PHOENIX STRATEGIC EQUITY SERIES FUND
Supplement dated July 12, 1999 to
Prospectus dated August 28, 1998, as supplemented
November 2, 1998
The disclosure contained in the Prospectus dated August 28, 1998 is hereby
supplemented as described below.
Page 22, under the subheading "Dealer Concessions," insert the following after
the first sentence: "This sales commission will not be paid to dealers for sales
of Class B or Class C Shares purchased by 401(k) participants of the Merrill
Lynch Daily K Plan due to a waiver of the CDSC for these Plan participants'
purchases."
Page 22, in the second paragraph under the subheading "Dealer Concessions,"
insert the following after the first sentence: "Such fees are in addition to the
sales commissions referenced above and may be based upon the amount of sales of
fund shares by a dealer; the provision of assistance in marketing of fund
shares; access to sales personnel and information dissemination services;
provision of recordkeeping and administrative services to qualified employee
benefit plans; and other criteria as established by the Distributor."
Page 22, in the second paragraph under the subheading "Dealer Concession,"
insert the following after 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." Any dealer who receives more than 90% of a sales charge may be
deemed to be an "underwriter" under the Securities Act of 1933. Equity Planning
reserves the right to discontinue or alter such fee payment plans at any time."
Page 22, 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 23, under the subheading "How to Obtain Reduced Deferred 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 25, prior to the subsection "Exchange Privileges," 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.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR
FUTURE REFERENCE.
PXP 690/ML (7/99)
