenix Strategic Theme Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
FOREIGN COMMON STOCKS--2.7%
COMPUTERS (SOFTWARE & SERVICES)--0.9%
Learout & Hauspic Speech Products
N.V.(b)........................... 42,700 $ 1,670,638
ELECTRONICS (INSTRUMENTATION)--0.9%
Qiagen NV (Netherlands)(b)........ 25,000 1,831,250
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.9%
Elan Corp. PLC Sponsored ADR
(Ireland)(b)...................... 34,800 1,792,200
- ----------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $5,952,411) 5,294,088
- ----------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--96.5%
(IDENTIFIED COST $138,797,911) 186,503,660
- ----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
------------ ------- -------------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--3.3%
COMMERCIAL PAPER--3.3%
Goldman Sachs Group, Inc.
4.92%, 5/3/99................. A-1+ $ 2,950 $ 2,949,193
Ford Motor Credit Co. 4.84%,
5/4/99........................ A-1 3,380 3,378,637
-------------
6,327,830
-------------
- ----------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $6,327,830) 6,327,830
- ----------------------------------------------------------------------
TOTAL INVESTMENTS--99.8%
(IDENTIFIED COST $145,125,741) 192,831,490(a)
Cash and receivables, less liabilities--0.2% 419,395
-------------
NET ASSETS--100.0% $ 193,250,885
-------------
-------------
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $50,507,778 and gross
depreciation of $3,190,370 for federal income tax purposes. At April 30,
1999, the aggregate cost of securities for federal income tax purposes was
$145,514,082.
(b) Non-income producing.
See Notes to Financial Statements
15
<PAGE>
Phoenix Strategic Theme Fund
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $145,125,741) $ 192,831,490
Cash 1,914
Receivables
Fund shares sold 828,099
Dividends and interest 64,954
Prepaid expenses 3,428
--------------
Total assets 193,729,885
--------------
LIABILITIES
Payables
Fund shares repurchased 136,219
Investment advisory fee 117,538
Distribution fee 94,831
Transfer agent fee 58,198
Financial agent fee 14,999
Trustees' fee 3,319
Accrued expenses 53,896
--------------
Total liabilities 479,000
--------------
NET ASSETS $ 193,250,885
--------------
--------------
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $ 129,096,816
Accumulated net realized gain 16,448,320
Net unrealized appreciation 47,705,749
--------------
NET ASSETS $ 193,250,885
--------------
--------------
CLASS A
Shares of beneficial interest outstanding,
$0.0001 par value, unlimited authorization
(Net Assets $107,870,953) 5,919,225
Net asset value per share $18.22
Offering price per share $18.22/(1-4.75%) $19.13
CLASS B
Shares of beneficial interest outstanding,
$0.0001 par value, unlimited authorization
(Net Assets $84,698,182) 4,772,864
Net asset value per share and offering per share $17.75
CLASS C
Shares of beneficial interest outstanding,
$0.0001 par value, unlimited authorization
(Net Assets $681,750) 38,408
Net asset value per share and offering per share $17.75
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends $ 651,163
Interest 333,164
Foreign taxes withheld (259)
--------------
Total investment income 984,068
--------------
EXPENSES
Investment advisory fee 1,129,085
Distribution fee, Class A 208,712
Distribution fee, Class B 667,573
Distribution fee, Class C 2,665
Distribution fee, Class M 273
Financial agent fee 143,236
Transfer agent 305,439
Registration 32,832
Professional 31,327
Printing 20,390
Custodian 16,699
Trustees 15,367
Miscellaneous 7,226
--------------
Total expenses 2,580,824
Custodian fees paid indirectly (4,419)
--------------
Net expenses 2,576,405
--------------
NET INVESTMENT LOSS (1,592,337)
--------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities 18,354,872
Net change in unrealized appreciation (depreciation) on
investments 38,225,117
--------------
NET GAIN ON INVESTMENTS 56,579,989
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 54,987,652
--------------
--------------
</TABLE>
16 See Notes to Financial Statements
<PAGE>
Phoenix Strategic Theme Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
4/30/99 4/30/98
------------- -------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ (1,592,337) $ (860,603)
Net realized gain (loss) 18,354,872 37,824,448
Net change in unrealized appreciation
(depreciation) 38,225,117 7,260,964
------------- -------------
INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS 54,987,652 44,224,809
------------- -------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
In excess of net investment income,
Class A -- (101,991)
Net realized gains, Class A (6,923,924) (13,931,615)
Net realized gains, Class B (5,772,230) (9,617,855)
Net realized gains, Class C (28,108) (21,083)
Net realized gains, Class M -- (15,426)
------------- -------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS (12,724,262) (23,687,970)
------------- -------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares
(3,919,529 and 1,116,085 shares,
respectively) 64,808,215 15,627,146
Net asset value of shares issued from
reinvestment of distributions
(419,976 and 1,156,842 shares,
respectively) 6,560,032 13,731,378
Cost of shares repurchased (4,982,395
and 2,197,107 shares, respectively) (76,814,571) (29,983,137)
------------- -------------
Total (5,446,324) (624,613)
------------- -------------
CLASS B
Proceeds from sales of shares (819,204
and 666,515 shares, respectively) 13,391,640 9,141,162
Net asset value of shares issued from
reinvestment of distributions
(329,762 and 783,925 shares,
respectively) 5,028,874 9,156,239
Cost of shares repurchased (1,286,009
and 724,153 shares, respectively) (18,585,029) (9,883,220)
------------- -------------
Total (164,515) 8,414,181
------------- -------------
CLASS C
Proceeds from sales of shares (36,724
and 18,017 shares, respectively) 589,799 248,777
Net asset value of shares issued from
reinvestment of distributions
(1,354 and 1,797 shares,
respectively) 20,648 20,990
Cost of shares repurchased (19,484 and
0 shares, respectively) (266,095) --
------------- -------------
Total 344,352 269,767
------------- -------------
CLASS M
Proceeds from sales of shares (0 and
14,974 shares, respectively) -- 196,112
Net asset value of shares issued from
reinvestment of distributions
(0 and 1,314 shares, respectively) -- 15,357
Cost of shares repurchased (16,288 and
0 shares, respectively) (223,551) --
------------- -------------
Total (223,551) 211,469
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM
SHARE TRANSACTIONS (5,490,038) 8,270,804
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS 36,773,352 28,807,643
NET ASSETS
Beginning of period 156,477,533 127,669,890
------------- -------------
END OF PERIOD [INCLUDING UNDISTRIBUTED
NET INVESTMENT INCOME (LOSS) OF
$0 AND $0, RESPECTIVELY] $ 193,250,885 $ 156,477,533
------------- -------------
------------- -------------
</TABLE>
See Notes to Financial Statements 17
<PAGE>
Phoenix Strategic Theme Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------
FROM
INCEPTION
YEAR ENDED APRIL 30 10/16/95
---------------------------------- TO
1999 1998 1997 4/30/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.70 $ 12.03 $ 12.37 $ 10.00
INCOME FROM INVESTMENT OPERATIONS(6)
Net investment income (loss) (0.11)(5) (0.04)(5) 0.06(5) 0.00(1)(5)
Net realized and unrealized gain
(loss) 6.03 4.03 (0.38) 2.39
-------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS 5.92 3.99 (0.32) 2.39
-------- ------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- (0.01) --
Dividends from net realized gains (1.40) (2.29) -- --
In excess of net investment income -- (0.03) -- --
In excess of net realized gains -- -- (0.01) --
Tax return of capital -- -- -- (0.02)
-------- ------- ------- -------
TOTAL DISTRIBUTIONS (1.40) (2.32) (0.02) (0.02)
-------- ------- ------- -------
Change in net asset value 4.52 1.67 (0.34) 2.37
-------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 18.22 $ 13.70 $ 12.03 $ 12.37
-------- ------- ------- -------
-------- ------- ------- -------
Total return(2) 44.91% 36.22% (2.57)% 23.89%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $107,871 $89,884 $77,827 $33,393
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.38%(7) 1.33% 1.40% 1.40%(3)
Net investment income (loss) (0.72)% (0.26)% 0.49% (0.09)%(3)
Portfolio turnover 205% 618% 532% 175%(4)
</TABLE>
(1) Includes reimbursement of operating expenses by investment adviser of $0.04.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized.
(4) Not annualized.
(5) Computed using average shares outstanding.
(6) 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.
(7) For the year ended April 30, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would not significantly
differ.
18 See Notes to Financial Statements
<PAGE>
Phoenix Strategic Theme Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS B CLASS C
--------------------------------------------- -------------------
FROM FROM
INCEPTION INCEPTION
YEAR ENDED APRIL 30 10/16/95 YEAR 11/3/97
-------------------------------- TO ENDED TO
1999 1998 1997 4/30/96 4/30/99 4/30/98
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.46 $ 11.91 $ 12.33 $ 10.00 $13.47 $14.93
INCOME FROM INVESTMENT OPERATIONS(6)
Net investment income (loss) (0.22)(5) (0.14)(5) (0.03)(5) (0.06)(1)(5) (0.22)(5) (0.05)(5)
Net realized and unrealized gain
(loss) 5.91 3.98 (0.38) 2.40 5.90 0.88
------- ------- ------- ------- ------ ------
TOTAL FROM INVESTMENT OPERATIONS 5.69 3.84(5) (0.41) 2.34 5.68 0.83
------- ------- ------- ------- ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- -- --
Dividends from net realized gains (1.40) (2.29) -- -- (1.40) (2.29)
In excess of net investment income -- -- -- -- -- --
In excess of net realized gains -- -- (0.01) -- -- --
Tax return of capital -- -- -- (0.01) -- --
------- ------- ------- ------- ------ ------
TOTAL DISTRIBUTIONS (1.40) (2.29) (0.01) (0.01) (1.40) (2.29)
------- ------- ------- ------- ------ ------
Change in net asset value 4.29 1.55 (0.42) 2.33 4.28 (1.46)
------- ------- ------- ------- ------ ------
NET ASSET VALUE, END OF PERIOD $ 17.75 $ 13.46 $ 11.91 $ 12.33 $17.75 $13.47
------- ------- ------- ------- ------ ------
------- ------- ------- ------- ------ ------
Total return(2) 43.98% 35.18% (3.31)% 23.41%(4) 43.87% 7.92%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $84,698 $66,107 $49,843 $11,920 $682 $267
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.13%(7) 2.08% 2.15% 2.16%(3) 2.13%(7) 2.08%(3)
Net investment income (loss) (1.48)% (1.02)% (0.23)% (1.06)%(3) (1.47)% (0.87)%(3)
Portfolio turnover 205% 618% 532% 175%(4) 205% 618%(4)
</TABLE>
(1) Includes reimbursement of operating expenses by investment adviser of $0.04.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized.
(4) Not annualized.
(5) Computed using average shares outstanding.
(6) 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.
(7) For the year ended April 30, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would not significantly
differ.
See Notes to Financial Statements 19
<PAGE>
PHOENIX EQUITY OPPORTUNITIES FUND
A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM
Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
A: The Fund seeks long-term capital appreciation by investing primarily in
stocks of dynamic, rapidly growing companies and focusing on strong relative
earnings growth. The Fund may invest in smaller capitalization companies, and
investors should note that small-company investing involves added risks,
including greater price volatility, less liquidity and increased competitive
threat.
Q: HOW DID THE FUND PERFORM FOR THE FISCAL YEAR ENDED APRIL 30, 1999?
A: For the 12 months ended April 30, 1999, Class A shares returned 17.08% and
Class B shares returned 16.18%, far surpassing the negative (3.77)% return of
the Fund's benchmark, the Russell 2000 Growth Index(1). All performance figures
assume reinvestment of distributions and exclude the effect of sales charges.
Q: WHAT FACTORS CONTRIBUTED TO THE FUND'S STRONG PERFORMANCE?
A: This has been an extremely volatile time for the market, spurred by the
global liquidity crisis that erupted last summer. It has also been a market with
very narrow leadership. A few of the very largest growth stocks have been
responsible for virtually all of the market's gains. Issue selection has been
critical. We benefited from good stock picking and our largest holdings
generally performed well. Companies that reported strong earnings were rewarded,
while those that missed their forecasted earnings estimates by even the smallest
amount were severely punished.
Q: WHAT IS YOUR PERSPECTIVE ON THE RECENT FOCUS ON INTERNET STOCKS?
A: It seems the ".com" craze has reached new heights. At the time of this
writing, the market capitalization of America Online exceeds that of IBM. The
value of Priceline.com, which sells airline tickets online, tops the market
valuation of most U.S. airlines. eBay, an online auctioneer with a three-year
history, is now worth 11 times the value of 250-year-old Sotheby's. We know of
no valuation metric or analytic framework, which can explain these outcomes.
We expect the Internet bubble will deflate as the exciting promise of this
technology gives way to the more sober reality of managing profitable
businesses. Only time will distinguish the few genuine contenders in this highly
competitive field. Non-speculative Internet investing is possible. MCI WorldCom,
Cisco and many others are going concerns with major Internet involvement.
Q: WHAT IS YOUR OUTLOOK FOR THE MARKET?
A: The market turbulence that we have been experiencing will probably plague
investors throughout 1999. Periods of euphoria are likely to alternate with
periods of despair. Investors who persevere will, we believe, be rewarded with
solid returns, but not the stellar returns of the past few years. Overall
earnings growth is modest, valuations cannot rise sharply from their already
lofty levels, and stock prices currently reflect very optimistic growth
expectations. Fortunately, there are many opportunities that have not yet been
fully exploited, and we believe our investment discipline will lead us to them.
MAY 20, 1999
(1) THE RUSSELL 2000 GROWTH INDEX IS A MEASURE OF SMALL-CAPITALIZATION,
GROWTH-ORIENTED STOCK TOTAL RETURN PERFORMANCE. THE INDEX IS UNMANAGED AND
NOT AVAILABLE FOR DIRECT INVESTMENT.
20
<PAGE>
Phoenix Equity Opportunities Fund
AVERAGE ANNUAL TOTAL RETURNS(1) PERIODS ENDING 4/30/99
<TABLE>
<CAPTION>
INCEPTION INCEPTION
1 YEAR 5 YEARS 10 YEARS TO 4/30/99 DATES
------ ------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Class A Shares at NAV(2) 17.08% 16.62% 13.33% -- --
Class A Shares at POP(3) 11.52 15.49 12.78 -- --
Class B Shares at NAV(2) 16.18 -- -- 16.57% 7/19/94
Class B Shares with CDSC(4) 12.34 -- -- 16.34 7/19/94
Russell 2000 Growth Index(6) (3.77) 12.62 10.96 14.29 7/19/94
</TABLE>
(1) Total returns are historical and include changes in share price and the
reinvestment of both dividends and capital gains distributions.
(2) "NAV" (Net Asset Value) total returns do not include the effect of any
sales charge.
(3) "POP" (Public Offering Price) total returns include the effect of the
maximum front-end 4.75% sales charge.
(4) CDSC (contingent deferred sales charge) is applied to redemptions of
certain classes of shares that do not have a sales charge applied at the
time of purchase. CDSC charges for B shares decline from 5% to 0% over a
five year period.
(5) This chart illustrates POP returns on Class A Shares for ten years. Returns
on Class B Shares will vary due to differing sales charges.
(6) The Russell 2000 Growth Index is a measure of small-capitalization growth-
oriented stock total return performance. The index's performance does not
reflect sales charges.
All returns represent past performance which may not be indicative of
future performance. The investment return and principal value of an
investment will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
GROWTH OF $10,000 PERIODS ENDING 4/30
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
PHOENIX EQUITY
OPPORTUNITIES RUSSELL 2000 S&P 500
FUND CLASS A(5) GROWTH INDEX(6) STOCK INDEX(7)
<S> <C> <C> <C>
04/28/1989 $9,525.00 $10,000.00 $10,000.00
04/30/1990 $10,204.33 $10,064.42 $11,043.42
04/30/1991 $11,445.07 $11,351.92 $12,990.55
04/30/1992 $12,623.50 $12,875.14 $14,804.53
04/30/1993 $14,706.64 $13,634.65 $16,172.93
04/29/1994 $15,440.08 $15,616.56 $17,037.31
04/28/1995 $16,855.16 $16,979.94 $20,014.55
04/30/1996 $22,393.87 $23,662.09 $26,074.00
04/30/1997 $19,663.45 $20,457.24 $32,645.91
04/30/1998 $28,444.92 $29,397.14 $46,118.09
04/30/1999 $33,304.73 $28,287.82 $56,179.32
</TABLE>
This Growth of $10,000 chart assumes an initial investment of $10,000 made on
4/30/89 in Class A shares and reflects the maximum sales charge of 4.75% on the
initial investment. Performance assumes dividends and capital gains are
reinvested. The performance of other share classes will be greater or less than
that shown based on differences in inception dates, fees and sales charges.
SECTOR WEIGHTINGS 4/30/99
As a percentage of equity holdings
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
Technology 30%
Financials 16
Consumer Cyclicals 12
Capital Goods 11
Consumer Staples 10
Communication Services 6
Health Care 5
Other 10
</TABLE>
21
<PAGE>
Phoenix Equity Opportunities Fund
TEN LARGEST HOLDINGS AT APRIL 30, 1999 (AS A PERCENTAGE OF TOTAL NET ASSETS)
<TABLE>
<C> <S> <C>
1. Microsoft Corp. 4.8%
WORLD'S LEADING COMPUTER SOFTWARE COMPANY
2. Mellon Bank Corp. 4.2%
LARGE REGIONAL BANK
3. Motorola, Inc. 4.0%
GLOBAL PROVIDER OF INTEGRATED COMMUNICATIONS PRODUCTS
4. Citigroup, Inc. 3.9%
DIVERSIFIED FINANCIAL SERVICES HOLDING COMPANY
5. Morgan Stanley Dean Witter & Co. 3.9%
PROVIDES A BROAD RANGE OF CREDIT AND INVESTMENT PRODUCTS TO
INDIVIDUALS
6. Sun Microsystems, Inc. 3.6%
SUPPLIER OF ENTERPRISE NETWORK COMPUTING PRODUCTS
7. General Electric Co. 3.6%
DIVERSIFIED MANUFACTURING AND FINANCIAL SERVICES PROVIDER
8. International Business Machines Corp. 3.5%
PROVIDES ADVANCED INFORMATION TECHNOLOGIES
9. Bristol-Myers Squibb Co. 3.4%
COMPREHENSIVE HEALTH-CARE COMPANY
10. Lucent Technologies, Inc. 3.4%
LEADING SUPPLIER OF TELECOMMUNICATIONS EQUIPMENT
</TABLE>
INVESTMENTS AT APRIL 30, 1999
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMMON STOCKS--94.9%
ALUMINUM--1.8%
Alcoa, Inc........................ 58,310 $ 3,629,797
AUTOMOBILES--0.9%
General Motors Corp............... 20,000 1,778,750
BANKS (MAJOR REGIONAL)--4.2%
Mellon Bank Corp.................. 115,420 8,577,149
BEVERAGES (ALCOHOLIC)--3.1%
Anheuser-Busch Companies, Inc..... 87,070 6,366,994
BROADCASTING (TELEVISION, RADIO & CABLE)--1.0%
Chancellor Media Corp.(b)......... 38,950 2,137,381
COMMUNICATIONS EQUIPMENT--7.3%
Lucent Technologies, Inc.(b)...... 114,300 6,872,287
Motorola, Inc..................... 100,830 8,079,004
------------
14,951,291
------------
COMPUTERS (HARDWARE)--7.1%
International Business Machines
Corp.............................. 33,820 7,074,721
Sun Microsystems, Inc.(b)......... 123,570 7,391,031
------------
14,465,752
------------
COMPUTERS (NETWORKING)--2.2%
Cisco Systems, Inc.(b)............ 39,738 4,532,616
COMPUTERS (PERIPHERALS)--2.5%
EMC Corp.(b)...................... 46,600 5,076,487
COMPUTERS (SOFTWARE & SERVICES)--4.8%
Microsoft Corp.(b)................ 120,000 9,757,500
CONSUMER FINANCE--3.3%
Providian Financial Corp.......... 52,125 6,727,383
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
ELECTRICAL EQUIPMENT--3.6%
General Electric Co............... 70,000 $ 7,385,000
ELECTRONICS (SEMICONDUCTORS)--5.3%
Intel Corp........................ 83,070 5,082,846
Texas Instruments, Inc............ 55,410 5,658,746
------------
10,741,592
------------
FINANCIAL (DIVERSIFIED)--7.8%
Citigroup, Inc.................... 107,170 8,064,542
Morgan Stanley Dean Witter &
Co................................ 79,690 7,904,252
------------
15,968,794
------------
FOODS--1.9%
General Mills, Inc................ 52,050 3,806,156
HEALTH CARE (DIVERSIFIED)--3.4%
Bristol-Myers Squibb Co........... 110,000 6,991,875
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.5%
Guidant Corp.(b).................. 56,800 3,049,450
HOUSEHOLD PRODUCTS (NON-DURABLES)--2.0%
Colgate-Palmolive Co.............. 40,220 4,120,036
MANUFACTURING (DIVERSIFIED)--5.2%
Tyco International Ltd............ 80,020 6,501,625
United Technologies Corp.......... 27,970 4,052,154
------------
10,553,779
------------
OFFICE EQUIPMENT & SUPPLIES--2.0%
Pitney Bowes, Inc................. 59,340 4,150,091
OIL & GAS (DRILLING & EQUIPMENT)--1.5%
Halliburton Co.................... 70,500 3,005,063
</TABLE>
22 See Notes to Financial Statements
<PAGE>
Phoenix Equity Opportunities Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
OIL (INTERNATIONAL INTEGRATED)--1.5%
Texaco, Inc....................... 50,500 $ 3,168,875
PAPER & FOREST PRODUCTS--2.9%
Georgia-Pacific Group............. 63,400 5,864,500
RETAIL (DRUG STORES)--1.9%
CVS Corp.......................... 83,300 3,967,163
RETAIL (GENERAL MERCHANDISE)--2.2%
Wal-Mart Stores, Inc.............. 100,100 4,604,600
RETAIL (SPECIALTY)--2.7%
Staples, Inc.(b).................. 187,620 5,628,600
RETAIL (SPECIALTY-APPAREL)--2.5%
TJX Companies, Inc. (The)......... 152,250 5,071,828
SERVICES (ADVERTISING/MARKETING)--3.2%
Lamar Advertising Co.(b).......... 48,110 1,617,699
Outdoor Systems, Inc.(b).......... 198,560 5,001,230
------------
6,618,929
------------
TELECOMMUNICATIONS (LONG DISTANCE)--2.4%
MCI WorldCom, Inc.(b)............. 60,370 4,961,659
TELEPHONE--3.2%
Bell Atlantic Corp................ 112,240 6,467,830
- ----------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $149,445,582) 194,126,920
- ----------------------------------------------------------------------
FOREIGN COMMON STOCKS--0.0%
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.0%
Elan Corp. PLC Sponsored ADR
(Ireland)(b)...................... 1,300 66,950
- ----------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $94,111) 66,950
- ----------------------------------------------------------------------
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
UNIT INVESTMENT TRUSTS--2.0%
S&P 500 Depository Receipts....... 30,000 4,003,125
- ----------------------------------------------------------------------
TOTAL UNIT INVESTMENT TRUSTS
(IDENTIFIED COST $4,067,613) 4,003,125
- ----------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--96.9%
(IDENTIFIED COST $153,607,306) 198,196,995
- ----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
------------ ------- ------------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--3.7%
COMMERCIAL PAPER--3.7%
Pitney Bowes Credit Corp.
5.05%, 5/3/99................. A-1+ $ 290 $ 289,919
Merrill Lynch & Co., Inc.
4.85%, 5/4/99................. A-1+ 2,195 2,194,113
Exxon Imperial U.S., Inc.
4.82%, 5/6/99................. A-1+ 1,720 1,718,849
Ford Motor Credit Co. 4.83%,
5/6/99........................ A-1 2,000 1,998,658
Beta Finance, Inc. 5.01%,
5/17/99....................... A-1+ 660 655,542
Enterprise Funding Corp.
4.80%, 5/20/99................ A-1+ 736 734,135
------------
7,591,216
------------
- ---------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $7,594,203) 7,591,216
- ---------------------------------------------------------------------
</TABLE>
TOTAL INVESTMENTS--100.6%
(IDENTIFIED COST $161,201,509) 205,788,211(a)
Cash and receivables, less liabilities--(0.6%) (1,322,430)
------------
NET ASSETS--100.0% $204,465,781
------------
------------
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $45,558,339 and gross
depreciation of $1,237,639 for federal income tax purposes. At April 30,
1999, the aggregate cost of securities for federal income tax purposes was
$161,467,511.
(b) Non-income producing.
See Notes to Financial Statements
23
<PAGE>
Phoenix Equity Opportunities Fund
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $161,201,509) $ 205,788,211
Cash 4,663
Receivables
Investment securities sold 9,043,628
Dividends and interest 190,345
Fund shares sold 24,559
Prepaid expenses 4,408
--------------
Total assets 215,055,814
--------------
LIABILITIES
Payables
Investment securities purchased 10,198,626
Fund shares repurchased 91,456
Investment advisory fee 118,762
Transfer agent fee 50,083
Distribution fee 44,083
Financial agent fee 14,334
Trustees' fee 4,110
Accrued expenses 68,579
--------------
Total liabilities 10,590,033
--------------
NET ASSETS $ 204,465,781
--------------
--------------
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest 151,829,569
Accumulated net realized gain 8,049,510
Net unrealized appreciation 44,586,702
--------------
NET ASSETS $ 204,465,781
--------------
--------------
CLASS A
Shares of beneficial interest outstanding, $0.0001
Par value, unlimited authorization
(Net Assets $201,788,577) 23,144,444
Net asset value per share $8.72
Offering price per share $8.72/(1-4.75%) $9.15
CLASS B
Shares of beneficial interest outstanding, $0.0001
par value, unlimited authorization
(Net Assets $2,677,204) 319,866
Net asset value and offering price per share $8.37
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends $ 1,633,642
Interest 389,582
Foreign taxes withheld (21,844)
--------------
Total investment income 2,001,380
--------------
EXPENSES
Investment advisory fee 1,352,558
Distribution fee, Class A 477,228
Distribution fee, Class B 23,305
Financial agent fee 175,243
Transfer agent 243,524
Printing 56,757
Professional 33,756
Registration 21,310
Custodian 15,089
Trustees 12,304
Miscellaneous 7,608
--------------
Total expenses 2,418,682
Custodian fees paid indirectly (2,422)
--------------
Net expenses 2,416,260
--------------
NET INVESTMENT LOSS (414,880)
--------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities 8,800,896
Net change in unrealized appreciation (depreciation) on
investments 22,526,413
--------------
NET GAIN ON INVESTMENTS 31,327,309
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 30,912,429
--------------
--------------
</TABLE>
24 See Notes to Financial Statements
<PAGE>
Phoenix Equity Opportunities Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
4/30/99 4/30/98
------------- ---------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ (414,880) $ (1,058,136)
Net realized gain (loss) 8,800,896 52,694,656
Net change in unrealized appreciation
(depreciation) 22,526,413 16,227,091
------------- ---------------
INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS 30,912,429 67,863,611
------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized gains, Class A (14,338,287) (35,351,518)
Net realized gains, Class B (184,555) (371,756)
------------- ---------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS (14,522,842) (35,723,274)
------------- ---------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (776,243
and 580,916 shares, respectively) 6,205,793 4,485,413
Net asset value of shares issued from
reinvestment of distributions
(1,318,749 and 3,754,855 shares,
respectively) 10,444,800 25,457,918
Cost of shares repurchased (3,121,846
and 3,877,643 shares, respectively) (25,370,488) (30,879,705)
------------- ---------------
Total (8,719,895) (936,374)
------------- ---------------
CLASS B
Proceeds from sales of shares (113,886
and 46,609 shares, respectively) 896,049 361,942
Net asset value of shares issued from
reinvestment of distributions
(20,248 and 54,117 shares,
respectively) 154,289 357,170
Cost of shares repurchased (77,292 and
83,812 shares, respectively) (601,028) (638,121)
------------- ---------------
Total 449,310 80,991
------------- ---------------
DECREASE IN NET ASSETS FROM SHARE
TRANSACTIONS (8,270,585) (855,383)
------------- ---------------
NET INCREASE IN NET ASSETS 8,119,002 31,284,954
NET ASSETS
Beginning of period 196,346,779 165,061,825
------------- ---------------
END OF PERIOD [INCLUDING UNDISTRIBUTED
NET INVESTMENT INCOME (LOSS) OF
$0 AND $0, RESPECTIVELY] $ 204,465,781 $ 196,346,779
------------- ---------------
------------- ---------------
</TABLE>
See Notes to Financial Statements 25
<PAGE>
Phoenix Equity Opportunities Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------
YEAR ENDED APRIL 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 8.04 $ 6.89 $ 8.81 $ 7.40 $ 7.31
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.02)(4) (0.04)(4) (0.03)(4) (0.04)(4) 0.04
Net realized and unrealized gain
(loss) 1.33 2.82 (0.90) 2.34 0.58
-------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 1.31 2.78 (0.93) 2.30 0.62
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- (0.05)
Dividends from net realized gains (0.63) (1.63) (0.94) (0.89) (0.48)
In excess of net realized gains -- -- (0.05) -- --
-------- -------- -------- -------- --------
TOTAL DISTRIBUTIONS (0.63) (1.63) (0.99) (0.89) (0.53)
-------- -------- -------- -------- --------
Change in net asset value 0.68 1.15 (1.92) 1.41 0.09
-------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 8.72 $ 8.04 $ 6.89 $ 8.81 $ 7.40
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total return(1) 17.08% 44.66% (12.19)% 32.86% 9.16%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $201,789 $194,296 $163,396 $213,600 $179,666
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.24%(5) 1.18% 1.23% 1.25% 1.32%
Net investment income (loss) (0.21)% (0.55)% (0.39)% (0.53)% 0.60%
Portfolio turnover 143% 371% 412% 302% 358%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------
FROM
INCEPTION
YEAR ENDED APRIL 30, 7/19/94
------------------------------------------ TO
1999 1998 1997 1996 4/30/95
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 7.80 $ 6.77 $ 8.73 $ 7.39 $7.28
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.08)(4) (0.10)(4) (0.09)(4) (0.10)(4) 0.00
Net realized and unrealized gain
(loss) 1.28 2.76 (0.88) 2.33 0.59
------ ------ ------ ------ -----
TOTAL FROM INVESTMENT OPERATIONS 1.20 2.66 (0.97) 2.23 0.59
------ ------ ------ ------ -----
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- --
Dividends from net realized gains (0.63) (1.63) (0.94) (0.89) (0.48)
In excess of net realized gains -- -- (0.05) -- --
------ ------ ------ ------ -----
TOTAL DISTRIBUTIONS (0.63) (1.63) (0.99) (0.89) (0.48)
------ ------ ------ ------ -----
Change in net asset value 0.57 1.03 (1.96) 1.34 0.11
------ ------ ------ ------ -----
NET ASSET VALUE, END OF PERIOD $ 8.37 $ 7.80 $ 6.77 $ 8.73 $7.39
------ ------ ------ ------ -----
------ ------ ------ ------ -----
Total return(1) 16.18% 43.58% (12.79)% 31.92% 8.69%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,677 $2,051 $1,666 $1,348 $ 525
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.99%(5) 1.93% 1.98% 2.06% 2.15%(2)
Net investment income (loss) (0.97)% (1.30)% (1.15)% (1.18)% (0.06)%(2)
Portfolio turnover 143% 371% 412% 302% 358%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
(5) For the year ended April 30, 1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would not significantly
differ.
26
See Notes to Financial Statements
<PAGE>
PHOENIX STRATEGIC EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
Phoenix Strategic Equity Series Fund (the "Trust") is organized as a
Massachusetts business trust and is registered under the Investment Company Act
of 1940, as amended, as a diversified open-end management investment company.
Each Fund has distinct investment objectives. The Small Cap Fund seeks long-term
growth of capital by investing in a diversified portfolio of securities,
primarily common stock, of relatively small companies which the adviser believes
have long-term investment potential. The Strategic Theme Fund seeks long-term
appreciation of capital through investing in securities of companies that the
adviser believes are particularly well positioned to benefit from cultural,
demographic, regulatory, social or technological changes worldwide. The Equity
Opportunities Fund seeks to achieve long-term growth of capital from investment
in a diversified group of stocks or securities convertible into stocks.
Each Fund offers both Class A and Class B shares. The Strategic Theme Fund
also offers Class C shares. Class M shares have been closed. Class A shares are
sold with a front-end sales charge of up to 4.75%. Class B shares are sold with
a contingent deferred sales charge which declines from 5% to zero depending on
the period of time the shares are held. Class C shares are sold with a 1%
contingent deferred sales charge if redeemed within one year of purchase. All
classes of shares have identical voting, dividend, liquidation and other rights
and the same terms and conditions, except that each class bears different
distribution expenses and has exclusive voting rights with respect to its
distribution plan. Income and expenses of each Fund are borne pro rata by the
holders of all classes of shares, except that each class bears distribution
expenses unique to that class.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from those estimates.
A. SECURITY VALUATION:
Equity securities are valued at the last sale price, or if there had been no
sale that day, at the last bid price. 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. Interest income is recorded on the accrual
basis. Realized gains and losses are determined on the identified cost basis.
C. INCOME TAXES:
Each Fund is treated as a separate taxable entity. It is the policy of each
Fund in the Trust to comply with the requirements of the Internal Revenue Code
(the "Code") applicable to regulated investment companies, and to distribute all
of its taxable income to its shareholders. In addition, each Fund intends to
distribute an amount sufficient to avoid imposition of any excise tax under
Section 4982 of the Code. Therefore, no provision for federal income taxes or
excise taxes has been made.
D. DISTRIBUTIONS TO SHAREHOLDERS:
Distributions are recorded by each Fund on the ex-dividend date. Income and
capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences include the treatment of non-taxable dividends, expiring
capital loss carryforwards, foreign currency gain/loss, partnerships, and losses
deferred due to wash sales and excise tax regulations. Permanent book and tax
basis differences relating to shareholder distributions will result in
reclassifications to paid in capital.
E. FOREIGN CURRENCY TRANSLATION:
Foreign securities 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 Trust does not separate that
portion of the results of operations arising from changes in exchange rates and
that portion arising from changes in the market prices of securities.
F. EXPENSES:
Expenses incurred by the Trust with respect to any two or more Funds are
allocated in proportion to the net assets of each Fund, except where allocation
of direct expense to each Fund or an alternative allocation method can be more
fairly made.
27
<PAGE>
PHOENIX STRATEGIC EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999 (CONTINUED)
G. OPTIONS:
The Trust may write covered options or purchase options contracts for the
purpose of hedging against changes in the market value of the underlying
securities or foreign currencies.
The Trust will realize a gain or loss upon the expiration or closing of the
option transaction. Gains and losses on written options are reported separately
in the Statement of Operations. When a written option is exercised, the proceeds
on sales or amounts paid are adjusted by the amount of premium received. Options
written are reported as a liability in the Statement of Assets and Liabilities
and subsequently marked-to-market to reflect the current value of the option.
The risk associated with written options is that the change in value of options
contracts may not correspond to the change in value of the hedged instruments.
In addition, losses may arise from changes in the value of the underlying
instruments, or if a liquid secondary market does not exist for the contracts.
The Trust may purchase options which are included in the Trust's Schedule of
Investments and subsequently marked-to-market to reflect the current value of
the option. When a purchased option is exercised, the cost of the security is
adjusted by the amount of premium paid. The risk associated with purchased
options is limited to the premium paid.
2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
Effective June 1, 1998, National Securities and Research Corporation assigned
its investment advisory agreement for the Equity Opportunities Fund to Phoenix
Investment Counsel, Inc. ("PIC"), both an indirect majority-owned subsidiary of
Phoenix Home Life Mutual Insurance Company ("PHL"). PIC is entitled to a fee
based upon the following annual rates as a percentage of the average daily net
assets of each Fund:
<TABLE>
<CAPTION>
1st $1 $1-2 $2+
Fund Billion Billion Billion
- ---------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Small Cap Fund.......................... 0.75% 0.70% 0.65%
Strategic Theme Fund.................... 0.75% 0.70% 0.65%
Equity Opportunities Fund............... 0.70% 0.65% 0.60%
</TABLE>
Seneca Capital Management LLC ("Seneca") serves as subadviser to PIC for the
Equity Opportunities Fund. For its services, Seneca is paid a fee by PIC ranging
from 0.35% to 0.20% of the average daily net assets of the Equity Opportunities
Fund. A majority of the equity interests of Seneca are owned by Phoenix
Investment Partners Ltd. ("PXP"), an indirect majority-owned subsidiary of PHL.
Roger Engemann & Associates, Inc. ("REA") serves as subadviser to PIC for the
Small Cap Fund. For its services, REA is paid a fee by the Adviser ranging from
0.375% to 0.20% of the average daily net assets of the Small Cap Fund. REA is a
wholly owned subsidiary of Pasadena Capital Corporation which in turn is a
wholly owned subsidiary of PXP.
As Distributor of the Trust's shares, Phoenix Equity Planning Corp. ("PEPCO"),
an indirect majority-owned subsidiary of PHL, has advised the Trust that it
retained net selling commissions of $55,140 for Class A shares and deferred
sales charges of $1,223,469 for Class B shares and $765 for Class C shares, for
the year ended April 30, 1999. In addition, each Series pays PEPCO a
distribution fee at an annual rate of 0.25% for Class A shares, 1.00% for Class
B shares, 1.00% for Class C shares and, prior to closing, 0.50% for Class M
shares applied to the average daily net assets of each 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 Trust that of the total amount
expensed for the year ended April 30, 1999, $1,607,602 was earned by the
Distributor, $1,082,707 was earned by unaffiliated participants and $121,999 was
paid to W.S. Griffith, an indirect subsidiary of PHL.
As Financial Agent of the Trust, PEPCO received a fee for bookkeeping,
administration, and pricing services through May 31, 1998, at an annual rate of
0.05% 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 Trust. Certain minimum fees and fee waivers may apply.
PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended April 30, 1999, transfer agent
fees were $1,238,334 of which PEPCO retained $435,178 which is net of the fees
paid to State Street.
At April 30, 1999, PHL and its affiliates held shares of the Trust as follows:
<TABLE>
<CAPTION>
Aggregate
Net Asset
Shares Value
--------- ---------
<S> <C> <C>
Equity Opportunities Fund--Class A............ 166 $ 1,451
Equity Opportunities Fund--Class B............ 25,410 212,680
</TABLE>
28
<PAGE>
PHOENIX STRATEGIC EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999 (CONTINUED)
3. PURCHASE AND SALE OF SECURITIES
Purchases and sales of securities (excluding short-term securities and
options) for the year ended April 30, 1999, aggregated the following:
<TABLE>
<CAPTION>
Purchases Sales
------------ ------------
<S> <C> <C>
Small Cap Fund....................... $658,542,968 $722,915,699
Strategic Theme Fund................. 298,564,798 314,372,543
Equity Opportunities Fund............ 266,817,938 291,477,943
</TABLE>
There were no purchases or sales of long-term U.S. Government securities.
4. CAPITAL LOSS CARRYOVERS
At April 30, 1999, the Small Cap Fund had a capital loss carryover of
$23,761,798 expiring in 2007, which may be used to offset future capital gains.
Under current tax law, capital losses realized after October 31, 1998 may be
deferred and treated as occurring on the first day of the following fiscal year.
For the year ended April 30, 1999, the Small Cap Fund deferred $114,522 in
capital losses.
5. RECLASS OF CAPITAL ACCOUNTS
In accordance with accounting pronouncements, the Funds have recorded several
reclassifications in the capital accounts. These reclassifications have no
impact on the net asset value of the Funds and are designed generally to present
undistributed income and realized gains on a tax basis which is considered to be
more informative to the shareholder. As of April 30, 1999, the Funds recorded
the following reclassifications to increase (decrease) the accounts listed
below:
<TABLE>
<CAPTION>
Capital paid
Undistributed Accumulated in on shares
net investment net realized of benefical
income gain (loss) interest
-------------- -------------- ------------
<S> <C> <C> <C>
Small Cap Fund................ $3,189,899 $ (35,985) $(3,153,914)
Strategic Theme Fund.......... 1,592,337 (1,596,375) 4,038
Equity Opportunities Fund..... 414,880 (414,880) --
</TABLE>
TAX INFORMATION NOTICE (UNAUDITED)
The Trust distributed long-term capital gain dividends of:
<TABLE>
<CAPTION>
Total
Long-Term
Fund Distributions
- --------------------------------------------------- ------------
<S> <C>
Small Cap Fund..................................... $ --
Strategic Theme Fund............................... 373
Equity Opportunities Fund.......................... 3,272,689
</TABLE>
This report is not authorized for distribution to prospective investors in the
Phoenix Strategic Equity Series Fund unless preceded or accompanied by an
effective prospectus which includes information concerning the sales charge, the
Fund's record and other pertinent information.
29
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
[LOGO]
To the Trustees and Shareholders of
Phoenix Strategic Equity Series Fund:
In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments (except for bond ratings), and the
related statements of operations and of changes in net assets, and the financial
highlights present fairly, in all material respects, the financial position of
the Phoenix Small Cap Fund, the Phoenix Strategic Theme Fund and the Phoenix
Equity Opportunities Fund (constituting separate series of the Phoenix Strategic
Equity Series Fund, hereinafter referred to as the "Trust") at April 30, 1999,
the results of each of their operations, the changes in each of their net assets
and the financial highlights for each of the periods presented, in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust'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 April 30, 1999 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 11, 1999
30
<PAGE>
PHOENIX STRATEGIC EQUITY SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
TRUSTEES
Robert Chesek
E. Virgil Conway
Harry Dalzell-Payne
Francis E. Jeffries
Leroy Keith, Jr.
Philip R. McLoughlin
Everett L. Morris
James M. Oates
Calvin J. Pedersen
Herbert Roth, Jr.
Richard E. Segerson
Lowell P. Weicker, Jr.
OFFICERS
Philip R. McLoughlin, President
Michael E. Haylon, Executive Vice President
John F. Sharry, Executive Vice President
J. Roger Engemann, Senior Vice President
Gail P. Seneca, Senior Vice President
Steven L. Colton, Vice President
Ron K. Jacks, Vice President
Richard D. Little, Vice President
James E. Mair, Vice President
William R. Moyer, Vice President
Leonard J. Saltiel, Vice President
John S. Tilson, Vice President
Nancy G. Curtiss, Treasurer
G. Jeffrey Bohne, Secretary
INVESTMENT ADVISER
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, Connecticut 06115-0480
PRINCIPAL UNDERWRITER
Phoenix Equity Planning Corporation
100 Bright Meadow Boulevard
P.O. Box 2200
Enfield, Connecticut 06083-2200
TRANSFER AGENT
Phoenix Equity Planning Corporation
100 Bright Meadow Boulevard
P.O. Box 2200
Enfield, Connecticut 06083-2200
CUSTODIAN
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
160 Federal Street
Boston, Massachusetts 02110
HOW TO CONTACT US
The Fund Connection 1-800-243-1574
Customer Service 1-800-243-1574 (option 0)
Automated Voice
Response Unit 1-800-243-1574 (option 1)
Investment Strategy Hotline 1-800-243-4361 (option 2)
Marketing Department 1-800-243-4361 (option 3)
Text Telephone 1-800-243-1926
World Wide Web address:
www.phoenixinvestments.com
<PAGE>
PHOENIX EQUITY PLANNING CORPORATION ---------------
PO Box 2200 Bulk Rate Mail
Enfield CT 06083-2200 U.S. Postage
PAID
Springfield, MA
Permit No. 444
---------------
[LOGO] PHOENIX
INVESTMENT PARTNERS
PXP 744 (6/99)
