As filed with the Securities and Exchange Commission on April 1, 1996
Registration Nos. 33-19423
811-5436
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 19 [x]
and/or
REGISTRATION STATEMENT
Under
THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 21 [x]
(Check appropriate box or boxes.)
Phoenix Multi-Portfolio Fund
(Exact Name of Registrant as Specified in Charter)
101 Munson Street, Greenfield, Massachusetts 01301
(Address of Principal Executive Offices) (Zip Code)
c/o Phoenix Equity Planning
Shareholder Services
(800) 243-1574
(Registrant's Telephone Number, including Area Code)
Philip R. McLoughlin
Vice Chairman and Chief Executive Officer
Phoenix Duff & Phelps Corporation
56 Prospect Street
Hartford, Connecticut 06115
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box)
[x] immediately upon filing pursuant to paragraph (b)
[ ] on pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] onpursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Declaration Pursuant to Rule 24f-2
Registrant has registered an indefinite number of shares under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant filed the notice required by Rule 24f-2 with respect to the fiscal
year ended on November 30, 1995 on January 25, 1996.
<PAGE>
The following pages from Post-Effective Amendment No. 18 to the Registration
Statement on Form N-1A, filed with the Securities and Exchange Commission on
March 1, 1996 are incorporated herein by reference thereto:
Part A
Version A Cross Reference Pages to Items Required by Rule 495(a)
Version A Prospectus Pages 1 through 38
Part B
Version A Statement of Additional Information Pages 1 through 34 and November
30, 1995 Annual Report for Phoenix Tax-Exempt Bond Portfolio, Phoenix Capital
Appreciation Portfolio, Phoenix International Portfolio, Phoenix Real Estate
Securities Portfolio and Phoenix Emerging Markets Bond Portfolio.
i
<PAGE>
This registration statement contains two prospectuses and two Statements of
Additional Information. These are identified as Versions A and B of each.
PHOENIX MULTI-PORTFOLIO FUND
Cross Reference Sheet
Pursuant to Rule 495(a) [Version B]
PART A
<TABLE>
<CAPTION>
Form N-1A Item No. Prospectus Caption
------------------------------------------------ --------------------------------------------------------------
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Introduction; Trust Expenses
3. Condensed Financial Information Not applicable
4. General Description of Registrant Introduction; Investment Objectives and Policies; Investment
Techniques; Portfolio Turnover; Description of Shares
5. Management of the Fund Introduction; Management of the Fund
6. Capital Stock and Other Securities Introduction; Description of Shares; Dividends and
Distributions; Taxes
7. Purchase of Securities Being Offered National Distributor; How to Buy Shares
8. Redemption or Repurchase How to Redeem Shares
9. Legal Proceedings Not applicable
</TABLE>
PART B
<TABLE>
<CAPTION>
Form N-1A Item No. Statement of Additional Information Caption
------------------------------------------------ --------------------------------------------------------------
<S> <C> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not applicable
13. Investment Objectives and Policies Investment Objectives and Policies; Investment Restrictions;
Portfolio Turnover
14. Management of the Fund Trustees and Officers
15. Control Persons and Principal Holders of Trustees and Officers
Securities
16. Investment Advisory and Other Services The Investment Adviser; National Distributor
17. Brokerage Allocation and Other Practices Portfolio Transactions
18. Purchase, Redemption and Pricing of See "Description of Shares" In Prospectus; Determination of
Securities Being Offered Net Asset Value; Purchase of Shares; Shareholder Services;
Reinvestment Privilege; Exchange Privilege; How to Redeem
Shares
20. Tax Status Taxes
21. Underwriters National Distributor; Purchase of Shares
22. Calculations of Yield Quotations of Money Not applicable
Market Funds
23. Financial Statements Financial Statements
</TABLE>
PART C
The information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
ii
<PAGE>
[Cover Page]
PHOENIX
MULTI-PORTFOLIO FUND
PROSPECTUS
April 1, 1996
Endowment Equity Portfolio
Endowment Fixed-Income Portfolio
P H O E N I X
[Logo Phoenix Duff & Phelps]
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
101 Munson Street
Greenfield, Massachusetts 01301
PROSPECTUS
April 1, 1996
Phoenix Multi-Portfolio Fund (the "Trust") is an open-end management
investment company whose shares are offered in seven series, two of which are
to be offered by this Prospectus. Each series represents an investment in a
separate portfolio with its own investment objectives and policies. The two
portfolios listed below were developed specifically for non-profit investors
such as endowment funds and other tax-exempt organizations who are seeking
professional money management and advisory services. The investment adviser
to the portfolios discussed in this prospectus is Phoenix Investment Counsel,
Inc. (the "Adviser").
Phoenix Endowment Equity Portfolio ("Equity Portfolio") seeks as its
investment objective long-term appreciation of capital. The secondary
objective is current income. Since income is a secondary objective, the level
of income generated by the investment of the Portfolio's assets will vary.
Phoenix Diversified Income Portfolio ("Diversified Income Portfolio"
formerly the "Endowment Fixed Income Portfolio") seeks as its investment
objective current income through investment primarily in publicly-traded,
investment quality debt securities. Capital appreciation is a secondary
objective.
There can be no assurance that any Portfolio will achieve its objectives.
Each Portfolio may engage in limited securities and index options
transactions and enter into financial futures contracts and related options
for hedging purposes. (See "Investment Techniques".)
No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in
this Prospectus, and, if given or made, such other information or
representations must not be relied upon as having been authorized by the
Trust, the Adviser, or the Distributor. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered hereby in any state in which or to any person to whom it is unlawful
to make such offer.
This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Investors should read and
retain this Prospectus for future reference. A Statement of Additional
Information dated April 1, 1996, which contains further information about the
Trust, has been filed with the Securities and Exchange Commission and is
incorporated by reference in this Prospectus. A copy of the Statement of
Additional Information may be obtained without charge by calling Phoenix
Equity Planning Corporation ("Equity Planning"), the National Distributor, at
(800) 243-4361 or by writing Equity Planning at 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, Connecticut 06083-2200.
Shares of either Portfolio are not deposits or obligations of, or
guaranteed or endorsed by, any bank, credit union or affiliated entity and
are not federally insured or otherwise protected by the Federal Deposit
Insurance Corporation (FDIC), the Federal Reserve Board or any other agency
and involve investment risk, including possible loss of principal.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
CUSTOMER SERVICE--(800) 243-1574
MARKETING--(800) 243-4361
TELEPHONE ORDERS/EXCHANGES--(800) 367-5877
TELECOMMUNICATION DEVICE (TTY)--(800) 243-1926
<PAGE>
TABLE OF CONTENTS
INTRODUCTION 3
TRUST EXPENSES 4
FINANCIAL HIGHLIGHTS 5
PERFORMANCE INFORMATION 7
INVESTMENT OBJECTIVES AND POLICIES 7
Equity Portfolio 7
Diversified Income Portfolio 8
INVESTMENT TECHNIQUES 8
Repurchase Agreements 8
Zero Coupon Bonds 8
Securities and Index Options 8
Writing (Selling) Call Options 8
Purchasing Call and Put Options 9
Warrants and Stock Rights 9
Financial Futures and Related Options 9
Foreign Securities 10
Lending Portfolio Securities 10
When Issued Securities 10
INVESTMENT RESTRICTIONS 11
PORTFOLIO TURNOVER 11
MANAGEMENT OF THE FUND 11
The Adviser 11
The Portfolio Managers 12
The Financial Agent 12
The Custodian and Transfer Agent 12
Brokerage Commissions 12
NATIONAL DISTRIBUTOR 12
DESCRIPTION OF SHARES 13
HOW TO BUY SHARES 13
NET ASSET VALUE 15
HOW TO REDEEM SHARES 15
DIVIDENDS AND DISTRIBUTIONS 16
TAXES 16
ADDITIONAL INFORMATION 17
APPENDIX 18
2
<PAGE>
INTRODUCTION
Phoenix Multi-Portfolio Fund (the "Trust") is an open-end management
investment company established as a business trust under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated
October 15, 1987. The Declaration of Trust, as amended, authorizes the assets
and shares of the Trust to be divided into seven series or "Portfolios", two
of which are available for investment as described below. Each Portfolio has
a different investment objective and is designed to meet different investment
needs. This Prospectus offers shares of the Endowment Equity Portfolio (the
"Equity Portfolio") and Diversified Income Portfolio (the "Diversified Income
Portfolio"; each, a "Portfolio", and, together, the "Portfolios") to
endowment funds and other non-profit, tax-exempt organizations. The
investment objective of the Equity Portfolio is long-term appreciation of
capital and it invests primarily in common stocks with appreciation
potential. The investment objective of the Diversified Income Portfolio is
current income and it invests primarily in publicly-traded investment quality
debt securities. There can be no assurance that either Portfolio will achieve
its objective.
The Investment Adviser
The investment adviser to the Portfolios is Phoenix Investment Counsel,
Inc. ("PIC" or the "Adviser"). PIC is a subsidiary of Phoenix Duff & Phelps
Corporation, and prior to November 1, 1995, was an indirect subsidiary of
Phoenix Home Life Mutual Insurance Company "Phoenix Home Life". For managing,
or directing the management of the investments of each Portfolio, the Adviser
is entitled to a prescribed fee. The Adviser is entitled to a fee for the
Equity Portfolio, payable monthly, at the annual rate of 0.75% of the average
of the aggregate daily net asset values of the Equity Portfolio up to $1
billion; 0.70% of such value between $1 billion and $2 billion; and 0.65% of
such value in excess of $2 billion. The Adviser is also entitled to a fee for
the Diversified Income Portfolio, payable monthly, at the annual rate of
0.50% of the average of the aggregate daily net asset values of the
Diversified Income Portfolio up to $1 billion; 0.45% of such value between $1
billion and $2 billion; and 0.40% of such value in excess of $2 billion. See
"Management of the Fund" for a description of the Investment Advisory
Contracts and the Adviser's undertaking to reimburse the Trust for certain
expenses.
National Distributor
The Adviser's parent, Phoenix Equity Planning Corporation ("Equity
Planning"), serves as National Distributor of the Trust's shares. See
"National Distributor " and the Statement of Additional Information. Equity
Planning also acts as financial agent of the Trust and as such receives a
quarterly fee based on the average of the aggregate daily net asset values of
the Trust at an annual rate of $300 per $1 million. Pursuant to an agreement
between Equity Planning and the Trust, Equity Planning acts as transfer agent
for the Trust. Equity Planning has appointed one or more sub-agents,
including State Street Bank and Trust Company to perform certain shareholder
servicing functions for the Trust.
Purchase of Shares
Shares of each Portfolio are sold at the next determined net asset value
after receipt of the purchase order by Equity Planning (the "Transfer
Agent"). See "How to Buy Shares" and "Net Asset Value".
To purchase shares of any Portfolio, the minimum initial investment is
$100,000 and the minimum subsequent investment is $1,000. For immediate
investment of funds, shares must be purchased with Federal Funds. (See
Statement of Additional Information.) Certain exceptions to the minimum
initial and subsequent investment amounts are available under specific
circumstances. See "How to Buy Shares".
Redemption Price
Shares of each Portfolio may be redeemed at any time at the net asset
value per share next computed after receipt of a redemption request in proper
form by the Transfer Agent. The Trustees reserve the right, upon 30 days'
written notice, to redeem shares credited to a shareholder's Open Account if
the net asset value of the shares in the account falls below a specified
level. See "How to Redeem Shares".
Risk Factors
There can be no assurance that any Portfolio will achieve its investment
objectives. In addition, special risks may be presented by the particular
types of securities in which a Portfolio may invest. The risks of each
Portfolio should be reviewed and are set forth in the "Investment Objectives
and Policies" section of this Prospectus.
3
<PAGE>
TRUST EXPENSES
The following table illustrates all expenses and fees that a shareholder
will incur. The expenses and fees set forth in these tables are for the
fiscal year ended November 30, 1995.
<TABLE>
<CAPTION>
Equity Diversified Income
Portfolio Portfolio
----------- --------------------
<S> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as percentage of offering price) None None
Maximum Sales Load Imposed on Reinvested Dividends None None
Deferred Sales Load None None
Redemption Fees (a) None None
Exchange Fee None None
Annual Operating Expenses
(as a percentage of average net assets)
Management Fees** 0.75% 0.50%
Other Operating Expenses (After reimbursement) (b) 0.10 0.15
Total Operating Expenses 0.85% 0.65%
========== ===================
</TABLE>
(a) The Trustees may, at their option, impose a redemption fee not in excess
of 1% of net asset value. They do not presently intend to impose such a
redemption charge and shareholders will be given reasonable notice of any
change in this intention.
(b) The Adviser has agreed to reimburse the Trust for the amount by which the
total operating expenses for the fiscal year ended November 30, 1996 of
the Equity Portfolio and the Diversified Income Portfolio exceed 0.85%
and 0.65% of the Portfolio's average net assets, respectively. If the
Adviser had not reimbursed a portion of these expenses, operating
expenses would have been 2.78% and 3.52%, respectively.
<TABLE>
<CAPTION>
Example* 1 year 3 years 5 years 10 years
--------------------------------------------------- ------ ------- ------- ---------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming (1) a 5% annual return
and (2) redemption at the end of each time period.
As noted above, the Trust charges no redemption
fees of any kind.
Equity Portfolio $9 $27 $47 $105
Diversified Income Portfolio $7 $21 $36 $ 81
</TABLE>
*The purpose of the table above is to help the investor understand the
various costs and expenses that the investor will bear, directly or
indirectly. The example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown.
For more complete descriptions of the various costs and expenses, see
"Management of the Fund" and "How to Buy Shares".
4
<PAGE>
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
The following tables set forth certain financial information for the
fiscal year ended November 30, 1995. The annual information has been
extracted from the each Portfolio's audited financial statements for the
respective periods.
The financial information has been audited by Price Waterhouse LLP,
independent accountants, whose unqualified report thereon is included in the
Annual Report to Shareholders dated November 30, 1995 which is incorporated
by reference in the Statement of Additional Information. The Statement of
Additional Information and each Portfolio's most recent Annual Report (which
contains a discussion of the Fund's performance) are available at no charge
upon request, by calling (800) 243-4361.
ENDOWMENT EQUITY PORTFOLIO
<TABLE>
<CAPTION>
Year Year From
Ended Ended Inception
November 30, November 30, 4/1/93 to
1995 1994 11/30/93
--------------- --------------- ---------
<S> <C> <C> <C>
Net asset value, beginning of period $9.78 $11.09 $10.00
Income from investment operations
Net investment income 0.11(1) (4) 0.14(1) 0.10 (1)
Net realized and unrealized (loss)
gain 3.31 (0.73) 1.02
-------------- -------------- --------
Total from investment operations 3.42 (0.59) 1.12
-------------- -------------- --------
Less distributions
Dividends from net investment income (0.17) (0.14) (0.03)
Distributions from net realized gains -- (0.58) --
-------------- -------------- --------
Total distributions (0.17) (0.72) (0.03)
-------------- -------------- --------
Change in net asset value 3.25 (1.31) 1.09
-------------- -------------- --------
Net asset value, end of period $13.03 $9.78 $11.09
============== ============== ========
Total return 35.35% -5.77% 11.23%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) $4,122 $4,443 $4,944
Ratio to average net assets of:
Operating expenses 0.85% 0.85% 0.85%(2)
Net investment income 0.95% 1.42% 1.54%(2)
Portfolio turnover 248% 250% 312%(2)
</TABLE>
(1) Includes reimbursement of operating expenses by Adviser of $0.24, $0.15
and $0.15, respectively.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
5
<PAGE>
DIVERSIFIED INCOME PORTFOLIO
<TABLE>
<CAPTION>
Year Year From
Ended Ended Inception
November 30, November 30, 4/1/93 to
1995 1994 11/30/93
--------------- --------------- ---------
<S> <C> <C> <C>
Net asset value, beginning of period $8.97 $10.12 $10.00
Income from investment operations
Net investment income 0.91(1) 0.63(1) 0.40(1)
Net realized and unrealized (loss)
gain 0.51 (1.13) 0.12
-------------- -------------- --------
Total from investment operations 1.42 (0.50) 0.52
-------------- -------------- --------
Less distributions
Dividends from net investment income (0.94) (0.59) (0.40)
Distributions from net realized gains -- (0.06) --
-------------- -------------- --------
Total distributions (0.94) (0.65) (0.40)
-------------- -------------- --------
Change in net asset value 0.48 (1.15) 0.12
-------------- -------------- --------
Net asset value, end of period $9.45 $8.97 $10.12
============== ============== ========
Total return 16.65% -5.26% 5.35%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) $5,170 $1,780 $1,989
Ratio to average net assets of:
Operating expenses 0.65% 0.65% 0.65%(2)
Net investment income 7.60% 6.64% 6.13%(2)
Portfolio turnover 618% 124% 183%(2)
</TABLE>
(1) Includes reimbursement of operating expenses by Adviser of $0.40, $0.34
and $0.35, respectively.
(2) Annualized.
(3) Not annualized.
6
<PAGE>
PERFORMANCE INFORMATION
The Trust may, from time to time, advertise several types of performance
information with respect to any or all of the Portfolios. This information
may also be included in sales literature or reports to current or prospective
shareholders. This is referred to as the "average annual total return" and
"total return" of any Portfolio. Each of these figures is based upon
historical results and is not necessarily representative of the future
performance of any Portfolio.
Average annual total return and total return figures measure both the net
investment income generated by, and the effect of any realized and unrealized
appreciation or depreciation of the underlying investments in a Portfolio for
the period in question, assuming the reinvestment of all dividends. Thus,
these figures reflect the change in the value of an investment in a Portfolio
during a specific period. Average annual total return for each Portfolio will
be quoted for at least the one, five and ten year periods ending on a recent
calendar quarter (or if such periods have not yet elapsed, at the end of a
shorter period corresponding to the life of the Portfolio). Average annual
total return figures are annualized and, therefore, represent the average
annual percentage change over the period in question. Total return figures
are not annualized and represent the aggregate percentage or dollar value
change over the period in question.
Advertisements, sales literature and other communications may contain
information about the Trust or Adviser's current investment strategies and
management style. Current strategies and style may change to allow the Trust
to respond quickly to changing market and economic conditions. From time to
time, the Trust may include specific portfolio holdings or industries in such
communications. To illustrate components of overall performance, the Trust
may separate its cumulative and average annual returns into income and
capital components, or cite separately as a return figure the equity or bond
portion of a Trust's portfolio; or compare the Trust's equity or bond return
figure to well-known indices of market performance, including, but not
limited to: the S&P 500 Index, Dow Jones Industrial Average, First Boston
High Yield Index and Salomon Brothers Corporate and Government Bond Indices.
From time to time, a Portfolio's performance may be compared to that of
the Consumer Price Index or various unmanaged equity or bond indices such as
the Dow Jones Industrial Average, Standard & Poor's 500 Stock Index, and
Europe Australia Far East Index, and may also be compared to the performance
of other mutual funds or mutual fund indices as reported by Lipper Analytical
Services, Inc. ("Lipper"), CDA Investment Technologies, Inc. ("CDA"), and
Morningstar, Inc. Lipper and CDA are widely recognized independent mutual
fund reporting services. Lipper and CDA performance calculations are based
upon changes in net asset value with all dividends reinvested and do not
include the effect of any sales charges. Additionally, a Portfolio's
performance results may be compared to those of other investment or savings
vehicles (such as certificates of deposit) and results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barrons,
Business Week, Stanger's Mutual Fund Monitor, The Stanger Register, Stanger's
Investment Adviser, The Wall Street Journal, The New York Times, Consumer
Reports, Registered Representative, Financial Planning, Financial Services
Weekly, Financial World, U.S. News and World Report, Standard and Poor's The
Outlook, Investor's Daily and Personal Investor may be quoted.
A Portfolio's shares are sold at the net asset value per share next
computed after the purchase order is received by Equity Planning. A
Portfolio's returns and net asset value will fluctuate. Shares of a Portfolio
are redeemable by an investor at the then current net asset value, which may
be more or less than original cost. Additional information concerning
performance information appears in the Statement of Additional Information.
The Trust's Annual Report, available upon request and without charge,
contains a discussion of the performance of each Portfolio and a comparison
of that performance to a securities market index.
INVESTMENT OBJECTIVES AND POLICIES
Each Portfolio has a different investment objective and is designed to
meet different investment needs. The differences in objectives and policies
among the Portfolios can be expected to affect the investment return of each
Portfolio and the degree of market and financial risk to which each Portfolio
is subject. The investment objective of each Portfolio is deemed to be a
fundamental policy which may not be changed without the approval of a vote of
a majority of the outstanding shares of that Portfolio. Except as noted
below, a Portfolio's investment policies are not deemed to be fundamental
and, therefore, may be changed without shareholder approval. Since certain
risks are inherent in the ownership of any security, there can be no
assurance that a Portfolio will achieve its investment objective.
Equity Portfolio
The Equity Portfolio's investment objective is to seek long-term
appreciation of capital. The secondary objective is current income. Since
income is a secondary objective, the level of income generated by the
investment of the Portfolio's assets will vary.
The Equity Portfolio intends to invest, under normal conditions, at least
65% of the total assets of the Portfolio in the common stock of companies
believed by management to have appreciation potential. However, the Equity
Portfolio may also invest in preferred stocks, bonds (rated within the four
highest investment grades as defined under "Diversified Income Portfolio"
below), convertible preferred stocks and convertible debentures if, in the
judgment of management, the investment would further its investment
objective. The Equity Portfolio may also engage in certain options
transactions and enter into financial futures contracts and related options
for hedging purposes. (See "Investment Techniques".) Each security held will
be monitored to determine whether it is contributing to the basic objective
of long-term appreciation of capital.
The Adviser believes that a portfolio of such securities provides the most
effective way to obtain capital appreciation, but when, for temporary
defensive purposes (as when market
7
<PAGE>
conditions for growth stocks are adverse), other types of investments appear
advantageous on the basis of combined considerations of risk and the
protection of capital values, investments may be made in publicly traded
investment quality debt securities with or without warrants or conversion
features. In an effort to protect its assets against major market declines,
or for other temporary defensive purposes, the Equity Portfolio may actively
pursue a policy of retaining cash or investing part or all of its assets in
cash equivalents.
Although diversification is an important consideration in selecting the
investment portfolio of the Equity Portfolio, greater emphasis will be placed
upon careful selection of securities believed to have good potential for
appreciation than upon wide diversification.
Diversified Income Portfolio
The Diversified Income Portfolio's primary investment objective is to seek
current income through investment primarily in publicly traded, investment
quality debt securities. Capital appreciation is a secondary objective.
In seeking its investment objectives, it is anticipated that, under normal
conditions, at least 65% of the value of this Portfolio will be represented
by debt securities which have, at the time of purchase, a rating within the
four highest investment grades as determined by Moody's Investors Service,
Inc. (Aaa, Aa, A, Baa) or by Standard and Poor's Corporation (AAA, AA, A,
BBB), and debt securities of other issuers which, although not rated as a
matter of policy by either Moody's Investors Service, Inc. or Standard and
Poor's Corporation, are determined by the Adviser to have a quality
comparable to securities receiving ratings within such four highest grades.
The market values of investment grade debt securities tend to be sensitive to
changes in prevailing interest rates. Although investment quality securities
are subject to market fluctuations, the risk of loss of income and principal
is generally expected to be less than with lower quality securities.
If a debt security's rating is down-graded below BBB or Baa, the security
will normally be sold, unless management believes that the financial
condition of the issuer, or the protections afforded to the particular
security, is stronger than would be indicated by the rating.
INVESTMENT TECHNIQUES
In furtherance of their objectives, the Portfolios may write covered call
and put options, engage in transactions in financial futures contracts and
options, and invest in foreign securities and other instruments such as
repurchase agreements. Futures contracts and related instruments are
derivative securities or "derivatives". These investment techniques and the
related risks are summarized below and are described in more detail in the
Statement of Additional Information.
Repurchase Agreements
A Portfolio may invest in repurchase agreements, either for temporary
defensive purposes necessitated by adverse market conditions or to generate
income from its excess cash balances, provided that no more than 10% of a
Portfolio's total assets may be invested in the aggregate in repurchase
agreements having maturities of more than seven days and in all other
illiquid securities. A repurchase agreement is an agreement under which the
Portfolio acquires a money market instrument (generally a security issued by
the U.S. Government or an agency thereof, a banker's acceptance or a
certificate of deposit) from a commercial bank, a broker or a dealer, subject
to resale to the seller at an agreed upon price and date (normally the next
business day). The resale price reflects an agreed upon interest rate
effective for the period the instrument is held by the Portfolio and is
unrelated to the interest rate on the underlying instrument. A repurchase
agreement acquired by the Portfolio will always be fully collateralized by
the underlying instrument, which will be marked to market every business day.
The underlying instrument will be held for the Trust's account by the Trust's
custodian bank until repurchased. Investors in the Diversified Income
Portfolio should be aware that investments in repurchase agreements do not
generate income exempt from federal income taxation.
The use of repurchase agreements involves certain risks such as default by
or the insolvency of the other party to the repurchase agreement. Repurchase
agreements will be entered into only with commercial banks, brokers and
dealers considered by the Adviser to be credit-worthy.
Zero Coupon Bonds
The Portfolios may invest in debt obligations that do not make any
interest payments for a specified period of time prior to maturity or until
maturity. Even though such bonds do not pay current interest in cash, the
Trust is required to accrue interest income on such investments and to
distribute such amounts to shareholders. Thus, the Trust would not be able to
purchase income-producing securities to the extent of cash used to pay such
distributions and current income could be less than it otherwise would have
been. Alternatively, the Trust might liquidate investments in order to
satisfy these distribution requirements. The value of these obligations
fluctuates more in response to interest rate changes, if they are of the same
maturity, than does the value of debt obligations that make current interest
payments. (See the Statement of Additional Information).
Securities and Index Options
Each Portfolio may write covered call options and purchase call and put
options. Securities and index options and the related risks are summarized
below and are described in more detail in the Statement of Additional
Information.
Writing (Selling) Call Options
Each Portfolio may write exchange-traded covered call options. A call
option on a security gives the purchaser of the option, in return for the
premium paid to the writer (seller), the right to buy the underlying security
at the exercise price at any time during the option period. Upon exercise by
the purchaser, the writer of a call option has the obligation to sell the
underlying security at the exercise price. A call option on a securities
index is similar to a call option on an individual security, except that the
value of the option depends on the weighted value of the group of securities
comprising the index and all settlements are made in cash. A call option may
be terminated by the writer (seller) by
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entering into a closing purchase transaction in which it purchases an option
of the same series as the option previously written.
A call option is "covered" if the Portfolio owns the underlying security
or has an absolute and immediate right to acquire that security without
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
securities held in its portfolio. A call option written by a Portfolio is
also covered if the Portfolio holds on a share-for-share basis a covering
call on the same security as the call written where (i) the exercise price of
the covering call held is equal to or less than the exercise price of the
call written or greater than the exercise price of the call written if the
difference is maintained by the Portfolio in cash, U.S. Treasury bills or
other high-grade short-term obligations in a segregated account with its
custodian, and (ii) the covering call expires at the same time or after the
call written.
The Trustees have limited the value of the total assets of a Portfolio
which may be subject to call options to 50% of a Portfolio's total assets.
Management presently intends to cease writing options if and as long as 25%
of such total assets are subject to outstanding options contracts or if
required under regulations of state securities administrators. Call options
on securities indices will be written only to hedge in an economically
appropriate way portfolio securities which are not otherwise hedged with
options or financial futures contracts and will be "covered" by identifying
the specific portfolio securities being hedged.
A Portfolio will write call options in order to obtain a return on its
investments from the premiums received and will retain the premiums whether
or not the options are exercised. Any decline in the market value of
portfolio securities will be offset to the extent of the premiums received
(net of transaction costs). If an option is exercised, the premium received
on the option will effectively increase the exercise price.
During the option period the writer of a call option has given up the
opportunity for capital appreciation above the exercise price should the
market price of the underlying security increase, but has retained the risk
of loss should the price of the underlying security decline. Writing call
options also involves risks relating to the Portfolio's ability to close out
options it has written.
Purchasing Call and Put Options
A call option is described above. A put option on a security gives the
purchaser of the option, in return for the premium paid to the writer
(seller), the right to sell the underlying security at the exercise price at
any time during the option period. Upon exercise by the purchaser, the writer
of a put option has the obligation to purchase the underlying security at the
exercise price. A put option on a securities index is similar to a put option
on an individual security, except that the value of the option depends on the
weighted value of the group of securities comprising the index and all
settlements are made in cash.
A Portfolio may invest up to 2% of its total assets in exchange-traded
call and put options on securities and securities indices for the purpose of
hedging against changes in the market value of its portfolio securities. A
Portfolio will invest in call and put options whenever, in the opinion of its
Adviser, a hedging transaction is consistent with the investment objectives
of a Portfolio. A Portfolio may sell a call option or a put option which it
has previously purchased prior to the purchase (in the case of a call) or the
sale (in the case of a put) of the underlying security. Any such sale would
result in a net gain or loss depending on whether the amount received on the
sale is more or less than the premium and other transaction costs paid on the
call or put which is sold.
Purchasing a call or a put option involves the risk that a Portfolio may
lose the premium it paid plus transaction costs.
Warrants and Stock Rights
Warrants and stock rights are almost identical to call options in their
nature, use and effect except that they are issued by the issuer of the
underlying security, rather than an option writer, and they generally have
longer expiration dates than call options. Each Portfolio may invest up to 5%
of total assets in warrants and stock rights valued at the lower of cost or
market, but no more than 2% of total assets may be invested in warrants or
stock rights not listed on the New York Stock Exchange or American Stock
Exchange.
Financial Futures and Related Options
Each Portfolio may enter into financial futures contracts and related
options. Financial futures contracts and related options and associated risks
are summarized below and are described in more detail in the Statement of
Additional Information.
Financial futures contracts consist of interest rate futures contracts and
securities index futures contracts. An interest rate futures contract
obligates the seller of the contract to deliver, and the purchaser to take
delivery of, the interest rate securities called for in the contract at a
specified future time and at a specified price. A stock index assigns
relative values to the common stocks included in the index, and the index
fluctuates with changes in the market values of the common stocks so
included. A stock index futures contract is a bilateral agreement pursuant to
which two parties agree to take or make delivery of an amount of cash equal
to a specified dollar amount times the difference between the stock index
value at the close of the last trading day of the contract and the price at
which the futures contract is originally struck. An option on a financial
futures contract gives the purchaser the right to assume a position in the
contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the period
of the option.
A Portfolio may purchase and sell financial futures contracts which are
traded on a recognized exchange or board of trade and may purchase exchange-
or board-traded put and call options on financial futures contracts as a
hedge against anticipated changes in the market value of its portfolio
securities or securities which it intends to purchase. Hedging is the
initiation of a position in the futures market which is intended as a
temporary substitute for the purchase or sale of the underlying securities in
the cash market.
A Portfolio will engage in transactions in financial futures contracts and
related options only for hedging purposes and not
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for speculation. In addition, a Portfolio will not purchase or sell any
financial futures contract or related option if, immediately thereafter, the
sum of the cash or U.S. Treasury bills initially committed with respect to a
Portfolio's existing futures and related options positions and the premiums
paid for related options would exceed 2% of the market value of the
Portfolio's total assets. At the time of purchase of a futures contract or a
call option on a futures contract, an amount of cash, U.S. Government
securities or other appropriate high-grade debt obligations equal to the
market value of the futures contract minus a Portfolio's initial margin
deposit with respect thereto will be deposited in a segregated account with
the Portfolio's custodian bank to collateralize fully the position and
thereby ensure that it is not leveraged. The extent to which either Portfolio
may enter into financial futures contracts and related options may also be
limited by requirements of the Internal Revenue Code for qualification as a
regulated investment company.
Engaging in transactions in financial futures contracts involves certain
risks, such as the possibility of an imperfect correlation between futures
market prices and cash market prices and the possibility that the Adviser
could be incorrect in its expectations as to the direction or extent of
various interest rate movements, in which case a Portfolio's return might
have been greater had hedging not taken place. There is also the risk that a
liquid secondary market may not exist. The risk in purchasing an option on a
financial futures contract is that a Portfolio could lose the premium it
paid. Also, there may be circumstances when the purchase of an option on a
financial futures contract would result in a loss to a Portfolio while the
purchase or sale of the contract would not have resulted in a loss.
Foreign Securities
Each Portfolio may purchase foreign securities, including those issued by
foreign branches of U.S. banks. The Trust may invest 25% of the assets of a
Portfolio in the securities of foreign issuers. The Trust may invest in a
broad range of foreign securities including equity, debt and convertible
securities and foreign government securities. In connection with investments
in foreign securities, the Trust may enter into forward foreign currency
exchange contracts for the purpose of protecting against losses resulting
from fluctuations in exchange rates between the U.S dollar and a particular
foreign currency denominating a security which the Trust holds or intends to
acquire. The Trust will not speculate in forward foreign currency exchange
contracts.
Investing in the securities of foreign companies involves special risks
and considerations not typically associated with investing in U.S. companies.
These include differences in accounting, auditing and financial reporting
standards, generally higher commission rates on foreign portfolio
transactions, the possibility of expropriation or confiscatory taxation,
adverse changes in investment or exchange control regulations, political
instability which could affect U.S. investments in foreign countries,
difficulty in invoking legal process abroad and potential restrictions on the
flow of international capital. Additionally, dividends payable on foreign
securities may be subject to foreign taxes withheld prior to distribution.
Foreign securities often trade with less frequency and volume than domestic
securities and therefore may exhibit greater price volatility. Changes in
foreign exchange rates will affect the value of those securities which are
denominated or quoted in currencies other than the U.S. dollar. Many of the
foreign securities held by the Trust will not be registered with the
Securities Exchange Commission and many of the issuers of foreign securities
will not be subject to the Commission's reporting requirements. Accordingly,
there may be less publicly available information about the securities and
about the foreign company or government issuing them than is available about
a domestic company or government entity. Moreover, individual foreign
economies may compare favorably or unfavorably with the United States economy
with respect to such factors as rate of growth, rate of inflation, capital
reinvestment, resource self sufficiency and balance of payment positions, and
economic trends in foreign countries may be difficult to assess.
The Trust will calculate its net asset value and complete orders to
purchase, exchange or redeem shares only on a Monday-Friday basis (excluding
holidays on which the New York Stock Exchange is closed). Foreign securities
in which the Trust may invest may be primarily listed in foreign stock
exchanges which may trade on other days (such as Saturdays). As a result, the
net asset values of the Trust's portfolios may be affected by such trading on
days when a shareholder has no access to the Trust.
The Trust may use a foreign custodian in connection with its purchases of
foreign securities and may maintain cash and cash equivalents in the care of
a foreign custodian. The amount of cash or cash equivalents maintained in the
care of eligible foreign custodians will be limited to an amount reasonably
necessary to effect the Trust's foreign securities transactions. The use of a
foreign custodian invokes considerations which are not ordinarily associated
with domestic custodians. These considerations include the possibility of
expropriations, restricted access to books and records of the foreign
custodian, inability to recover assets that are lost while under control of
the foreign custodian, and the impact of political, social or diplomatic
developments.
Lending Portfolio Securities
In order to increase the return on its investment, a Portfolio may lend
its portfolio securities to broker-dealers and other financial institutions
in amounts up to 25% of the market or other fair value of its total assets.
Loans of portfolio securities will always be fully collateralized and will be
made only to borrowers considered by the Adviser to be credit-worthy. Lending
portfolio securities involves risk of delay in the recovery of the loaned
securities and in some cases the loss of rights in the collateral should the
borrower fail financially. (See the Statement of Additional Information).
When Issued Securities
The Portfolios may commit to purchase new issues of securities on a
when-issued basis. Delivery and payment for such securities normally takes 15
to 45 days or more after the date of the commitment to purchase. When a
Portfolio purchases securities on a when-issued basis, cash or liquid
securities equal in value to commitments for when-issued securities will be
deposited in a segregated account with the Trust's custodian bank.
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Securities purchased on a when-issued basis and the securities held in the
Portfolio are subject to changes in market value based upon the public
perception of the creditworthiness of the issuer and changes in the level of
interest rates (which generally result in similar changes in value, i.e.,
both experiencing appreciation when interest rates decline and depreciation
when interest rates rise). Therefore, to the extent that a Portfolio remains
substantially invested at the same time that it has purchased securities on a
when-issued basis, there will be greater fluctuations in its net asset value
than if it merely set aside cash to pay for when-issued securities. In
addition, transactions in when-issued securities may involve a risk of loss
if the value of the securities falls below the price committed to prior to
actual issuance. Although a Portfolio generally will commit to purchase
securities on a when-issued basis with the intention of acquiring such
securities, it may dispose of a commitment prior to settlement if the Adviser
deems it appropriate to do so. A Portfolio may realize capital gains or
losses upon the sale of the commitment. Any such gain, if not offset by net
realized capital losses, will be distributed to the shareholders. (See
"Dividends and Distributions" on page 18 and "Taxes" on page 16.) (See the
Statement of Additional Information.)
INVESTMENT RESTRICTIONS
The investment restrictions to which each Portfolio is subject, together
with the investment objectives of the Portfolio, are fundamental policies of
the Trust which may not be changed as to any Portfolio without the approval
of such Portfolio's shareholders. Among the more significant restrictions,
each Portfolio may not (i) invest more than 5% of its total assets in
securities issued or guaranteed by any one issuer (except the U.S.
Government); (ii) purchase more than 10% of the outstanding voting securities
or more than 10% of the securities of any class of any one issuer; (iii)
purchase a restricted security or a security for which market quotations are
not readily available or a repurchase agreement having a maturity longer than
seven days if as a result of such purchase more than 10% of the Portfolio's
net assets would be invested in such securities; or (iv) borrow in excess of
10% of the market or other fair value of its total assets or pledge its
assets to an extent greater than 15% of the market or other fair value of its
total assets (any borrowings to be from banks and undertaken only as a
temporary measure for administrative purposes).
Within certain limitations (see the Statement of Additional Information)
each Portfolio may invest up to 10% of its total assets in shares of other
investment companies provided that immediately after any such investment not
more than 3% of the voting stock of another investment company would be owned
by the Portfolio. As a shareholder in another investment company a Portfolio
will bear its ratable share of the investment company's expenses, including
management fees, and will remain subject to payment of the advisory fee to
the Adviser with respect to assets so invested.
The Portfolios' investment restrictions are fully described in the
Statement of Additional Information.
PORTFOLIO TURNOVER
The Portfolio pays brokerage commissions for purchases and sales of
portfolio securities. A high rate of portfolio turnover involves a
correspondingly greater amount of brokerage commissions and other costs which
must be borne directly by a Portfolio and thus indirectly by its
shareholders. It may also result in the realization of larger amounts of
short-term capital gains, which are taxable to shareholders as ordinary
income.
The rate of portfolio turnover is not a limiting factor when the Adviser
deems changes appropriate. Although the portfolio turnover rate of all of the
Portfolios cannot be accurately predicted, it is anticipated that the annual
turnover rate for the Diversified Income Portfolio and the Equity Portfolio
will not exceed 300% and 320%, respectively. Portfolio turnover rates for the
fiscal years for each Portfolio are shown in the section "Financial
Highlights." Portfolio turnover rate is calculated by dividing the lesser of
purchases and sales of portfolio securities during the fiscal year by the
monthly average of the value of the Portfolio's securities (excluding
short-term securities). The turnover rate may vary greatly from year to year
and may be affected by cash requirements for redemptions of shares of a
Portfolio and by compliance with provisions of the Internal Revenue Code
relieving investment companies which distribute substantially all of their
net income from federal income taxation on the amounts distributed.
MANAGEMENT OF THE FUND
The Trust is a mutual fund, technically known as an open-end, management
investment company. The Board of Trustees supervises the business affairs and
investments of the Trust, which is managed or caused to be managed on a daily
basis by the Trust's investment adviser. The Trust was organized as a
Massachusetts business trust on October 15, 1987. The Trust is authorized to
offer shares in series or "Portfolios" and is currently offering shares of
seven Portfolios, two of which are listed in this Prospectus.
The Investment Adviser
The Adviser is Phoenix Investment Counsel, Inc., which is located at 56
Prospect Street, Hartford, Connecticut 06115-0480. All of the outstanding
stock of PIC is owned by Phoenix Equity Planning Corporation ("Equity
Planning" or "Distributor"), a subsidiary of Phoenix Duff & Phelps
Corporation of Chicago, Illinois. Prior to November 1, 1995 PIC and Equity
Planning were indirect, wholly-owned subsidiaries of Phoenix Home Life Mutual
Insurance Company ("Phoenix Home Life") of Hartford, Connecticut. Phoenix
Home Life is a majority shareholder of Phoenix Duff & Phelps Corporation.
Phoenix Home Life is in the business of writing ordinary and group life and
health insurance and annuities. Its principal offices are located at One
American Row, Hartford, Connecticut 06115-2520. In addition to the Fund, PIC
also serves as investment adviser to Phoenix Series Fund, Phoenix Total
Return Fund, Inc. and The Phoenix Edge Series Fund (all Series other than the
Real Estate Securities Series) and as sub-adviser to the Chubb America Fund,
Inc., SunAmerica
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Series Trust, JNL Series Trust and American Skandia Trust. PIC was originally
organized in 1932 as John P. Chase, Inc. As of December 31, 1995, PIC had
approximately $18.48 billion in assets under management.
The Adviser continuously furnishes an investment program for each
Portfolio and manages the investment and reinvestment of the assets of each
Portfolio subject at all times to the supervision of the Trustees. The
Adviser, at its expense, furnishes to the Trust adequate office space and
facilities and certain administrative services, including the services of any
member of its staff who serves as an officer of the Trust.
The Investment Advisory Agreements have been approved for the Portfolios
by the Trustees.
For managing, or directing the management of the investments of the Equity
Portfolio, the Adviser is entitled to a prescribed fee. The Adviser is
entitled to a fee for the Equity Portfolio, payable monthly, at the annual
rate of 0.75% of the average of the aggregate daily net asset values of the
Equity Portfolio up to $1 billion; 0.70% of such value between $1 billion and
$2 billion; and 0.65% of such value in excess of $2 billion. The Adviser is
also entitled to a fee for the Diversified Income Portfolio, payable monthly,
at the annual rate of 0.50% of the average of the aggregate daily net asset
values of the Diversified Income Portfolio up to $1 billion; 0.45% of such value
between $1 billion and $2 billion; and 0.40% of such value in excess of $2
billion. The total advisory fee of 0.75% of the aggregate net assets of the
Equity Portfolio is greater than that for most mutual funds, however the
Board of Trustees has determined that it is similar to fees charged by other
mutual funds whose investment objectives are similar to those of the Equity
Portfolio.
For its services to the Portfolios during the fiscal year ended November
30, 1995, the Advisor received a fee of $44,964.
A summary of Trust expenses is provided on page 4. The Adviser has agreed
to reimburse the Trust for the amount by which total operating expenses of
the Equity Portfolio and the Diversified Income Portfolio exceed 0.85% and
0.65%, respectively. The Adviser has also agreed to reimburse the Trust for
the amount, if any, by which the total operating expenses of any Portfolio
(including the Adviser's compensation, but excluding interest, taxes,
brokerage fees and commissions and extraordinary expenses) for any fiscal
year exceed the level of expenses which such Portfolio is permitted to bear
under the most restrictive expense limitation (which has not been waived)
imposed on mutual funds by any state in which shares of such Portfolio are
then qualified for sale.
The Portfolio Managers
Phoenix Endowment Equity Portfolio
Mr. Thomas S. Melvin, Jr. has been the Portfolio Manager of the Portfolio
since February, 1993. As such, Mr. Melvin is primarily responsible for the
day to day management of the Portfolio. Mr. Melvin is a Vice President of the
Adviser and is also a Vice President of National Securities & Research
Corporation and Phoenix Duff & Phelps Institutional Mutual Funds. From
November 1991 until November 1995, Mr. Melvin was Portfolio Manager, Common
Stock, Phoenix Home Life Mutual Insurance Company. From 1987 to 1991 Mr.
Melvin was Portfolio Manager of Constitution Capital Management.
Phoenix Diversified Income Portfolio
Mr. David L. Albrycht has been the Portfolio Manager of the Portfolio
since August, 1993. As such, Mr. Albrycht is primarily responsible for the
day to day management of the Portfolio. Since August of 1994, Mr. Albrycht
has been a Vice President and Portfolio Manager of Phoenix Multi-Sector Fixed
Income Fund, Inc. Since August 1993, Mr. Albrycht has also been the Portfolio
Manager of Phoenix Multi-Sector Short Term Bond Fund. Mr. Albrycht is also a
Vice President of the Adviser. Until November 1995, Mr. Albrycht was a
Portfolio Manager of Phoenix Home Life Mutual Insurance Company and has held
various investment management positions with Phoenix Home Life during the
past five years.
The Financial Agent
Equity Planning also acts as financial agent of the Trust and as such,
performs bookkeeping and pricing services and certain other administrative
functions for the Trust. As compensation, Equity Planning receives a
quarterly fee based on the average of the aggregate daily net asset values of
the Trust at an annual rate of $300 per $1 million, which is expected to
equal approximately the cost to Equity Planning of providing such services.
For its services during the Trust's fiscal year ended November 30, 1995,
Equity Planning received $227,721 or 0.03% of average net assets.
The Custodian and Transfer Agent
The custodian of the assets is State Street Bank and Trust Company, P.O.
Box 351, Boston, Massachusetts 02101. The securities and other assets of each
Portfolio of the Trust are held by the Custodian or any subcustodian separate
from the securities and assets of each other Portfolio.
Pursuant to a Transfer Agent and Service Agreement with the Phoenix Funds,
Equity Planning acts as transfer agent for the Trust (the "Transfer Agent")
for which it is paid a fee equivalent to $19.25 for each designated daily
dividend shareholder account and $14.95 for each designated shareholder
account. The Transfer Agent is authorized to non-daily dividend engage
sub-agents to perform certain shareholder servicing functions from time to
time for which such agents shall be paid a fee by the Transfer Agent. The
Adviser may also select affiliated broker-dealers to execute transactions for
the Fund, provided that the commissions, fees and other remuneration paid to
such affiliated brokers is reasonable and fair as compared to that paid to
non-affiliated brokers for comparable transactions.
Brokerage Commissions
Although the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. prohibit its members from seeking orders for the
execution of investment company portfolio transactions on the basis of their
sales of investment company shares, under such Rules sales of investment
company shares may be considered in selecting brokers to
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effect portfolio transactions. Accordingly, some portfolio transactions are
subject to such Rules and to obtaining best prices and executions, effected
through dealers (excluding Equity Planning) who sell shares of the Trust. The
Advisers (other than ABKB) may also select affiliated broker-dealers to
execute transactions for the Fund, provided that the commissions, fees or
other remuneration paid to such affiliated brokers is reasonable and fair as
compared to that paid to non-affiliated brokers for comparable transactions.
NATIONAL DISTRIBUTOR
The offices of Equity Planning, the National Distributor of the Trust's
shares, are located at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield,
Connecticut 06083-2200. Philip R. McLoughlin is a Trustee and President of
the Trust and a director and President of Equity Planning. Mr. Michael E.
Haylon, an officer of the Trust, is a Director of Equity Planning. Martin J.
Gavin, a Director and officer of Equity Planning, is an officer of the Trust.
G. Jeffrey Bohne, James M. Dolan, Nancy Curtiss, William R. Moyer, William J.
Newman and Leonard J. Saltiel are officers of the Trust and officers of
Equity Planning.
Equity Planning and the Trust have entered into a distribution agreement
under which Equity Planning has agreed to use its best efforts to find
purchasers for Trust shares and the Trust has granted Equity Planning the
exclusive right to purchase from the Trust and resell, as principal, shares
needed to fill unconditional orders for Trust shares. Equity Planning may
sell Trust shares through its registered representatives or through
securities dealers with whom it has sales agreements. Equity Planning may
also sell Trust shares pursuant to sales agreements entered into with banks
or bank affiliated securities brokers who, acting as agent for their
customers, place orders for Trust shares with Equity Planning. Although the
Glass-Steagall Act prohibits banks and bank affiliates from engaging in the
business of underwriting, distributing or selling securities (including
mutual fund shares), banking regulators have not indicated that such
institutions are prohibited from purchasing mutual fund shares upon the order
and for the account of their customers. If, because of changes in law or
regulations, or because of new interpretations of existing law, it is
determined that agency transactions of banks or bank affiliated securities
brokers are not permitted under the Glass-Steagall Act, the Trustees will
consider what action, if any, is appropriate. It is not anticipated that
termination of sales agreements with banks or bank affiliated securities
brokers would result in a loss to their customers or a change in the net
asset value per share of a Portfolio of the Trust.
The sale of Trust shares through a securities broker affiliated with a
particular bank is not expected to preclude the Trust from borrowing from
such bank or from availing itself of custodial or transfer agency services
offered by such bank.
DESCRIPTION OF SHARES
The capitalization of the Trust consists solely of an unlimited number of
shares of beneficial interest, $1 par value. The Trustees are authorized to
offer shares in different series or "Portfolios". The Trust currently offers
shares of other Portfolios not described in this prospectus in different
classes. Holders of shares of a Portfolio are entitled to one full vote for
each full share owned and a fractional vote for any fractional share. Shares
of a Portfolio participate equally in dividends and distributions paid with
respect to such Portfolio and in such Portfolio's net assets on liquidation.
Shares of a Portfolio are fully paid and non-assessable when issued and are
transferable and redeemable. Shares of the Portfolios have no preemptive or
conversion rights.
The assets received by the Trust for the issue or sale of shares of a
Portfolio and all income, earnings, profits and proceeds thereof, subject
only to the rights of creditors, are allocated to such Portfolio and
constitute the underlying assets of such Portfolio. The underlying assets of
a Portfolio are required to be segregated on the books of account and are to
be charged with the expenses in respect to such Portfolio and with a share of
the general expenses of the Trust. Any general expenses of the Trust not
readily identifiable as belonging to a particular Portfolio are allocated by
or under the direction of the Trustees in such manner as the Trustees
determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a business trust such as the Trust may be personally liable
for debts or claims against the Trust. The Declaration of Trust provides that
shareholders will not be subject to any personal liability for the acts or
obligations of the Trust and that every written agreement, undertaking or
obligation made or issued by the Trust shall contain a provision to that
effect. The Declaration of Trust provides for indemnification out of the
Trust property for all losses and expenses of any shareholder held personally
liable for the obligations of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability, which is
considered remote, is limited to circumstances in which the Trust itself
would be unable to meet its obligations.
HOW TO BUY SHARES
Shares of each Portfolio are offered to endowment funds and other
tax-exempt organizations on a continuous basis by Equity Planning. Shares are
sold at the net asset value per share (as described below) next computed
after the purchase order is received by Equity Planning . Sales of shares of
the Equity and Diversified Income Portfolios may be made through
broker-dealers, pension consultants or other qualified financial
agents/institutions at the net asset value per share next computed after the
order is received by Equity Planning.
To purchase shares of any Portfolio, the minimum initial investment is
$100,000 and the minimum subsequent investment is $1,000.
In connection with purchases of $100,000 or more (or subsequent purchases
in any amount) by an endowment fund or other tax-exempt organization, Equity
Planning may pay broker-dealers, from its own profits and resources, an
amount equal to .25% of 1% of the net asset value of any shares sold. If part
or all of such an investment is subsequently redeemed within one
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year of the investment date, the broker/dealer will refund to Equity Planning
any such amounts paid with respect to the investment.
In addition to the above form of compensation, Equity Planning will
sponsor sales contests, training and educational meetings and provide to all
qualifying financial agents, from its own profits and resources, additional
compensation in the form of trips, merchandise or expense reimbursement.
Brokers or dealers other than Equity Planning may also make customary
additional charges for their services in effecting purchases, if they notify
the Trust of their intention to do so.
As a convenience to the shareholder, all shares of a Portfolio registered
in the shareholder's name are automatically credited to an Open Account
maintained for the shareholder on the books of the Trust by its transfer
agent. An Open Account offers the shareholder ready access to certain options
and services as described in the Statement of Additional Information.
The Trust offers combination purchase privileges, letters of intent,
accumulation plans, withdrawal plans, and reinvestment and exchange
privileges. Under certain circumstances, shares of any Portfolio, or shares
of any other Phoenix Fund (except Phoenix Multi-Sector Short-Term Bond Fund
Class A shares held less than 6 months and Class A Shares of the Phoenix
Money Market Series of the Phoenix Series Fund), may be exchanged for shares
of the same class on the basis of the relative net asset values per share at
the time of the exchange. Certain privileges may not be available in
connection with Class B shares of other Phoenix Funds. Shares of any other
Portfolio for which a sales charge has been paid may be exchanged for shares
of a Portfolio of the Trust on the basis of the relative net asset values per
share at the time of the exchange. Exchanging shares between a Portfolio of
the Trust purchased at net asset value and a Portfolio for which a sales
charge would apply will require payment of the applicable sales charge.
Shares of any Phoenix Fund for which a sales charge has been paid or which
qualify for net asset value purchases, may be exchanged on the basis of the
relative net asset values per share at the time of the exchange. Exchanges
are subject to the minimum initial investment requirement of the designated
Portfolio, Series, or Fund being acquired. Shareholders may exchange shares
held in book-entry form for an equivalent number (value) of the same class of
shares of any other Phoenix Fund. On Class B share exchanges, the contingent
deferred sales charge schedule of the original shares purchased continues to
apply.
It is the policy of the Trust to discourage and prevent frequent trading
by shareholders among the Trust and other Phoenix Funds in response to market
fluctuations. The Trust reserves the right to refuse exchange purchases by
any person or broker/dealer if, in the Trust's or Adviser's opinion, the
exchange would adversely affect the Trust's ability to invest according to
its investment objectives and policies, or otherwise adversely affect the
Trust and its shareholders. The Trust reserves the right to terminate or
modify its exchange privileges at any time upon giving prominent notice to
shareholders at least 60 days in advance.
Each Phoenix Fund has different investment objectives and policies.
Shareholders should, therefore, obtain and review the prospectus of the fund
into which the exchange is to be made before any exchange requests are made.
Unless a shareholder elects in writing not to participate in the Telephone
Exchange Privilege, shares for which certificates have not been issued may be
exchanged by calling 800-367-5877, provided that the exchange is made between
accounts with identical account registrations. Under the Telephone Exchange
Privilege, telephone exchange orders may also be entered on behalf of the
shareholder by his or her registered representative. The Trust and the
Transfer Agent will employ reasonable procedures to confirm that telephone
instructions are genuine. In addition to requiring identical registrations on
both accounts, the Transfer Agent will require address verification and will
record telephone instructions on tape. All exchanges will be confirmed in
writing to the shareholder. To the extent that procedures reasonably designed
to prevent unauthorized telephone exchanges are not followed, the Trust
and/or Transfer Agent may be liable for following telephone instructions for
exchange transactions that prove to be fraudulent. Broker/dealers other than
Equity Planning have agreed to bear the risk of any loss resulting from any
unauthorized telephone exchange instruction from the firm or its registered
representatives. However, the shareholder would bear the risk of loss
resulting from instructions entered by an unauthorized third party that the
Trust and/or the Transfer Agent reasonably believe to be genuine. The
Telephone Exchange Privilege may be modified or terminated at any time on 60
days' notice to shareholders. In addition, during times of drastic economic
or market changes, the Telephone Exchange Privilege may be difficult to
exercise or may be suspended temporarily. In such event an exchange may be
effected by following the procedure outlined for tendering shares represented
by certificate(s). The Telephone Exchange Privilege is available only in
states where shares being acquired may be legally sold.
If a shareholder elects not to use the Telephone Exchange Privilege or if
the shares being exchanged are represented by a certificate or certificates,
the shareholder must submit a written request for an exchange to Equity
Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
06083-2200, Attn: Phoenix Funds. If the shares are being exchanged between
accounts that are not registered identically, the signature on such request
must be guaranteed by an eligible guarantor institution as defined by the
Trust's transfer agent in accordance with its signature guarantee procedures.
Currently, such procedures generally permit guarantees by banks, broker/
dealers, credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations. Any outstanding
certificate or certificates for the tendered shares must be duly endorsed and
submitted.
Purchase and withdrawal plans and reinvestment and exchange privileges are
described more fully in the Statement of Additional Information. For further
information, call Equity Planning at 800-243-4361.
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NET ASSET VALUE
Net asset value per share of a Portfolio of the Trust is determined as of
the close of business of the New York Stock Exchange (the "Exchange") on each
day on which the Exchange is open for trading.
Net asset value per share of a Portfolio is determined by dividing the
value of the Portfolio's net assets--the value of its assets less its
liabilities--by the total number of its outstanding shares. Assets and
liabilities are determined in accordance with generally accepted accounting
principles and applicable rules and regulations of the Securities and
Exchange Commission.
In determining the value of a Portfolio's assets, the securities for which
market quotations are readily available are valued at market value. Debt
securities (other than short-term obligations) including those for which
market quotations are not readily available are normally valued on the basis
of valuations provided by a pricing service approved by the Trustees when
such prices are believed to reflect the fair value of such securities.
Securities listed or traded on a national securities exchange are valued at
the last sale price or, if there has been no recent sale, at the last bid
price. Securities which are primarily traded on foreign securities exchanges
are generally valued at the preceding closing values of such securities on
their respective exchanges. (See the Statement of Additional
Information--"Determination of Net Asset Value" relating to the valuation of
foreign securities.) A security that is listed or traded on more than one
exchange is valued at the quotation on the exchange determined to be the
primary market for such security by the Trustees or their delegates.
Securities traded in the over-the-counter market are valued at the last bid
price. Short-term obligations maturing in less than sixty days are valued at
amortized cost, which approximates market. Equity options are valued at the
last sale price unless the bid price is higher or the asked price is lower,
in which event such bid or asked price is used. Exchange-traded fixed income
options are valued at the last sale price unless there is no sale price, in
which event current prices provided by market makers are used. Financial
futures are valued at the settlement price established each day by the board
of trade or exchange on which they are traded. If an event were to occur
after the value of an investment was so established but before the net asset
value per share was determined, which was likely to materially change the net
asset value, then the instrument would be valued using fair value
considerations by the Trustees or their delegates. If at any time a Portfolio
has other investments, such investments are valued at the fair value thereof
as determined in good faith by the Trustees although the actual calculations
may be made by persons acting pursuant to the direction of the Trustees.
HOW TO REDEEM SHARES
Any holder of shares of a Portfolio of the Trust may require the Trust to
redeem such shares at any time at their net asset value next computed after
receipt of the order by Equity Planning. Non-certificated shares registered
on the books of the Trust may be redeemed by submitting a written request for
redemption to Equity Planning, 100 Bright Meadow Boulevard, P.O. Box 2200,
Enfield, Connecticut 06083-2200, ATTN: Phoenix Funds. The redemption request
must contain the name of the Portfolio, the shareholder(s)' account name(s)
and number(s), the number of shares to be redeemed and the signature(s) of
the registered shareholder(s). If a trustee is designated in the account's
registration and the redemption proceeds do not exceed $50,000 and are to be
paid to the registered owner(s) at the address of record, the signature(s) on
the redemption request need not be guaranteed. Otherwise, the signature(s)
must be guaranteed by an eligible guarantor institution as defined by the
Trust's transfer agent in accordance with its signature guarantee procedures.
Currently, such procedures generally permit guarantees by banks,
broker/dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations. Shares
represented by certificates in the possession of the shareholder may be
redeemed by submitting a written request for redemption to Equity Planning,
100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200,
ATTN: Phoenix Funds, together with the certificates, duly endorsed by all
persons in whose names the shares are registered, with signatures guaranteed,
if required, in the manner described above. Signature(s) also must be
guaranteed on any change of address request submitted in conjunction with any
redemption request. Payment will be made within seven days after receipt of
the duly endorsed share certificates unless the redemption request relates to
shares for which good payment has not yet been collected. For shares
purchased by check or through the Invest-by-Phone service, collection of good
payment may take up to 15 days after receipt of the check.
Telephone Redemptions
Unless a shareholder elects in writing not to participate in the Telephone
Redemption Privilege, shares for which certificates have not been issued may
be redeemed by calling 800-367-5877 and telephone redemption orders will also
be accepted on behalf of the shareholder by his or her registered
representative.
The Trust and the Transfer Agent will employ reasonable procedures to
confirm that telephone instructions are genuine. Address and bank account
information will be verified, telephone redemption instructions will be
recorded on tape, and all redemptions will be confirmed in writing to the
shareholder. If there has been an address change within the past 60 days, a
telephone redemption will not be authorized. To the extent that procedures
reasonably designed to prevent unauthorized telephone redemptions are not
followed, the Trust and/or the Transfer Agent may be liable for following
telephone instructions for redemption transactions that prove to be
fraudulent. Broker/dealers other than Equity Planning have agreed to bear the
risk of any loss resulting from any unauthorized telephone redemption
instruction from the firm or its registered representatives. However, the
shareholder would bear the risk of loss resulting from instructions entered
by any unauthorized third party that the Trust and/or the Transfer Agent
reasonably believe to be genuine. The
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<PAGE>
Telephone Redemption Privilege may be modified or terminated at any time on
60 days' notice to shareholders. In addition, during times of drastic
economic or market changes, the telephone redemption privilege may be
difficult to exercise and a shareholder should submit a written redemption
request, as described above.
If the amount of the redemption is $500 or more, the proceeds will be
wired to the shareholder's designated U.S. commercial bank account. If the
amount of the redemption is less than $500, the proceeds will be sent by
check to the address of record on the shareholder's account.
Telephone redemption requests must be received by Equity Planning by the
close of trading on the New York Stock Exchange on any day when Equity
Planning is open for business. Requests made after that time or on a day when
Equity Planning is not open for business cannot be accepted. The proceeds of
a telephone redemption will normally be sent on the first business day
following receipt of the redemption request. However, with respect to the
telephone redemption of shares purchased by check, such requests will only be
effected after the Trust has assured itself that good payment has been
collected for the purchase of shares, which may take up to 15 days. The
Telephone Redemption Privilege is not available for HR-10, IRA and 403(b)(7)
Plans.
To the extent consistent with state and federal law, the Trust may make
payment of the redemption price either in cash or kind. The Trust has elected
to pay in cash all requests for redemptions by any shareholder of record but
may limit such cash in respect to each shareholder during any 90-day period
to the lesser of $250,000 or 1% of the net asset value of the Trust at the
beginning of such period. This election has been made pursuant to Rule 18f-1
under the Investment Company Act of 1940 and is irrevocable while the Rule is
in effect unless the Securities and Exchange Commission, by order, permits
the withdrawal thereof. In case of a redemption in kind, securities delivered
in payment for shares of a Portfolio of the Trust would be readily marketable
and valued at the same value assigned to them in computing the net asset
value per share of such Portfolio. A shareholder receiving such securities
would incur brokerage costs when the shareholder sold the securities.
Redemption of Small Accounts
Due to the relatively high cost of maintaining small accounts, the Trust
reserves the right to redeem, at net asset value, the shares of any
shareholder whose account has a value, due to redemptions, of less than $200.
Before the Trust redeems these shares, the shareholder will be given notice
that the value of the shares in the account is less than the minimum amount
and will be allowed 30 days to make an additional investment in an amount
which will increase the value of the account to at least $200.
A shareholder should contact its broker/dealer if it wishes to transfer
shares from an existing broker/dealer street name account to a street name
account with another broker/dealer. The Trust has no specific procedures
governing such account transfers.
DIVIDENDS AND DISTRIBUTIONS
All dividends and distributions with respect to the shares of a Portfolio
of the Trust will be payable in shares of such Portfolio at net asset value
or, at the option of the shareholder, in cash.
The Diversified Income Portfolio will distribute its net investment income
to its shareholders on a monthly basis. Dividends will be invested or
distributed in cash on the last business day of every month with checks or
confirmations mailed to shareholders on the second business day of the next
month. The net income of the Portfolio for Saturdays, Sundays and other days
on which the New York Stock Exchange is closed will be declared as dividends
on the next business day. The Diversified Income Portfolio will distribute
net realized capital gains, if any, to its shareholders on an annual basis.
The Equity Portfolio will distribute its net investment income to its
shareholders semi-annually and net realized capital gains, if any, to its
shareholders at least annually.
TAXES
Each Portfolio is treated as a separate entity for federal income tax
purposes. Each Portfolio intends to qualify and elect to be treated as a
regulated investment company under the provisions of Subchapter M of the
Internal Revenue Code as currently amended (the "Code"). The Portfolios so
qualified for the most recent fiscal year. To remain qualified, each
Portfolio will be required to satisfy various income, distribution and
diversification requirements. As such, each Portfolio will not be subject to
Federal income tax liability on its net investment income and net capital
gains that are currently distributed (or are deemed to be distributed) to its
shareholders. Each Portfolio also intends to make timely distributions, if
necessary, sufficient in amount to avoid the non-deductible 4% excise tax
imposed on a regulated investment company to the extent that it fails to
distribute, with respect to each calendar year, at least 98% of its ordinary
income for such calendar year and 98% of its net capital gains for the
one-year period ending on October 31 of such calendar year (or for the fiscal
year, if the Portfolio so elects).
The Portfolios are currently offered to shareholders that qualify as
tax-exempt under Section 501(c)(3) of the Internal Revenue Code. In the
future, however, the Portfolios may be offered to shareholders who are not
tax-exempt. Distributions which are designated by the Portfolios as long-term
capital gains, whether received in shares or in cash, will be taxable to
non-tax-exempt shareholders as long-term capital gains (regardless of how
long the distributee has been a shareholder) and will not be eligible for the
corporate dividends-received deduction. Each Portfolio will be taxed on its
undistributed net capital gain, if any, at regular corporate income tax
rates, and, to the extent of the amount of such capital gain designated by
the Portfolio in a notice mailed to shareholders not later than 60 days after
the close of the year, will be treated as having been distributed to
shareholders. Consequently, any undistributed net capital gain so designated
(although not actually received by the shareholders) will be taxed to
non-tax-
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<PAGE>
exempt shareholders as capital gain, and such shareholders will be entitled
to claim their proportionate share of the Federal income taxes paid by the
Portfolio on such gains as a credit against their own Federal income taxes.
Written notices will be sent to shareholders following the end of each
calendar year regarding the tax status of all distributions made (or deemed
to have been made) during each taxable year, including the exempt portion (if
applicable), the amount qualifying for the dividends-received deduction (if
applicable) and the amount designated as capital gains dividends,
undistributed capital gains (if any), foreign tax credits (if applicable),
and cumulative return of capital (if any). The Portfolios may be required to
withhold Federal income tax at a rate of 31% on reportable dividends paid to
certain non-corporate shareholders. Generally, shareholders subject to such
backup withholding will be those for whom a taxpayer identification number
and certain required certifications are not filed with the Portfolio or who,
to the Portfolio's knowledge, have furnished an incorrect number.
The foregoing is only a summary of some of the important tax
considerations generally affecting the Portfolios and their shareholders. In
addition to the Federal income tax consequences described above, which are
applicable to any investment in the Portfolios, there may be state or local
tax considerations, and estate tax considerations, applicable to the
circumstances of a particular investor. Also, legislation may be enacted in
the future that could affect the tax consequences described above.
Shareholders are therefore urged to consult their tax advisers with respect
to the effects of this investment on their own tax situations.
ADDITIONAL INFORMATION
Inquiries and requests for the Statement of Additional Information, the
Annual Report to Shareholders and the Semi-Annual Report to Shareholders
should be directed to Equity Planning at (800) 243-4361 or 100 Bright Meadow
Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.
17
<PAGE>
APPENDIX
Descriptions of Rating Definitions
Moody's Investors Service, Inc.
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they compromise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well.
Standard & Poor's Corporation
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this
category than for bonds in the A category.
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<PAGE>
BACKUP WITHHOLDING INFORMATION
Step 1. Please make sure that the social security number or taxpayer
identification number (TIN) which appears on the Application complies with
the following guidelines:
<TABLE>
<CAPTION>
<S> <C>
Account Type Give Social Security Number or Tax Identification Number of:
Individual Individual
Joint (or Joint Tenant) Owner who will be paying tax
Uniform Gifts to Minors Minor
Legal Guardian Ward, Minor or Incompetent
Sole Proprietor Owner of Business (also provide owner's name)
Trust, Estate, Pension Plan Trust Trust, Estate, Pension Plan Trust (not personal TIN of fiduciary)
Corporation, Partnership,
Other Organization Corporation, Partnership, Other Organization
Broker/Nominee Broker/Nominee
</TABLE>
Step 2. If you do not have a TIN, you must obtain Form SS-5 (Application for
Social Security Number) or Form SS-4 (Application for Employer
Identification Number) from your local Social Security or IRS office
and apply for one. Write "Applied For" in the space on the
application.
Step 3. If you are one of the entities listed below, you are exempt from
backup withholding.
(bullet) A corporation
(bullet) Financial institution
(bullet) Section 501(a) exempt organization (IRA, Corporate
Retirement Plan, 403(b), Keogh)
(bullet) United States or any agency or instrumentality thereof
(bullet) A State, the District of Columbia, a possession of the
United States, or any subdivision or instrumentality thereof
(bullet) International organization or any agency or instrumentality
thereof
(bullet) Registered dealer in securities or commodities registered in
the U.S. or a possession of the U.S.
(bullet) Real estate investment trust
(bullet) Common trust fund operated by a bank under section 584(a)
(bullet) An exempt charitable remainder trust, or a non-exempt trust
described in section 4947(a)(1)
(bullet) Regulated Investment Company
If you are in doubt as to whether you are exempt, please contact the Internal
Revenue Service.
Step 4. IRS Penalties--If you do not supply us with your TIN, you will be
subject to an IRS $50 penalty unless your failure is due to
reasonable cause and not willful neglect. If you fail to report
interest, dividend or patronage dividend income on your federal
income tax return, you will be treated as negligent and subject to an
IRS 5% penalty tax on any resulting underpayment of tax unless there
is clear and convincing evidence to the contrary. If you falsify
information on this form or make any other false statement resulting
in no backup withholding on an account which should be subject to a
backup withholding, you may be subject to an IRS $500 penalty and
certain criminal penalties including fines and imprisonment.
This Prospectus sets forth concisely the information about the Phoenix
Multi-Portfolio (the "Fund") which you should know before investing. Please
read it carefully and retain it for future reference.
The Fund has filed with the Securities and Exchange Commission a Statement of
Additional Information about the Fund, dated April 1, 1996. The Statement
contains more detailed information about the Fund and is incorporated into
this Prospectus by reference. You may obtain a free copy of the Statement by
writing the Fund c/o Phoenix Equity Planning Corporation, 100 Bright Meadow,
P.O. Box 2200, Enfield, Connecticut 06083-2200.
Financial information relating to the Trust is contained in the Annual Report
to Shareholders for the year ended November 30, 1995 and is incorporated into
the Statement of Additional Information by reference.
Painting: "Ten Dollar Bills" by Victor Dubreuil.
Courtesy of Berry-Hill Galleries, Inc., New York.
Printed on recycled paper using soybean ink
<PAGE>
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<PAGE>
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<PAGE>
Phoenix Multi-Portfolio Fund
P.O. Box 2200
Enfield, CT 06083-2200
LOGO
Bulk Rate Mail
U.S. Postage
PAID
Springfield, MA
Permit, No. 444
PDP 674 (4/96)
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
101 Munson Street
Greenfield, Massachusetts 01301
Statement of Additional Information
April 1, 1996
This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current Prospectus of
Phoenix Multi-Portfolio Fund (the "Trust"), dated April 1, 1996 and should be
read in conjunction with it. The Trust's Prospectus may be obtained by
calling Phoenix Equity Planning Corporation ("Equity Planning") at (800) 243-
4361 or by writing to Equity Planning at 100 Bright Meadow Boulevard, P.O.
Box 2200, Enfield, CT 06083-2200.
TABLE OF CONTENTS*
INVESTMENT OBJECTIVES AND POLICIES (7) 2
INVESTMENT RESTRICTIONS (11) 9
PERFORMANCE (7) 11
PERFORMANCE COMPARISONS (7) 12
PORTFOLIO TURNOVER (11) 12
TRUSTEES AND OFFICERS (11) 13
THE INVESTMENT ADVISER (11) 19
PORTFOLIO TRANSACTIONS (12) 22
DETERMINATION OF NET ASSET VALUE (14) 23
PURCHASE OF SHARES (13) 23
SHAREHOLDER SERVICES 24
INVEST-BY-PHONE 25
EXCHANGE PRIVILEGES (14) 26
HOW TO REDEEM SHARES (15) 27
TAXES (16) 29
NATIONAL DISTRIBUTOR (12) 31
ADDITIONAL INFORMATION (17) 31
FINANCIAL STATEMENTS 32
APPENDIX 32
(800) 243-1574 -- Customer Service
(800) 243-4361 -- Marketing
(800) 367-5877 -- Telephone Orders/Exchanges
(800) 243-1926 -- Telecommunication Device
*Numbers in parentheses are cross-references to related sections of the
Prospectus.
PDP 642(4/96)
1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The Prospectus of Phoenix Multi-Portfolio Fund (the "Trust") describes the
investment objectives of the Phoenix Endowment Equity Portfolio ("Equity
Portfolio") and Diversified Income Portfolio ("Diversified Income Portfolio"
formerly the "Phoenix Endowment Fixed Income Portfolio") (each, a "Portfolio"
and, together, the "Portfolios"), the two Portfolios currently offered by the
Trust, and summarizes the investment policies and investment techniques each
Portfolio will employ in seeking to achieve its investment objective. The
following discussion supplements the description of the Portfolios'
investment policies and investment techniques in the Prospectus.
The investment objective of each Portfolio is deemed to be a fundamental
policy and may not be changed without the approval of the shareholders of
that Portfolio. Investment restrictions described in this Statement of
Additional Information are fundamental policies of the Trust and may not be
changed as to any Portfolio without the approval of such Portfolio's
shareholders.
Money Market Instruments. Certain money market instruments as described
below may be used by the Equity Portfolio and Fixed-Income Portfolio to a
very limited extent: when investing otherwise idle cash or on a temporary
basis for defensive purposes.
Repurchase Agreements. Repurchase agreements, as described in the
Trust's Prospectus, will be entered into only with commercial banks,
brokers and dealers considered by the Trust to be creditworthy. The
Trustees of the Trust will monitor each Portfolio's repurchase agreement
transactions periodically and, with the Adviser, will consider standards
which the Adviser will use in reviewing the creditworthiness of any party
to a repurchase agreement with a Portfolio. No more than an aggregate of
10% of a Portfolio's net assets, at the time of investment, will be
invested in repurchase agreements having maturities longer than seven
days and other investments subject to legal or contractual restrictions
on resale, or for which there are not readily available market
quotations.
The use of repurchase agreements involves certain risks. For
example, if the seller under a repurchase agreement defaults on its
obligation to repurchase the underlying instrument at a time when the
value of the instrument has declined, a Portfolio may incur a loss upon
its disposition. If the seller becomes insolvent and subject to
liquidation or reorganization under bankruptcy or other laws, a
bankruptcy court may determine that the underlying instrument is
collateral for a loan by the Portfolio and therefore is subject to sale
by the trustee in bankruptcy. Finally, it is possible that the Portfolio
may not be able to substantiate its interest in the underlying
instrument. While the Trustees of the Trust acknowledge these risks, it
is expected that they can be controlled through careful structuring of
repurchase agreement transactions to meet requirements for treatment as a
purchase and sale under the bankruptcy laws and through monitoring
procedures designed to assure the creditworthiness of counterparties to
such transactions.
Certificates of Deposit. Certificates of deposit are generally
short-term, interest-bearing negotiable certificates issued by banks or
savings and loan associations against funds deposited in the issuing
institution.
Time Deposits. Time deposits are deposits in a bank or other
financial institution for a specified period of time at a fixed interest
rate for which a negotiable certificate is not received.
Banker's Acceptances. A bankers' acceptance is a time draft drawn on
a commercial bank by a borrower usually in connection with an
international commercial transaction (to finance the import, export,
transfer or storage of goods). The borrower, as well as the bank, is
liable for payment, and the bank unconditionally guarantees to pay the
draft at its face amount on the maturity date. Most acceptances have
maturities of six months or less and are traded in secondary markets
prior to maturity.
Commercial Paper. Commercial paper refers to short-term, unsecured
promissory notes issued by corporations to finance short-term credit
needs. Commercial paper is usually sold on a discount basis and has a
maturity at the time of issuance not exceeding nine months.
2
<PAGE>
Corporate Debt Securities. Corporate debt securities with a
remaining maturity of less than one year tend to become extremely liquid
and are traded as money market securities.
U.S. Government Obligations. Securities issued or guaranteed as to
principal and interest by the United States Government include a variety
of Treasury securities, which differ only in their interest rates,
maturities, and times of issuance. Treasury bills have maturities of one
year or less. Treasury notes have maturities of one to seven years, and
Treasury bonds generally have maturities of greater than five years.
Agencies of the United States Government which issue or guarantee
obligations include, among others, Export-Import Banks of the United States,
Farmers Home Administration, Federal Housing Administration, Government
National Mortgage Association, Maritime Administration, Small Business
Administration and The Tennessee Valley Authority. Obligations of
instrumentalities of the United States Government include securities issued
or guaranteed by, among others, the Federal National Mortgage Association,
Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal
Intermediate Credit Banks, Banks for Cooperatives, and the U.S. Postal
Service. Some of these securities are supported by the full faith and credit
of the U.S. Government; others are supported by the right of the issuer to
borrow from the Treasury, while still others are supported only by the credit
of the instrumentality. As used herein, the "U.S. Government" includes the
United States Government and its agencies and instrumentalities as aforesaid.
Securities and Index Options
Each Portfolio, may write covered call options and purchase call and put
options. Options and the related risks are summarized below.
Writing and Purchasing Options on Securities and Securities Indices
Call options on securities and securities indices written by the Portfolios
normally will have expiration dates between three and nine months from the
date written. The exercise price of a call option written by a Portfolio may
be below, equal to or above the current market value of the underlying
security or securities index at the time the option is written.
During the option period, a Portfolio may be assigned an exercise notice
by the broker-dealer through which the call option was sold, requiring the
Portfolio to deliver the underlying security (or cash in the case of
securities index calls) against payment of the exercise price. This
obligation is terminated upon the expiration of the option period or at such
earlier time as the Portfolio effects a closing purchase transaction. A
closing purchase transaction cannot be effected with respect to an option
once the Portfolio has received an exercise notice.
A multiplier for an index option performs a function similar to the unit
of trading for an option on an individual security. It determines the total
dollar value per contract of each point between the exercise price of the
option and the current level of the underlying index. A multiplier of 100
means that a one-point difference will yield $100. Options on different
indices may have different multipliers.
Securities indices for which options are currently traded include the
Standard & Poor's 100 and 500 Composite Stock Price Indices,
Computer/Business Equipment Index, Major Market Index, Amex Market Value
Index, Computer Technology Index, Oil and Gas Index, NYSE Options Index,
Gaming/Hotel Index, Telephone Index, Transportation Index, Technology Index,
and Gold/ Silver Index. A Portfolio may write call options and purchase call
and put options on these and any other indices traded on a recognized
exchange.
Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option written by a Portfolio, to prevent an
underlying security from being called, or to enable a Portfolio to write
another call option with either a different exercise price or expiration date
or both. A Portfolio may realize a net gain or loss from a closing purchase
transaction, depending upon whether the amount of the premium received on the
call option is more or less than the cost of effecting the closing purchase
transaction. If a call option written by a Portfolio expires unexercised, a
Portfolio will realize a gain in the amount of the premium on the option less
the commission paid.
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The option activities of a Portfolio may increase its portfolio turnover
rate and the amount of brokerage commissions paid. A Portfolio will pay a
commission each time it purchases or sells a security in connection with the
exercise of an option. These commissions may be higher than those which would
apply to purchases and sales of securities directly.
Limitations on Options on Securities and Securities Indices
A Portfolio may write call options only if they are covered and remain
covered for as long as the Portfolio is obligated as a writer. Thus, if a
Portfolio writes a call option on an individual security, the Portfolio must
own the underlying security or other securities that are acceptable for a
segregated account at all times during the option period. Call options on
securities indices written by a Portfolio will be "covered" by identifying
the specific Portfolio securities being hedged.
To secure the obligation to deliver the underlying security, the writer of
a covered call option on an individual security is required to deposit the
underlying security or other assets in a segregated account in accordance
with clearing corporation and exchange rules. In the case of an index call
option written by a Portfolio, the Portfolio will be required to deposit
qualified securities. A "qualified security" is a security against which the
Portfolio has not written a call option and which has not been hedged by the
Portfolio by the sale of a financial futures contract. If at the close of
business on any day the market value of the qualified securities falls below
100% of the current index value times the multiplier times the number of
contracts, the Portfolio will deposit an amount of cash, U.S. Government
Securities or other liquid high quality debt obligations equal in value to
the difference. In addition, when a Portfolio writes a call on an index which
is "in-the-money" at the time the call is written, the Portfolio will
segregate with the Trust's custodian bank cash, U.S. Government Securities or
other liquid high quality debt obligations equal in value to the amount by
which the call is "in-the-money" times the multiplier times the number of
contracts. Any amount otherwise segregated may be applied to the Portfolio's
other obligations to segregate assets in the event that the market value of
the qualified securities falls below 100% of the current index value times
the multiplier times the number of contracts.
Each Portfolio may invest up to 2% of its total assets in exchange-traded
call and put options on securities and securities indices. A Portfolio may
sell a call option or a put option which it has previously purchased prior to
the purchase (in the case of a call) or the sale (in the case of a put) of
the underlying security. Any such sale of a call option or a put option would
result in a net gain or loss, depending on whether the amount received on the
sale is more or less than the premium and other transaction costs paid.
In connection with a Portfolio's qualifying as a regulated investment
company under the Internal Revenue Code, other restrictions on the
Portfolio's ability to enter into option transactions may apply from time to
time. See "Taxes".
Risks Relating to Options on Securities
During the option period, the writer of a call option has, in return for the
premium received on the option, given up the opportunity for capital
appreciation above the exercise price should the market price of the
underlying security increase, but has retained the risk of loss should the
price of the underlying security decline. The writer has no control over the
time within the option period when it may be required to fulfill its
obligation as a writer of the option.
The risk of purchasing a call option or a put option is that the Portfolio
may lose the premium it paid plus transaction costs, if the Portfolio does
not exercise the option and is unable to close out the position prior to
expiration of the option.
An option position may be closed out on an exchange only if the exchange
provides a secondary market for an option of the same series. Although the
Portfolios will write and purchase options only when the Adviser believes
that a liquid secondary market will exist for options of the same series,
there can be no assurance that a liquid secondary market will exist for a
particular option at a particular time and that any Portfolio, if it so
desires, can close out its position by effecting a closing transaction. If
the writer of a covered call option is unable to effect a closing purchase
transaction, it cannot sell the underlying security until the option expires
or the option is exercised. Accordingly, a covered call writer may not be
able to sell the underlying security at a time when it might otherwise be
advantageous to do so.
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Possible reasons for the absence of a liquid secondary market on an
exchange include the following: (i) insufficient trading interest in certain
options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities; (iv)
inadequacy of the facilities of an exchange or the clearing corporation to
handle trading volume; and (v) a decision by one or more exchanges to
discontinue the trading of options in general or of particular options or
impose restrictions on orders.
Each exchange has established limitations governing the maximum number of
call options, whether or not covered, which may be written by a single
investor acting alone or in concert with others (regardless of whether such
options are written on the same or different exchanges or are held or written
on one or more accounts or through one or more brokers). An exchange may
order the liquidation of positions found to be in violation of these limits
and it may impose other sanctions or restrictions. The Adviser believes that
the position limits established by the exchanges will not have any adverse
impact upon the Portfolios.
Risks of Options on Indices
Because the value of an index option depends upon movements in the level of
the index rather than movements in the price of a particular security,
whether a Portfolio will realize a gain or loss on the purchase or sale of an
option on an index depends upon movements in the level of prices in the
market generally or in an industry or market segment (depending on the index
option in question) rather than upon movements in the price of an individual
security. Accordingly, successful use by a Portfolio of options on indices
will be subject to the Adviser's ability to predict correctly movements in
the direction of the market generally or in the direction of a particular
industry. This requires different skills and techniques than predicting
changes in the prices of individual securities.
Index prices may be distorted if trading of certain securities included in
the index is interrupted. Trading in index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number
of securities included in the index. If this occurred, a Portfolio would not
be able to close out options which it had written or purchased and, if
restrictions on exercise were imposed, might be unable to exercise an option
it purchased, which would result in substantial losses to the Portfolio.
However, it is the Trust's policy to write or purchase options only on
indices which include a sufficient number of securities so that the
likelihood of a trading halt in the index is minimized.
Because the exercise of an index option is settled in cash, an index call
writer cannot determine the amount of its settlement obligation in advance
and, unlike call writing on portfolio securities, cannot provide in advance
for its potential settlement obligation by holding the underlying securities.
Price movements in securities held by a Portfolio will not correlate
perfectly with movements in the level of the index and, therefore, the
Portfolio bears the risk that the price of the securities held by the
Portfolio might not increase as much as the level of the index. In this
event, the Portfolio would bear a loss on the call which would not be
completely offset by movements in the prices of the securities held by the
Portfolio. It is also possible that the index might rise when the value of
the securities held by the Portfolio does not. If this occurred, the
Portfolio would experience a loss on the call which would not be offset by an
increase in the value of its portfolio and might also experience a loss in
the market value of its portfolio securities.
Unless a Portfolio has other liquid assets which are sufficient to satisfy
the exercise of a call on an index, the Portfolio will be required to
liquidate securities in order to satisfy the exercise. Because an exercise
must be settled within hours after receiving the notice of exercise, if the
Portfolio fails to anticipate an exercise, it may have to borrow from a bank
(in an amount not exceeding 10% of the Portfolio's total assets) pending
settlement of the sale of securities in its portfolio and pay interest on
such borrowing.
When a Portfolio has written a call on an index, there is also a risk that
the market may decline between the time the Portfolio has the call exercised
against it, at a price which is fixed as of the closing level of the index on
the date of exercise, and the time the Portfolio is able to sell its
securities. As with options on its securities, the Portfolio will not learn
that a call has been exercised until the day following the exercise date but,
unlike a call on a security where the Portfolio would be able to deliver the
underlying security in settlement, the Portfolio may have to sell some of its
securities in order to make settlement in cash, and the price of such
securities may decline before they can be sold.
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If a Portfolio exercises a put option on an index which it has purchased
before final determination of the closing index value for that day, it runs
the risk that the level of the underlying index may change before closing. If
this change causes the exercised option to fall "out-of-the-money" the
Portfolio will be required to pay the difference between the closing index
value and the exercise price of the option (multiplied by the applicable
multiplier) to the assigned writer. Although the Portfolio may be able to
minimize this risk by withholding exercise instructions until just before the
daily cutoff time or by selling rather than exercising an option when the
index level is close to the exercise price, it may not be possible to
eliminate this risk entirely because the cutoff times for index options may
be earlier than those fixed for other types of options and may occur before
definitive closing index values are announced.
Financial Futures Contracts and Related Options
The Portfolios may use financial futures contracts and related options to
hedge against changes in the market value of their portfolio securities or
securities which they intend to purchase. Hedging is accomplished when an
investor takes a position in the futures market opposite to the investor's
cash market position. There are two types of hedges--long (or buying) and
short (or selling) hedges. Historically, prices in the futures market have
tended to move in concert with (although in inverse relation to) cash market
prices, and prices in the futures market have maintained a fairly predictable
relationship to prices in the cash market. Thus, a decline in the market
value of securities or the value of foreign currencies may be protected
against to a considerable extent by gains realized on futures contracts
sales. Similarly, it is possible to protect against an increase in the market
price of securities which the Portfolio may wish to purchase in the future by
purchasing futures contracts.
The Portfolios may purchase or sell any financial futures contracts which
are traded on a recognized exchange or board of trade and may purchase
exchange- or board-traded put and call options on financial futures contracts
as a hedge against anticipated changes in the market value of its portfolio
securities or securities which it intends to purchase. Financial futures
contracts consist of interest rate futures contracts, securities index
futures contracts and foreign currency futures contracts. A public market
presently exists in interest rate futures contracts covering long-term U.S.
Treasury bonds, U.S. Treasury notes, three-month U.S. Treasury bills and GNMA
certificates. Securities index futures contracts are currently traded with
respect to the Standard & Poor's 500 Composite Stock Price Index and such
other broad-based stock market indices as the New York Stock Exchange
Composite Stock Index and the Value Line Composite Stock Price Index. A
clearing corporation associated with the exchange or board of trade on which
a financial futures contract trades assumes responsibility for the completion
of transactions and also guarantees that open futures contracts will be
performed.
In contrast to the situation in which a Portfolio purchases or sells a
security, no security is delivered or received by the Portfolio upon the
purchase or sale of a financial futures contract (although an obligation to
deliver or receive the underlying security in the future is created by such a
contract). Initially, when it enters into a financial futures contract, a
Portfolio will be required to deposit in a segregated account with the
Trust's custodian bank an amount of cash or U.S. Treasury bills. This amount
is known as initial margin and is in the nature of a performance bond or good
faith deposit on the contract. The current initial margin deposit required
per contract is approximately 5% of the contract amount. Brokers may
establish deposit requirements higher than this minimum, however. Subsequent
payments, called variation margin, will be made to and from the account on a
daily basis as the price of the futures contract fluctuates. This process is
known as marking to market.
The writer of an option on a futures contract is required to deposit
margin pursuant to requirements similar to those applicable to futures
contracts. Upon exercise of an option on a futures contract, the delivery of
the futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the writer's
margin account. This amount will be equal to the amount by which the market
price of the futures contract at the time of exercise exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the
option on the futures contract.
Although financial futures contracts by their terms call for actual
delivery or acceptance of securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery.
Closing out is accomplished by effecting an
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offsetting transaction. A futures contract sale is closed out by effecting a
futures contract purchase for the same aggregate amount of securities and the
same delivery date. If the sale price exceeds the offsetting purchase price,
the seller immediately would be paid the difference and would realize a gain.
If the offsetting purchase price exceeds the sale price, the seller
immediately would pay the difference and would realize a loss. Similarly, a
futures contract purchase is closed out by effecting a futures contract sale
for the same securities and the same delivery date. If the offsetting sale
price exceeds the purchase price, the purchaser would realize a gain, whereas
if the purchase price exceeds the offsetting sale price, the purchaser would
realize a loss.
The Portfolios will pay commissions on financial futures contracts and
related options transactions. These commissions may be higher than those
which would apply to purchases and sales of securities directly, and will be
in addition to those paid for direct purchases and sales of securities.
Limitations on Futures Contracts and Related Options
The Portfolios may not engage in transactions in financial futures contracts
or related options for speculative purposes but only as a hedge against
anticipated changes in the market value of its portfolio securities or
securities which it intends to purchase. A Portfolio may not purchase or sell
financial futures contracts or related options if, immediately thereafter,
the sum of the amount of initial margin deposits on the Portfolio's existing
futures and related options positions and the premiums paid for related
options would exceed 5% of the market value of the Portfolio's total assets
after taking into account unrealized profits and losses on any such
contracts. At the time of purchase of a futures contract or a call option on
a futures contract, an amount of cash, U.S. Government securities or other
appropriate high-grade debt obligations equal to the market value of the
futures contract minus the Portfolio's initial margin deposit with respect
thereto will be deposited in a segregated account with the Trust's custodian
bank to collateralize fully the position and thereby ensure that it is not
leveraged.
The extent to which a Portfolio may enter into financial futures contracts
and related options also may be limited by the requirements of the Internal
Revenue Code of 1986 for qualification as a regulated investment company. See
"Taxes".
Risks Relating to Futures Contracts and Related Options
Positions in futures contracts and related options may be closed out on an
exchange if the exchange provides a secondary market for such contracts or
options. A Portfolio will enter into a futures or futures related option
position only if there appears to be a liquid secondary market. However,
there can be no assurance that a liquid secondary market will exist for any
particular option or futures contract at any specific time. Thus, it may not
be possible to close out a futures or related option position. In the case of
a futures position, in the event of adverse price movements the Portfolio
would continue to be required to make daily margin payments. In this
situation, if the Portfolio has insufficient cash to meet daily margin
requirements it may have to sell portfolio securities to meet its margin
obligations at a time when it may be disadvantageous to do so. In addition,
the Portfolio may be required to take or make delivery of the securities
underlying the futures contracts it holds. The inability to close out futures
positions also could have an adverse impact on the Portfolio's ability to
hedge its positions effectively.
There are several risks in connection with the use of futures contracts as
a hedging device. While hedging can provide protection against an adverse
movement in market prices, it can also limit a hedger's opportunity to
benefit fully from favorable market movement. In addition, investing in
futures contracts and options on futures contracts will cause a Portfolio to
incur additional brokerage commissions and may cause an increase in a
Portfolio's turnover rate.
The successful use of futures contracts and related options depends on the
ability of the Adviser to forecast correctly the direction and extent of
market movements within a given time frame. To the extent market prices
remain stable during the period a futures contract or option is held by a
Portfolio or such prices move in a direction opposite to that anticipated,
the Portfolio may realize a loss on the hedging transaction which is not
offset by an increase in the value of its portfolio securities. As a result,
the Portfolio's total return for the period may be less than if it had not
engaged in the hedging transaction.
Utilization of futures contracts by a Portfolio involves the risk of
imperfect correlation in movements in the price of futures contracts and
movements in the price of the securities or currencies which are being
hedged. If the price of the futures contract
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moves more or less than the price of the securities or currency being hedged,
the Portfolio will experience a gain or loss which will not be completely
offset by movements in the price of the securities or currency. It is
possible that, where a Portfolio has sold futures contracts to hedge against
decline in the market, the market may advance and the value of securities
held in the Portfolio or the currencies in which its foreign securities are
denominated may decline. If this occurred, the Portfolio would lose money on
the futures contract and would also experience a decline in value in its
portfolio securities. Where futures are purchased to hedge against a possible
increase in the prices of securities or foreign currencies before the
Portfolio is able to invest its cash (or cash equivalents) in securities (or
options) in an orderly fashion, it is possible that the market may decline;
if the Portfolio then determines not to invest in securities (or options) at
that time because of concern as to possible further market decline or for
other reasons, the Portfolio will realize a loss on the futures that would
not be offset by a reduction in the price of the securities purchased.
The market prices of futures contracts may be affected if participants in
the futures market elect to close out their contracts through offsetting
transactions rather than to meet margin deposit requirements. In such cases,
distortions in the normal relationship between the cash and futures markets
could result. Price distortions could also result if investors in futures
contracts opt to make or take delivery of the underlying securities or
currencies rather than to engage in closing transactions because such action
would reduce the liquidity of the futures market. In addition, because, from
the point of view of speculators, the deposit requirements in the futures
markets are less onerous than margin requirements in the underlying
securities market, increased participation by speculators in the futures
market could cause temporary price distortions. Because of the possibility of
price distortions in the futures market and of the imperfect correlation
between movements in the prices of securities or foreign currencies and
movements in the prices of futures contracts, a correct forecast of market
trends may still not result in a successful hedging transaction.
Compared to the purchase or sale of futures contracts, the purchase of put
or call options on futures contracts involves less potential risk for a
Portfolio because the maximum amount at risk is the premium paid for the
options plus transaction costs. However, there may be circumstances when the
purchase of an option on a futures contract would result in a loss to the
Portfolio (i.e., the loss of the premium paid) while the purchase or sale of
the futures contract would not have resulted in loss, such as when there is
no movement in the price of the underlying securities.
Foreign Securities
Each Portfolio may purchase foreign securities, including those issued by
foreign branches of U.S. banks. In any event, such investments in foreign
securities will be less than 25% of the total net asset value of each
Portfolio. Investments in foreign securities, particularly those of
non-governmental issuers, involve considerations which are not ordinarily
associated with investing in domestic issues. These considerations include
changes in currency rates, currency exchange control regulations, the
possibility of expropriation, the unavailability of financial information,
the difficulty of interpreting financial information prepared under foreign
securities markets, the impact of political, social or diplomatic
developments, difficulties in invoking legal process abroad and the
difficulty of assessing economic trends in foreign countries.
The Trust may use a foreign custodian in connection with its purchases of
foreign securities and may maintain cash and cash equivalents in the care of
a foreign custodian. The amount of cash or cash equivalents maintained in the
care of eligible foreign custodians will be limited to an amount reasonably
necessary to effect the Trust's foreign securities transactions. The use of a
foreign custodian invokes considerations which are not ordinarily associated
with domestic custodians. These considerations include the possibility of
expropriations, restricted access to books and records of the foreign
custodian, inability to recover assets that are lost while under the control
of the foreign custodian, and the impact of political, social or diplomatic
developments.
Mortgage-Backed Securities
Securities issued by Government National Mortgage Association ("GNMA") are,
and securities issued by Federal National Mortgage Association ("FNMA")
include, mortgage-backed securities representing part ownership of a pool of
mortgage loans.
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In the case of GNMA, the mortgages are insured by the Federal Housing
Administration or Farmers' Home Administration or guaranteed by the Veteran's
Administration. In the case of FNMA, the mortgages are not insured by an
agency of the U.S. Government.
The prices of mortgage-backed securities are inversely affected by changes
in interest rates and, therefore, are subject to the risk of market price
fluctuations. Mortgage-backed securities issued by GNMA and FNMA currently
offer yields which are higher than those available on other securities of the
U.S. Government and its agencies and instrumentalities, but may be less
effective than these other securities as a means of "locking in" attractive
long-term interest rates. This is a result of the need to reinvest prepayment
of principal and the possibility of significant unscheduled prepayments
resulting from declines in mortgage interest rates. As a result, these
securities have less potential for capital appreciation during periods of
declining interest rates than other investments of comparable risk of decline
in value during periods of rising rates.
Lending Portfolio Securities
A Portfolio may lend portfolio securities to broker-dealers and other
financial institutions in amounts up to one-third of the market or other fair
value for its total assets, provided that such loans are callable at any time
by the Portfolio and are at all times secured by collateral held by the
Portfolio at least equal to the market value, determined daily, of the loaned
securities. The Portfolio will continue to receive any income on the loaned
securities, and at the same time will earn interest on cash collateral (which
will be invested in short-term debt obligations) or a securities lending fee
in the case of collateral in the form of U.S. Government securities. A loan
may be terminated at any time by either the Portfolio or the borrower. Upon
termination of a loan, the borrower will be required to return the securities
to the Portfolio, and any gain or loss in the market price during the period
of the loan would accrue to the Portfolio. If the borrower fails to maintain
the requisite amount of collateral, the loan will automatically terminate,
and the Portfolio may use the collateral to replace the loaned securities
while holding the borrower liable for any excess of the replacement cost over
the amount of the collateral.
When voting or consent rights which accompany loaned securities pass to
the borrower, the Portfolio will follow the policy of calling the loan, in
whole or in part as may be appropriate, in order to exercise such rights if
the matters involved would have a material effect on the Portfolio's
investment in the securities which are the subject of the loan. The Portfolio
may pay reasonable finders, administrative and custodial fees in connection
with loans of its portfolio securities.
As with any extension of credit, there are risks of delay in recovery of
the loaned securities and in some cases loss of rights in the collateral
should the borrower of the securities fail financially. However, loans of
portfolio securities will be made only to firms considered by the Trust to be
creditworthy and when the Adviser believes the consideration to be earned
justifies the attendant risks.
INVESTMENT RESTRICTIONS
The following information supplements the information included in the
Prospectus with respect to the investment restrictions to which the
Portfolios of the Trust are subject. The investment restrictions described
below are fundamental policies and may not be changed as to any Portfolio
without the approval of the lesser of (i) a majority of the Portfolio's
outstanding shares or (ii) 67% of the Portfolio's shares represented at a
meeting of Trust shareholders at which the holders of 50% or more of the
Portfolio's outstanding shares are present. No Portfolio of the Trust may:
(1) Make short sales of securities, unless at the time of sale the
Portfolio owns an equal amount of such securities.
(2) Purchase securities on margin, except that the Portfolio may obtain
such short-term credits as may be necessary for the clearance of
purchases and sales of securities. The deposit or payment by the
Portfolio of initial or maintenance margin in connection with
financial futures contracts or related options transactions is not
considered the purchase of a security on margin.
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(3) Write, purchase or sell puts, calls or combinations thereof, except
that the Portfolio may (a) write exchange-traded covered call options
on portfolio securities and enter into closing purchase transactions
with respect to such options, and a Portfolio may write
exchange-traded covered call options on foreign currencies and secured
put options on securities and foreign currencies and write covered
call and secured put options on securities and foreign currencies
traded over the counter, and enter into closing purchase transactions
with respect to such options, (b) purchase exchange-traded call
options and put options, provided that the premiums on all outstanding
call and put options do not exceed 2% of its total assets, and enter
into closing sale transactions with respect to such options, and (c)
engage in financial futures contracts and related options
transactions, provided that the sum of the initial margin deposits on
the Portfolio's existing futures and related options positions and the
premiums paid for related options would not exceed 2% of its total
assets.
(4) Borrow in excess of 10% of the market or other fair value of its total
assets, or pledge its assets to an extent greater than 15% of the
market or other fair value of its total assets. Any such borrowings
shall be from banks and shall be undertaken only as a temporary
measure for administrative purposes. Deposits in escrow in connection
with the writing of covered call options, secured put options, or the
purchase or sale of financial futures contracts and related options
are not deemed to be a pledge or other encumbrance.
(5) Underwrite the securities of other issuers, except to the extent that
in connection with the disposition of its portfolio securities, a
Portfolio may be deemed to be an underwriter.
(6) Concentrate its assets in the securities of issuers which conduct
their principal business activities in the same industry. To comply
with this restriction, no security may be purchased for a Portfolio if
such purchase would cause the value of the aggregate investment of
such Portfolio in any one industry to exceed 25% of that Portfolio's
total assets (taken at market value). This restriction does not apply
to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
(7) Make any investment in real estate (including real estate limited
partnerships), commodities or commodities contracts, except that the
Portfolio may (a) purchase or sell readily marketable securities which
are secured by interests in real estate, including real estate
investment and mortgage investment trusts, provided that such
investments do not exceed 10% of the portfolio's total assets and (b)
engage in financial futures contracts and related options
transactions, provided that the sum of the initial margin deposits on
the Portfolio's futures and related options positions and the premiums
paid for related options would not exceed 5% of the Portfolio's total
assets.
(8) Make loans, except that the Portfolio may (a) purchase bonds, notes,
debentures or similar obligations which are customarily purchased by
institutional investors, whether publicly distributed or not, (b)
invest in repurchase agreements, provided that an aggregate of no more
than 10% of the Portfolio's net assets (taken at market value) may be
invested in repurchase agreements having maturities of more than seven
days and all other illiquid securities, and (c) loan its portfolio
securities in amounts up to one third of the market or other fair
value of its total assets, subject to restrictions described more
fully above.
(9) Purchase securities of other investment companies, except that the
Portfolio may make such a purchase (a) in the open market involving no
commission or profit to a sponsor or dealer (other than the customary
broker's commission), provided that immediately thereafter (i) not
more than 5% of the Portfolio's total assets would be invested in such
securities and (ii) not more than 3% of the voting stock of another
investment company would be owned by the Portfolio, or (b) as part of
a merger, consolidation, or acquisition of assets.
(10) Invest more than 5% of its total assets in the securities of any one
issuer (except the U.S. Government) or purchase more than 10% of the
outstanding voting securities or more than 10% of the securities of
any class of any one issuer. With respect to 75% of its assets, a
Portfolio which may invest in foreign securities will limit its
investments in the securities of any one foreign government, its
agencies and instrumentalities, to 5% of the Portfolio's total
assets.
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(11) Invest in securities of any issuer if any officer or Trustee of the
Trust or any officer or director of the Adviser owns more than 1/2 of
1% of the outstanding securities of such issuer and all such persons
own in the aggregate more than 5% of the securities of such issuer.
(12) Invest in the aggregate more than 5% of its total assets in the
securities of any issuers which have (with predecessors) a record of
less than three years of continuous operations.
(13) Invest in warrants or rights except where acquired in units or
attached to other securities.
(14) Purchase restricted securities (including repurchase agreements
having maturities of more than seven days) or securities for which
market value quotations are not readily available if as a result of
such purchase more than 10% of the Portfolio's total assets would be
invested in the aggregate in such securities.
(15) Invest in interests in oil, gas, or other mineral leases or
exploration or development programs.
(16) Issue senior securities as defined in the Investment Company Act of
1940, except that a Portfolio may enter into repurchase agreements or
borrow as permitted under restriction #4 above.
If a percentage restriction on investment or utilization of assets as set
forth is adhered to at the time an investment is made, a later change in the
percentage resulting from a change in the value or costs of the Portfolio's
assets will not be considered violative of the restriction except as provided
in (11) above.
PERFORMANCE
Performance information for each Portfolio may appear in advertisements,
sales literature, or reports to shareholders or prospective shareholders.
Performance information in advertisements and sales literature may be
expressed as the "yield" of the Diversified Income Portfolio and "total
return" of any of the Portfolios.
Quotations of the yield for the Portfolios will be based on all investment
income per share earned during a particular 30-day period (including
dividends and interest), less expenses accrued during the period ("net
investment income"), and are computed by dividing net investment income by
the value of a share on the last day of the period, according to the
following formula:
YIELD = 2[((a-b) + 1)6-1]
cd
where a = dividends and interest earned during the period by the Portfolio.
b = expenses accrued for the period (net of any reimbursements),
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends, and
d = the net asset value per share on the last day of the period.
For the thirty day period ended November 30, 1995, the yield for the
Diversified Income Portfolio was 8.14%.
As summarized in the Prospectus under the heading "Performance
Information", total return is a measure of the change in value of an
investment in a Portfolio over the period covered. The formula for total
return used herein includes four steps: (1) adding to the total number of
shares purchased by a hypothetical $1,000 investment in the Portfolio; (2)
calculating the value of the hypothetical initial investment of $1,000 as of
the end of the period by multiplying the total number of shares owned at the
end of the period by net asset value on the last trading day of the period;
(3) assuming reinvestment of all dividends at net asset value and (4)
dividing this account value for the hypothetical investor by the initial
$1,000 investment. Total return will be calculated for one year, five years
and ten years or the time period during which the registration statement
including the Portfolio was in effect if a Portfolio has not been in
existence for at least ten years. The average total return for the Equity and
Diversified Income Portfolios for the year ended November 30, 1995 was % and
%, respectively.
11
<PAGE>
Performance information for any Portfolio reflects only the performance of
a hypothetical investment in the Portfolio during the particular time period
on which the calculations are based. Performance information should be
considered in light of the investment objectives and policies,
characteristics and quality of the particular Portfolio, and the market
conditions during the given time period, and should not be considered as a
representation of what may be achieved in the future.
PERFORMANCE COMPARISONS
Each Portfolio may from time to time include in advertisements containing
total return the ranking of those performance figures relative to such
figures for groups of mutual funds having similar investment objectives as
categorized by ranking services such as Lipper Analytical Services, Inc., CDA
Investment Technology, Inc., Weisenberger Financial Services, Inc., and
rating services such as Morningstar, Inc. Additionally, a Portfolio's
performance results may be compared to those of other investment or savings
vehicles (such as certificates of deposit) and results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barrons,
Business Week, Stanger's Mutual Fund Monitor, The Stanger Register, Stanger's
Investment Adviser, The Wall Street Journal, The New York Times, Consumer
Reports, Registered Representative, Financial Planning, Financial Services
Weekly, Financial World, U.S. News and World Report, Standard and Poor's The
Outlook, Investor's Daily and Personal Investor may be quoted. The total
return may also be used to compare the performance of the Portfolios against
certain widely acknowledged outside standards or indices for stock and bond
market performance, such as the Standard & Poor's 500 Stock Index (the "S&P
500"), Dow Jones Industrial Average, Europe Australia Far East Index (EAFE),
Consumer Price Index, Shearson Lehman Corporate Index and Shearson Lehman
T-Bond Index. The S&P 500 is a commonly quoted market value-weighted and
unmanaged index showing the changes in the aggregate market value of 500
stocks relative to the base period 1941-43. The S&P 500 is composed almost
entirely of common stocks of companies listed on the New York Stock Exchange,
although the common stocks of a few companies listed on the American Stock
Exchange or traded over-the-counter are included. The 500 companies
represented include 400 industrial, 60 transportation and 40 financial
services concerns. The S&P 500 represents about 80% of the market value of
all issues traded on the New York Stock Exchange.
Advertisements, sale literature and other communications may contain
information about the Fund or Adviser's current investment strategies and
management style. Current strategies and style may change to allow the Fund
to respond quickly to changing market and economic conditions. From time to
time the Fund may include specific portfolio holdings or industries, such as
IBM or health care in such communications. To illustrate components of
overall performance, the Fund may separate its cumulative and average annual
returns into income and capital gains components: or cite separately as a
return figure the equity or bond portion of a Fund's portfolio; or compare
the Fund's equity or bond return figure to well-known indices of market
performance, including, but not limited: to the S&P 500 Index, Dow Jones
Industrial Average, First Boston High Yield Index and Salomon Brothers
Corporate Bond and Government Bond Indices.
PORTFOLIO TURNOVER
The Portfolio pays brokerage commissions for purchases and sales of
Portfolio securities. A high rate of portfolio turnover involves a
correspondingly greater amount of brokerage commissions and other costs which
must be borne directly by a Portfolio and thus indirectly by its
shareholders. It may also result in the realization of larger amounts of
short-term capital gains, which are taxable to shareholders as ordinary
income.
The rate of portfolio turnover is not a limiting factor when the Adviser
deems changes appropriate. Although the portfolio turnover rate of a
Portfolio cannot be accurately predicted, it is anticipated that the annual
turnover rate of the Diversified Income Portfolio and Equity Portfolio will
not exceed 300% and 320%, respectively, Portfolio turnover rate is calculated
by dividing the lesser of purchases and sales of portfolio securities during
the fiscal year by the monthly average of the value of the Portfolio's
securities (excluding short-term securities). The turnover rate may vary
greatly from year to year and may be affected by cash requirements for
redemptions of shares of a Portfolio and by compliance with provisions of the
Internal Revenue Code relieving investment companies which distribute
substantially all of their net income from Federal income tax on the amounts
distributed.
12
<PAGE>
TRUSTEES AND OFFICERS
The Trustees and Officers of the Fund and their business affiliations for
the past five years are set forth below and, unless otherwise noted, the
address of each Trustee and executive officer is 56 Prospect Street,
Hartford, Connecticut, 06115-0480. On December 30, 1993, the shareholders
elected to fix the number of trustees at ten and to elect such number of
trustees. Subsequently, the Trustees voted to increase the number of trustees
from ten to eleven and to appoint Lowell P. Weicker, Jr. to fill the vacancy
caused by the increase. The elected and appointed trustees are listed below.
<TABLE>
<CAPTION>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
----------------------------- --------------- -----------------------------------------------------------------------------
<S> <C> <C>
C. Duane Blinn (68) Trustee Partner in the law firm of Day, Berry & Howard. Director/Trustee, Phoenix
Day, Berry & Howard Funds (1980-present). Trustee, Phoenix Duff & Phelps Institutional Mutual
CityPlace Funds (February 1996-present). Director/Trustee, the National Affiliated
Hartford, CT 06103 Investment Companies (until 1993).
Robert Chesek (61) Trustee Trustee/Director, Phoenix Funds (1981-present) and Chairman (1989-1994).
49 Old Post Road Trustee, Phoenix Duff & Phelps Institutional Mutual Funds (February
Wethersfield, CT 06109 1996-present). Director/Trustee, the National Affiliated Investment Companies
(until 1993). Vice President, Common Stock, Phoenix Home Life Mutual
Insurance Company (1980-1994).
E. Virgil Conway (66) Trustee Trustee/Director, Consolidated Edison Company of New York, Inc.
9 Rittenhouse Road (1970-present), Pace University (1978-present), Atlantic Mutual Insurance
Bronxville, NY 10708 Company (1974-present), HRE Properties (1989-present), Greater New York
Councils, Boy Scouts of America (1985-present), Union Pacific Corp.
(1978-present), Blackrock Fund for Fannie Mae Mortgage Securities (Advisory
Director) (1989-present), Centennial Insurance Company (1974-present), Josiah
Macy, Jr., Foundation (1975-present), and The Harlem Youth Development
Foundation (1987-present). Advisory Director, Fund Directions
(1993-present). Chairman, Metropolitan Transportation Authority
(1992-present). Chairman, Audit Committee of the City of New York
(1981-present). Director/Trustee, the National Affiliated Investment
Companies (until 1993). Director/ Trustee, Phoenix Funds (1993-present).
Trustee, Phoenix Duff & Phelps Institutional Mutual Funds (February
1996-present). Director, Accuhealth (1994-present), Trism, Inc.
(1994-present), Realty Foundation of New York (1972-present). Chairman, New
York Housing Partnership Development Corp. (1981-present).
Harry Dalzell-Payne (66) Trustee Director/Trustee, Phoenix Funds (1983-present). Trustee, Phoenix Duff &
330 East 39th Street Phelps Institutional Mutual Funds (February 1996-present). Director, Farragut
Apartment 29G Mortgage Co., Inc. (1991-1994). Director/Trustee, the National Affiliated
New York, NY 10016 Investment Companies (1983-1993). Formerly a Major General of the British
Army.
13
<PAGE>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
----------------------------- --------------- -----------------------------------------------------------------------------
Leroy Keith, Jr. (57) Trustee Chairman and Chief Executive Officer, Carson Products Company (1995-present).
Chairman and Chief Director/Trustee, Phoenix Funds (1980-present). Trustee, Phoenix Duff &
Executive Officer Phelps Institutional Mutual Funds (February 1996-present). Director Equifax
Carson Products Company Corp. (1991-present), and Keystone International Fund, Inc. (1989-present).
64 Ross Road Trustee, Keystone Liquid Trust, Keystone Tax Exempt Trust, Keystone Tax Free
Savannah, GA 31405 Fund, Master Reserves Tax Free Trust, and Master Reserves Trust.
Director/Trustee, the National Affiliated Investment Companies (until 1993).
Director, Blue Cross/Blue Shield (1989-1993) and First Union Bank of Georgia
(1989-1993). President, Morehouse College (1987-1994). Chairman and Chief
Executive Officer, Keith Ventures (1992-1995).
*Philip R. McLoughlin (49) Trustee and Director (1994-present) and Executive Vice President, Investments, Phoenix
President Home Life Mutual Insurance Company (1987-present). Director, Vice Chairman
and Chief Executive Officer, Phoenix Duff & Phelps Corporation
(1995-present). Director/Trustee and President, Phoenix Funds (1989-present).
Trustee and President, Phoenix Duff & Phelps Institutional Mutual Funds
(February 1996-present). Director, Phoenix Investment Counsel, Inc.
(1983-present). Director (1984-present) and President (1990-present), Phoenix
Equity Planning Corporation. Director, Phoenix Re Corporation (Delaware)
(1985-present). Director, World Trust Fund (1991-present). Director/Trustee,
the National Affiliated Investment Companies (until 1993). Director, Chairman
and Chief Executive Officer, National Securities & Research Corporation
(1993-present). Director (1992-present) and President (1992-1994) W.S.
Griffith & Co., Inc.
James M. Oates (49) Trustee Managing Director, The Wydown Group (1994-present). Director, Phoenix Duff &
Managing Director Phelps Corporation (1995-present). Director/Trustee, Phoenix Funds
The Wydown Group (1987-present) Director, Govett Worldwide Opportunity Funds, Inc.
50 Congress Street (1991-present). Trustee, Phoenix Duff & Phelps Institutional Mutual Funds
Suite 1000 (February 1996-present). Director, Investors Bank and Trust Corporation and
Boston, MA 02109 Investors Financial Services Corporation. Director/Trustee, the National
Affiliated Investment Companies (until 1993). Director (1984-1994),
President (1984-1994) and Chief Executive Officer (1986-1994), Neworld Bank.
Director, Blue Cross & Blue Shield of New Hampshire. Director, Plymouth
Rubber Co. (1995-present).
Philip R. Reynolds (68) Trustee Director/Trustee, Phoenix Funds (1984-present). Trustee, Phoenix Duff &
43 Montclair Drive Phelps Institutional Mutual Funds (February 1996-present). Director, Vestaur
West Hartford, CT 06107 Securities, Inc. (1972-present). Trustee, Treasurer, J. Walton Bissell
Foundation and Treasurer, J. Walton Bissell Foundation Inc. (1988-present).
Director/Trustee, the National Affiliated Investment Companies (until 1993).
14
<PAGE>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
----------------------------- --------------- -----------------------------------------------------------------------------
Herbert Roth, Jr. (67) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee, Phoenix Duff &
134 Lake Street Phelps Institutional Mutual Funds (February 1996-present). Director, Boston
P.O. Box 909 Edison Company (1978-present), Phoenix Home Life Mutual Insurance Company
Sherborn, MA 01770 (1972-present), Landauer, Inc. (medical services) (1970-present), Tech
Ops./Sevcon, Inc. (electronic controllers) (1987-present), Key Energy Group
(oil rig service) (1988-1994), and Mark IV Industries (diversified
manufacturer) (1985-present). Director/Trustee, the National Affiliated
Investment Companies (until 1993).
Richard E. Segerson (50) Trustee Director/Trustee, Phoenix Funds, (1993-present). Trustee, Phoenix Duff &
102 Valley Road Phelps Institutional Mutual Funds (February 1996-present). Consultant, Tootal
New Canaan, CT 06840 Group (1989-1991) and Texas Air Corporation (1987-1989). Vice President and
General Manager, Coats & Clark, Inc. (previously Tootal American, Inc.)
(1991-1993). Director/Trustee, the National Affiliated Investment Companies
(1984-1993).
Lowell P. Weicker, Jr. (64) Trustee Trustee/Director, the Phoenix Funds (1995-present). Trustee, Phoenix Duff &
Dresing Lierman Weicker Phelps Institutional Mutual Funds (February 1996-present). Former Governor of
6931 Arlington Road the State of Connecticut (1991-1995). Director, UST, Inc. (1995-present).
Suite 501
Bethesda, MD 20814
*Indicates that the Trustee is an "interested person" of the Trust within the
meaning of the definition set forth in Section 2(a)(19) of the Investment
Company Act of 1940.
Martin J. Gavin (45) Executive Director and Executive Vice President, Finance and Operations, Phoenix Duff &
Vice Phelps Corporation (1995-present). Director and Executive Vice President,
President Phoenix Equity Planning Corporation (1990-present). Director (1994-present)
and Executive Vice President (1991-present), Phoenix Investment Counsel,
Inc. Director and Executive Vice President, National Securities & Research
Corporation (1993-present). Director (1993-present) and Executive Vice
President (1993-1994), W.S. Griffith & Co., Inc. Executive Vice President,
the Phoenix Funds (1993-present). Director and Vice President, PM Holdings,
Inc. (1994-present). Senior Vice President, Investment Products, Phoenix Home
Life Mutual Insurance Company (1989-1995). Executive Vice President, National
Affiliated Investment Companies (until 1993).
15
<PAGE>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
----------------------------- --------------- -----------------------------------------------------------------------------
Michael E. Haylon (38) Executive Vice Director and Executive Vice President, Investments, Phoenix Duff & Phelps
President Corporation (1995-present). Executive Vice President, the Phoenix Funds
(1995-present). Vice President, Phoenix Duff & Phelps Institutional Mutual
Funds (February 1996-present). Director (1994-present) and President
(1995-present), Phoenix Investment Counsel, Inc. Director and Executive Vice
President (1994-present), National Securities & Research Corporation. Senior
Vice President, Securities Investments, Phoenix Home Life Mutual Insurance
Company (1993-1995). Various other positions with Phoenix Home Life Mutual
Insurance Company (1990-1993).
William J. Newman (56) Senior Vice Executive Vice President, Phoenix Investment Counsel, Inc. (1995-present).
President Senior Vice President, National Securities & Research Corporation
(1995-present). Senior Vice President, Phoenix Equity Planning Corporation
(1995-present). Senior Vice President, Phoenix Duff & Phelps Institutional
Mutual Funds (February 1996-present). Vice President, Phoenix Strategic
Equity Series Fund (1995-present). Senior Vice President, The Phoenix Edge
Series Fund (1995-present) and Phoenix Multi-Portfolio Fund (1995-present).
Chief Investment Strategist, Kidder, Peabody Co. Inc. (1993-1994). Managing
Director, Equities, Bankers Trust (1991-1993) and McKay Shields (1988-1990).
Vice President, Common Stock, and Chief Investment Strategist, Phoenix Home
Life Mutual Insurance Company (April 1995-November 1995).
David L. Albrycht (34) Vice President Vice President, Phoenix Multi-Sector Short Term Bond Fund (1993-present) and
and Portfolio Phoenix Multi-Sector Fixed Income Fund, Inc. (1994-present). Vice President,
Manager Phoenix Investment Counsel, Inc. (1995-present). Portfolio Manager, Phoenix
Home Life Mutual Insurance Company (1990-1995).
Curtiss O. Barrows (44) Vice President Vice President, Phoenix Series Fund (1985-present), National Securities &
and Portfolio Research Corporation (1993-present), The Phoenix Edge Series Fund
Manager (1986-present) and Phoenix Investment Counsel, Inc. (1991-present). Portfolio
Manager, Public Bonds, Phoenix Home Life Mutual Insurance Company
(1991-1995). Various other positions with Phoenix Home Life Mutual Insurance
Company (1985-1991).
16
<PAGE>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
----------------------------- --------------- -----------------------------------------------------------------------------
James M. Dolan (46) Vice President Vice President and Compliance Officer (1994-present), and Assistant Secretary
100 Bright Meadow Blvd. (1981-present), Phoenix Equity Planning Corporation. Vice President, Phoenix
P.O. Box 2200 Funds (1989-present). Vice President, Phoenix Duff & Phelps Institutional
Enfield, CT 06083-2200 Mutual Funds (February 1996-present). Vice President (1991-present),
Assistant Clerk and Assistant Secretary (1982-present), Phoenix Investment
Counsel, Inc. Vice President and Chief Compliance Officer (1994-present),
Phoenix Realty Advisors, Inc. and Chief Compliance Officer (1995-present),
Phoenix Realty Securities, Inc. Vice President, the National Affiliated
Investment Companies (until 1993). Various other positions with Phoenix
Equity Planning Corporation (1978-1994).
Jeanne H. Dorey (34) Vice President Vice President, Phoenix Worldwide Opportunities Fund (1993-present), National
and Portfolio Securities & Research Corporation (1993-present), The Phoenix Edge Series
Manager Fund (1993-present) and Phoenix Investment Counsel, Inc. (1993-present).
Portfolio Manager, International, Phoenix Home Life Mutual Insurance Company
(1993-1995).
Peter S. Lannigan (35) Vice President Vice President, Phoenix Investment Counsel, Inc. (1995-present). Director,
and Portfolio Public Fixed Income, Phoenix Home Life Mutual Insurance Company (1993-1995).
Manager Associate Director, Bond Rating Group, Standard & Poor's Corp. (1989-1993).
Thomas S. Melvin, Jr. (52) Vice President Vice President, Phoenix Investment Counsel, Inc. (1994-present) and National
Securities & Research Corporation (1994-present). Vice President, Phoenix
Duff & Phelps Institutional Mutual Funds (February 1996-present). Portfolio
Manager, Common Stock, Phoenix Home Life Mutual Insurance Company
(1991-1995).
William R. Moyer (51) Vice President Senior Vice President, Finance (1990-present), and Treasurer (1994-present),
100 Bright Meadow Blvd. Phoenix Equity Planning Corporation, and Phoenix Investment Counsel, Inc.
P.O. Box 2200 Senior Vice President and Chief Financial Officer, Phoenix Duff & Phelps
Enfield, CT 06083-2200 Corporation, (1995-present). Vice President, Phoenix Funds (1990-present).
Vice President, Phoenix Duff & Phelps Institutional Mutual Funds (February
1996-present). Senior Vice President, Finance (1993-present), and Treasurer
(1994-present), National Securities & Research Corporation. Senior Vice
President and Chief Financial Officer (1993-present) and Treasurer
(1994-present), W.S. Griffith & Co., Inc. Vice President, Investment Products
Finance, Phoenix Home Life Mutual Insurance Company (1990-1995). Vice
President, the National Affiliated Investment Companies (until 1993).
17
<PAGE>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
----------------------------- --------------- -----------------------------------------------------------------------------
Scott C. Noble (49) Vice Director and President, Phoenix Realty Group, Inc. (1995-present). Senior
President Vice President, Real Estate, Phoenix Home Life Mutual Insurance Company
(1993-present). Director and Executive Vice President, Phoenix Real Estate
Securities, Inc. (1993-present). Vice President, Phoenix Multi-Portfolio Fund
(1994-present) and The Phoenix Edge Series Fund (1995-present). Director
(1991-present) and President (1993-present), Phoenix Founders, Inc. Director
and President Phoenix Realty Group, Inc. (1994-present). Director, Phoenix
Realty Advisors, Inc. (1991-present). Director, President and Chief Executive
Officer (1994-present), Phoenix Realty Investors, Inc. Various other
positions with Phoenix Home Life Insurance Company (1991-1993).
Barbara Rubin (42) Vice Vice President, Real Estate, Phoenix Home Life Mutual Insurance Company
President and (1992-present). Vice President, Phoenix Multi-Portfolio Fund (1994-present)
Portfolio and The Phoenix Edge Series Fund (1995-present). Second Vice President, Real
Manager Estate, Phoenix Home Life Mutual Insurance Company (1986-1992). Vice
President (1991-present) 238 Columbus Blvd, Inc. Director (1988-present) and
Vice President (1993-present), Phoenix Founders, Inc. Vice President
(1993-present), Phoenix Real Estate Securities, Inc. Director and President
(1987-present) Phoenix Realty Advisors, Inc. Executive Vice President
(1994-present), Phoenix Realty Securities, Inc.
Leonard J. Saltiel (41) Vice Senior Vice President, Phoenix Equity Planning Corporation (1994-present).
President Vice President, Phoenix Funds (1994-present) and National Securities &
Research Corporation. Vice President, Phoenix Duff & Phelps Institutional
Mutual Funds (February 1996-present). Vice President, Investment Operations,
Phoenix Home Life Mutual Insurance Company (1994-1995). Various positions
with Home Life Insurance Company and Phoenix Home Life Mutual Insurance
Company (1987-1994).
James D. Wehr (38) Vice President Vice President, Phoenix California Tax Exempt Bonds, Inc. (1993-present),
and Portfolio Phoenix Multi-Portfolio Fund (1988-present), Phoenix Series Fund
Manager (1990-present), The Phoenix Edge Series Fund (1991-present), Phoenix
Investment Counsel, Inc. (1991-present) and National Securities & Research
Corporation (1993-present). Vice President, Phoenix Duff & Phelps
Institutional Mutual Funds (February 1996-present). Managing Director,
Public Fixed Income, Phoenix Home Life Mutual Insurance Company, (1991-1995).
Various positions with Phoenix Home Life Mutual Insurance Company
(1981-1991).
18
<PAGE>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
----------------------------- --------------- -----------------------------------------------------------------------------
John T. Wilson (32) Vice President Vice President, Phoenix Investment Counsel, Inc. (1995-present). Portfolio
and Portfolio Manager, The Phoenix Edge Series Fund-Growth Series (1992-present)
Manager Co-Portfolio Manager, Phoenix Worldwide Opportunities Fund (1994-present),
Co-Manager, Phoenix Multi-Portfolio Fund-Capital Appreciation Portfolio
(1994-1995) and Portfolio Manager, Phoenix Multi-Portfolio Fund-Capital
Appreciation Portfolio (1995-present). Vice President, Phoenix
Multi-Portfolio Fund (1994-present), The Phoenix Edge Series Fund
(1994-present) and Phoenix Worldwide Opportunities Fund (1994-present).
Portfolio Manager, Common Stock, Phoenix Home Life Mutual Life Insurance
Company (1990-1995).
G. Jeffrey Bohne (48) Secretary Vice President, Transfer Agent Operations, Phoenix Equity Planning
101 Munson Street Corporation (1993-present). Secretary, the Phoenix Funds (1993-present).
Greenfield, MA 01301 Secretary, Phoenix Duff & Phelps Institutional Mutual Funds (February
1996-present). Clerk, Phoenix Total Return Fund, Inc. (1994-present). Vice
President and General Manager, Phoenix Home Life Mutual Insurance Co.
(1993-1995). Vice President, Home Life of New York Insurance Company
(1984-1992).
Nancy G. Curtiss (43) Treasurer Treasurer, Phoenix Funds (1994-present). Treasurer, Phoenix Duff & Phelps
Institutional Mutual Funds (February 1996-present). Vice President, Fund
Accounting, Phoenix Equity Planning Corporation (1994-present). Second Vice
President and Treasurer, Fund Accounting, Phoenix Home Life Mutual Insurance
Company (1994-1995). Various positions with Phoenix Home Life Insurance
Company (1987-1994).
</TABLE>
For services rendered to the Fund for the fiscal year ended November 30,
1995, the Trustees receive aggregate remuneration of $30,333. For services on
the Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is
not a full-time employee of the Adviser or any of its affiliates currently
receives a retainer at the annual rate of $36,000 and a fee of $2,000 per
joint meeting of the Boards. Each Trustee who serves on the Audit Committee
receives a retainer at the annual rate of $2,000 and a fee of $2,000 per
joint Audit Committee meeting attended. Each Trustee who serves on the
Nominating Committee receives a retainer at the annual rate of $1,000 and a
fee of $1,000 per joint Nominating Committee meeting attended. Each Trustee
who serves on the Executive Committee and who is not an interested person of
the Fund receives a retainer at the annual rate of $1,000 and $1,000 per
joint Executive Committee meeting attended. Trustee fee costs are allocated
equally to each of the Series and the Funds within the Phoenix Funds complex.
The foregoing fees do not include reimbursement of expenses incurred in
connection with meeting attendance. Officers and interested Trustees of the
Fund are compensated for their services by the Adviser and receive no
compensation from the Fund.
19
<PAGE>
For the Fund's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
Total
Pension or Estimated Compensation
Retirement Annual From Fund and
Aggregate Benefits Benefits Fund Complex
Compensation Accrued as Part Upon Paid to
Name From Fund of Fund Expenses Retirement Trustees
------------------- ----------- ---------------- ------------- ---------------
<S> <C> <C> <C> <C>
C. Duane Blinn $10,305* $47,500*
Robert Chesek $ 9,338 $ 42,750
E. Virgil Conway $ 11,673 $ 53,500
Harry Dalzell-Payne $ 9,718 $ 44,500
Leroy Keith, Jr. $ 9,278 None None $ 42,500
Philip R. for any for any
McLoughlin $ 0 Trustee Trustee $ 0
James M. Oates $ 11,225 $ 51,500
Philip R. Reynolds $ 9,718 $ 44,500
Herbert Roth, Jr. $ 12,340 $ 56,500
Richard E. Segerson $ 11,225 $ 51,500
Lowell P. Weicker $ 7,725 $ 34,500
</TABLE>
*At the request of Mr. Blinn, arrangements have been established to permit
his compensation (and the earnings thereon) to be deferred until his
retirement or resignation from the Board of Trustees, or his death or
permanent disability.
On November 30, 1995, the Trustees and officers of the Fund beneficially
owned less than 1% of the outstanding shares of the Fund.
THE INVESTMENT ADVISER
The offices of the Adviser, Phoenix Investment Counsel, Inc., are located
at 56 Prospect Street, Hartford, Connecticut 06115-0480. The Adviser was
organized in 1932 as John P. Chase, Inc. In addition to the Trust, the
Adviser also serves as investment adviser to The Phoenix Edge Series Fund,
Phoenix Series Fund and Phoenix Total Return Fund, Inc. and as subadviser to
American Skandia Trust, Chubb America Fund, Inc., JNL Series Trust and
SunAmerica Series Trust, among others.
All of the outstanding stock of the Adviser is owned by Phoenix Equity
Planning Corporation ("Equity Planning"), an indirect subsidiary of Phoenix Duff
& Phelps Corporation of Chicago, Illinois. Prior to November 1, 1995, PIC and
Equity Planning were indirect, wholly-owned subsidiaries of Phoenix Home Life
Mutual Insurance Company ("Phoenix Home Life") of Hartford, Connecticut. Phoenix
Home Life is in the business of writing ordinary and group life and health
insurance and annuities. It was founded in 1851 and at December 31, 1995 had
total assets of approximately $111.6 billion and net insurance in force of
approximately $11.7 billion. Equity Planning, a mutual fund distributor, acts
net the National Distributor of the Trust's shares and as Financial Agent of the
Trust. The principal office of Phoenix Home Life is located at One American Row,
Hartford, Connecticut, 06115. The principal office of Equity Planning is located
at 100 Bright Meadow Boulevard, Enfield, Connecticut, 06083-2200.
David L. Albrycht, Curtiss O. Barrows, James M. Dolan, Jeanne H. Dorey,
Peter S. Lannigan, Thomas S. Melvin, Jr., William R. Moyer, William J.
Newman, James D. Wehr and John T. Wilson, officers of the Trust, are officers
of the Adviser. Mr. Philip R. McLoughlin, an officer and Trustee of the
Trust, is a director and Chairman of the Adviser. Martin J. Gavin and Michael
E. Haylon, officers of the Fund, are officers and Directors of PIC.
The investment advisory agreements provide that the Trust will bear all
costs and expenses (other than those specifically referred to as being borne
by the Adviser) incurred in the operation of the Trust. Such expenses
include, but shall not be limited to, all
20
<PAGE>
expenses incurred in the operation of the Trust and any public offering of
its shares, including, among others, interest, taxes, brokerage fees and
commissions, fees of Trustees who are not employees of the Adviser or any of
its affiliates, expenses of Trustees, and shareholders' meetings, expenses of
printing and mailing proxy soliciting material, expenses of the insurance
premiums for fidelity and other coverage, expenses of the repurchase and
redemption of shares, expenses of the issue and sale of shares (to the extent
not borne by Equity Planning under its agreement with the Trust), expenses of
printing and mailing share certificates representing shares of the Trust,
association membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, and bookkeeping, auditing and legal
expenses. The Trust will also pay the fees and bear the expense of
registering and maintaining the registration of the Trust and its shares with
the Securities and Exchange Commission and registering or qualifying its
shares under state or other securities laws and the expense of preparing and
mailing prospectuses and reports to shareholders. If authorized by the
Trustees, the Trust will also pay for extraordinary expenses and expenses of
a non-recurring nature which may include, but shall not be limited to, the
reasonable cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Trust is a party.
Each Portfolio will pay expenses incurred in its own operation and will
also pay a portion of the Trust's general administration expenses allocated
on the basis of the asset values of the respective Portfolios.
As compensation for its services to the Trust, the Adviser is entitled to
a prescribed fee. The Adviser is entitled to a fee for the Equity Portfolio,
payable monthly, at the annual rate of 0.75% of the average of the aggregate
daily net asset values of the Equity Portfolio up to $1 billion; 0.70% of
such value between $1 billion and $2 billion; and 0.65% of such value in
excess of $2 billion. The Adviser is also entitled to a fee for the
Fixed-Income Portfolio, payable monthly, at the annual rate of 0.50% of the
average of the aggregate daily net asset values of the Fixed-Income Portfolio
up to $1 billion: 0.45% of such value between $1 billion and $2 billion; and
0.40% of such value in excess of $2 billion. The Adviser has also agreed to
reimburse the Trust for certain expenses as set forth in the Prospectus.
There is no assurance that average net asset value of a given Portfolio will
reach a level high enough to result in a reduction in the rate of the
advisory fee.
The investment advisory agreements provide that the Adviser will reimburse
the Trust for the amount, if any, by which the total operating and management
expenses of any Portfolio (including the Adviser's compensation, but
excluding interest, taxes, brokerage fees and commissions and extraordinary
expenses) for any fiscal year exceed the level of expenses which such
Portfolio is permitted to bear under the most restrictive expense limitation
(which is not waived) imposed on mutual funds by any state in which shares of
such Portfolio are then qualified for sale. Currently the most restrictive
state expense limitation provisions limit such expenses of any Portfolio of
the Trust to 2.5% of the first $30 million of average net assets, 2% of the
next $70 million of such net assets and 1.5% of such net assets in excess of
$100 million. Such reimbursement, if any, will be made by the Adviser to the
Trust within five days after the end of each month.
For the fiscal year ended November 30, 1993, it was necessary that the
Adviser bear ordinary operating expenses of the Trust in the amount of
$137,525; accordingly, the fee of $29,660 to which the Adviser would
otherwise have been entitled was reduced to a loss of $107,865.
For the fiscal year ended November 30, 1994, it was necessary that the
Adviser bear ordinary operating expenses of the Trust in the amount of
$150,321; accordingly, the fee of $51,086 to which the Adviser would
otherwise have been entitled was reduced to a loss of $99,235.
For the fiscal year ended November 30, 1995, it was necessary that the
Adviser bear ordinary operating expenses of the Trust in the amount of $175,341;
accordingly, the fee of $44,964 to which the Adviser would otherwise have been
entitled was reduced to a loss of $130,377.
The investment advisory agreements also provide that the Adviser shall not
be liable to the Trust or to any shareholder of the Trust for any error of
judgment or mistake of law or for any loss suffered by the Trust or by any
shareholder of the Trust in connection
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with the matters to which the agreement relates, except a loss resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard on the
part of the Adviser in the performance of its duties thereunder.
Provided it has been approved by a vote of the majority of the outstanding
shares of a Portfolio of the Trust which is subject to its terms and
conditions, the investment advisory agreement continues from year to year
with respect to such Portfolio so long as (1) such continuance is approved at
least annually by the Trustees or by a vote of the majority of the
outstanding shares of such Portfolio and (2) the terms and any renewal of the
agreement with respect to such Portfolio have been approved by the vote of a
majority of the Trustees who are not parties to the agreement or interested
persons, as that term is defined in the Investment Company Act of 1940, of
the Trust or the Adviser, cast in person at a meeting called for the purpose
of voting on such approval. On sixty days' written notice and without penalty
the agreement may be terminated as to the Trust or as to a Portfolio by the
Trustees or by the Adviser and may be terminated as to a Portfolio by a vote
of the majority of the outstanding shares of such Portfolio. The Agreement
automatically terminates upon its assignment (within the meaning of the
Investment Company Act). The agreement provides that upon its termination, or
at the request of the Adviser, the Trust will eliminate all reference to
Phoenix from its name, and will not thereafter transact business in a name
using the word Phoenix.
PORTFOLIO TRANSACTIONS
In effecting portfolio transactions for the Trust, the Adviser adheres to
the Trust's policy of seeking best execution and price, determined as
described below, except to the extent it is permitted to pay higher brokerage
commissions for "brokerage and research services" as defined herein. As
provided in Section 28(e) of the Securities Exchange Act of 1934, "brokerage
and research services" include advising as to the value of securities, the
advisability of investing in, purchasing or selling securities, the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts, and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Brokerage and research services provided
by brokers to the Trust or the Adviser are considered to be in addition to
and not in lieu of services required to be performed by the Adviser under its
contract with the Trust and may benefit both the Trust and other accounts of
the Adviser. Conversely, brokerage and research services provided by brokers
to other accounts of the Adviser may benefit the Trust.
If the securities in which a particular Portfolio of the Trust invests are
traded primarily in the over-the-counter market, where possible the Portfolio
will deal directly with the dealers who make a market in the securities
involved unless better prices and executions are available elsewhere. Such
securities may be purchased directly from the issuer. Bonds and money market
instruments are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes.
As described in the Prospectus, some portfolio transactions are, subject
to the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. and subject to obtaining best prices and executions, effected
through dealers (excluding Equity Planning) who sell shares of the Trust.
For the fiscal years ended November 30, 1993, 1994 and 1995, brokerage
commissions paid by the Trust on Portfolio transactions totalled $23,998,
$27,350 and $22,435 respectively. Brokerage commissions of $22,435 paid during
the fiscal year ended November 30, 1995 were paid on Portfolio transactions
aggregating $14,764,260 executed by brokers who provided research and other
statistical and factual information.
Investment decisions for the Trust are made independently from those of
the other investment companies or accounts advised by the Adviser. It may
frequently happen that the same security is held in the portfolio of more
than one fund. Simultaneous transactions are inevitable when several funds
are managed by the same investment adviser, particularly when the same
security is suited for the investment objectives of more than one fund. When
two or more funds advised by the Adviser are simultaneously engaged in the
purchase or sale of the same security, the transactions are allocated among
the funds in a manner equitable to each fund. It is recognized that in some
cases this system could have a detrimental effect on the price or volume of
the security
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as far as the Trust is concerned. In other cases, however, it is believed
that the ability of the Trust to participate in volume transactions will
produce better executions for the Trust. It is the opinion of the Board of
Trustees of the Trust that the desirability of utilizing the Adviser as
investment adviser to the Trust outweighs the disadvantages that may be said
to exist from simultaneous transactions.
DETERMINATION OF NET ASSET VALUE
As described under the caption "Net Asset Value" in the Prospectus,
current value for a Portfolio's investments is determined as follows: debt
securities (other than short-term obligations) for which market quotations
are not readily available are normally valued on the basis of valuations
provided by a pricing service approved by the Trustees when such prices are
believed to reflect the fair value of such securities; securities listed or
traded on a national securities exchange are valued at the last sale price
or, if there has been no recent sale, at the last bid price; securities
primarily traded on foreign securities exchanges are generally valued at the
preceding closing values on their respective exchanges where primarily
traded; securities traded in the over the counter market are valued at the
last bid price; and short-term obligations maturing in less than sixty days
are valued at amortized cost, which approximates market. Equity options are
valued at the last sale price unless the bid price is higher or the asked
price is lower, in which event such bid or asked price is used. Exchange
traded fixed income options are valued at the last sale price unless there is
no sale price, in which event current prices provided by market makers are
used. Over-the-counter fixed income options are valued based upon current
prices provided by market makers. Financial futures are valued at the
settlement price established each day by the board of trade or exchange on
which they are traded. If an event were to occur after the value of an
investment was so established but before the net asset value per share was
determined which was likely to materially change the net asset value, then
the instrument would be valued using fair value considerations by the
Trustees or their delegates. If at any time the Portfolio has other
investments, such investments are valued at the fair value thereof, as
determined in good faith by the Trustees, although the actual calculations
may be made by persons acting pursuant to the direction of the Trustees.
PURCHASE OF SHARES
The Prospectus includes information as to the offering price of shares of
the Portfolios and the minimum initial and subsequent investments which may
be made in a Portfolio. Sales of shares are made through registered
representatives of the National Distributor, Equity Planning, or through
securities dealers with whom Equity Planning has sales agreements. Sales of
shares are also made to customers of bank-affiliated securities brokers with
whom Equity Planning has sales agreements. Customers purchase shares at the
applicable offering price.
In connection with initial purchases of $100,000 or more, Equity Planning
may pay broker-dealers, from its own profits and resources, an amount equal
to .25% of 1% of the net asset value of any shares sold. A pro rata portion
of any amounts paid with respect to the investment will be refunded by the
broker-dealers to Equity Planning if part or all or such an investment is
subsequently redeemed within one year.
Immediate Investment
In order to obtain immediate investment of funds, initial and subsequent
purchases of shares of a Portfolio may also be made by wiring Federal Funds
directly pursuant to the following instructions. (Federal Funds are monies
held in a bank account with a Federal Reserve Bank.)
(1) For initial investments, telephone the Trust at (800) 367-5877.
Certain information will be requested from you regarding the account,
and an account number will be assigned.
(2) Once an account number has been assigned, direct your bank to wire the
Federal Funds to Equity Planning, 100 Bright Meadow Boulevard, P.O.
Box 2200, Enfield, Connecticut 06083-2200, attention of the
appropriate Portfolio of the Phoenix
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Multi-Portfolio Fund. Your bank must include the account number and
the name(s) in which your account is registered in its wire and also
request a telephone advice. Your bank may charge a fee to you for
transmitting funds by wire.
An order for shares of a Portfolio purchased with Federal Funds will be
accepted on the business day Federal Funds are wired provided the Federal
Funds are received by 4:00 p.m. on that day; otherwise, the order will not be
accepted until the next business day. Shareholders should bear in mind that
wire transfers may take two or more hours to complete.
Promptly after an initial purchase of shares made by wiring Federal Funds
directly, the shareholder should complete and mail to Equity Planning an
Account Application.
SHAREHOLDER SERVICES
Additional information concerning the Trust or any services offered by the
Trust may be obtained by calling Equity Planning at 1-800-243-1574.
Open Account
As a convenience to the shareholder, all shares of a Portfolio of the Trust
registered in the shareholder's name are automatically credited to an Open
Account maintained for the shareholder on the books of the Trust by its
subtransfer agent, State Street Bank and Trust Company. An Open Account
offers the shareholder ready access to the following options and services:
Record of Share Transactions. Each time shares of a Portfolio are
credited to or withdrawn from a shareholder's Open Account the shareholder
will receive a statement showing the details of the transaction and the
then current balance of shares owned by the shareholder. Shortly after the
end of each calendar year the shareholder will receive information as to
the Federal tax status of dividends and any capital gain distribution paid
by the Portfolio during the year.
Safekeeping of Shares. All shares of a Portfolio acquired by the
shareholder will be credited to the shareholder's Open Account and share
certificates will not be issued unless requested. In no event will
certificates representing fractional shares be issued. Certificates
previously acquired may be surrendered to the transfer agent; the
surrendered certificates will be canceled and the shares represented
thereby will continue to be credited to the Open Account of the
shareholder.
Investing by Mail. An Open Account provides a simple and convenient way
of setting up a flexible investment program for the accumulation of shares
of a Portfolio of the Trust. At any time the shareholder may send to
Equity Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield,
Connecticut 06083-2200, ATTN: Phoenix Multi-Portfolio Fund (Endowment), or
(Diversified), as applicable, a check, payable to the order of Phoenix
Multi-Portfolio Fund, for $1,000 or more to be used to purchase additional
shares for his Open Account at the net asset value per share next computed
after the check is received. Information as to the shareholder's account
registration and account number should accompany each such investment.
Distribution Option. Each Portfolio currently declares all income
dividends and all capital gain distributions payable in shares of the
Portfolio or, at the option of the shareholder, in cash. By exercising a
distribution option the shareholder may elect (1) to receive both
dividends and capital gain distributions in additional shares or (2) to
receive dividends in cash and capital gain distributions in additional
shares or (3) to receive both dividends and capital gains distributions in
cash. If a shareholder elects to receive distributions in cash and the
check cannot be delivered or remains uncashed due to an invalid address,
then the distribution option will be changed to reinvest after the
Transfer Agent has been informed that the proceeds are undeliverable. The
dividend or distribution will automatically be used to purchase additional
shares for the shareholder's account at the then current net asset value.
Shareholders may direct that any dividends and distributions paid with
respect to shares in that account be automatically reinvested in shares in
a single account of another Portfolio, or in the single account of any
other Phoenix Fund. A sales charge may apply and Shareholders should
obtain a current prospectus and consider the objectives and policies of
each Portfolio or Fund carefully before directing dividends and
distributions to another Portfolio or Fund. A shareholder who elects to
receive all distributions in cash may also elect to have distribution
checks mailed to another address or made payable
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to a payee other than the shareholder. However, if the check cannot be
delivered due to invalid address information, the distribution option will
be changed to share investment. Dividends and distributions received in
shares are credited to the shareholder's Open Account in full and
fractional shares computed at the closing net asset value on the business
day following the record date. The shareholder may change a distribution
option at any time either by calling 800-243-1574 or by sending a letter
signed by the registered owner(s) of the shares in the shareholder's Open
Account to Equity Planning, 100 Bright Meadow Boulevard, P.O. Box 2200,
Enfield, Connecticut 06083-2200, ATTN: Phoenix Funds. To be effective with
respect to a particular dividend or distribution, the new distribution
option must be received by the transfer agent three days prior to the
record date of such dividend or distribution. If all shares in the
shareholder's account are repurchased or redeemed or transferred between
the record date and the payment date for a dividend or distribution, the
shareholder will receive cash for the dividend or distribution regardless
of the shareholder's distribution option.
Systematic Withdrawal Plan. A shareholder who wishes to draw upon his or
her shareholdings may open a withdrawal plan by executing an Application
(available from Equity Planning or the transfer agent) authorizing the
payment of a specified dollar amount (not less than $1,000) to the
shareholder or to another person designated by the shareholder on a
monthly, quarterly, semi-annual or annual basis. Each payment is made on
or about the 20th day of the month out of the proceeds of the redemption
of shares credited to the shareholder's Open Account. Shares are tendered
for redemption by the transfer agent, as agent for the shareholder, on or
about the 15th day of the month and are redeemed by the Trust at the
closing net asset value on the date of redemption. Thus, depending upon
the size of the payments requested and the fluctuations in the net asset
value of the shares redeemed, redemptions for the purpose of making such
payments may reduce the shareholder's shareholdings, particularly in a
period of declining market prices.
A withdrawal plan with respect to holdings of shares of a Portfolio
provides for automatic receipt of dividends and capital gain distributions
in additional shares of the Portfolio. A shareholder may have a withdrawal
plan in effect at the same time he has authorized bank draft investing or
is otherwise making regular purchases of shares of a Portfolio. A
withdrawal plan becomes effective only upon acceptance by the transfer
agent and may be terminated at any time by the Trust or Equity Planning or
by written notice by the shareholder to the transfer agent.
No charge to the shareholder is currently made for service under
withdrawal plans but the right is reserved to make a reasonable charge
upon written notice to the shareholder. Until such time as such a charge
is made to withdrawal plan participants, however, the cost of providing
this service to shareholders of the Trust is an expense of the Trust.
The cost of administering Open Accounts is borne by the Trust. The
options and services available to shareholders under the Open Account may
be changed or discontinued at any time by the Trust. An Open Account
cannot, of course, assure a profit or protect against loss.
The transfer agent acts as agent of the shareholder and the dealer
designated by the shareholder in executing purchase transactions for the
shareholder's Open Account.
The shareholder or his or her registered representative may, by telephone
or written notice, cancel or change the dollar amount being withdrawn
pursuant to the Systematic Withdrawal Plan unless the Shareholder has
notified the Trust or transfer agent that his or her registered
representative shall not have this authority.
INVEST-BY-PHONE
This expedited investment service enables a shareholder to purchase shares
for the shareholder's account by requesting that funds be transferred from a
designated bank account. Once a request is phoned in, Equity Planning will
initiate the purchase transaction by wiring a request for monies to the
shareholder's commercial bank, savings bank or credit union via Automated
Clearing House (ACH). The shareholder's bank, which must be an ACH member,
will in turn forward the monies to Equity Planning
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for credit to the shareholder's account. ACH is a computer based clearing and
settlement operation established for the exchange of electronic transactions
among participating depository institutions.
To establish this service, the shareholder should complete an
Invest-by-Phone Application and attach a voided check if applicable. Upon
Equity Planning's acceptance of the authorization form (usually in about two
weeks), the shareholder may call toll free 800-367-5877 prior to 3:00 P.M.
(New York time) to place a purchase request. Instructions as to the
shareholder's account number and the amount to be invested must be
communicated to Equity Planning. Equity Planning will then contact the
shareholder's bank via ACH with appropriate instructions. The purchase is
normally credited to the shareholder's account the day following receipt of
the verbal instructions. The Trust may delay the mailing of a check for the
proceeds of the redemption of shares of a Portfolio purchased via the
Invest-by-Phone Service until the Trust has assured itself that good payment
has been collected for the shares, which may take up to fifteen days.
Phoenix Multi-Portfolio Fund and Equity Planning reserve the right to
modify or terminate the Invest-by-Phone service for any reason or to
institute charges for maintaining an Invest-by-Phone account.
EXCHANGE PRIVILEGES
The Trust offers combination purchase privileges, letters of intent,
accumulation plans, withdrawal plans, and reinvestment and exchange
privileges. Shares of a no-load Portfolio offered by the Trust may be
exchanged for shares of any other no-load Portfolio of the Trust on the basis
of the relative net asset values per share at the time of the exchange.
Shares of any other Portfolio for which a sales charge has already been paid
may be exchanged for shares of a no-load Portfolio of the Trust on the basis
of the relative net asset value per share at the time of the exchange.
Exchanging shares between a no-load Portfolio of the Trust and a Portfolio
for which a sales charge would normally apply will require payment of the
applicable sales charge. Shares of any Series offered by any Phoenix Fund,
which have previously paid a sales charge or which qualify for net asset
value purchases, may be exchanged on the basis of the relative net asset
value per share at the time of the exchange. Exchanges are subject to the
minimum initial investment requirement of the designated Portfolio, Series,
or Fund being acquired, except if made in connection with the Systematic
Exchange Privilege (see the Statement of Additional Information).
Shareholders should obtain a current prospectus of the mutual fund whose
shares they intend to purchase and read it carefully before requesting an
exchange. Prospectuses are available from Equity Planning.
Unless a shareholder elects in writing not to participate in the Telephone
Exchange Privilege, shares for which certificates have not been issued may be
exchanged by calling 800-367-5877 provided that the exchange is made between
accounts with identical account registrations. Under the Telephone Exchange
Privilege, telephone exchange orders may also be entered on behalf of the
shareholder by his or her registered representative. The Trust and the
Transfer Agent will employ reasonable procedures to confirm that telephone
instructions are genuine. In addition to requiring identical registrations on
both accounts, the Transfer Agent will require address verification and will
record telephone instructions on tape. All exchanges will be confirmed in
writing to the shareholder. To the extent that procedures reasonably designed
to prevent unauthorized telephone exchanges are not followed, Equity Planning
and/or the Trust may be liable for following telephone instructions for
exchange transactions that prove to be fraudulent. Broker/dealers other than
Equity Planning have agreed to bear the risk of any loss resulting from any
unauthorized telephone exchange instruction from the firm or its registered
representatives. However, the shareholder would bear the risk of loss
resulting from instructions entered by an unauthorized third party that the
Trust and/or the Transfer Agent reasonably believe to be genuine. The
Telephone Exchange Privilege may be modified or terminated at any time on 60
days' notice to shareholders. In addition, during times of drastic economic
or market changes, the Telephone Exchange Privilege may be difficult to
exercise or may be suspended temporarily. In such event an exchange may be
affected by following the procedure outlined for tendering shares represented
by certificate(s). The Telephone Exchange Privilege is available only in
states where shares being acquired may be legally sold. The Telephone
Exchange Privilege may be modified or terminated at any time on 60 days'
notice to shareholders. The Telephone Exchange Privilege is available only in
states where the shares to be acquired may be legally sold. In addition,
during times of drastic economic or market changes, the Telephone Exchange
Privilege may be difficult to exercise.
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If a shareholder elects not to use the Telephone Exchange Privilege or if
the shares being exchanged are represented by a certificate or certificates,
in order to exchange shares the shareholder must submit a written request to
Equity Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield,
Connecticut 06083-2200, ATTN: Phoenix Funds. If the shares are being
exchanged between accounts that are not registered identically, the signature
on such request must be guaranteed by an eligible guarantor institution as
defined by the Trust's transfer agent in accordance with its signature
guarantee procedures. Currently such procedures generally permit guarantees
by banks, broker/ dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings
associations. Any outstanding certificate or certificates for the tendered
shares must be duly endorsed and submitted.
All exchanges are subject to the minimum initial investment requirement of
the Portfolio, Fund or Series being acquired. Shareholders should obtain a
current prospectus of the mutual fund whose shares they intend to purchase
and read it carefully before requesting an exchange. Prospectuses are
available from Equity Planning.
All exchanges are effected by Equity Planning through the repurchase of
the shares tendered for exchange and the purchase of shares of the Portfolio
or other Phoenix Fund being acquired at their respective closing net asset
values on the date of receipt by Equity Planning of proper instructions and
any necessary supporting documents in acceptable form. Exchanging Portfolio
shares for shares for which a sales charge is assessed will require the
payment of the applicable sales charge. Shares acquired in an exchange will
be credited to an Open Account established for the shareholder on the books
of the fund issuing the shares. The new account will carry the distribution
option previously in effect with respect to the shareholder's shares, and any
telephone exchange or telephone redemption authorization previously in effect
with respect to the shareholder's shares will be deemed to apply to the
shares credited to the new account. The new account will carry no other
option unless a new account application or other written request for an
additional option or options is submitted by the shareholder or requested
when the Telephone Exchange privilege is used. A gain or loss for Federal tax
purposes will be realized by the shareholder in connection with the
repurchase of the shares tendered for exchange.
Subject to the above requirements for an exchange, a shareholder or his or
her registered representative may, by telephone or written notice, elect to
have shares from one Portfolio exchanged for shares of another Portfolio or
for shares of any other Phoenix Fund or automatically on a monthly,
quarterly, semi-annual or annual basis or may cancel the privilege.
The exchange privilege is available only in states where shares of the
Phoenix Fund being acquired may be legally sold, and the privilege may be
modified or terminated at any time without prior notice to shareholders. For
further information, call Equity Planning at (800) 243-1574.
HOW TO REDEEM SHARES
Any holder of shares may require the Trust to redeem the shares at any
time. The redemption price is the net asset value next determined following
the receipt of a duly executed request for redemption of shares, together
with any outstanding certificate or certificates for such shares, duly
endorsed, less such amount not in excess of 1% of such net asset value as the
Trustees may determine. The Trustees do not presently intend to impose a
redemption charge and shareholders will be given 60 days' notice of any
change in this intention. Redemptions may be made in the following manner:
By Mail. Non-certificated shares registered on the books of the Trust may
be redeemed by submitting a written request for redemption to Equity
Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
06083-2200, ATTN: Phoenix Funds. The redemption request must contain the
name of the Portfolio, the shareholder(s)' account name(s) and number, the
number of shares to be redeemed and the signature(s) of the registered
shareholder(s). If a trustee is designated in the account registration and
the proceeds of the redemption do not exceed $50,000 and are to be paid to
the registered owner(s) at the address of record, the signature(s) on the
redemption request need not be guaranteed. Otherwise, the signature(s)
must be guaranteed by an eligible guarantor institution as defined by the
Trust's transfer agent in accordance with its signature guarantee
procedures.
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Currently, such procedures generally permit guarantees by banks,
broker/dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations. A
signature notarized by a notary public is not acceptable. Shares
represented by certificates in the possession of the shareholder may be
redeemed by submitting a written request for redemption to Equity
Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
06083-2200, ATTN: Phoenix Funds, together with the certificates, duly
endorsed by all persons in whose names the shares are registered, with
signatures guaranteed, if required, in the manner described above.
Signature(s) also must be guaranteed on any change of address request
submitted in conjunction with a redemption request.
Additional documentation may be required to process a redemption request.
Therefore, it is suggested that shareholders call 800-243-1574 prior to
redemption to ensure that all necessary documents accompany the redemption
request.
By Telephone. Unless a shareholder elects in writing not to participate
in the Telephone Redemption Privilege, shares for which certificates have
not been issued may be redeemed by calling (800) 367-5877 and telephone
redemptions will also be accepted on behalf of the shareholder from his or
her registered representative as described in the Prospectus. Telephone
redemption requests must be received by Equity Planning by the close of
trading on the New York Stock Exchange on a day when Equity Planning is
open for business. Requests made after that time or on a day when Equity
Planning is not open for business cannot be accepted. The proceeds of a
redemption request received by telephone will normally be paid on the
first business day following receipt of the request. If the amount of the
redemption is $500 or more, the proceeds will be wired to the designated
U.S. commercial bank account. If the amount of the redemption is less than
$500, the proceeds will be sent by mail to the address of record on the
shareholder's account. However, with respect to the telephone redemption
of shares purchased by check, such requests will only be effected after
the Trust has assured itself that good payment has been collected for the
purchase of shares, which may take up to 15 days.
The Trust also maintains a continuous offer to repurchase its shares and
shareholders may normally sell their shares through securities dealers, who
may charge customary commissions for their services. Unless made in
connection with an exchange of shares, a request for repurchase must be
placed with a securities dealer or placed by a securities broker acting as
agent for the customer and communicated by the dealer or broker to Equity
Planning. The repurchase price is the net asset value next determined
following the receipt of the request by Equity Planning, except that a
repurchase order placed through a dealer or by a broker before the close of
trading on the New York Stock Exchange on any day will be executed at the net
asset value determined as of such close provided the dealer or broker
communicates the order to Equity Planning prior to its close of business
(normally 4:00 P.M. New York City time) on such day and subsequently confirms
the order to Equity Planning in writing, time-stamping his confirmation with
the time of the dealer's or broker's receipt of the order. It is the
responsibility of dealers and brokers to communicate such orders. Dealers may
be liable to investors for failing to do so. The offer to repurchase may be
suspended at any time.
Payment for shares redeemed is normally made within seven days after
receipt of a duly executed request for redemption of shares, together with
any outstanding certificate or certificates for such shares, duly endorsed,
and, if required, a proper signature guarantee. Payment for shares
repurchased is normally made within seven days after receipt of the
repurchase order and a duly executed stock power or other instrument of
transfer, together with any outstanding certificate or certificates for such
shares and, if required, a proper signature guarantee. However, if the Trust
is requested to redeem or repurchase shares for which it has not yet received
good payment, the mailing of a check for the proceeds of the redemption or
repurchase may be delayed until the Trust has assured itself that good
payment has been collected, which may take up to fifteen days. Although the
mailing of a check for the proceeds of a redemption or repurchase may be
delayed, the redemption price or repurchase price will be determined in the
manner described above.
To the extent consistent with state and federal law, the Trust may make
payment of the redemption price either in cash or in kind. The Trust has
elected to pay in cash all requests for redemption by any shareholder of
record, but may limit such cash in respect to each shareholder during any 90
day period to the lesser of $250,000 or 1% of the net asset value of the
Trust at the
28
<PAGE>
beginning of such period. This election has been made pursuant to Rule 18f-1
under the Investment Company Act of 1940 and is irrevocable while the Rule is
in effect unless the Securities and Exchange Commission, by order, permits
the withdrawal thereof. In case of a redemption in kind, securities delivered
in payment for shares of a Portfolio would be readily marketable and valued
at the same value assigned to them in computing the net asset value per share
of the Portfolio. A shareholder receiving such securities would incur
brokerage costs when he sold the securities.
The right of redemption may be suspended or the payment date postponed
when the New York Stock Exchange is closed for other than customary weekend
and holiday closings, or when trading on the New York Stock Exchange is
restricted, as determined by the Securities and Exchange Commission; for any
period when an emergency as defined by rule of the Commission exists; or
during any period when the Commission has, by order, permitted such
suspension. In case of a suspension of the right of redemption, the
shareholder may withdraw a request for redemption of shares prior to the next
determination of net asset value after the suspension has been terminated or
the shareholder will receive payment of the net asset value so determined.
A shareholder may receive more or less than the shareholder paid for his
or her shares, depending on the net asset value of the shares at the time
they are redeemed or repurchased.
TAXES
Qualification as a Regulated Investment Company ("RIC")
As stated in the Prospectus, each Portfolio is treated as a separate entity
for Federal income tax purposes. Each Portfolio has elected to qualify and
intends to remain qualified as a RIC under Subchapter M of the Internal
Revenue Code, as amended (the "Code"). In each taxable year a Portfolio
qualifies as a RIC, it will be relieved of Federal income tax on that portion
of its net investment income and net capital gains that are currently
distributed (or deemed distributed) to its shareholders. To the extent that a
Portfolio fails to distribute all of its taxable income, it will be subject
to corporate income tax (currently 34%) on any retained ordinary investment
income or short-term capital gains, and corporate income tax (currently 34%)
on any undistributed long-term capital gains. Each Portfolio intends to make
timely distributions, if necessary, sufficient in amount to avoid the
non-deductible 4% excise tax that is imposed on a RIC to the extent that it
fails to distribute, with respect to each calendar year, at least 98% of its
ordinary income for such calendar year and 98% of its net capital gains as
determined for a one-year period ending on October 31 of such calendar year
(or as determined on a fiscal year basis, if the Portfolio so elects).
The Code sets forth numerous criteria that must be satisfied in order for
each Portfolio to qualify as a RIC. Among these requirements, each Portfolio
must meet the following tests for each taxable year: (1) at least 90% of the
Portfolio's gross income must be derived from dividends, interest, payments
with respect to securities loans, gains from the sale or other disposition of
stocks or securities or foreign currencies (except to the extent provided in
regulations not yet issued), or other income (including gains from options,
futures or forward contracts) derived by the Portfolio with respect to its
business of investing in stock, securities or currencies; and (2) less than
30% of the Portfolio's gross income must be derived from gains realized on
the sale or other disposition of stock or securities (or other instruments)
held for less than three months.
In determining the Portfolio's gross income for purposes of the 30% test,
any gain realized by the Portfolio on a hedged position that is part of a
"designated hedge" will be offset by any decrease in value (whether realized
or not) of any offsetting position in the hedge during the period that the
hedge was outstanding. Thus, only the net gain (if any) from the hedge will
be included in the computation of the 30% test. At the present time, however,
it is not clear whether or to what extent such hedging exception will be
available to the Portfolios' contemplated hedging transactions. To the extent
that the hedging exception is not available, gains realized by the Portfolios
from actual dispositions of futures or forward contracts or options will be
included in the calculation of the 30% test if less than three months has
elapsed between the date such instruments are acquired and the date of their
sale. This provision may limit the Portfolios' ability to engage in such
transactions.
29
<PAGE>
In addition to meeting the 90% and 30% tests, in order to qualify as a RIC
each Portfolio will be required to distribute annually to its shareholders as
dividends (not including "capital gains dividends", discussed below) at least
90% of its ordinary investment income and short-term capital gains, with
certain modifications. Each Portfolio intends to make distributions to
shareholders that will be sufficient to meet the 90% distribution
requirement.
Each Portfolio must also diversify its holdings so that, at the close of
each quarter of its taxable year, (i) at least 50% of the value of its total
assets consists of cash, cash items, U.S. Government Securities, and other
securities limited generally with respect to any one issuer to not more than
5% of the total assets of that Portfolio and not more than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of
the value of its assets is invested in the securities of any issuer (other
than U.S. Government Securities). For purposes of these diversification
tests, the issuer of an option on a particular security is the issuer of the
underlying security. In the case of a stock index futures contract or option
thereon, the position taken by the Internal Revenue Service in a recent
letter ruling is that the issuers of the stocks underlying the index, in
proportion to the weighing of the stocks in the computation of the index, are
treated as the issuers of the instrument irrespective of whether the
underlying index is broad-based or narrow-based.
Each Portfolio intends to comply with all of the foregoing criteria for
qualification as a RIC; however, there can be no assurance that the Portfolio
will so qualify and continue to maintain its status as a RIC. If a Portfolio
were unable for any reason to maintain its status as a RIC for any taxable
year, adverse tax consequences would ensue.
Shareholders should be aware that the price of shares of a Portfolio that
are purchased prior to a dividend or distribution by the Portfolio may
reflect the amount of the forthcoming dividend or distribution.
Sale or Exchange of Portfolio Shares
Gain or loss will be recognized by a shareholder upon the sale of his shares
in a Portfolio or upon an exchange of his shares in a Portfolio for shares in
another Portfolio. Provided that the shareholder is not a dealer in such
shares, such gain or loss will generally be treated as capital gain or loss,
measured by the difference between the adjusted basis of the shares and the
amount realized therefrom. Under current law, capital gains (whether
long-term or short-term) of individuals and corporations are fully includable
in income and are taxed at the regular federal income tax rates applicable to
a taxable shareholder's ordinary income. Capital losses (whether long-term or
short-term) may offset capital gains plus (for non-corporate taxpayers only)
up to $3,000 per year of ordinary income.
Tax Information
Written notices will be sent to shareholders regarding the tax status of all
distributions made (or deemed to have been made) during each taxable year,
including the tax-exempt portion thereof (if applicable), the amount
qualifying for the dividends-received deduction (if applicable) and the
amount designated as capital gains dividends, undistributed capital gains (if
any), tax credits (if applicable), and cumulative return of capital (if any).
Backup Withholding
The Portfolios may be required to withhold federal income tax at a rate of
31% on reportable dividends paid to certain noncorporate shareholders.
Generally, shareholders subject to such backup withholding will be those for
whom a taxpayer identification number and certain required certifications are
not filed with the Portfolios or who, to a Portfolio's knowledge, have
furnished an incorrect number.
Other Tax Consequences
In addition to federal income tax consequences, described above, applicable
to an investment in a Portfolio, there may be state or local tax
considerations applicable to the circumstances of a particular taxable
investor. The foregoing discussion may not apply in certain respects to
tax-exempt organizations such as endowment funds. It is based upon the Code,
judicial decisions and administrative regulations, rulings and practices, all
of which are subject to change and which, if changed, may be applied
retroactively to a Portfolio, its shareholders and/or its assets. No rulings
have been sought from the Internal Revenue Service with respect to any of the
tax matters discussed above.
30
<PAGE>
The information included in the Prospectus with respect to taxes, in
conjunction with the foregoing, is a general and abbreviated summary of
applicable provisions of the Code and Treasury regulations now in effect as
currently interpreted by the courts and the Internal Revenue Service. The
Code and these Regulations, as well as the current interpretations thereof,
may be changed at any time by legislative, judicial, or administrative
action.
NATIONAL DISTRIBUTOR
Equity Planning, a registered broker-dealer which is an indirect
subsidiary of Phoenix Home Life Mutual Insurance Company, serves as National
Distributor of the Trust's shares.
The Trust and Equity Planning have entered into a distribution agreement
under which Equity Planning has agreed to use its best efforts to find
purchasers for Trust shares and the Trust has granted to Equity Planning the
exclusive right to purchase from the Trust and resell, as principal, shares
needed to fill unconditional orders for Trust shares. Equity Planning may
sell Trust shares through its registered representatives or through
securities dealers with whom it has sales agreements. Equity Planning may
also sell Trust shares pursuant to sales agreements entered into with
bank-affiliated securities brokers who, acting as agent for their customers,
place orders for Trust shares with Equity Planning. Although the
Glass-Steagall Act prohibits banks and bank affiliates from engaging in the
business of underwriting, distributing or selling securities (including
mutual fund shares), banking regulators have indicated that such institutions
are not prohibited from purchasing mutual fund shares upon the order and for
the account of their customers. If, because of changes in law or regulations,
or because of new interpretations of existing law, it is determined that
agency transactions of bank affiliated securities brokers are not permitted
under the Glass-Steagall Act, the Trustees will consider what action, if any,
is appropriate. In addition, state securities laws on this issue may differ
from Federal law, and banks and bank affiliates may be required to register
as securities dealers pursuant to state law. It is not anticipated that
termination of sales agreements with bank affiliated securities brokers would
result in a loss to their customers or a change in the net asset value per
share of a Portfolio of the Trust.
Equity Planning also acts as Financial Agent of the Trust and as such
performs bookkeeping and pricing services and certain other administrative
functions for the Trust. As compensation, Equity Planning receives a quarterly
fee based on the average of the aggregate daily net asset values of the Trust at
an annual rate of $300 per $1 million, which is expected to equal approximately
the cost to Equity Planning of providing such services. For services to the
Trust during the fiscal years ended November 30, 1993, 1994 and 1995, the
Financial Agent received fees of $1,756, $2,299 and $2,050, respectively.
Equity Planning also acts as Transfer Agent of the Trust. As compensation,
Equity Planning receives a fee equivalent to $19.25 for each designated daily
dividend shareholder account and $14.95 for each non-daily dividend
designated shareholder account. Transfer Agent fees are also utilized to
offset costs and fees paid to subtransfer agents employed by Equity Planning.
State Street Bank and Trust Company serves as a subtransfer agent pursuant to
a Subtransfer Agent Agreement effective June 1, 1994.
Philip R. McLoughlin, a Trustee and officer of the Trust, is a director
and officer of Equity Planning; Martin J. Gavin, an officer of the Trust is a
director and officer of Equity Planning. Michael E. Haylon, an officer of the
Fund, is a director of Equity Planning; and G. Jeffrey Bohne, Nancy G.
Curtiss, James M. Dolan, William R. Moyer, William J. Newman and Leonard J.
Saltiel, officers of the Trust, are officers of Equity Planning.
ADDITIONAL INFORMATION
The Trust's Prospectus and this Statement of Additional Information omit
certain information contained in the registration statement filed with the
Securities and Exchange Commission which may be obtained from the
Commission's principal office at 450 Fifth Street, N.W. Washington, DC 20549,
upon payment of the fee prescribed by the rules and regulations promulgated
by the Commission.
31
<PAGE>
FINANCIAL STATEMENTS
Financial information relating to the Fund is contained in the Annual
Report to Shareholders for the year ended November 30, 1995 and is available
by calling Equity Planning at (800) 243-4361, or by writing to Equity
Planning at 100 Bright Meadow Blvd., P.O. Box 2200, Enfield, Connecticut
06083-2200. The Annual Report is incorporated into this Statement of
Additional Information by reference. A copy of the Annual Report must precede
or accompany this Statement of Additional Information.
APPENDIX
A-1 and P-1 Commercial Paper Ratings
Commercial paper rated A-1 by Standard & Poor's Corporation ("S&P") has the
following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better. The issuer has
access to at least two additional channels of borrowing. Basic earnings and
cash flow have an upward trend with allowance made for unusual circumstances.
Typically, the issuer's industry is well established and the issuer has a
strong position within the industry. The reliability and quality of
management are unquestioned.
The rating P-1 is the highest commercial paper rating assigned by Moody's
Investors Services, Inc. ("Moody's"). Among the factors considered by Moody's
in assigning ratings are the following: (1) evaluation of the management of
the issuer; (2) economic evaluation of the issuer's industry or industries
and an appraisal of speculative-type risks which may be inherent in certain
areas; (3) evaluation of the issuer's products in relation to competition and
customer acceptance; (4) liquidity; (5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years; (7) financial strength of a
parent company and the relationship which exists with the issuer; and (8)
recognition by the management of obligations which may be present or may
arise as a result of public interest questions and preparations to meet such
obligations.
The Diversified Income Portfolio will only invest in commercial paper
which at the date of investment is rated A-1 by Standard & Poor's Corporation
or P-1 by Moody's Investors Services, Inc., or, if not rated, is issued or
guaranteed by companies which at the date of investment have an outstanding
debt issue rated AA or higher by Standard & Poor's or Aa or higher by
Moody's.
Moody's Investors Service, Inc., Corporate Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they compromise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well.
Standard and Poor's Corporation's Corporate Bond Ratings
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
32
<PAGE>
AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this
category than for bonds in the A category.
33
<PAGE>
Phoenix Funds
Phoenix Multi-Portfolio
Fund
Annual Report
November 30, 1995
Tax-Exempt Bond Portfolio
Capital Appreciation Portfolio
International Portfolio
Real Estate Securities Portfolio
Emerging Markets Bond Portfolio
[photo of different bills (money)]
[Phoenix Duff & Phelps logo]
Phoenix Multi-Portfolio Fund
P.O. Box 2200
Enfield, CT 06083-2200
[Phoenix Duff & Phelps logo]
Bulk Rate Mail
U.S. Postage
PAID
Springfield, MA
Permit No. 444
PDP 490 (1/96)
<PAGE>
PHOENIX TAX-EXEMPT BOND PORTFOLIO
MARKET AND PORTFOLIO REVIEW
Fund Description
Phoenix Tax-Exempt Bond Portfolio invests in high quality municipal
securities and seeks to maximize both tax-exempt yield and after-tax total
return. The Fund is well-diversified geographically and stresses regions of
the country with the most promising economic prospects.
Investment Environment
Over the past year, the tax-exempt bond market has seen a much improved
investment climate. Interest rates have fallen dramatically thus far in 1995,
causing municipal bond prices to rebound significantly from 1994 levels.
Supply continued to decline sharply, with issuance in the municipal sector
down 12% during this twelve-month reporting period. Finally, while the Orange
County debacle has not been completely resolved, it has begun to diminish in
terms of market focus.
Portfolio Review
The Fund turned in a strong performance over this reporting period. For
the twelve months ended November 30, 1995, Class A shares provided a total
return of 19.87% and Class B shares returned 19.07%. These results compare
favorably with the Lehman Brothers Municipal Bond Index, which returned
18.90% in the same period. All of these figures assume reinvestment of any
distributions, but exclude the effect of sales charges.
Two factors contributed to the Fund's strong results. First, we continued
to stress higher credit quality, and "AAA" rated issues have been the top
performers to date in 1995. As of November 30, 1995, nearly 50% of the
portfolio's assets were rated "AA" or higher by Moody's and/or Standard &
Poor's. Second, our focus on call-protected issues has been a winning
strategy as long-term interest rates continued their decline.
Outlook
Overall, our outlook is positive. We believe demand for municipal bonds
should remain strong, reflecting their attractive historical valuations
relative to taxable securities and inflation. The municipal/Treasury ratio
was 93.5% as of November 30, 1995, significantly above its historical average
of 86%. As previously mentioned, the tax-exempt market should also benefit as
the supply of new issues continues to decline. Finally, while current talk of
tax reform has put some pressure on the municipal market, we believe
significant tax reform is unlikely before 1997, if at all.
Nationally, the economy continues to improve but growth rates vary by
region. The Fund is currently emphasizing the midwest, southeast, and
mid-atlantic regions, which are still showing the best mix of economic and
fiscal health. Since many states and municipalities continue to experience
fiscal problems, credit selection remains a key factor for success in the
months ahead. Moving forward, we will continue to emphasize high grade,
liquid issues, and in particular, "AAA" rated obligations.
1
<PAGE>
[typeset representation of line chart]
Phoenix Tax-Exempt Lehman Bros.
Bond Portfolio--Class A Municipal Bond Index
07/15/88 9525 10000
11/30/88 9924 10340
11/30/89 11128 11479
11/30/90 11850 12362
11/30/91 12955 13631
11/30/92 14499 14999
11/30/93 16353 16661
11/30/94 15118 15785
11/30/95 18123 18769
Average Annual Total Returns
for Periods Ending 11/30/95
<TABLE>
<CAPTION>
From Inception From Inception
7/15/88 to 3/16/94 to
1 Year 5 Years 11/30/95 11/30/95
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------
Class A with 4.75% sales charge 14.21% 7.79% 8.39% --
--------------------------------------------------------------------------------------
Class A at net asset value 19.87% 8.85% 9.11% --
--------------------------------------------------------------------------------------
Class B with CDSC 14.07% -- -- 4.28%
--------------------------------------------------------------------------------------
Class B at net asset value 19.07% -- -- 6.53%
--------------------------------------------------------------------------------------
Lehman Brothers
Municipal Bond Index* 18.90% 8.71% 8.85% 6.67%
--------------------------------------------------------------------------------------
</TABLE>
This chart assumes an initial gross investment of $10,000 made on 7/15/88
(inception of the Fund) for Class A shares. The total return for Class A
shares reflects the maximum sales charge of 4.75% on the initial investment
and assumes reinvestment of dividends and capital gains. Class B share
performance will be greater or less than that shown based on differences in
inception date, fees and sales charges. The total return (since inception
3/16/94) for Class B shares reflects the 5% contingent deferred sales charge
(CDSC), which is applicable on all shares redeemed during the 1st year after
purchase and 4% for all shares redeemed during the 2nd year after purchase
(scaled down to 3%--3rd year; 2%--4th and 5th year and 0% thereafter).
Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate, so that
your shares, when redeemed, may be worth more or less than the original cost.
*The Lehman Brothers Municipal Bond Index is an unmanaged but commonly used
measure of long-term, investment-grade, tax-exempt municipal bond total
return performance. The Lehman Brothers Municipal Bond Index performance does
not reflect sales charges.
2
<PAGE>
Tax-Exempt Bond Portfolio
INVESTMENTS AT NOVEMBER 30, 1995
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
--------- ------- -------------
<S> <C> <C> <C>
MUNICIPAL TAX-EXEMPT BONDS--97.7%
Alabama--0.7%
Alabama Housing Finance
Authority 6.50%, '17 Aaa((b)) $ 970 $ 997,490
------------
Alaska--0.8%
Valdez Marine Terminal
Revenue 7%, '25 AA- 1,125 1,220,985
------------
Arizona--0.7%
Pima County 6.75%, '15 AAA 540 587,763
Pima County Prerefunded
6.75%, '15 AAA 460 517,707
------------
1,105,470
------------
Arkansas--1.6%
Drew County 7.90%, '11 Aaa((b)) 482 524,860
Jacksonville Housing
7.90%, '11 Aaa((b)) 695 765,043
Lonoke County Residential
Housing 7.90%, '11 Aaa((b)) 670 740,747
Stuttgart Revenue 7.90%, '11 Aaa((b)) 329 352,240
------------
2,382,890
------------
California--5.2%
California HFA Mortgage 7.75%,
'17 A+ 335 352,829
Pittsburg Redevelopment
Series A 4.625%, '21 AAA 1,650 1,444,410
University of California
Series C 5.125%, '18 (d) AAA 6,330 6,071,103
------------
7,868,342
------------
Colorado--3.3%
Arapahoe County Hwy Revenue
6.90%, '15 Baa((b)) 2,500 2,691,825
Colorado HFA Home Mortgage
6%, '19 (d) AA 2,280 2,256,926
------------
4,948,751
------------
Florida--5.2%
Florida State Board of
Education 5.30%, '14 AA 1,500 1,475,370
Florida State Board of
Education Capital Outlay
5.125%, '22 AA 1,040 984,714
Florida State Div. Bd. Revenue
2000-A 4.90%, '13 AAA 3,000 2,794,440
Martin County Ind.
Cogeneration 7.875%, '25 BBB- 1,500 1,713,315
Reedy Creek Utility Series 1
5%, '14 AAA 1,000 956,220
------------
7,924,059
------------
Georgia--2.8%
Fulton County Water and Sewer
6.375%, '14 AAA 1,000 1,127,730
Georgia--continued
Fulton de Kalb Hospital 5.50%,
'07 AAA $1,000 $ 1,034,830
Georgia Electric Authority
Series Z 5.50%, '20 (d) AAA 2,000 2,021,460
------------
4,184,020
------------
Illinois--8.6%
Chicago Board of Education
6%, '20 AAA 500 527,035
Chicago O'Hare International
Airport 8.85%, '18 BB 910 1,028,537
Chicago O'Hare International
Airport Series C Revenue
5%, '18 (d) AAA 2,200 2,070,926
Chicago PCR (Peoples Light &
Gas) 7.50%, '15 AA- 1,000 1,116,190
Chicago Water Revenue 6%, '19 A+ 1,375 1,393,191
Du Page Water 5.25%, '14 AA 1,000 974,380
Illinois Development Finance
Authority 7.60%, '13 AA 2,000 2,253,160
Illinois Health Facilities
Authority 7%, '08 AAA 1,100 1,278,090
Illinois Housing Development
Authority Residual Series A
7%, '17 A+ 855 885,994
Metro Pier & Exposition
0%, '07 (c) AAA 1,500 1,467,915
------------
12,995,418
------------
Indiana--2.9%
Indianapolis Public Imp. 0%,
'03 A 2,500 1,778,225
Indianapolis Public Imp. 0%,
'05 A 1,765 1,104,855
Petersburg PC (Indianapolis
Power & Light) 9.625%, '12 AA 1,500 1,530,000
------------
4,413,080
------------
Kentucky--2.4%
Greater Kentucky Housing
Assistance 7.125%, '24 AAA 1,000 1,055,020
Kentucky Turnpike Authority
0%, '10 AAA 3,300 1,548,558
Perry County Solid Waste
Disposal Revenue 7%, '24 NR 1,000 1,032,010
------------
3,635,588
------------
Louisiana--2.3%
Louisiana Housing Finance
Agency 6.55%, '26 Aaa((b)) 1,000 1,026,770
St. Charles Parish Revenue
7.50%, '21 (d) AAA 1,250 1,392,237
St. Charles Parish Waste
Disposal Series A 7%, '22 AAA 500 541,955
St. Mary Public Authority
7.625%, '12 Aaa((b)) 211 229,743
See Notes to Financial Statements
3
<PAGE>
Tax-Exempt Bond Portfolio
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
--------- ------- -------------
Louisiana--continued
St. Tammany Public Authority
7%, '02 Aaa((b)) $ 208 $ 220,853
------------
3,411,558
------------
Maryland--0.4%
Baltimore General Obligation
7%, '09 AAA 500 596,170
------------
Massachusetts--6.4%
Massachusetts Bay
Transportation Authority
5.80%, '11 A+ 2,000 2,083,520
Massachusetts Bay
Transportation Authority
Series B 6.20%, '16 A+ 1,000 1,089,950
Massachusetts Indl. Fin.
Agency 0%, '05 A- 1,100 656,832
Massachusetts Port Authority
6%, '13 AA- 650 678,008
Massachusetts State Health &
Education Revenue 3.10%,
'13 (c) AAA 6,000 5,159,400
------------
9,667,710
------------
Michigan--2.3%
Monroe County Pollution
Control 10.50%, '16 BBB 500 515,000
Western Townships Sewage
Authority 8.20%, '18 BBB+ 1,500 1,665,360
Western Townships Sewage
Authority 6.50%, '19 AAA 1,200 1,258,164
------------
3,438,524
------------
Mississippi--1.1%
Lowndes County Waste Disposal
6.80%, '22 A 1,450 1,691,005
------------
Nebraska--1.1%
Nebraska Higher Education
6.70%, '02 A 1,500 1,624,845
------------
Nevada--0.9%
Clark County School District
Series A 0%, '03 AAA 2,000 1,408,780
------------
New Jersey--1.6%
Atlantic City Improvement
Authority 8.875%, '10 NR 1,000 1,137,360
Camden County Municipal
Utility 0%, '11 AAA 3,000 1,275,390
------------
2,412,750
------------
New York--5.0%
Erie County Water Authority
0%, '17 AAA 550 113,669
New York City Indl. Dev.
Agency 6%, '15 A 1,000 1,004,700
New York--continued
New York City University
Dormitory 6.375%, '08 BBB $1,000 $ 1,047,550
Niagara Falls 5.25%, '15 AAA 1,500 1,483,425
Triborough Bridge & Tunnel
6.625%, '12 A+ 750 858,277
Triborough Bridge & Tunnel
4.75%, '14 A+ 2,250 2,096,888
Triborough Bridge & Tunnel
5%, '15 A+ 1,000 953,730
------------
7,558,239
------------
North Carolina--1.0%
North Carolina Municipal Power
6%, '09 AAA 1,385 1,488,723
------------
Pennsylvania--16.4%
Pennsylvania Economic
Development 9.25%, '22 NR 6,000 6,285,480
Pennsylvania Economic
Development Series D 7.05%,
'10 BBB- 5,000 5,343,050
Pennsylvania Finance Authority
6.60%, '09 A 4,000 4,358,600
Pennsylvania Financial
Development 6.75%, '07 NR 3,000 3,081,870
Pennsylvania Financial
Development 6.40%, '09 NR 5,000 4,956,600
Pittsburgh G.O. Series C
0%, '04 AAA 1,025 667,285
------------
24,692,885
------------
South Carolina--3.0%
Piedmont Municipal Power
Agency 7.25%, '22 BBB 3,000 3,065,280
South Carolina Public Service
Authority 6%, '31 A+ 1,500 1,512,855
------------
4,578,135
------------
Texas--6.7%
Alliance Airport Authority 7%,
'11 BB+ 1,100 1,209,329
Austin Convention Center
8.25%, '14 A 995 1,155,742
Brazos River Authority 7.75%,
'15 A 750 819,953
Brazos River Authority 7.625%,
'19 A 1,000 1,102,650
Colorado River Water District
8.25%, '15 A 540 632,761
Harris County Toll Road
Multimode 8.125%, '17 AAA 700 778,799
San Antonio Electric & Gas 5%,
'12 AA 2,000 1,945,460
Texas State Technical College
6.25%, '09 AAA 1,250 1,391,100
Texas Water Resources Finance
Agency 7.625%, '08 A 1,000 1,097,330
------------
10,133,124
------------
See Notes to Financial Statements
4
<PAGE>
Tax-Exempt Bond Portfolio
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
--------- ------- -------------
Utah--1.6%
Intermountain Power Agency
Series B 7%, '21 AA $1,250 $ 1,351,325
Intermountain Power Agency
Series B 7.50%, '21 AA 1,000 1,079,220
------------
2,430,545
------------
Virginia--2.8%
Pittsylvania County Revenue
Series A 7.30%, '04 NR 1,000 1,069,740
Pittsylvania County Revenue
Series A 7.45%, '09 NR 3,000 3,214,770
------------
4,284,510
------------
Washington--2.1%
Walla Walla Waste Recycling
Revenue 9.125%, '26 NR 2,000 2,087,980
Washington State General
Obligation 4.875%, '02 AA 1,000 1,023,980
------------
3,111,960
------------
West Virginia--2.0%
Upshur Solid Waste Revenue 7%,
'25 NR 2,000 2,058,980
West Virginia Housing
Development Fund 6.625%, '20 AA 1,000 1,000,350
------------
3,059,330
------------
Wisconsin--1.8%
Wisconsin Clean Water Revenue
6.875%, '11 (d) AA 750 879,735
Wisconsin Housing &
Development Authority 7.375%,
'17 AA 395 404,527
Wisconsin Housing &
Development Authority
Series A 6.85%, '12 (d) A 1,300 1,362,309
------------
2,646,571
------------
Wyoming--0.5%
Wyoming Community Development
Authority
7.875%, '18 AA $ 710 $ 746,402
------------
Other Territories--4.5%
Guam Airport Authority 6.60%,
'10 BBB 1,000 1,012,320
Puerto Rico Commonwealth
Aqueduct & Sewer
7.875%, '17 BBB 500 554,620
Puerto Rico Commonwealth
Highway Revenue Series V
6.625%, '12 A 2,400 2,580,312
Puerto Rico Electric Power
Authority 5.90%, '06 A- 1,160 1,234,994
Puerto Rico Public Buildings
5.75%, '16 A 1,400 1,408,414
------------
6,790,660
------------
TOTAL MUNICIPAL TAX-EXEMPT BONDS
(Identified cost $137,886,626) 147,448,519
------------
TOTAL INVESTMENTS--97.7%
(Identified cost $137,886,626) 147,448,519(a)
Cash and receivables, less liabilities--2.3% 3,514,701
------------
NET ASSETS--100.0% $150,963,220
============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $10,678,128 and gross
depreciation of $1,005,020 for income tax purposes. At November 30, 1995,
the aggregate cost of securities for federal income tax purposes was
$137,775,411.
(b) Moody's rating.
(c) Variable or step coupon bond; interest rate reflects the rate currently
in effect.
(d) Segregated as collateral for futures contracts. At November 30, 1995,
these securities amounted to $16,054,696 or 10.6% of net assets.
See Notes to Financial Statements
5
<PAGE>
Tax-Exempt Bond Portfolio
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
Assets
Investment securities at value
(Identified cost $137,886,626) $147,448,519
Receivables
Investment securities sold 3,170,785
Interest 2,923,000
Fund shares sold 30,742
------------
Total assets 153,573,046
------------
Liabilities
Payables
Custodian 2,067,511
Dividend distributions 140,684
Fund shares repurchased 125,196
Variation margin for futures contracts 108,906
Investment advisory fee 55,401
Distribution fee 32,576
Transfer agent fee 24,091
Trustees' fee 4,100
Financial agent fee 3,694
Accrued expenses 47,667
------------
Total liabilities 2,609,826
------------
Net Assets $150,963,220
============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $141,532,201
Distributions in excess of net investment income (130,874)
Accumulated net realized gain 108,906
Net unrealized appreciation 9,452,987
------------
Net Assets $150,963,220
============
Class A
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$147,821,476) 12,969,316
Net asset value per share $11.40
Offering price per share
$11.40/(1-4.75%) $11.97
Class B
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$3,141,744) 274,667
Net asset value and offering price per share $11.44
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1995
Investment Income
Interest $ 9,842,420
----------
Total investment income 9,842,420
----------
Expenses
Investment advisory fee 669,273
Distribution fee--Class A 366,535
Distribution fee--Class B 21,135
Financial agent fee 44,618
Transfer agent 191,954
Printing 39,334
Registration 37,424
Professional 36,848
Custodian 20,795
Trustees 17,488
Miscellaneous 15,162
----------
Total expenses 1,460,566
----------
Net investment income 8,381,854
----------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 763,744
Net realized loss on futures contracts (305,863)
Net unrealized appreciation on
investments 18,057,793
----------
Net gain on investments 18,515,674
----------
Net increase in net assets resulting from
operations $26,897,528
==========
See Notes to Financial Statements
6
<PAGE>
Tax-Exempt Bond Portfolio
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Year
Ended Ended
November 30, 1995 November 30, 1994
----------------- ------------------
<S> <C> <C>
From Operations
Net investment income $ 8,381,854 $ 9,043,251
Net realized gain 457,881 761,335
Net unrealized appreciation (depreciation) 18,057,793 (21,990,258)
--------------- ----------------
Increase (decrease) in net assets resulting from operations 26,897,528 (12,185,672)
--------------- ----------------
From Distributions to Shareholders
Net investment income--Class A (8,208,943) (9,567,249)
Net investment income--Class B (99,894) (25,546)
Distributions in excess of net investment income--Class A (45,855) --
Distributions in excess of net investment income--Class B (558) --
Net realized gains--Class A (482,063) --
Net realized gains--Class B (4,381) --
--------------- ----------------
Decrease in net assets from distributions to shareholders (8,841,694) (9,592,795)
--------------- ----------------
From Share Transactions
Class A
Proceeds from sales of shares (2,629,097 and 2,018,969 shares,
respectively) 29,051,453 22,461,848
Net asset value of shares issued from reinvestment of distributions
(460,362 and 509,004 shares, respectively) 4,987,475 5,572,067
Cost of shares repurchased (4,162,067 and 3,280,044 shares,
respectively) (45,663,425) (35,987,636)
--------------- ----------------
Total (11,624,497) (7,953,721)
--------------- ----------------
Class B
Proceeds from sales of shares (166,058 and 111,801 shares,
respectively) 1,813,528 1,214,042
Net asset value of shares issued from reinvestment of distributions
(5,729 and 1,531, respectively) 62,670 16,245
Cost of shares repurchased (10,452 and 0 shares, respectively) (114,346) --
--------------- ----------------
Total 1,761,852 1,230,287
--------------- ----------------
Decrease in net assets from share transactions (9,862,645) (6,723,434)
--------------- ----------------
Net increase (decrease) in net assets 8,193,189 (28,501,901)
Net Assets
Beginning of period 142,770,031 171,271,932
--------------- ----------------
End of period (including distributions in excess of net investment
income of ($130,874) and ($25,574), respectively) $150,963,220 $142,770,031
=============== ================
</TABLE>
See Notes to Financial Statements
7
<PAGE>
Tax-Exempt Bond Portfolio
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
Class A
-----------------------------------------------------------
Year Ended November 30,
1995 1994 1993 1992 1991
-------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.09 $11.58 $11.10 $10.66 $10.37
Income from investment operations
Net investment income 0.61 0.65 0.60((1)) 0.66((1)) 0.65((1))
Net realized and unrealized gain (loss) 1.34 (1.49) 0.76 0.57 0.29
------- ------- --------- --------- ----------
Total from investment operations 1.95 (0.84) 1.36 1.23 0.94
------- ------- --------- --------- ----------
Less distributions
Dividends from net investment income (0.61) (0.65) (0.60) (0.66) (0.65)
Dividends from net realized gains (0.03) -- (0.28) (0.13) --
------- ------- --------- --------- ----------
Total distributions (0.64) (0.65) (0.88) (0.79) (0.65)
------- ------- --------- --------- ----------
Change in net asset value 1.31 (1.49) 0.48 0.44 0.29
------- ------- --------- --------- ----------
Net asset value, end of period $11.40 $10.09 $11.58 $11.10 $10.66
======= ======= ========= ========= ==========
Total return((2)) 19.87% -7.55% 12.79% 11.92% 9.32%
Ratios/supplemental data:
Net assets, end of period (thousands) $147,821 $141,623 $171,272 $35,625 $27,093
Ratio to average net assets of:
Operating expenses 0.97% 0.96% 0.75% 0.78% 0.94%
Net investment income 5.65% 5.65% 5.33% 5.92% 6.17%
Portfolio turnover 25% 54% 62% 145% 99%
</TABLE>
<TABLE>
<CAPTION>
Class B
--------------------------
Year From
Ended Inception
November 30, 3/16/94
1995 to 11/30/94
----------- ------------
<S> <C> <C>
Net asset value, beginning of period $10.12 $11.21
Income from investment operations
Net investment income 0.53 0.39
Net realized and unrealized gain (loss) 1.35 (1.09)
--------- -----------
Total from investment operations 1.88 (0.70)
--------- -----------
Less distributions
Dividends from net investment income (0.53) (0.39)
Dividends from net realized gains (0.03) --
--------- -----------
Total distributions (0.56) (0.39)
--------- -----------
Change in net asset value 1.32 (1.09)
--------- -----------
Net asset value, end of period $11.44 $10.12
========= ===========
Total return((2)) 19.07% -6.42%((4))
Ratios/supplemental data:
Net assets, end of period (thousands) $3,142 $1,147
Ratio to average net assets of:
Operating expenses 1.72% 1.54%((3))
Net investment income 4.90% 5.07%((3))
Portfolio turnover 25% 54%
</TABLE>
((1)) Includes reimbursement of operating expenses by investment adviser of
$0.03, $0.04 and $0.02, respectively.
((2)) Maximum sales charges are not reflected in the total return
calculation.
((3)) Annualized
((4)) Not annualized
8
<PAGE>
PHOENIX CAPITAL APPRECIATION PORTFOLIO
Fund Description
Phoenix Capital Appreciation Portfolio invests primarily in the common
stocks of companies with the potential to provide long-term appreciation of
capital.
Investment Environment
Over the second half of this fiscal reporting period, the stock market has
continued its strong ascent aided by a favorable interest-rate climate and
solid earnings results. However, with the outlook for economic growth in 1996
less clear, future market advances may be more challenging.
Portfolio Review
Phoenix Capital Appreciation Portfolio provided solid absolute returns
over this reporting period, but trailed the broad market. For the twelve
months ended November 30, 1995, Class A shares provided a total return of
27.87% and Class B shares returned 26.92%. During the same period, the
Standard & Poor's 500 Composite Stock Index returned 37.00%. All of these
figures assume reinvestment of any distributions, but exclude the effect of
sales charges.
Technology stocks, which have been a focal point for investors, led to
mixed results for the Fund. Although holdings in computer networking and
on-line access firms have performed well, other technology issues, notably
semiconductors, have hurt performance in recent months. As a result,
technology holdings have been reduced modestly. While we continue to believe
that technology is an attractive long-term area, it will also continue to be
a volatile investment sector. Financial stocks continued to perform well over
this reporting period, and the Fund benefited from solid performance from
several insurance and brokerage holdings. Underweighting in banks, however,
held performance back. Health care and medical technology holdings were
strong contributors to the Fund, but under-exposure to the larger drug stocks
and other large cap consumer staple names has hurt performance in recent
months.
Outlook
In general, the Fund has been moderately repositioned toward more mid
capitalization issues since our last report to you. This step was taken to
focus the Fund on more rapidly growing entities that we believe will be able
to deliver strong earnings results in an environment of slowing overall
corporate earnings growth.
Going forward, we expect market gains to be more difficult and more
selective. We will continue to seek high quality growth opportunities in the
market and are optimistic that our current strategy will increase the
potential for attractive long-term returns.
9
<PAGE>
Capital Appreciation Portfolio
[typeset representation of line chart]
Phoenix Capital
Appreciation Portfolio--
Class A S&P 500*
11/01/89 9525 10000
11/30/89 9800 10206
11/30/90 11491 9841
11/30/91 16178 11848
11/30/92 18838 14034
11/30/93 20522 15450
11/30/94 20733 15617
11/30/95 26512 21395
Average Annual Total Returns
for Periods Ending 11/30/95
<TABLE>
<CAPTION>
From Inception From Inception
11/1/89 to 7/18/94 to
1 Year 5 Years 11/30/95 11/30/95
<S> <C> <C> <C> <C>
----------------------------------------------------------------------------------------
Class A with 4.75% sales charge 21.79% 17.01% 17.39% --
----------------------------------------------------------------------------------------
Class A at net asset value 27.87% 18.16% 18.34% --
----------------------------------------------------------------------------------------
Class B with CDSC 21.92% -- -- 17.69%
----------------------------------------------------------------------------------------
Class B at net asset value 26.92% -- -- 20.43%
----------------------------------------------------------------------------------------
S&P 500 Stock Index* 37.00% 16.80% 13.32% 27.81%
----------------------------------------------------------------------------------------
</TABLE>
This chart assumes an initial gross investment of $10,000 made on 11/1/89
(inception of the Fund) for Class A shares. The total return for Class A
shares reflects the maximum sales charge of 4.75% on the initial investment
and assumes reinvestment of dividends and capital gains. Class B share
performance will be greater or less than that shown based on differences in
inception date, fees and sales charges. The total return (since inception
7/18/94) for Class B shares reflects the 5% contingent deferred sales charge
(CDSC), which is applicable on all shares redeemed during the 1st year after
purchase and 4% for all shares redeemed during the 2nd year after purchase
(scaled down to 3%--3rd year; 2%--4th and 5th year and 0% thereafter).
Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate, so that
your shares, when redeemed, may be worth more or less than the original cost.
*The S&P 500 Stock Index is an unmanaged but commonly used measure of stock
return performance. The S&P 500's performance does not reflect sales charges.
10
<PAGE>
Capital Appreciation Portfolio
INVESTMENTS AT NOVEMBER 30, 1995
SHARES VALUE
------- --------------
COMMON STOCKS--81.4%
Aerospace & Defense--2.3%
Boeing Company 155,000 $11,295,625
-------------
Airlines--1.1%
AMR Corp. 70,000 5,363,750
-------------
Banks--1.9%
Chase Manhattan Corp. 155,000 9,435,625
-------------
Chemicals--1.7%
Monsanto Co. 75,000 8,587,500
-------------
Chemicals--Specialty--1.6%
Arcadian Corp. (b) 377,500 7,833,125
-------------
Computer Software & Services--7.7%
Adobe Systems, Inc. 120,000 8,115,000
America Online, Inc. (b) 120,000 4,905,000
Cheyenne Software, Inc. (b) 201,500 4,684,875
Quarterdeck Corp. (b) 60,000 1,920,000
Sybase, Inc. (b) 175,000 6,146,875
Symantec Corp. (b) 275,000 7,287,500
UUNET Technologies, Inc. (b) 69,500 5,525,250
-------------
38,584,500
-------------
Diversified Financial Services--5.9%
Dean Witter Discover & Co. 180,000 9,180,000
Morgan Stanley Group, Inc. 95,000 8,193,750
Travelers Group, Inc. (b) 205,000 12,197,500
-------------
29,571,250
-------------
Electronics--2.5%
ESS Technology (b) 5,000 165,000
Intel Corp. 101,500 6,178,812
Oak Technology, Inc. (b) 127,000 5,969,000
-------------
12,312,812
-------------
Entertainment, Leisure & Gaming--4.8%
Tele-Communications Liberty Media
Gr-A (b) 71,250 1,995,000
Viacom, Inc. Class B (b) 285,000 13,751,250
Walt Disney Co. 140,000 8,417,500
-------------
24,163,750
-------------
Healthcare--Drugs 4.0%
Amgen, Inc. (b) 175,000 8,684,375
Biogen, Inc. (b) 115,000 6,267,500
Cephalon, Inc. (b) 140,000 3,885,000
Genzyme Corp. (b) 20,000 1,305,000
-------------
20,141,875
-------------
Hospital Management & Services--3.3%
Oxford Health Plans, Inc. (b) 75,000 5,625,000
PhyCor, Inc. (b) 116,250 5,202,188
US Healthcare, Inc. 120,000 5,460,000
-------------
16,287,188
-------------
Insurance--4.8%
Aetna Life & Casualty Co. 200,000 14,675,000
Cigna Corp. 85,000 9,350,000
-------------
24,025,000
-------------
Lodging & Restaurants--1.5%
Outback Steakhouse, Inc. (b) 205,000 $ 7,482,500
-------------
Machinery--3.1%
Case Corp. 160,000 6,680,000
Deere & Co. 270,000 8,876,250
-------------
15,556,250
-------------
Medical Products & Supplies--4.3%
Boston Scientific Corp. (b) 130,000 5,265,000
Guidant Corp. 219,000 8,185,125
IDEXX Laboratories, Inc. (b) 100,000 4,450,000
Medtronic, Inc. 60,000 3,292,500
-------------
21,192,625
-------------
Miscellaneous--1.1%
CUC International, Inc. 150,000 5,700,000
-------------
Natural Gas--1.6%
Apache Corp. 302,700 8,059,387
-------------
Office & Business Equipment--1.0%
Sun Microsystems, Inc. (b) 60,000 5,047,500
-------------
Oil Service & Equipment--1.5%
BJ Services Co. (b) 295,000 7,264,375
-------------
Publishing, Broadcasting, Printing & Cable--2.2%
Evergreen Media Corp. Class A (b) 225,000 5,456,250
Tele-Communications TCI (b) 285,000 5,272,500
-------------
10,728,750
-------------
Rails--0.9%
Burlington Northern, Inc. 53,000 4,273,125
-------------
Retail--3.2%
Corporate Express (b) 310,000 8,292,500
Federated Department Stores, Inc. (b) 200,000 5,825,000
Office Depot, Inc. (b) 82,400 2,018,800
-------------
16,136,300
-------------
Telecommunications Equipment--13.5%
3Com Corp. (b) 225,000 10,293,750
Bay Networks, Inc. (b) 287,500 12,937,500
FORE Systems, Inc. (b) 20,000 1,165,000
Glenayre Technologies, Inc. (b) 116,250 6,655,312
Madge Networks N.V. (b) 75,000 3,379,688
MFS Communications, Inc. (b) 150,000 6,825,000
Mobilemedia Corp. (b) 350,000 9,056,250
Newbridge Networks Corp. (b) 200,000 8,525,000
Stratacom, Inc. (b) 115,000 8,625,000
-------------
67,462,500
-------------
Utility--Telephone--5.9%
MCI Communications Corp. 370,000 9,897,500
Paging Network, Inc. (b) 550,000 12,237,500
Worldcom, Inc. (b) 225,000 7,312,500
-------------
29,447,500
-------------
TOTAL COMMON STOCKS
(Identified cost $354,091,260) 405,952,812
-------------
See Notes to Financial Statements
11
<PAGE>
Capital Appreciation Portfolio
SHARES VALUE
--------- -----------
FOREIGN COMMON STOCKS--7.3%
Chemical--1.5%
Potash Corp. of Saskatchewan, Inc.
(Canada) 105,000 $ 7,258,125
----------
Computer Software & Services--1.1%
Standard Applications Software
AG-Vorzug (Germany) 35,450 5,597,555
----------
Healthcare--Drugs--0.9%
Pharmacia & Upjohn, Inc. (Sweden) 125,000 4,484,375
----------
Publishing, Broadcasting, Printing & Cable--1.4%
News Corp. Ltd. Preference ADR
(Australia) 375,000 7,078,125
----------
Telecommunications Equipment--1.4%
Ericsson L.M. Telephone Co. Class B
ADR (Sweden) 290,000 6,887,500
----------
Utility--Telephone--1.0%
Telecom Italia Mobile-DRNC (Italy) (b) 5,200,000 5,096,000
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $31,935,790) 36,401,680
----------
TOTAL LONG-TERM INVESTMENTS--88.7%
(Identified cost $386,027,050) 442,354,492
----------
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
--------- ------ -------------
SHORT-TERM OBLIGATIONS--18.2%
Commercial Paper--11.7%
General Re Corp. 5.63%,
12-1-95 A-1+ $ 2,500 $ 2,500,000
Unilever Capital Corp. 5.80%,
12-1-95 A-1+ 2,075 2,075,000
Abbott Laboratories 5.70%,
12-5-95 A-1+ 5,600 5,596,453
Wal-Mart Stores 5.70%,
12-5-95 A-1+ 365 364,769
AT&T Corp. 5.70%, 12-8-95 A-1+ 3,000 2,996,675
Pfizer, Inc. 5.70%, 12-8-95 A-1+ 6,500 6,492,796
Philip Morris Cos. 5.72%,
12-11-95 A-1 4,500 4,492,850
Wal-Mart Stores 5.70%,
12-13-95 A-1+ 3,500 3,493,350
H.J. Heinz Co. 5.71%,
12-14-95 A-1 5,825 5,812,989
Emerson Electric Co. 5.70%,
12-19-95 A-1+ 6,650 6,631,048
Pfizer, Inc. 5.71%, 12-19-95 A-1+ 3,395 3,385,307
BellSouth Telecommunications,
Inc. 5.71%, 12-20-95 A-1+ 5,040 5,024,811
TDK 5.72%, 12-20-95 A-1+ 1,860 1,854,385
H.J. Heinz Co. 5.75%,
12-21-95 A-1 1,365 1,360,640
McDonalds Corp. 5.71%,
12-21-95 A-1+ 1,075 1,071,590
Campbell Soup Co. 5.69%,
12-29-95 A-1+ 5,000 4,977,872
------------
58,130,535
------------
Federal Agency Securities--5.1%
Federal Home Loan Banks 5.80%, 12-1-95 17,465 17,465,000
Federal Home Loan Mortgage 5.70%,
12-19-95 8,050 8,027,057
------------
25,492,057
------------
U.S. Treasury Bills--1.4%
U.S. Treasury Bills 5.36%, 12-7-95 6,935 6,928,805
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $90,551,397) 90,551,397
------------
TOTAL INVESTMENTS--106.9%
(Identified cost $476,578,447) 532,905,889(a)
Cash and receivables, less liabilities--(6.9%) (34,324,059)
------------
NET ASSETS--100.0% $498,581,830
============
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $61,555,527 and gross
depreciation of $5,228,085 for federal income tax purposes. At November
30, 1995, the aggregate cost of securities for federal income tax
purposes was $476,578,447.
(b) Non-income producing.
ADR--American Depository Receipt
See Notes to Financial Statements
12
<PAGE>
Capital Appreciation Portfolio
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
Assets
Investment securities at value
(Identified cost $476,578,447) $532,905,889
Cash 2,027
Receivables
Investment securities sold 11,994,087
Fund shares sold 313,066
Dividends and interest 172,046
------------
Total assets 545,387,115
------------
Liabilities
Payables
Investment securities purchased 45,617,045
Fund shares repurchased 550,107
Investment advisory fee 303,972
Transfer agent fee 140,070
Distribution fee 107,859
Financial agent fee 12,159
Trustees' fee 4,100
Accrued expenses 69,973
------------
Total liabilities 46,805,285
------------
Net Assets $498,581,830
============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $377,573,657
Accumulated net realized gain 64,680,731
Net unrealized appreciation 56,327,442
------------
Net Assets $498,581,830
============
Class A
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$487,674,324) 22,135,705
Net asset value per share $22.03
Offering price per share
$22.03/(1-4.75%) $23.13
Class B
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$10,907,506) 499,148
Net asset value and offering price per share $21.85
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1995
Investment Income
Dividends $ 4,425,663
Interest 3,266,811
-----------
Total investment income 7,692,474
-----------
Expenses
Investment advisory fee 3,394,485
Distribution fee--Class A 1,116,857
Distribution fee--Class B 58,552
Financial agent fee 135,779
Transfer agent 1,286,567
Printing 182,831
Registration 81,780
Custodian 71,372
Professional 68,266
Trustees 18,433
Miscellaneous 60,997
-----------
Total expenses 6,475,919
-----------
Net investment income 1,216,555
-----------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 67,602,546
Net realized loss on foreign currency
transactions (864,314)
Net unrealized appreciation on investments 43,684,291
-----------
Net gain on investments 110,422,523
-----------
Net increase in net assets resulting from
operations $111,639,078
===========
See Notes to Financial Statements
13
<PAGE>
Capital Appreciation Portfolio
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Year
Ended Ended
November 30, November 30,
1995 1994
--------------- ----------------
<S> <C> <C>
From Operations
Net investment income $ 1,216,555 $ 2,568,972
Net realized gain 66,738,232 14,113,601
Net unrealized appreciation (depreciation) 43,684,291 (12,913,800)
-------------- ---------------
Increase in net assets resulting from operations 111,639,078 3,768,773
-------------- ---------------
From Distributions to Shareholders
Net investment income--Class A (1,350,030) (2,337,637)
Net investment income--Class B (5,608) --
Net realized gains--Class A (17,010,194) (18,023,297)
Net realized gains--Class B (73,125) --
-------------- ---------------
Decrease in net assets from distributions to shareholders (18,438,957) (20,360,934)
-------------- ---------------
From Share Transactions
Class A
Proceeds from sales of shares (5,517,176 and 8,619,664 shares,
respectively) 105,808,213 159,272,884
Net asset value of shares issued from reinvestment of
distributions (999,234 and 1,035,428 shares, respectively) 17,312,320 18,886,223
Cost of shares repurchased (7,668,150 and 9,145,060 shares,
respectively) (146,988,778) (167,859,596)
-------------- ---------------
Total (23,868,245) 10,299,511
-------------- ---------------
Class B
Proceeds from sales of shares (452,091 and 89,426 shares,
respectively) 8,748,909 1,634,651
Net asset value of shares issued from reinvestment of
distributions (4,305 and 0 shares, respectively) 74,521 --
Cost of shares repurchased (41,778 and 4,896 shares,
respectively) (853,309) (89,532)
-------------- ---------------
Total 7,970,121 1,545,119
-------------- ---------------
(Decrease) increase in net assets from share transactions (15,898,124) 11,844,630
-------------- ---------------
Net increase (decrease) in net assets 77,301,997 (4,747,531)
Net Assets
Beginning of period 421,279,833 426,027,364
-------------- ---------------
End of period (including undistributed net investment income
of $0 and $1,218,402, respectively) $ 498,581,830 $ 421,279,833
============== ===============
</TABLE>
See Notes to Financial Statements
14
<PAGE>
Capital Appreciation Portfolio
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
Class A
-----------------------------------------------------------
Year Ended November 30,
1995 1994 1993 1992 1991
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $18.03 $18.70 $17.95 $16.61 $11.95
Income from investment operations((5))
Net investment income (loss) 0.05((1)) 0.11 0.11 0.15 0.19
Net realized and unrealized gain 4.74 0.10 1.44 2.41 4.64
-------- -------- -------- -------- ---------
Total from investment operations 4.79 0.21 1.55 2.56 4.83
-------- -------- -------- -------- ---------
Less distributions
Dividends from net investment income (0.06) (0.10) (0.13) (0.21) (0.17)
Dividends from net realized gains (0.73) (0.78) (0.67) (1.01) --
-------- -------- -------- -------- ---------
Total distributions (0.79) (0.88) (0.80) (1.22) (0.17)
-------- -------- -------- -------- ---------
Change in net asset value 4.00 (0.67) 0.75 1.34 4.66
-------- -------- -------- -------- ---------
Net asset value, end of period $22.03 $18.03 $18.70 $17.95 $16.61
======== ======== ======== ======== =========
Total return((2)) 27.87% 1.03% 8.94% 16.44% 40.78%
Ratios/supplemental data:
Net assets, end of period (thousands) $487,674 $419,760 $426,027 $234,472 $119,870
Ratio to average net assets of:
Operating expenses 1.42% 1.36% 1.34% 1.40% 1.24%
Net investment income (loss) 0.28% 0.59% 0.64% 0.93% 1.94%
Portfolio turnover 218% 227% 174% 287% 458%
</TABLE>
<TABLE>
<CAPTION>
Class B
----------------------------
Year From
Ended Inception
November 30, 7/18/94 to
1995 11/30/94
------------ -------------
<S> <C> <C>
Net asset value, beginning of period $ 17.97 $17.68
Income from investment operations((5))
Net investment income (loss) (0.12)((1)) (0.01)
Net realized and unrealized gain 4.75 0.30
---------- ------------
Total from investment operations 4.63 0.29
---------- ------------
Less distributions
Dividends from net investment income (0.02) --
Dividends from net realized gains (0.73) --
---------- ------------
Total distributions (0.75) --
---------- ------------
Change in net asset value 3.88 0.29
---------- ------------
Net asset value, end of period $ 21.85 $17.97
========== ============
Total return((2)) 26.92% 1.64%((4))
Ratios/supplemental data:
Net assets, end of period (thousands) $10,908 $1,519
Ratio to average net assets of:
Operating expenses 2.18% 2.05% ((3))
Net investment income (loss) (0.58)% (0.23)%((3))
Portfolio turnover 218% 227%
</TABLE>
((1)) Computed using average shares outstanding.
((2)) Maximum sales charges are not reflected in the total return
calculation.
((3)) Annualized
((4)) Not annualized
((5)) Distributions are made in accordance with the prospectus; however,
class level per share income from investment operations may vary from
anticipated results depending on the time of share purchases and
redemptions.
See Notes to Financial Statements
15
<PAGE>
PHOENIX INTERNATIONAL PORTFOLIO
Fund Description
Phoenix International Portfolio generally invests in quality stocks with
strong managements, solid growth prospects, and attractive relative
valuations. We believe that earnings growth is the primary factor which
drives stock prices and will place emphasis on markets and stocks where
relative earnings growth is strongest. We will sell a stock that no longer
looks attractive relative to the growth and valuation of its market or peer
group, that has surpassed the top of its valuation range, or that has a
fundamental deterioration in its business prospects. This disciplined
approach allows the Fund to continually emphasize securities that will
provide stronger growth over the long-term.
World Markets
While making general upward progress, world equity markets have oscillated
throughout this reporting period. This was due primarily to wide swings in
the economic outlook and earnings growth expectations. Early in the year,
there were worries about overheating economies, inflation and a shortage of
global productive capacity. Momentum in the markets were hampered by rising
interest rates but as investors' concerns eased, markets picked up again in
the second quarter. By October, investors began to worry about the lack of
growth: GDP in the U.S. did not greatly improve, Europe's growth slowed
sharply and Japan continued to trundle along the bottom. Only in Asia, where
growth was too fast, were earnings expectations met. Fears of rising interest
rates, which are needed to cool these Asian economies, have kept these
markets under pressure for most of the year.
The volatility of the U.S. dollar had a significant impact on the
performance results for U.S. investors. In the first six months of the fiscal
year, the decline in the U.S. dollar helped U.S. investors as the Morgan
Stanley Capital International EAFE Index was up 5.1% as measured in U.S.
dollars but was down 4.6% as measured in local currencies. As the U.S. dollar
rebounded in the second half of the fiscal year, the six month return for the
EAFE Index was up only 2.4% as measured in U.S. dollars but gained 11.1% as
measured in local currencies. For the twelve months ended November 30, 1995,
Italy, Malaysia, Austria and Japan were among the worst performers. The best
performers for this period were Switzerland, Sweden, Finland, and the
Netherlands.
Portfolio Review
For the twelve months ended November 30, 1995, Class A shares provided a
total return of 4.12% and Class B shares returned 3.28%. As measured by the
Morgan Stanley Capital International EAFE Index, the market gained 7.90%. All
of these figures assume reinvestment of any distributions, but exclude the
effect of sales charges.
The Fund was aided by its exposure to Japan, which was increased in July
and August, after the market had bottomed and the outlook for growth and
deregulation of the economy improved. Also helpful was our hedge of yen into
dollars, since the yen depreciated almost 20% over the last 6 months. Other
areas which contributed to performance were technology stocks in Europe,
pharmaceuticals and medical technology, luxury goods, financials, media, and
selected capital goods companies. Areas which hampered performance were
European cyclicals, much of our exposure to southeast Asia (particularly
Korea and Taiwan) and France, where turmoil in the government and its
economic plans have troubled the market for many months.
Outlook
European growth rates have been revised down for 1995 and 1996 to
approximately 2% each year in GDP. Since we expect interest rates to fall
further, the second half of 1996 may well be stronger. With budget deficits
coming down because of spending restraint, monetary policy is the only option
available to create jobs in European countries.
In Japan, the outlook for 1996 growth has improved. A clearer statement on
bank restructuring is due at the end of December, but individual banks have
already taken the initiative to write off bad loans at a faster pace. This
clearing of the decks, coupled with better-than-expected capital spending and
a small improvement from the consumer as deflation eases, could provide the
first GDP growth above 2% in 1996. This has helped the Japanese stock market
considerably in recent months, and we expect further progress to be made.
In Southeast Asia, still the fastest growing part of the world, we expect
GDP growth in 1996 to be only slightly less than in 1995. However, after two
years of very poor performance, we believe 1996 will see an improved market,
providing governments stay the course and let their economies gently cool. We
also believe that Latin America is past the worst of
16
<PAGE>
International Portfolio
its recession, but still expect growth to be relatively slow in 1996 (around
3%) since trouble spots remain.
The Fund is increasing its exposure to economically sensitive areas in the
Japanese market, broadening out from the large exposure to technology which
we held through most of 1995. We are adding selectively to Asia and Latin
America holdings as well. In Europe, we shifted the focus from economically
sensitive to growth and interest rate sensitive stocks in the fourth
quarter--a focus we expect to maintain until earnings expectations catch up
with reality or we see signs of renewed economic growth.
[typeset representation of line chart]
Phoenix International MSCI EAFE EAFE Excluding
Portfolio--Class A Index Japan
11/01/89 9525 10000 10000
11/30/89 9943 10505 10493
11/30/90 9869 8229 11220
11/30/91 10685 8946 11981
11/30/92 9626 8250 12209
11/30/93 11989 10284 15583
11/30/94 13569 11841 16977
11/30/95 14127 12776 19853
Average Annual Total Returns
for Periods Ending 11/30/95
<TABLE>
<CAPTION>
From Inception From Inception
11/1/89 to 7/15/94 to
1 Year 5 Years 11/30/95 11/30/95
<S> <C> <C> <C> <C>
----------------------------------------------------------------------------------------
Class A with 4.75% sales charge -0.83% 6.39% 5.85% --
----------------------------------------------------------------------------------------
Class A at net asset value 4.12% 7.42% 6.70% --
----------------------------------------------------------------------------------------
Class B with CDSC -1.51% -- -- -1.53%
----------------------------------------------------------------------------------------
Class B at net asset value 3.28% -- -- 1.20%
----------------------------------------------------------------------------------------
Morgan Stanley Capital
International EAFE Index* 7.90% 9.20% 4.11% 4.43%
----------------------------------------------------------------------------------------
</TABLE>
This chart assumes an initial gross investment of $10,000 made on 11/1/89
(inception of the Fund) for Class A shares. The total return for Class A
shares reflects the maximum sales charge of 4.75% on the initial investment
and assumes reinvestment of dividends and capital gains. Class B share
performance will be greater or less than that shown based on differences in
inception date, fees and sales charges. The total return (since inception
7/15/94) for Class B shares reflects the 5% contingent deferred sales charge
(CDSC), which is applicable on all shares redeemed during the 1st year after
purchase and 4% for all shares redeemed during the 2nd year after purchase
(scaled down to 3%--3rd year; 2%--4th and 5th year and 0% thereafter).
Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate, so that
your shares, when redeemed, may be worth more or less than the original cost.
*The Morgan Stanley Capital International EAFE Index is an unmanaged but
commonly used measure of foreign stock fund performance which includes net
dividends reinvested. The EAFE index is an aggregate of 15 individual
country indexes in Europe, Australia, New Zealand and the Far East. The
index's performance does not reflect sales charges.
17
<PAGE>
International Portfolio
INVESTMENTS AT NOVEMBER 30, 1995
<TABLE>
<CAPTION>
SHARES VALUE
--------- -------------
<S> <C> <C>
COMMON STOCKS--87.6%
Argentina--0.5%
Quilmes (Beverages) 40,000 $ 660,000
------------
Australia--1.3%
Australia & New Zealand Banking Group
(Banks) 400,000 1,784,387
------------
Austria--0.8%
Austria Mikro Systeme International
(Electronics) 6,240 1,097,730
------------
Chile--1.1%
Enersis S.A. ADR (Utility-Electric) 55,000 1,409,375
------------
Denmark--1.4%
Danisco A/S (Mfg-Food) 42,000 1,936,729
------------
Finland--2.3%
Kymmene OY (Paper & Forest Products) 45,000 1,225,987
Valmet (Machinery) 67,500 1,791,827
------------
3,017,814
------------
France--4.7%
Carrefour Supermarche (Retail-Food) 2,300 1,272,055
Christian Dior SA (Conglomerates) 17,600 1,700,090
Rexel (Business & Public Service) 10,200 1,679,687
SGS-Thomson Microelectronics NV
(Electronics) (b) 2,900 109,489
SGS-Thomson Microelectronics ADR
(Electronics) (b) 38,700 1,441,575
------------
6,202,896
------------
Germany--6.9%
Adidas AG (Textile & Apparel) (b) 37,000 1,973,914
Fresenius (Medical Products &
Supplies) 2,531 2,028,022
Gehe AG (Health Care-Drugs) 3,200 1,454,747
Moebel Walther (Retail) (b) 2,310 855,141
Standard Applications Software AG
Vorzug (Computer Software & Services) 8,000 1,263,216
SGL Carbon AG (Specialty Chemical) (b) 21,600 1,523,000
------------
9,098,040
------------
Hong Kong--7.1%
CDL Hotels International Ltd. (Lodging
& Restaurants) 1,840,000 826,622
Cheung Kong Holdings Ltd. (Real Estate
Development) 200,000 1,137,671
Dao Heng Bank Group Ltd. (Banks) 223,000 821,644
First Pacific Co. HKD (Conglomerates) 1,550,000 1,683,236
Guoco Group (Diversified Financial
Services) 220,000 1,043,813
HSBC Holdings PLC (Banks) 109,000 1,606,443
Hutchison Whampoa Ltd. (Conglomerates) 230,000 1,299,402
New World Development
(Real Estate Development) 250,000 1,043,943
------------
9,462,774
------------
Indonesia--1.6%
Matahari Putra Prima IDR (Retail) 83,000 153,569
PT Astra International (Automobiles) 534,000 1,064,025
Indonesia--continued
Wicaksana Overseas (Wholesale &
Distribution) (b) 360,000 $ 945,916
------------
2,163,510
------------
Italy--1.6%
Olivetti (Office & Business
Equipment) (b) 330,000 218,698
Telecom Italia Mobile-DRNC
(Utility-Telephone Cellular) 1,363,000 1,329,365
Telecom Italia Mobile SPA
(Utility-Telephone Cellular) 320,000 516,171
------------
2,064,234
------------
Japan--14.6%
Daimaru, Inc. (Retail) 120,000 791,884
Hankyu Department Store (Retail) 55,000 731,311
Hoya (Electronics) 24,000 716,241
Keyence Corp. (Electronics) 9,000 1,108,047
Mitsubishi Bank (Banks) 81,000 1,771,102
NKK Corp. (Steel/Metals & Mining) (b) 525,000 1,447,848
Omron Corp. (Electronics) 50,000 1,117,896
Oriental Construction Co. (Engineering
& Construction) 70,000 1,509,899
Ricoh Corp. Ltd. (Office & Business
Equipment) 168,000 1,720,871
Rohm Co. (Electronics) 21,000 1,284,448
Sanwa Bank (Banks) 90,000 1,746,282
Sega Enterprises Ltd. (Entertainment,
Leisure & Gaming) 18,000 975,081
Shinko Electric Industries
(Electronics) (b) 17,000 699,892
SMC Corporation (Machinery) 24,000 1,742,145
TDK Corporation ORD (Electronics) 16,000 813,158
Tokyo Electron Ltd. (Electronics) 27,000 1,154,142
------------
19,330,247
------------
Netherlands--5.1%
Ahrend NV (Office & Business
Equipment) 35,000 1,179,289
Fortis Amev NV (Insurance) 22,000 1,471,654
Heineken NV (Beverages) 7,600 1,333,465
IHC Caland (Oil Service & Equipment) 46,000 1,387,821
Randstad Holdings NV
(Professional Services) 33,000 1,385,286
------------
6,757,515
------------
Norway--1.6%
Unistorebrand (Insurance) 388,000 2,108,331
------------
Peru--1.4%
CPT B Pen (Utility-Telephone) 953,541 1,841,321
------------
Philippines--0.7%
First Philippine Holdings Corp.
(Conglomerates) 297,000 589,803
Metropolitan Bank & Trust Co. (Banks) 16,797 287,060
------------
876,863
------------
Singapore--0.8%
Development Bank of Singapore (Banks) 94,000 1,099,610
------------
See Notes to Financial Statements
18
<PAGE>
SHARES VALUE
--------- -------------
South Korea--4.2%
Daegu Bank (Banks) 12,000 $ 209,932
Hana Bank (Banks) 50,020 1,083,610
Korea Electric Power Corporation
(Utility-Electric) 33,090 1,419,008
Korea First Bank (Banks) 65,000 631,739
L.G. Electronics (Electronics) 15,600 568,818
Pohang Iron & Steel Co. Ltd.
(Metals & Mining) 13,900 1,202,869
Samsung Electronics--GDR (Electronics) 8,300 485,550
Samsung Electronics--GDR 144A
(Electronics) (c) 350 18,851
------------
5,620,377
------------
Spain--1.8%
Acerinox (Metals & Mining) 1,200 120,463
Iberdrola (Utility-Electric) 262,000 2,214,834
------------
2,335,297
------------
Sweden--8.6%
Astra AB Ser A (Health Care-Drugs) 51,550 1,920,167
Autoliv AB Reg S ORD
(Auto & Truck Parts) 27,000 1,595,978
Frontec AB
(Computer Software & Services) (b) 52,100 1,389,016
Hoganas AB-B (Auto & Truck Parts) 84,800 2,454,601
Nordbanken AB (Banks) (b) 72,000 1,228,519
Pharmacia & Upjohn, Inc.
(Health Care-Drugs) 41,000 1,470,875
Stora Kopparbergs Bergs-A Shares
(Paper & Forest Products) 112,000 1,407,678
------------
11,466,834
------------
Switzerland--4.4%
BBC Brown Boveri AG Reg.
(Electrical Equipment) 6,100 1,377,268
Ciba-Geigy AG Reg.
(Health Care-Diversified) 1,950 1,741,160
Sandoz (Health Care-Drugs) 2,180 1,864,804
Swissair-Reg. (Airlines) (b) 1,200 851,666
------------
5,834,898
------------
Taiwan--2.0%
The Taiwan Fund, Inc. (Multi-Industry) 55,000 $ 1,127,500
The R.O.C. Taiwan Fund
(Multi-Industry) 160,000 1,560,000
------------
2,687,500
------------
Thailand--1.1%
PTT Exploration & Production (Oil) 153,000 1,422,973
------------
United Kingdom--12.0%
Allied Irish Banks PLC (Banks) 325,000 1,774,625
British Aerospace Ord.
(Aerospace & Defense) 115,000 1,445,855
British Airways PLC (Airlines) 196,000 1,379,015
BSR (Astec) International PLC
(Electronics) 763,000 1,417,934
Glaxo Wellcome PLC Spons ADR (Health
Care-Drugs) 50,000 1,337,500
Hays PLC (Professional Services) 134,000 774,732
Kingfisher PLC (Retail) 149,000 1,180,514
Reed International PLC (Publishing,
Broadcasting & Cable) 97,000 1,548,914
Siebe PLC (Electronics) 110,000 1,270,266
Standard Chartered PLC (Banks) 172,000 1,594,249
Takare (Hospital Management &
Services) 311,000 941,848
WPP Group (Advertising) 535,000 1,292,903
------------
15,958,355
------------
TOTAL COMMON STOCKS
(Identified cost $106,105,252) 116,237,610
------------
PAR
VALUE
(000)
--------
SHORT-TERM OBLIGATIONS--3.1%
Federal Agency Securities--3.1%
Federal Home Loan Banks 5.80%, 12-1-95 $ 4,075 4,075,000
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $4,075,000) 4,075,000
------------
TOTAL INVESTMENTS--90.7%
(Identified cost $110,180,252) 120,312,610(a)
Cash and receivables, less liabilities--9.3% 12,300,898
------------
NET ASSETS--100.0% $132,613,508
============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $12,313,993 and gross
depreciation of $2,184,084 for federal income tax purposes. At November
30, 1995, the aggregate cost of securities for federal income tax
purposes was $110,182,701.
(b) Non-income producing.
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At November 30,
1995 these securities amounted to a value of $18,851 or 0.01% of net
assets.
ADR--American Depository Receipt.
See Notes to Financial Statements
19
<PAGE>
International Portfolio
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Common Stocks
Advertising 1.1%
Aerospace & Defense 1.2
Airlines 1.9
Auto & Truck Parts 3.5
Automobiles 0.9
Banks 13.5
Beverages 1.7
Business & Public Service 1.5
Computer Software & Services 2.3
Conglomerates 4.5
Diversified Financial Services 0.9
Electrical Equipment 1.2
Electronics 11.5
Engineering & Construction 1.3
Entertainment, Leisure & Gaming 0.8
Health Care-Diversified 1.5
Health Care-Drugs 6.9
Hospital Management & Services 0.8
Insurance 3.1
Lodging & Restaurants 0.7
Machinery 3.0
Manufacturing-Food 1.7
Medical Product 1.7
Metals & Mining 1.2
Multi-Industry 2.3
Office & Business Equipment 2.7
Oil 1.2
Oil Service & Equipment 1.2
Paper & Forest Products 2.3
Professional Services 1.9
Publishing, Broadcasting & Cable 1.3
Real Estate Development 1.9
Retail 3.2
Retail-Food 1.1
Specialty Chemical 1.3
Steel/Metals & Mining 1.2
Textile & Apparel 1.7
Utility-Electric 4.3
Utility-Telephone 1.6
Utility-Telephone Cellular 1.6
Wholesale & Distribution 0.8
----------
100.0%
==========
See Notes to Financial Statements
20
<PAGE>
International Portfolio
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
Assets
Investment securities at value
(Identified cost $110,180,252) $120,312,610
Foreign currency at value
(Identified cost $13,591,294) 13,425,131
Cash 2,243
Receivables
Investment securities sold 1,205,339
Fund shares sold 91,057
Dividends and interest 122,956
Tax reclaim 112,519
------------
Total assets 135,271,855
------------
Liabilities
Net unrealized depreciation on forward currency
contracts 81,690
Payables
Investment securities purchased 1,890,892
Fund shares repurchased 388,461
Transfer agent fee 85,000
Investment advisory fee 83,401
Distribution fee 29,799
Trustees' fee 4,100
Financial agent fee 3,336
Accrued expenses 91,668
------------
Total liabilities 2,658,347
------------
Net Assets $132,613,508
============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $122,636,577
Distributions in excess of net investment income (295,961)
Accumulated net realized gain 368,675
Net unrealized appreciation 9,904,217
------------
Net Assets $132,613,508
============
Class A
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$129,352,075) 10,604,734
Net asset value per share $12.20
Offering price per share
$12.20/(1-4.75%) $12.81
Class B
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$3,261,433) 270,227
Net asset value and offering price per share $12.07
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1995
Investment income
Dividends $ 2,060,683
Interest 1,008,588
Foreign taxes withheld (205,183)
-----------
Total investment income 2,864,088
-----------
Expenses
Investment advisory fee 1,112,314
Distribution fee--Class A 363,982
Distribution fee--Class B 27,156
Financial agent fee 44,493
Transfer agent 481,731
Custodian 303,456
Printing 64,913
Registration 55,002
Professional 41,767
Trustees 15,133
Miscellaneous 40,240
-----------
Total expenses 2,550,187
-----------
Net investment income 313,901
-----------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 1,590,153
Net realized loss on foreign currency transactions (1,387,289)
Net unrealized appreciation on investments and
foreign currency transactions 4,460,307
-----------
Net gain on investments 4,663,171
-----------
Net increase in net assets resulting from operations $ 4,977,072
===========
See Notes to Financial Statements
21
<PAGE>
International Portfolio
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Year
Ended Ended
November 30, 1995 November 30, 1994
------------------- ---------------------
<S> <C> <C>
From Operations
Net investment income $ 313,901 $ 308,093
Net realized gain 202,864 10,425,348
Net unrealized appreciation 4,460,307 327,619
------------------ -------------------
Increase in net assets resulting from operations 4,977,072 11,061,060
------------------ -------------------
From Distributions to Shareholders
Net realized gains--Class A (11,650,763) --
Net realized gains--Class B (157,020) --
------------------ -------------------
Decrease in net assets from distributions to shareholders (11,807,783) --
------------------ -------------------
From Share Transactions
Class A
Proceeds from sales of shares (3,960,774 and 10,043,583
shares, respectively) 46,334,510 128,459,934
Net asset value of shares issued from reinvestment of
distributions (967,317 and 0 shares, respectively) 10,969,371 --
Cost of shares repurchased (7,623,764 and 4,917,095
shares, respectively) (89,077,200) (62,878,186)
------------------ -------------------
Total (31,773,319) 65,581,748
------------------ -------------------
Class B
Proceeds from sales of shares (171,608 and 207,342 shares,
respectively) 2,007,010 2,712,515
Net asset value of shares issued from reinvestment of
distributions (10,925 and 0 shares, respectively) 123,448 --
Cost of shares repurchased (70,364 and 49,284 shares,
respectively) (821,816) (642,543)
------------------ -------------------
Total 1,308,642 2,069,972
------------------ -------------------
(Decrease) increase in net assets from share transactions (30,464,677) 67,651,720
------------------ -------------------
Net (decrease) increase in net assets (37,295,388) 78,712,780
Net Assets
Beginning of period 169,908,896 91,196,116
------------------ -------------------
End of period (including distributions in excess of net
investment income of ($295,961) and ($105,915),
respectively) $132,613,508 $169,908,896
================== ===================
</TABLE>
See Notes to Financial Statements
22
<PAGE>
International Portfolio
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
Class A
---------------------------------------------------------------
Year Ended November 30,
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.63 $11.16 $ 8.96 $10.90 $10.27
Income from investment operations((5))
Net investment income (loss) 0.03((1)) (0.01) -- 0.11 0.15
Net realized and unrealized gain (loss) 0.42 1.48 2.20 (1.10) 0.69
--------- --------- --------- --------- ----------
Total from investment operations 0.45 1.47 2.20 (0.99) 0.84
--------- --------- --------- --------- ----------
Less distributions
Dividends from net investment income -- -- -- (0.12) (0.21)
Dividends from net realized gains (0.88) -- -- (0.64) --
Distribution in excess of accumulated net
investment income -- -- -- (0.19) --
--------- --------- --------- --------- ----------
Total distributions (0.88) -- -- (0.95) (0.21)
--------- --------- --------- --------- ----------
Change in net asset value (0.43) 1.47 2.20 (1.94) 0.63
--------- --------- --------- --------- ----------
Net asset value, end of period $12.20 $12.63 $11.16 $ 8.96 $10.90
========= ========= ========= ========= ==========
Total return((2)) 4.12% 13.17% 24.55% -9.91% 8.26%
Ratios/supplemental data:
Net assets, end of period (thousands) $129,352 $167,918 $91,196 $26,188 $21,427
Ratio to average net assets of:
Operating expenses 1.70% 1.47% 1.78% 1.97% 2.09%
Net investment income (loss) 0.23% 0.20% (0.04)% 0.85% 1.29%
Portfolio turnover 236% 186% 191% 82% 128%
</TABLE>
<TABLE>
<CAPTION>
Class B
----------------------------
Year From
Ended Inception
November 30, 7/15/94 to
1995 11/30/94
------------ -------------
<S> <C> <C>
Net asset value, beginning of period $12.60 $12.80
Income from investment operations((5))
Net investment income (loss) (0.07)((1)) (0.01)
Net realized and unrealized gain (loss) 0.42 (0.19)
---------- ------------
Total from investment operations 0.35 (0.20)
---------- ------------
Less distributions
Dividends from net investment income -- --
Dividends from net realized gains (0.88) --
Distribution in excess of accumulated net
investment income -- --
---------- ------------
Total distributions (0.88) --
---------- ------------
Change in net asset value (0.53) (0.20)
---------- ------------
Net asset value, end of period $12.07 $12.60
========== ============
Total return((2)) 3.28% -1.56%((4))
Ratios/supplemental data:
Net assets, end of period (thousands) $3,261 $1,991
Ratio to average net assets of:
Operating expenses 2.50% 1.93%((3))
Net investment income (loss) (0.61%) 0.36%((3))
Portfolio turnover 236% 186%
</TABLE>
((1)) Computed using average shares outstanding.
((2)) Maximum sales charges are not reflected in the total return
calculation.
((3)) Annualized
((4)) Not annualized
((5)) Distributions are made in accordance with the prospectus; however,
class level per share income from investment operations may vary from
anticipated results depending on the time of share purchases and
redemptions.
See Notes to Financial Statements
23
<PAGE>
PHOENIX REAL ESTATE SECURITIES PORTFOLIO
Fund Description
Phoenix Real Estate Securities Portfolio invests in marketable securities
of publicly-traded real estate investment trusts (REITs) and companies that
operate, develop, manage and/or invest in real estate primarily in the U.S.
Investment Environment
In general, real estate markets are in a state of supply and demand
balance. Economic and employment growth during the last several years,
combined with modest levels of new construction, have led to steady and
significant improvement in real estate occupancy rates. Apartments are nearly
95% occupied in most markets. New construction has remained in control
despite warnings earlier this year of increased apartment permitting. The
office, office-industrial and hotel sectors have seen the most dramatic
improvement during 1995. These markets emerged later from the real estate
downturn and are benefiting now from a virtual lack of new construction. As
fundamentals continue to improve and traditional investors return to these
sectors, we expect improved values due to the return of normal liquidity. A
note of caution, however, must be sounded for the retail sector. The retail
industry is struggling due to competition among major retailers and expansion
of competing retail formats in the face of slow consumer spending growth. As
a result, regional malls, discounters, strip malls and factory outlets are
competing fiercely for shares of the retail spending pie.
Performance in the REIT market in 1995 has been driven by the underlying
real estate fundamentals, with office and hotel REITs among the strongest
performers and retail REITs among the weaker.
Portfolio Review
Phoenix Real Estate Securities Portfolio, which was launched on March 1,
1995, performed well during this reporting period. From its inception date
through November 30, 1995, the Fund posted a total return of 9.87% for Class
A shares and 9.21% for Class B shares. The NAREIT Equity Index recorded a
total return of 9.03% for the same period. All these figures assume
reinvestment of any distributions, but exclude the effect of sales charges.
The Fund benefited from strong performance by some of its key holdings.
Bay Apartments (apartment), Kimco Realty (retail), Highwoods Properties
(office) and Starwood Lodging Trust (hotel) enjoyed growing market demand due
to favorable earnings growth forecasts. The Fund also benefited from its
investment strategy to concentrate in key sectors that were expected to
outperform the market during 1995. Currently, the Fund is overweighted in the
apartment, office and hotel sectors and underweighted in the retail sector.
Outlook
The favorable outlook for the real estate industry translates into strong
consensus growth estimates for Funds From Operations (FFO) in the REIT market
in 1996. (FFO is the earnings indicator used in the REIT industry to measure
dividend paying ability.) REIT FFOs are forecasted to grow 8.5% over the
course of 1996.
During 1995, share prices have barely kept pace with income growth.
Current dividend yields have been slow to decline despite tremendous strength
in the broad equity markets and steady declines in long-term bond yields. The
average dividend yield for equity REITs on November 30, 1995 was 7.75%. This
represents a spread over 10-year treasury notes of 185 basis points, the
widest spread over treasury yields since the depths of the real estate
recession in 1990. REITs also offer a much wider spread over the S&P 500 than
at the beginning of the year.
We believe that improving fundamentals in the real estate industry point
to continued solid earnings growth for REITs. Additionally, income yields are
high compared to alternative investments. In the wake of the tremendous bull
market in stocks and bonds during 1995, we believe REIT share prices offer
value. We expect to continue our emphasis on the office, industrial and hotel
sectors, which offer the best prospects for income and growth. We will also
continue to focus on companies with strong management, excellent track
records and low debt levels.
24
<PAGE>
Real Estate Securities Portfolio
[typeset representation of line chart]
Phoenix Real Estate Phoenix Real Estate
Securities Portfolio Securities Portfolio
--Class A --Class B NAREIT*
03/01/95 9525 10000 10000
11/30/95 10464 10421 10903
Total Return for Period Ending 11/30/95
From Inception
3/1/95 to
11/30/95
Class A with 4.75% sales charge 4.64%
Class A at net asset value 9.87%
Class B with CDSC 4.21%
Class B at net asset value 9.21%
NAREIT Index* 9.03%
The total return for Class A shares reflects the maximum sales charge of
4.75% on the initial investment and assumes reinvestment of dividends and
capital gains. The total return for Class B shares reflects the 5% contingent
deferred sales charge (CDSC), which is applicable on all shares redeemed
during the 1st year after purchase and 4% for all shares redeemed during the
2nd year after purchase (scaled down to 3%--3rd year; 2%--4th and 5th year
and 0% thereafter). Returns indicate past performance, which is not
predictive of future performance. Investment return and net asset value will
fluctuate, so that your shares, when redeemed, may be worth more or less than
the original cost.
* The National Association of Real Estate Investment Trusts (NAREIT) Equity
Index is a commonly used, unmanaged indicator of REIT performance. The
index does not reflect sales charges.
25
<PAGE>
Real Estate Securities Portfolio
INVESTMENTS AT NOVEMBER 30, 1995
<TABLE>
<CAPTION>
SHARES VALUE
------ ------------
<S> <C> <C>
COMMON STOCKS--99.9%
REAL ESTATE INVESTMENT TRUSTS--98.6%
COMMERCIAL--20.0%
Industrial--5.0%
Security Capital Industrial Trust 25,800 $ 428,925
Weeks Corporation 16,200 368,550
-----------
797,475
-----------
Office--9.6%
Cali Realty Corp. 6,500 128,375
Duke Realty Investments, Inc. 13,600 377,400
Highwoods Properties, Inc. 21,400 564,425
Spieker Properties, Inc. 19,400 475,300
-----------
1,545,500
-----------
Storage--5.4%
Shurgard Storage Centers, Inc. 15,400 394,625
Storage USA, Inc. 16,000 486,000
-----------
880,625
-----------
TOTAL COMMERCIAL 3,223,600
-----------
DIVERSIFIED--1.7%
Colonial Properties Trust 11,100 273,338
-----------
HEALTH CARE--8.0%
Health Care Properties Inv., Inc. 18,700 626,450
Nationwide Health Properties, Inc. 16,600 659,850
-----------
1,286,300
-----------
RESIDENTIAL--36.9%
Apartments--31.3%
Avalon Properties, Inc. 16,300 317,850
Bay Apartments Community, Inc. 22,200 482,850
Camden Property Trust 14,800 305,250
Equity Residential Properties Trust 19,400 601,400
Evans Withycombe Residential, Inc. 24,000 456,000
Merry Land & Investment Co. 26,200 579,675
Oasis Residential, Inc. 23,700 494,737
Post Properties, Inc. 15,900 480,975
Security Capital Pacific Trust 26,600 512,050
South West Property Trust 25,800 322,500
United Dominion Realty Trust 33,500 473,188
-----------
5,026,475
-----------
Manufactured Homes--5.6%
Chateau Properties, Inc. 11,000 239,250
Manufactured Home Communities 11,500 201,250
Sun Communities, Inc. 18,400 460,000
-----------
900,500
-----------
TOTAL RESIDENTIAL 5,926,975
-----------
RETAIL--32.0%
Community/Neighborhood--13.7%
Developers Diversified Realty Corp. 18,200 $ 514,150
Federal Realty Investment Trust 15,800 347,600
Kimco Realty Corp. 8,300 332,000
Regency Realty Corp. 8,800 145,200
Vornado Realty Trust 13,500 479,250
Weingarten Realty Investors 8,900 304,825
Western Investment Real Estate Trust 7,300 77,562
-----------
2,200,587
-----------
Factory Outlet--3.2%
Chelsea G.C.A. Realty, Inc. 18,500 515,688
-----------
Hotels--5.3%
FelCor Suite Hotels, Inc. 11,000 319,000
Patriot American Hospitality 14,600 346,750
Starwood Lodging Trust 7,000 193,375
-----------
859,125
-----------
Regional Malls--9.8%
DeBartolo Realty Corp. 24,400 314,150
J.P. Realty, Inc. 19,900 395,513
Simon Property Group, Inc. 20,300 471,975
Taubman Centers, Inc. 42,100 394,687
-----------
1,576,325
-----------
TOTAL RETAIL 5,151,725
-----------
TOTAL REAL ESTATE INVESTMENT TRUSTS
(Identified cost $15,570,911) 15,861,938
-----------
REAL ESTATE OPERATING COMPANY--1.3%
Hotel--1.3%
Host Marriott Corp. (b) 15,900 204,712
-----------
TOTAL REAL ESTATE OPERATING COMPANY
(Identified cost $200,892) 204,712
-----------
TOTAL COMMON STOCKS
(Identified cost $15,771,803) 16,066,650
-----------
</TABLE>
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000)
--------- ------- --------------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--1.1%
Commercial Paper--1.1%
Merrill Lynch & Co.,
Inc. 5.76%, 12-7-95 A-1+ $ 170 169,837
-------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $169,837) 169,837
-------------
TOTAL INVESTMENTS--101.0%
(Identified cost $15,941,640) 16,236,487(a)
Cash and receivables, less liabilities--(1.0%) (156,121)
-------------
NET ASSETS--100.0% $16,080,366
=============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $565,292 and gross
depreciation of $276,846 for federal income tax purposes. At November 30,
1995 the aggregate cost of securities for federal income tax purposes was
$15,948,041.
(b) Non-income producing.
See Notes to Financial Statements
26
<PAGE>
Real Estate Securities Portfolio
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
Assets
Investment securities at value
(Identified cost $15,941,640) $16,236,487
Cash 49,837
Receivables
Fund shares sold 292
Dividends 30,764
Receivable from adviser 16,990
Prepaid expenses 12,612
-----------
Total assets 16,346,982
-----------
Liabilities
Payables
Investment securities purchased 217,430
Fund shares repurchased 16,560
Distribution fee 4,536
Trustees' fee 4,100
Transfer agent fee 3,600
Financial agent fee 386
Accrued expenses 20,004
-----------
Total liabilities 266,616
-----------
Net Assets $16,080,366
===========
Net Assets Consist of:
Capital paid in on shares of beneficial interest 15,554,606
Undistributed net investment income 211,093
Accumulated net realized gain 19,820
Net unrealized appreciation 294,847
-----------
Net Assets $16,080,366
===========
Class A
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$13,841,668) 1,291,677
Net asset value per share $10.72
Offering price per share
$10.72/(1-4.75%) $11.25
Class B
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$2,238,698) 209,589
Net asset value and offering price per share $10.68
STATEMENT OF OPERATIONS
FROM INCEPTION MARCH 1, 1995 TO
NOVEMBER 30, 1995
Investment Income
Dividends $ 463,802
Interest 23,054
---------
Total investment income 486,856
---------
Expenses
Investment advisory fee 51,536
Distribution fee--Class A 15,236
Distribution fee--Class B 7,771
Financial agent fee 2,061
Registration 41,733
Transfer agent 38,383
Professional 17,013
Custodian 15,621
Trustees 10,601
Printing 7,394
Miscellaneous 1,127
---------
Total expenses 208,476
Less expenses borne by investment
adviser (113,319)
---------
Net expenses 95,157
---------
Net investment income 391,699
---------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 19,820
Net unrealized appreciation on investments 294,847
---------
Net gain on investments 314,667
---------
Net increase in net assets resulting from
operations $ 706,366
=========
See Notes to Financial Statements
27
<PAGE>
Real Estate Securities Portfolio
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
From Inception
3/1/95 to
11/30/95
--------------
<S> <C>
From Operations
Net investment income $ 391,699
Net realized gain 19,820
Net unrealized appreciation 294,847
-------------
Increase in net assets resulting from operations 706,366
-------------
From Distributions to Shareholders
Net investment income--Class A (192,639)
Net investment income--Class B (26,085)
-------------
Decrease in net assets from distributions to shareholders (218,724)
-------------
From Share Transactions
Class A
Proceeds from sales of shares (1,293,809 shares) 13,414,115
Net asset value of shares issued from reinvestment of distributions (17,043
shares) 180,926
Cost of shares repurchased (19,175 shares) (210,731)
-------------
Total 13,384,310
-------------
Class B
Proceeds from sales of shares (208,805 shares) 2,200,102
Net asset value of shares issued from reinvestment of distributions (1,955
shares) 20,860
Cost of shares repurchased (1,171 shares) (12,548)
-------------
Total 2,208,414
-------------
Increase in net assets from share transactions 15,592,724
-------------
Net increase in net assets 16,080,366
Net Assets
Beginning of period 0
-------------
End of period (including undistributed net investment income of $211,093) $16,080,366
=============
</TABLE>
See Notes to Financial Statements
28
<PAGE>
Real Estate Securities Portfolio
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
Class A Class B
------------------ -------------------
From From
Inception Inception
3/1/95 3/1/95
to 11/30/95 to 11/30/95
------------------ -------------------
<S> <C> <C>
Net asset value, beginning of period $10.00 $10.00
Income from investment operations
Net investment income 0.43((1)(5)) 0.36((1)(5))
Net realized and unrealized gain 0.55 0.56
---------------- -----------------
Total from investment operations 0.98 0.92
---------------- -----------------
Less distributions
Dividends from net investment income (0.26) (0.24)
---------------- -----------------
Total distributions (0.26) (0.24)
---------------- -----------------
Change in net asset value 0.72 0.68
---------------- -----------------
Net asset value, end of period $ 10.72 $10.68
================ =================
Total return((2)) 9.87%((4)) 9.21%((4))
Ratios/supplemental data:
Net assets, end of period (thousands) $13,842 $2,239
Ratio to average net assets of:
Operating expenses 1.30%((3)) 2.05%((3))
Net investment income 5.79%((3)) 5.03%((3))
Portfolio turnover 9%((4)) 9%((4))
</TABLE>
((1)) Includes reimbursement of operating expenses by investment adviser of
$0.12 and $0.12, respectively.
((2)) Maximum sales charges are not reflected in the total return
calculation.
((3)) Annualized
((4)) Not annualized
((5)) Computed using average shares outstanding.
See Notes to Financial Statements
29
<PAGE>
PHOENIX EMERGING MARKETS BOND PORTFOLIO
Fund Description
Phoenix Emerging Markets Bond Portfolio, our newest fixed-income fund,
seeks high current income and long-term capital appreciation by investing in
emerging debt markets. The Fund currently concentrates its investments in
three main geographic areas: Latin America, Central and Eastern Europe, and
developing Asian countries.
Investment Environment
Earlier this year, currency and liquidity problems in some developing
countries caused significant volatility within the Latin American debt
market. Overall, the performance for emerging market debt was significantly
depressed during the first quarter of 1995, but has since rebounded strongly
and has outperformed the overall domestic fixed income market on a
year-to-date basis. The year-to-date and twelve months returns ended November
30, 1995 for the J.P. Morgan Emerging Markets Bond Index Plus were 18.38% and
10.72%, respectively. For the same periods, the Lehman Brothers Aggregate
Bond Index has provided total returns of 16.84% and 17.65%.
Portfolio Review
Phoenix Emerging Bond Markets Portfolio was successfully launched on
September 5, 1995, and performed solidly during its start-up phase. From its
inception on September 5, 1995 through November 30, 1995, Class A shares
provided a total return of 4.40% and Class B shares returned 4.22%. Over the
same period, the J.P. Morgan Emerging Markets Bond Index Plus returned 5.78%.
All of these figures assume reinvestment of any distributions, but exclude
the effect of sales charges.
During this fiscal reporting period, we focused on countries whose
economies and fiscal health continue to improve. Specifically, the portfolio
had significant exposure to Latin America (Brazil, Argentina, Mexico), Europe
(Poland, Bulgaria), Russia and Asia (Indonesia, Philippines). Approximately
one half of the portfolio's assets were invested in Brady bonds.
Outlook
In the months ahead, we expect to continue to focus on Latin America. In
Brazil, we are encouraged by the success of the economic stabilization plan,
the "Plano Real." During his first year in office, President Cardoso, the
architect of "Plano Real," and his economic team have had considerable
success in securing congressional passage of long-term economic and legal
reforms. Substantial progress has been made in privatizing state-owned
companies, opening the trade sector and in reforming government
administration and pension laws. Looking forward, continued reform of
government administration and pension laws should translate into improved
budgetary performance. This in turn should facilitate the reduction of
domestic debt levels and an improving credit picture for Brazil.
Argentina is beginning to recover from a year of recession. We are further
encouraged by the relative low level of inflation. President Menem's May 1995
reelection and his party's control in both houses of Congress provide a
strong basis for continued economic, legal, administrative and tax reforms.
While Mexico has had political and economic turmoil in 1995, we believe
that the economy should improve in 1996, particularly with strong support
from the U.S. The political situation remains a wild card, but we believe
that political reform will progress as well. Recently Mexico regained access
to international capital markets, a highly positive step.
Outside of Latin America, we look with continued interest at investments
in Russia. While the news remains mixed, we are encouraged by the expected
economic and political reforms. Overall, we believe that in the coming year,
the emerging markets segment will be one of the better performers in the
fixed-income markets.
Total Return for Period Ending 11/30/95
From Inception
9/5/95 to
11/30/95
- --------------------------------------------------------------
Class A with 4.75% sales charge (0.57)%
- --------------------------------------------------------------
Class A at net asset value 4.40%
- --------------------------------------------------------------
Class B with CDSC (0.77)%
- --------------------------------------------------------------
Class B at net asset value 4.22%
- --------------------------------------------------------------
JP Morgan Emerging Markets Bond Index Plus* 5.78%
- --------------------------------------------------------------
The total return for Class A shares reflects the maximum sales charge of
4.75% on the initial investment and assumes reinvestment of dividends and
capital gains. The total return for Class B shares reflects the 5% contingent
deferred sales charge (CDSC), which is applicable on all shares redeemed
during the 1st year after purchase and 4% for all shares redeemed during the
2nd year after purchase (scaled down to 3%--3rd year; 2%--4th and 5th year
and 0% thereafter). Returns indicate past performance, which is not
predictive of future performance. Investment return and net asset value will
fluctuate, so that your shares, when redeemed, may be worth more or less than
the original cost.
* The JP Morgan Emerging Markets Bond Index Plus tracks total returns for
traded external debt instruments in the emerging markets. Included in the
index are U.S. dollar- and other external-denominated Brady bonds, loans,
Eurobonds, and local markets instruments. The index does not reflect sales
charges.
30
<PAGE>
Emerging Markets Bond Portfolio
INVESTMENTS AT NOVEMBER 30, 1995
<TABLE>
<CAPTION>
MOODY'S PAR
RATING VALUE
(Unaudited) (000) VALUE
--------- ----- --------------
<S> <C> <C> <C>
FOREIGN NON-CONVERTIBLE BONDS--22.7%
Indonesia--3.1%
Asia Pulp & Paper Co. Yankee
11.75%, '05 (Paper & Forest
Products) Ba $ 400 $ 394,000
-------------
Mexico--18.8%
Banco Mexico 7.25%, '04
(Banks) Ba 2,100 1,580,250
Cemex SA 8.875%, '98
(Industrial) Ba 450 420,750
Ispat Mexicana SA Euro
10.375%, '01 (Steel) NR 450 396,000
-------------
2,397,000
-------------
Philippines--0.8%
Philippine CE Casecnan Water
11.95%, '10 (Utility) NR 100 100,250
-------------
TOTAL FOREIGN NON-CONVERTIBLE BONDS
(Identified cost $2,906,168) 2,891,250
-------------
FOREIGN GOVERNMENT SECURITIES--72.2%
Argentina--18.2%
Argentina Bocon Pre2
Debenture, PIK interest
capitalization, 5.6875%, '01
(c) NR 1,670 1,232,404
Republic of Argentina Global
Euro 8.375%, '03 B 400 324,520
Republic of Argentina Par L-GP
5%, '23 (c) B 1,200 630,750
Republic of Argentina L Euro
6.81250%, '05 (c) B 200 130,750
-------------
2,318,424
-------------
Brazil--21.7%
Republic of Brazil Exit Euro
6%, '13 NR 500 265,000
Republic of Brazil DCB-L Euro
6.875%, '12 (c) NR 750 405,937
Republic of Brazil, interest
capitalization, Series C Euro
8%, '14 NR 2,547 1,351,449
Republic of Brazil El-L Euro
6.81250%, '06 (c) NR 625 413,672
Republic of Brazil Par Z-L
Euro 4.25%, '24 (c) NR 650 325,406
-------------
2,761,464
-------------
Bulgaria--6.1%
Bulgaria FLIRB-A Bear Euro 2%,
'12 (c) NR 1,500 415,350
Bulgaria--continued
Republic of Bulgaria IAB, PDI
Euro 6.75%, '11 (c) NR $ 810 $ 361,969
-------------
777,319
-------------
Costa Rica--0.9%
Banco Central Costa Rica
Principal A 6.25%, '10 NR 200 119,000
-------------
Ecuador--7.1%
Ecuador Global Par Euro 3%,
'25 (c) NR 600 204,000
Republic of Ecuador PDI Euro,
interest capitalization,
7.25%, '15 (c) NR 2,104 697,140
-------------
901,140
-------------
Panama--2.0%
Republic of Panama
Non-performing Loans (b) NR 400 261,000
-------------
Peru--1.6%
Peru Citibank Non-performing
Loans (b) NR 300 202,500
-------------
Philippines--2.7%
Central Bank Philippines
FLIRB-B Euro 5%, '08 NR 450 345,960
-------------
Poland--6.5%
Poland RSTA 2.75%, '24 (c) NR 850 405,875
Poland PDI B 3.75%, '14 (c) NR 650 419,656
-------------
825,531
-------------
Russia--5.4%
Vnescheconombank Loans Yankee
(b) NR 2,200 694,375
-------------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $8,906,623) 9,206,713
-------------
TOTAL LONG-TERM INVESTMENTS--94.9%
(Identified cost $11,812,791) 12,097,963
-------------
SHORT-TERM OBLIGATIONS--8.9%
Commercial Paper--8.9%
Philip Morris Cos., Inc.
5.73%, 12-4-95 P-1 410 409,804
Merrill Lynch & Co., Inc.
5.76%, 12-7-95 P-1 465 464,554
BellSouth Telecommunications,
Inc. 5.71%, 12-20-95 P-1 265 264,201
-------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,138,559) 1,138,559
-------------
TOTAL INVESTMENTS--103.8%
(Identified cost $12,951,350) 13,236,522(a)
Cash and receivables, less liabilities--(3.8%) (491,682)
-------------
NET ASSETS--100.0% $12,744,840
=============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $629,857 and gross
depreciation of $346,185 for income tax purposes. At November 30, 1995,
the aggregate cost of securities for federal income tax purposes was
$12,952,850.
(b) Non-income producing.
(c) Variable or step coupon bond; interest rate reflects the rate currently
in effect.
See Notes to Financial Statements
31
<PAGE>
Emerging Markets Bond Portfolio
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
Assets
Investment securities at value
(Identified cost $12,951,350) $13,236,522
Receivables
Fund shares sold 174,947
Interest 515,346
Receivable from adviser 5,625
Prepaid expenses 41,385
-----------
Total assets 13,973,825
-----------
Liabilities
Payables
Custodian 29,075
Investment securities purchased 1,173,215
Fund shares repurchased 193
Trustees' fee 3,000
Transfer agent fee 3,000
Distribution fee 2,572
Financial agent fee 284
Accrued expenses 17,646
-----------
Total liabilities 1,228,985
-----------
Net Assets $12,744,840
===========
Net Assets Consist of:
Capital paid in on shares of beneficial interest $12,506,388
Undistributed net investment income 5,701
Accumulated net realized loss (52,421)
Net unrealized appreciation 285,172
-----------
Net Assets $12,744,840
===========
Class A
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets
$12,148,841) 1,193,158
Net asset value per share $10.18
Offering price per share
$10.18/(1-4.75%) $10.69
Class B
Shares of beneficial interest outstanding, $1 par
value, unlimited authorization (Net Assets $595,999) 58,553
Net asset value and offering price per share $10.18
STATEMENT OF OPERATIONS
FROM INCEPTION SEPTEMBER 5, 1995 TO
NOVEMBER 30, 1995
Investment Income
Interest $307,790
--------
Total investment income 307,790
--------
Expenses
Investment advisory fee 19,244
Distribution fee--Class A 6,278
Distribution fee--Class B 548
Financial agent fee 770
Registration 15,328
Transfer agent 9,180
Professional 8,779
Printing 4,500
Custodian 4,480
Trustees 3,500
Miscellaneous 2,076
--------
Total expenses 74,683
Less expenses borne by investment
adviser (35,783)
--------
Net expenses 38,900
--------
Net investment income 268,890
--------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized loss on securities (47,814)
Net unrealized appreciation on investments 285,172
--------
Net gain on investments 237,358
--------
Net increase in net assets resulting from
operations $506,248
========
See Notes to Financial Statements
32
<PAGE>
Emerging Markets Bond Portfolio
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
From Inception
9/5/95 to
11/30/95
--------------
<S> <C>
From Operations
Net investment income $ 268,890
Net realized loss (47,814)
Net unrealized appreciation 285,172
-------------
Increase in net assets resulting from operations 506,248
-------------
From Distributions to Shareholders
Net investment income--Class A (273,459)
Net investment income--Class B (6,598)
-------------
Decrease in net assets from distributions to shareholders (280,057)
-------------
From Share Transactions
Class A
Proceeds from sales of shares (1,168,270 shares) 11,682,486
Net asset value of shares issued from reinvestment of distributions (26,928
shares) 269,932
Cost of shares repurchased (2,040 shares) (19,703)
-------------
Total 11,932,715
-------------
Class B
Proceeds from sales of shares (58,050 shares) 580,946
Net asset value of shares issued from reinvestment of distributions (592 shares) 5,911
Cost of shares repurchased (89 shares) (923)
-------------
Total 585,934
-------------
Increase in net assets from share transactions 12,518,649
-------------
Net increase in net assets 12,744,840
Net Assets
Beginning of period 0
-------------
End of period (including undistributed net investment income of $5,701) $12,744,840
=============
</TABLE>
See Notes to Financial Statements
33
<PAGE>
Emerging Markets Bond Portfolio
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
Class A Class B
------------ -------------
From From
Inception Inception
9/5/95 to 9/5/95 to
11/30/95 11/30/95
------------ -------------
<S> <C> <C>
Net asset value, beginning of period $10.00 $10.00
Income from investment operations
Net investment income 0.25((1)(5)) 0.22((1)(5))
Net realized and unrealized gain 0.18 0.20
---------- ------------
Total from investment operations 0.43 0.42
---------- ------------
Less distributions
Dividends from net investment income (0.25) (0.24)
---------- ------------
Total distributions (0.25) (0.24)
---------- ------------
Change in net asset value 0.18 0.18
---------- ------------
Net asset value, end of period $ 10.18 $10.18
========== ============
Total return((2)) 4.40%((4)) 4.22%((4))
Ratios/supplemental data:
Net assets, end of period (thousands) $12,149 $596
Ratio to average net assets of:
Operating expenses 1.50%((3)) 2.25%((3))
Net investment income 10.48%((3)) 10.29%((3))
Portfolio turnover 38%((4)) 38%((4))
</TABLE>
((1)) Includes reimbursement of operating expenses by investment adviser of
$0.03 and $0.03, respectively.
((2)) Maximum sales charges are not reflected in the total return
calculation.
((3)) Annualized
((4)) Not annualized
((5)) Computed using average shares outstanding.
See Notes to Financial Statements
34
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
The Phoenix Multi-Portfolio 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. To date, seven Portfolios are offered for sale: Tax-Exempt Bond
Portfolio, Capital Appreciation Portfolio, International Portfolio, Real
Estate Securities Portfolio, Emerging Markets Bond Portfolio, Endowment
Equity Portfolio and Diversified Income Portfolio. The Endowment Equity
Portfolio and Diversified Income Portfolio are reported separately from these
financial statements.
The Trust offers both Class A and Class B shares. Class A shares are sold
with a front-end sales charge of up to 4.75%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on
the period of time the shares are held. Both classes of shares have identical
voting, dividend, liquidation and other rights and the same terms and
conditions, except that each class bears different distribution expenses and
has exclusive voting rights with respect to its distribution plan. Income and
expenses of each Portfolio are borne pro rata by the holders of both classes
of shares, except that each class bears distribution expenses unique to that
class.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
A. Security valuation:
Equity securities traded on an exchange or quoted on the over-the-counter
market are valued at the last sale price, or if there had been no sale that
day, at the last bid price. Debt securities are valued on the basis of broker
quotations or valuations provided by a pricing service which utilizes
information with respect to market transactions in comparable securities,
quotations from dealers, and various relationships between securities in
determining value.
Short-term investments having a remaining maturity of less than sixty days
are valued at amortized cost which approximates market. All other securities
and assets are valued at 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. Interest income is
recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date or, in the case of certain foreign securities, as soon as the portfolio
is notified. Realized gains and losses are determined on the identified cost
basis. The Trust does not amortize premiums but does amortize discounts
except for the Tax-Exempt Bond Portfolio which amortizes both premiums and
discounts over the life of the respective securities using the effective
interest method.
C. Income taxes:
Each of the Portfolios is treated as a separate taxable entity. It is the
policy of each Portfolio in the Trust to comply with the requirements of the
Internal Revenue Code (the Code), applicable to regulated investment
companies, and to distribute substantially all of its taxable and tax-exempt
income to its shareholders. In addition, each Portfolio 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 Portfolio 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, operating losses 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 date of settlement. 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. Forward currency contracts:
The Capital Appreciation Portfolio and the International Portfolio may
enter into forward currency contracts in con- junction with the planned
purchase or sale of foreign denominated securities in order to hedge the U.S.
dollar cost or proceeds. Forward currency contracts involve, to varying
degrees, elements of market risk in excess of the amount recognized in the
statement of assets and liabilities. Risks arise from the possible movements
in foreign exchange rates or if the counterparty does not perform under the
contract.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which
35
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 1995 (Continued)
may be any number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are
traded directly between currency traders and their customers. The contract is
marked-to-market daily and the change in market value is recorded by each
Portfolio as an unrealized gain (or loss). When the contract is closed or
offset with the same counterparty, the Portfolio records a realized gain (or
loss) equal to the change in the value of the contract when it was opened and
the value at the time it was closed or offset.
G. Futures contracts:
A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. A Portfolio may enter into
financial futures contracts as a hedge against anticipated changes in the
market value of their portfolio securities. Upon entering into a futures
contract the Portfolio is required to pledge to the broker an amount of cash
and/or securities equal to the "initial margin" requirements of the futures
exchange on which the contract is traded. Pursuant to the contract, the
Portfolio agrees to receive from or pay to the broker an amount of cash equal
to the daily fluctuation in value of the contract. Such receipts or payments
are known as variation margin and are recorded by the Portfolio as unrealized
gains or losses. When the contract is closed, the Portfolio records a
realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time it was closed.
The potential risk to the Portfolio is that the change in value of the
futures contract may not correspond to the change in value of the hedged
instruments.
H. Security lending:
The Trust (with the exception of the Real Estate Securities Portfolio)
loans securities to qualified brokers through an agreement with State Street
Bank & Trust (the Custodian) and Brown Brothers, Harriman, custodian for the
International Portfolio. Under the terms of the agreement, the Trust receives
collateral with a market value not less than 100% of the market value of
loaned securities. Collateral consists of cash, securities issued or
guaranteed by the U.S. Government or its agencies and the sovereign debt of
foreign countries. Interest earned on the collateral and premiums paid by the
borrower are recorded as interest income by the Trust net of fees charged by
the Custodian for its services in connection with this securities lending
program. Lending portfolio securities involves a risk of delay in the
recovery of the loaned securities or in the foreclosure on collateral. At
November 30, 1995, the Trust had the following market value of security loans
and collateral:
Value of
Securities Value of
on Loan Collateral
---------- -----------
Capital Appreciation Portfolio $7,569,190 $7,965,476
I. Expenses:
Expenses incurred by the Trust with respect to any two or more Portfolios
are allocated in proportion to the net assets of each Portfolio, except where
allocation of direct expense to each Portfolio or an alternative allocation
method can be more fairly made.
2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for its services to the Trust, the Advisers, Phoenix
Investment Counsel, Inc., an indirect wholly-owned subsidiary of Phoenix Home
Life Insurance Company ("PHL"), and Phoenix Realty Securities, Inc. ("PRS"),
an indirect wholly-owned subsidiary of PHL, the Adviser for the Real Estate
Portfolio, are entitled to a fee, based upon the following annual rates as a
percentage of the average daily net assets of each Portfolio:
1st $1-2 $2+
$1 Billion Billion Billion
---------- ---------- -----------
Tax-Exempt Bond Portfolio 0.45% 0.40% 0.35%
Capital Appreciation Portfolio 0.75% 0.70% 0.65%
International Portfolio 0.75% 0.70% 0.65%
Real Estate Securities Portfolio 0.75% 0.70% 0.65%
Emerging Markets Bond Portfolio 0.75% 0.70% 0.65%
Pursuant to a Sub-Advisory Agreement with the Trust, PRS delegates certain
investment decisions and research functions to ABKB/LaSalle Securities
Limited Partnership ("ABKB") for which ABKB is paid a fee by PRS equal to
0.45% of the average daily net assets of the Real Estate Securities
Portfolio.
The respective Advisers have agreed to reimburse the Real Estate
Securities Portfolio and the Emerging Markets Bond Portfolio to the extent
that total expenses (excluding interest, taxes, brokerage fees and
commissions and extraordinary expenses) exceed 1.30% and 1.50%, respectively,
of the average daily net assets for Class A shares and 2.05% and 2.25%,
respectively, for Class B shares.
Phoenix Equity Planning Corporation ("PEPCO") an indirect wholly-owned
subsidiary of PHL, which serves as the national distributor of the Trust's
shares has advised the Trust that it received selling commissions of $180,073
for Class A shares and deferred sales charges of $20,183 for Class B shares
for the year ended November 30, 1995. In addition, each Portfolio pays PEPCO
a distribution fee at an annual rate of 0.25% for Class A shares and 1.00%
for Class B shares applied to the average daily net assets of each Portfolio.
The distributor has advised the Trust that of the total amount expensed for
the year ended November 30, 1995, $515,858 was retained by the Distributor
and $1,468,192 was paid out to unaffiliated Participants.
As Financial Agent to the Trust and to each Portfolio, PEPCO receives a
fee at an annual rate of 0.03% of the
36
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 1995 (Continued)
average daily net assets of each Portfolio for bookkeeping, administrative
and pricing services.
PEPCO serves as the Trust's Transfer Agent with State Street Bank and
Trust Company as sub-transfer agent. For the year ended November 30, 1995,
transfer agent fees were $2,007,815 of which PEPCO retained $637,321 which is
net of fees paid to State Street.
At November 30, 1995, PHL and its affiliates held Phoenix Multi-Portfolio
Fund shares which aggregated the following:
Aggregate
Shares Net Asset Value
-------------- ---------------
Tax-Exempt Bond
Portfolio--Class A 371,854 $ 4,239,136
International
Portfolio--Class A 1,053,230 12,849,406
Real Estate Securities
Portfolio--Class A 502,186 5,383,434
Portfolio--Class B 10,227 109,224
Emerging Markets Bond
Portfolio--Class A 1,015,274 10,335,489
Portfolio--Class B 10,238 104,223
3. PURCHASE AND SALES OF SECURITIES
Purchases and sales of securities during the year ended November 30, 1995
(excluding U.S. Government securities, short-term securities, futures
contracts and forward currency contracts) aggregated the following:
Purchases Sales
----------- ------------
Tax-Exempt Bond Portfolio $ 36,487,305 $ 47,982,881
Capital Appreciation Portfolio 866,554,024 875,385,061
International Portfolio 294,882,352 321,372,557
Real Estate Securities Portfolio 16,564,632 812,660
Emerging Markets Bond Portfolio 16,018,553 4,232,306
There were no purchases or sales of long-term U.S. Government securities
during the year ended November 30, 1995.
At November 30, 1995, the Tax-Exempt Bond Portfolio had entered into
futures contracts as follows:
U.S. Treasury Value of Market Net
Future Number of Contracts Value of Unrealized
Contracts Sold Contracts when Opened Contracts Depreciation
--------------- ----------- ------------ ------------ ---------------
March, 96 85 $10,019,375 $10,128,281 $(108,906)
4. FORWARD CURRENCY CONTRACTS
As of November 30, 1995, the International Portfolio had entered into the
following forward currency contracts which contractually obligate the Fund to
deliver currencies at specified dates:
Net
In Unrealized
Contracts Exchange Settlement Appreciation
to Deliver For Date Value (Depreciation)
------------- --------- --------- --------- -------------
SK 28,400,000 US$ 4,246,285 2/1/96 4,327,908 $(81,623)
YEN 313,198,270 US$ 3,153,426 1/4/96 3,101,852 51,574
YEN 816,000,000 US$ 8,099,255 3/1/96 8,150,896 (51,641)
------------
$(81,690)
============
YEN = Japanese Yen
SK = Swedish Krona
As of November 30, 1995, the International Portfolio had $1,384,083 in
foreign currency segregated as collateral to cover the open forward currency
contracts.
5. RECLASS OF CAPITAL ACCOUNTS
In accordance with accounting pronouncements, the Portfolios of the Trust
have recorded several reclassifications in the capital accounts. These
reclassifications have no impact on the net asset value of the Portfolios 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 November 30, 1995, the Portfolios recorded the following reclassifications
to increase (decrease) the accounts listed below:
Undistributed Accumulated Capital paid
net net realized in on shares
investment gains of beneficial
income (losses) interest
------------- ------------ -------------
Tax-Exempt Bond
Portfolio $ (131,904) $ (40,616) $ 172,520
Capital Appreciation
Portfolio (1,079,319) 1,079,963 (644)
International
Portfolio (503,947) 1,187,570 (683,623)
Real Estate Securities
Portfolio 38,118 -- (38,118)
Emerging Markets Bond
Portfolio 16,868 (4,607) (12,261)
TAX NOTICE (Unaudited)
For the fiscal year ended November 30, 1995, the Tax-Exempt Bond Portfolio
distributed $8,201,736 of exempt-interest dividends and $88,660 of long-term
capital gain dividends.
For the fiscal year ended November 30, 1995 the International Portfolio
distributed $3,584,697 of long-term capital gain dividends.
This report is not authorized for distribution to prospective investors in
the Phoenix Multi-Portfolio Fund unless preceded or accompanied by an
effective prospectus which includes information concerning the sales charge,
the Fund's record and other pertinent information.
37
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
[Price Waterhouse LLP logo]
To the Trustees and Shareholders of
Phoenix Multi-Portfolio 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 Tax-Exempt Bond Portfolio, the Capital Appreciation
Portfolio, the International Portfolio, the Real Estate Securities Portfolio
and the Emerging Markets Bond Portfolio (constituting separate series of the
Multi-Portfolio Fund, hereafter referred to as the "Fund") at November 30,
1995, and the results of each of their operations, the changes in each of
their net assets and the financial highlights for each of the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at November 30, 1995 by correspondence with the
custodians and brokers (and the application of alternative auditing
procedures where confirmations from brokers were not received), provide a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Boston, Massachusetts
January 16, 1996
38
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
101 Munson Street
Greenfield, MA 01301
Trustees
C. Duane Blinn
Robert Chesek
E. Virgil Conway
Harry Dalzell-Payne
Leroy Keith, Jr.
Philip R. McLoughlin
James M. Oates
Philip R. Reynolds
Herbert Roth, Jr.
Richard E. Segerson
Lowell P. Weicker, Jr.
Officers
Philip R. McLoughlin, President
Martin J. Gavin, Executive Vice President
Michael E. Haylon, Executive Vice President
William J. Newman, Senior Vice President
David L. Albrycht, Vice President
Curtiss O. Barrows, Vice President
James M. Dolan, Vice President
Jeanne H. Dorey, Vice President
Peter S. Lannigan, Vice President
Thomas S. Melvin, Jr., Vice President
William R. Moyer, Vice President
Scott C. Noble, Vice President
Barbara Rubin, Vice President
Leonard J. Saltiel, Vice President
James D. Wehr, Vice President
John T. Wilson, Vice President
Nancy G. Curtiss, Treasurer
G. Jeffrey Bohne, Secretary
Investment Advisers
Phoenix Investment Counsel, Inc.
56 Prospect St.
Hartford, CT 06115-0480
Phoenix Realty Securities, Inc.
(Real Estate Securities Portfolio)
38 Prospect St.
Hartford, CT 06115-0479
Principal Underwriter
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, MA 02101
Custodian (International Portfolio)
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
Transfer Agent
Phoenix Equity Planning Corporation
100 Bright Meadow Boulevard
P.O. Box 2200
Enfield, CT 06083-2200
Legal Counsel
Jorden, Burt, Berenson & Johnson, LLP
Suite 400 East
1025 Thomas Jefferson Street N.W.
Washington, D.C. 20007-0805
Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110
<PAGE>
-----------------------------------------------------------------------
PHOENIX MULTI-PORTFOLIO FUND
DIVERSIFIED INCOME PORTFOLIO
Annual Report
November 30, 1995
-----------------------------------------------------------------------
Phoenix Duff & Phelps
<PAGE>
PHOENIX DIVERSIFIED INCOME PORTFOLIO
- ------------------------------------
Fund Description
- ----------------
The Diversified Income Portfolio invests in a wide variety of
fixed-income securities. These securities may include treasury,
agency, corporate and yankee bonds, as well as mortgage-backed and
asset-backed securities. The Fund emphasizes the most undervalued
sectors of the market and de-emphasizes the most overvalued sectors.
Investment Environment
- ----------------------
Over the twelve-month reporting period ended November 30, 1995,
the fixed-income investment environment has improved dramatically. A
favorable combination of slowing economic growth and moderate
inflation has translated into a strong bond market rally. This rally
could be significantly enhanced if Congress passes significant
deficit reduction legislation. Also, the recent strength of the U.S.
dollar is a positive factor for continued moderate inflation.
Portfolio Review
- ----------------
For the twelve months ended November 30, 1995, the Fund produced a total
return of 16.65%. This compares with a return of 17.65% for the Lehman Brothers
Aggregate Bond Index. All of these figures assume reinvestment of any
distributions, but exclude the effect of sales charges. Our modest
underperformance was due to overweighting in sectors that exhibited weaker
returns over the past twelve months, including emerging debt markets and U.S.
treasury bonds. Also contributing to the underperformance was limited exposure
to investment-grade corporates. Positive contributors to the portfolio were
holdings in commercial mortgage-backed securities and high-yield corporate
bonds.
In the months ahead, we expect to de-emphasize U.S. treasury securities in
favor of other more attractive market sectors. Currently, we have increased
exposure to commercial mortgage-backed securities as positive market technicals
have resulted in attractive valuations. We also continue to overweight the
yankee bond sector. Our focus is on Argentinean, Brazilian and Polish Brady
bonds, given the improving political and economic momentum in these countries.
Lastly, we have increased our exposure to high-yield securities owing to
attractive valuations within "BB" rated issues.
Portfolio Note
- --------------
As noted in our last report, the Fund's remaining shareholder redeemed all
its shares in July. Subsequently, the Fund was seeded with $5 million from
Phoenix Home Life. The Fund currently has a broadly diversified portfolio, with
investments in all sectors of the fixed-income market. On balance, portfolio
holdings have an intermediate term, with an average duration of approximately
five years.
<PAGE>
DIVERSIFIED INCOME PORTFOLIO
- -------------------------------------------------------------------------
[Plot points for line chart]
Diversified Income Lehman Bros Aggregate Bond Index
4/1/93 10,000 10,000
11/30/93 10,535 10,482
11/30/94 9,981 10,162
11/30/95 11,643 11,955
Average Annual Total Returns for Periods Ending
11/30/95
From Inception
4/1/93 to
1 Year 11/30/95
- -------------------------------------------------------------------------
Diversified come 16.65% 5.53%
Income
- -------------------------------------------------------------------------
Lehman Brothers Aggregate Bond 17.65% 6.93%
Index*
- -------------------------------------------------------------------------
This chart assumes an initial gross investment of $10,000 made on 4/1/93
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate, so that your
shares, when redeemed, may be worth more or less than the original cost. * The
Lehman Brothers Aggregate Bond Index is an unmanaged but commonly used measure
of bond performance. It is a combination of several Lehman Brothers fixed income
indices. The index's performance does not include sales charges.
2
<PAGE>
PHOENIX DIVERSIFIED INCOME PORTFOLIO
- ------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1995
<TABLE>
<CAPTION>
MOODY'S
BOND PAR
RATING VALUE
(unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES 2.5%
U.S. Treasury Bonds 0.5%
U.S. Treasury Bonds 6.875%, '25 Aaa $25 $27,514
---------
U.S. Treasury Notes 2.0%
U.S. Treasury Notes 6%, '97 Aaa 100 100,995
---------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $127,383) 128,509
---------
NON-CONVERTIBLE BONDS 57.8%
Hospital Management & Services 5.2%
Healthsouth Rehabilitation Sr. Ba 125 133,281
Sub Notes 9.50%, '01
Tenet Healthcare Corp. Sr. Note Ba 125 136,094
9.625%, '02
---------
269,375
---------
Non-Agency Mortgage-Backed 42.1%
Securities
Bear Stearns Mortgage 144A BB(b) 242 211,088
95-1,2 B3 7.40%, '10 (d)
Chase Mortgage Finance 92-2, B2 144A AA(b) 234 240,744
8.02%, '23 (d)
Conseco Commercial Mortgage AA(b) 250 267,500
89-1, A3 9.70%, '15
Kidder Peabody 93-6, B4 144A BBB(b) 243 239,801
7.7841%, '23 (d)
Residential Funding Mortgage AA(b) 47 47,347
93-MZ2, A1 7.47%, '23
Resolution Trust Corp. 91-M5, B A 220 230,961
9%, '17
Resolution Trust Corp. 92-C3, B AA(b) 229 235,025
9.05%, '23
Resolution Trust Corp. 93-C1, B Aa 200 207,494
8.75%, '24
Resolution Trust Corp. 94-C2, C A 100 103,250
8%, '25
Resolution Trust Corp. 95-C1, B Aa 250 251,016
6.90%, '27
Resolution Trust Corp. 95-2, C1 Aa 147 144,311
7.45%, '29
---------
2,178,537
---------
Paper & Forest Products 2.4%
Buckeye Cellulos 8.50%, '05 Ba 125 125,937
---------
Publishing, Broadcasting, Printing 3.9%
& Cable
Lenfest Communications 8.375%, Ba 200 199,500
'05
---------
Telecommunications Equipment 1.6%
Panamsat L.P. Sr. Note 9.75%, Ba 80 84,200
'00
---------
Utility-Gas 2.6%
Crown Central Petroleum Ba 125 131,719
10.875%, '05
---------
TOTAL NON-CONVERTIBLE BONDS
(Identified cost $2,961,774) 2,989,268
---------
FOREIGN GOVERNMENT SECURITIES 13.4%
Argentina 3.2%
Republic of Argentina Bearer BB(b) 250 163,438
6.8125%, '05(c)
---------
Brazil 3.8%
Republic of Brazil EI-L Euro NR 300 198,562
6.8125%, '06(c)
---------
Mexico 3.3%
United Mexican Discount B Euro Ba 250 172,344
6.76563%, '19(c)
---------
Poland 3.1%
Poland PDI B 3.75%, '14(c) NR 250 161,406
---------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $673,998) 695,750
---------
</TABLE>
See Notes to Financial Statements 3
<PAGE>
PHOENIX DIVERSIFIED INCOME PORTFOLIO
- -------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1995
<TABLE>
<CAPTION>
MOODY'S
BOND PAR
RATING VALUE
(unaudited) (000) VALUE
----------- ----- -----
<S> <C> <C> <C> <C>
FOREIGN NON-CONVERTIBLE BONDS 9.8%
Columbia 5.0%
Financiera Energ Nacional EMTN BBB(b) $250 $260,625
144A 9%, '99 (d)
---------
Singapore 4.8%
Asia Pulp & Paper Co. Yankee Ba 250 246,250
11.75%, '05
---------
TOTAL FOREIGN NON-CONVERTIBLE BONDS
(Identified cost $506,563) 506,875
---------
MUNICIPAL BONDS 15.7%
California 6.7%
Kern County Pension Obligation Aaa 150 152,064
7.26%, '14
Long Beach Pension 7.09%, '09 Aaa 190 192,837
---------
344,901
---------
New York 4.9%
Beth Israel Medical Center, Aaa 250 252,867
Taxable 7.58%, '15
---------
Pennsylvania 4.1%
Pennsylvania Economic
Development
Taxable 10.375%, '12 NR 200 210,456
---------
TOTAL MUNICIPAL BONDS
(Identified cost $786,974) 808,224
---------
TOTAL LONG-TERM INVESTMENTS 99.2%
(Identified cost $5,056,692) 5,128,626
---------
SHORT-TERM OBLIGATIONS 6.1%
Federal Agency Securities 6.1%
Federal Home Loan Banks 5.80%, 315 315,000
12-1-95
---------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $315,000) 315,000
---------
TOTAL INVESTMENTS 105.3%
(Identified cost $5,371,692) 5,443,626(a)
Cash and receivables, less -5.3% (274,051)
liabilities
---------
NET ASSETS 100.0% $5,169,575
=========
</TABLE>
(a)Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $76,445 and gross
depreciation of $22,166 for federal income tax purposes. At November 30,
1995, the aggregate cost of securities for federal income tax purposes
was $5,389,347. At November 30, 1995, the portfolio had capital loss
carryforwards, which may be subject to annual limitations, aggregating
$166,897 available to offset future capital gains which expire as
follows: $54,091 in 2002 and $112,806 in 2003.
(b)As rated by Standard & Poor's,
Fitch, or Duff & Phelps
(c)Variable or step coupon bond; interest rate shown
reflects the rate currently in effect
(d)Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At November 30,
1995, these securities amounted to a value of $952,258 or 18.4% of net
assets.
See Notes to Financial Statements 4
<PAGE>
Phoenix Diversified Income Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
Assets
Investment securities at value
(Identified cost $5,371,692) $5,443,626
Cash 3,341
Receivables
Interest 61,379
Receivable from adviser 19,194
-----------
Total assets 5,527,540
-----------
Liabilities
Payables
Investment securities purchased 334,656
Trustees' fee 4,100
Investment advisory fee 2,108
Transfer agent fee 1,600
Financial agent fee 126
Accrued expenses 15,375
-----------
Total liabilities 357,965
-----------
Net $5,169,575
Assets
===========
Net Assets Consist of:
Capital paid in on shares of beneficial interest $5,271,795
Undistributed net investment income 10,398
Accumulated net realized loss (184,552)
Net unrealized appreciation 71,934
-----------
Net $5,169,575
Assets
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization 547,240
Net asset value and offering price per share $9.45
See Notes to Financial Statements 5
<PAGE>
Phoenix Diversified Income Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
NOVEMBER 30, 1995
Investment Income
Interest $207,535
-----------
Total investment income 207,535
-----------
Expenses
Investment advisory fee 12,581
Financial agent fee 755
Registration 19,114
Transfer agent 18,169
Professional 18,076
Trustees 14,664
Printing 9,158
Custodian 5,628
Miscellaneous 1,682
-----------
Total expenses 99,827
Less expenses borne by investment adviser (83,472)
-----------
Net expenses 16,355
-----------
Net investment income 191,180
-----------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized loss on securities (129,893)
Net unrealized appreciation on investments 230,771
-----------
Net gain on investments 100,878
-----------
Net increase in net assets resulting from operations $292,058
===========
See Notes to Financial Statements 6
<PAGE>
Phoenix Diversified Income Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
November 30, 1995 November 30, 1994
<S> <C> <C>
From Operations
Net investment income $191,180 $124,894
Net realized loss (129,893) (54,272)
Net unrealized appreciation (depreciation) 230,771 (171,440)
----------- ------------
Increase (decrease) in net assets resulting from 292,058 (100,818)
operations
----------- ------------
From Distributions to Shareholders
Net investment income (192,506) (115,521)
Net realized gains -- (11,393)
----------- ------------
Decrease in net assets from distributions to (192,506) (126,914)
shareholders
----------- ------------
From Share Transactions
Proceeds from sales of shares (532,482 and 0, 5,000,000 --
respectively)
Net asset value of shares issued from reinvestment of
distributions
(20,765 and 12,085 shares, respectively) 192,501 114,561
Cost of shares repurchased
(204,479 and 10,040 shares, respectively) (1,902,635) (95,501)
----------- ------------
Increase in net assets from share transactions 3,289,866 19,060
----------- ------------
Net increase (decrease) in net assets 3,389,418 (208,672)
Net
Assets
Beginning of period 1,780,157 1,988,829
----------- ------------
End of period (Including undistributed net investment
income of $10,398 and $9,859, respectively.) $5,169,575 $1,780,157
=========== ============
</TABLE>
See Notes to Financial Statements 7
<PAGE>
Phoenix Diversified Income Portfolio
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
From
Year Year Inception
Ended Ended 4/1/93 to
November 30, 1995 November 30, 1994 11/30/93
----------------- ----------------- ---------
<S> <C> <C> <C>
Net asset value, beginning of period $ 8.97 $10.12 $10.00
Income from investment operations
Net investment income 0.91 (1) 0.63(1) 0.40(1)
Net realized and unrealized gain (loss) 0.51 (1.13) 0.12
---- ----- ----
Total from investment operations 1.42 (0.50) 0.52
---- ----- ----
Less distributions
Dividends from net investment income (0.94) (0.59) (0.40)
Distributions from net realized gains -- (0.06) --
----- ----- ------
Total distributions (0.94) (0.65) (0.40)
----- ----- -----
Change in net asset value 0.48 (1.15) 0.12
---- ----- ----
Net asset value, end of period $ 9.45 $ 8.97 $10.12
====== ====== ======
Total return 16.65% -5.26% 5.35%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) $5,170 $1,780 $1,989
Ratio to average net assets of:
Operating expenses 0.65% 0.65% 0.65%(2)
Net investment income 7.60% 6.64% 6.13%(2)
Portfolio turnover 618% 124% 183%(2)
</TABLE>
(1) Includes reimbursement of operating expenses by investment adviser of $0.40,
$0.34 and $0.35, respectively.
(2) Annualized
(3) Not annualized
See Notes to Financial Statements 8
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
DIVERSIFIED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
November 30, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
The Phoenix Multi-Portfolio 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.
To date, the Trust includes seven Portfolios: Endowment Equity Portfolio,
Diversified Income Portfolio (formerly the Endowment Fixed-Income Portfolio),
Tax-Exempt Bond Portfolio, International Portfolio, Capital Appreciation
Portfolio, Emerging Markets Bond Portfolio and Real Estate Securities Portfolio.
This report only covers the Diversified Income Portfolio (the "Portfolio").
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
A. Security valuation:
Debt securities are valued on the basis of broker quotations or valuations
provided by a pricing service which utilizes information with respect to market
transactions in comparable securities, quotations from dealers, and various
relationships between securities in determining value.
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 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. Interest income is
recorded on the accrual basis. The Portfolio does not amortize premiums but does
amortize discounts using the effective interest method. Realized gains or losses
are determined on the identified cost basis.
C. Security lending:
The Portfolio loans securities to qualified brokers through an agreement
with State Street Bank & Trust (the Custodian). Under the terms of the
agreement, the Portfolio receives collateral with a market value not less than
100% of the market value of loaned securities. Collateral consists of cash,
securities issued or guaranteed by the U.S. Government or its agencies and the
sovereign debt of foreign countries. Interest earned on the collateral and
premiums paid by the borrower are recorded as interest income by the Portfolio
net of fees charged by the Custodian for its services in connection with this
securities lending program. Lending portfolio securities involves a risk of
delay in the recovery of the loaned securities or in the foreclosure on
collateral. At November 30, 1995, the Diversified Income Portfolio had no
security loans outstanding.
D. Income taxes:
The Portfolio is treated as a separate taxable entity. It is the policy of
the Portfolio to comply with the requirements of the Internal Revenue Code (the
Code), applicable to regulated investment companies, and to distribute
substantially all of its taxable income to its shareholders. In addition, the
Portfolio 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.
E. Distributions to shareholders:
Distributions are recorded by the Portfolio 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 expiring capital loss carryforwards,
foreign currency gain/loss, 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.
9
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
DIVERSIFIED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
November 30, 1995 (Continued)
2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for its services to the Trust, the Adviser,
Phoenix Investment Counsel, Inc., an indirect less than wholly-owned subsidiary
of Phoenix Home Life Insurance Company ("PHL") is entitled to a fee, based on an
annual rate of 0.50% of the average daily net assets of the Diversified Income
Portfolio. The Adviser has agreed to reimburse the Diversified Income Portfolio
to the extent that expenses exceed 0.65% of the average daily net assets.
As Financial Agent to the Trust and to the Portfolio, Phoenix Equity
Planning Corporation ("PEPCO"), receives a fee at an annual rate of 0.03% of the
average daily net assets for bookkeeping, administrative and pricing services.
PEPCO serves as the Trust's Transfer Agent with State Street Bank and
Trust Company as sub-transfer agent. For the year ended November 30, 1995, the
Portfolio's transfer agent fees were $18,169 which were all paid to State
Street.
3. PURCHASE AND SALE OF SECURITIES
Purchases and sales of securities during the year ended November 30, 1995
(excluding U.S. Government securities and short-term securities) were $7,231,784
and $3,436,062, respectively.
Purchases and sales of U.S. Government securities during the year ended
November 30, 1995 were $11,024,257 and $11,533,593, respectively.
4. OTHER
As of November 30, 1995, all shares of the Diversified Income Portfolio
are owned by PHL. On July 14, 1995, PHL seeded the Portfolio with $5,000,000. On
May 24, 1995, the Trustees voted to change the name of the Phoenix Endowment
Fixed-Income Portfolio to Phoenix Diversified Income Portfolio and approved a
distribution plan for multiple classes of shares. It is intended that, upon the
effectiveness of a revised registration statement, the Fund will be available to
retail as well as institutional investors.
5. RECLASS OF CAPITAL ACCOUNTS
In accordance with accounting pronouncements, the Portfolio has recorded
several reclassifications in the capital accounts. These reclassifications have
no impact on the net asset value of the Portfolio 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 November 30, 1995,
the Portfolio has increased undistributed net investment income by $1,865,
decreased accumulated net realized gains by $2,160 and increased capital paid in
on shares of beneficial interest by $295.
This report is not authorized for distribution to prospective investors in the
Phoenix Diversified Income Portfolio unless preceded or accompanied by an
effective prospectus which includes information concerning the Fund's record and
other pertinent information.
10
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
To the Trustees and Shareholders of
Phoenix Diversified Income Portfolio
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments (except for bond ratings), and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
Phoenix Diversified Income Portfolio (the "Fund") (formerly the Endowment
Fixed-Income Portfolio) at November 30, 1995, and the results of its operations,
the changes in its net assets and the financial highlights for each of the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
November 30, 1995 by correspondence with the custodian and brokers (and the
application of alternative procedures where confirmations from brokers were not
received), provide a reasonable basis for the opinion expressed above.
Boston, Massachusetts
January 16, 1996
11
<PAGE>
PHOENIX DIVERSIFIED INCOME PORTFOLIO
101 Munson Street
Greenfield, MA 01301
Trustees Principal Underwriter
C. Duane Blinn Phoenix Equity Planning Corporation
Robert Chesek 100 Bright Meadow Boulevard
E. Virgil Conway P. O. Box 2200
Harry Dalzell-Payne Enfield, CT 06083-2200
Leroy Keith, Jr.
Philip R. McLoughlin Custodian
James M. Oates State Street Bank and Trust Company
Philip R. Reynolds P. O. Box 351
Herbert Roth, Jr. Boston, MA 02101
Richard E. Segerson
Lowell P. Weicker, Jr. Transfer Agent
Phoenix Equity Planning Corporation
Officers 100 Bright Meadow Boulevard
Philip R. McLoughlin, President P. O. Box 2200
Martin J. Gavin, Executive Vice President Enfield, CT 06083-2200
Michael E. Haylon, Executive Vice President
William J. Newman, Senior Vice President Legal Counsel
David L. Albrycht, Vice President Jorden, Burt, Berenson & Johnson LLP
Curtiss O. Barrows, Vice President Suite 400 East
James M. Dolan, Vice President 1025 Thomas Jefferson Street, N.W.
Jeanne H. Dorey, Vice President Washington, D.C. 20007-0805
Peter S. Lannigan, Vice President
Thomas S. Melvin, Jr., Vice President Independent Accountants
William R. Moyer, Vice President Price Waterhouse LLP
Scott C. Noble, Vice President 160 Federal Street
Barbara Rubin, Vice President Boston, MA 02110
Leonard J. Saltiel, Vice President
James D. Wehr, Vice President
John T. Wilson, Vice President
Nancy G. Curtiss, Treasurer
G. Jeffrey Bohne, Secretary
Investment Adviser
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, CT 06115-0480
<PAGE>
-----------------------------------------------------------------------
PHOENIX MULTI-PORTFOLIO FUND
ENDOWMENT EQUITY PORTFOLIO
Annual Report
November 30, 1995
-----------------------------------------------------------------------
Phoenix Duff & Phelps
<PAGE>
PHOENIX ENDOWMENT EQUITY PORTFOLIO
- ----------------------------------
Investment Environment
- ----------------------
The stock market, as measured by the Standard & Poor's 500 Composite Stock
Index, continued its strong advance during the most recent six months, bringing
the return for the year ended November 30, 1995 to an impressive 37.00%.
Financial services, health care and technology were the leading industry groups,
while consumer cyclicals, energy and basic materials lagged significantly. The
market was propelled by falling interest rates and increased confidence that the
Federal Reserve appeared to have engineered a "soft landing" for the economy.
Portfolio Review
- ----------------
Phoenix Endowment Equity Portfolio posted a solid total return of 35.35%
for the fiscal year ended November 30, 1995, only slightly below the return of
the Standard & Poor's 500 Composite Stock Index. Holdings in the top-performing
financial services, health care and technology groups were strong contributors
to the portfolio during this reporting period. Holdings in the consumer cyclical
and energy sectors, however, held performance back somewhat. Performance was
also hurt by low exposure to utility companies which were a direct beneficiary
of lower interest rates. Over the latest six months, we reduced exposure to
consumer cyclical and capital goods stocks, using proceeds to build positions in
health care and financial services.
Outlook
- -------
Given the sharp advance in the market over the last year, a pullback in
the near term would not be surprising. Nevertheless, our outlook for the market
remains positive. With the general economy slowing, and year-over-year earnings
comparisons for cyclical companies becoming more difficult, we expect the market
to gravitate increasingly to growth stocks in 1996 . The technology and health
care sectors will continue to be an area of focus for the portfolio, while
exposure to more economically sensitive sectors will be reduced.
<PAGE>
ENDOWMENT EQUITY PORTFOLIO
- -------------------------------------------------------------------------
Endowment Equity S&P 500
4/1/93 10,000 10,000
11/30/93 11,123 10,418
11/30/94 10,481 10,531
11/30/95 14,187 14,427
Average Annual Total Returns for Periods Ending
11/30/95
From Inception
4/1/93 to
1 Year 11/30/95
- -------------------------------------------------------------------------
Endowment Equity 35.35% 14.00%
- -------------------------------------------------------------------------
S&P 500 Stock Index* 37.00% 14.74%
- -------------------------------------------------------------------------
This chart assumes an initial gross investment of $10,000 made on 4/1/93
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate, so that your
shares, when redeemed, may be worth more or less than the original cost. * The
S&P 500 Stock Index is an unmanaged but commonly used measure of stock return
performance. The S&P 500's performance does not reflect sales charges.
2
<PAGE>
PHOENIX ENDOWMENT EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1995
SHARES VALUE
-------- ----------
COMMON STOCKS 96.7%
Aerospace & Defense 3.5%
Boeing Company 800 $58,300
United Technologies 900 84,375
Corp.
----------
142,675
----------
Banks 4.9%
Barnett Banks, Inc. 700 42,087
BayBanks, Inc. 200 16,600
First Interstate 600 80,400
Bancorp
Great Western 2,500 63,750
Financial Corp.
----------
202,837
----------
Building & Materials 1.3%
Pulte Corp. 1,800 55,350
----------
Chemicals 1.9%
Monsanto Co. 700 80,150
----------
Chemicals - Specialty 1.1%
Engelhard Corp. 2,000 46,750
----------
Computer Software & 6.0%
Services
Adobe Systems, Inc. 400 27,050
BBN Corp. 1,200 45,000
DST Systems, Inc. (b) 1,000 28,875
HBO & Co. 600 44,850
Oracle Systems Corp. 1,500 68,062
(b)
Sybase, Inc. (b) 1,000 35,125
----------
248,962
----------
Conglomerates 3.7%
Thermo Electron Corp. 1,800 89,100
(b)
Tyco International 2,000 62,750
Ltd.
----------
151,850
----------
Cosmetics & Soaps 1.8%
Estee Lauder Companies 2,000 72,750
Class A (b)
----------
Diversified Financial 7.9%
Services
American Express Co. 1,800 76,500
Dean Witter Discover & 1,400 71,400
Co.
Federal National Mortgage 600 65,700
Association
MGIC Investment Corp. 700 38,937
Travelers Group, Inc. 1,200 71,400
----------
323,937
----------
Electrical Equipment 2.1%
General Electric Co. 1,300 87,425
----------
Electronics 2.4%
ITI Technologies, Inc. 1,800 45,450
(b)
LSI Logic Corp. (b) 1,300 54,438
----------
99,888
----------
Entertainment, Leisure & 3.8%
Gaming
Gaylord Entertainment 1,100 27,775
Co. Class A
Viacom, Inc. Class B 800 38,600
(b)
Walt Disney Co. 1,500 90,188
----------
156,563
----------
Food 1.5%
Nabisco Holdings Corp. 2,200 62,150
Class A
----------
See Notes to Financial Statements 3
<PAGE>
PHOENIX ENDOWMENT EQUITY PORTFOLIO
- -----------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1995
SHARES VALUE
-------- ----------
Healthcare - Drugs 4.4%
Amgen, Inc. (b) 1,600 $79,400
Genzyme Corp. 700 45,675
Watson 1,200 56,550
Pharmaceuticals, Inc.
(b)
----------
181,625
----------
Hospital Management & 7.9%
Services
Cerner Corp. (b) 1,000 26,625
Columbia/HCA 1,200 61,950
Healthcare Corp.
Manor Care, Inc. 1,500 48,937
PhyCor, Inc. (b) 1,100 49,225
United Healthcare 1,200 75,450
Corp.
Vencor, Inc. (b) 2,000 62,000
----------
324,187
----------
Insurance 7.5%
Aetna Life & Casualty 1,300 95,387
Co.
American International 700 62,825
Group, Inc.
Cigna Corp. 700 77,000
Prudential Reinsurance 3,500 73,063
Holdings (b)
----------
308,275
----------
Lodging & Restaurants 3.2%
Boston Chicken, Inc. 2,000 69,250
(b)
Wendy's International, 3,000 61,875
Inc.
----------
131,125
----------
Machinery 1.1%
Case Corp. 1,100 45,925
----------
Medical Products & 1.9%
Supplies
Guidant Corp. 600 22,425
Medtronic, Inc. 1,000 54,875
----------
77,300
----------
Office & Business 4.1%
Equipment
Hewlett Packard Co. 700 58,012
Sun Microsystems, Inc. 500 42,063
(b)
Xerox Corp. 500 68,563
----------
168,638
----------
Oil Service & Equipment 2.7%
Halliburton Co. 1,500 65,062
Tidewater, Inc. 800 22,900
Western Atlas, Inc. (b) 500 23,938
----------
111,900
----------
Paper & Forest Products 1.9%
Kimberly Clark Corp. 1,000 76,875
----------
Pollution Control 1.1%
U.S.A. Waste Services, 2,200 46,200
Inc. (b)
----------
Retail 5.6%
Corporate Express (b) 2,200 58,850
Federated Department 2,300 66,987
Stores, Inc. (b)
Home Depot, Inc. 1,500 66,563
Office Depot, Inc. (b) 1,500 36,750
----------
229,150
----------
See Notes to Financial Statements 4
<PAGE>
PHOENIX ENDOWMENT EQUITY PORTFOLIO
- -----------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1995
SHARES VALUE
-------- ----------
Telecommunications 3.8%
Equipment
3Com Corp. (b) 1,000 $45,750
cisco Systems, Inc. (b) 700 58,888
Stratacom, Inc. (b) 700 52,500
----------
157,138
----------
Textile & Apparel 1.6%
Nine West Group, Inc. 1,500 66,562
(b)
----------
Tobacco 2.3%
Philip Morris 1,100 96,525
Companies, Inc.
----------
Utility-Telephone 5.7%
AT&T Corp. 1,500 99,000
GTE Corp. 1,000 42,625
MCI Communications 3,500 93,625
Corp.
----------
235,250
----------
TOTAL COMMON STOCKS
(Identified cost 3,987,962
$3,552,370)
----------
FOREIGN COMMON STOCKS 3.9%
Chemicals 1.3%
Potash Corp. of 800 $55,300
Saskatchewan, Inc.
(Canada) ----------
Healthcare - Diversified 2.6%
Smithkline Beecham PLC 2,000 106,500
ADR
(United Kingdom) ----------
TOTAL FOREIGN COMMON
STOCKS
(Identified cost $148,317) 161,800
----------
TOTAL LONG-TERM 100.6%
INVESTMENTS
(Identified cost 4,149,762
$3,700,687)
----------
PAR
VALUE
(000)
--------
SHORT-TERM OBLIGATIONS 5.5%
Federal Agency Securities 5.5%
Federal Home Loan
Mortgage
5.8%, 12-1-95 $225 225,000
----------
TOTAL SHORT-TERM
OBLIGATIONS
(Identified cost $225,000) 225,000
----------
TOTAL INVESTMENTS 106.1%
(Identified cost 4,374,762 (a)
$3,925,687)
Cash and receivables, -6.1% (253,211)
less liabilities
----------
NET ASSETS 100.0% $4,121,551
==========
(a)Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $502,778, and gross
depreciation of $57,944 for federal income tax purposes. At November 30,
1995, the aggregate cost of securities for federal income tax purposes
was $3,929,928.
(b)Non-income producing
ADR-American
Depository Receipt
See Notes to Financial Statements 5
<PAGE>
Phoenix Endowment Equity Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
Assets
Investment securities at value
(Identified cost $3,925,687) $4,374,762
Cash 419
Receivables
Investment securities sold 68,695
Dividends and interest 4,396
Receivable from adviser 4,526
------------
Total assets 4,452,798
------------
Liabilities
Payables
Investment securities purchased 306,809
Trustees' fee 4,100
Investment advisory fee 2,512
Transfer agent fee 1,575
Financial agent fee 100
Accrued expenses 16,151
------------
Total liabilities 331,247
------------
Net Assets $4,121,551
============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $3,107,463
Undistributed net investment income 10,369
Accumulated net realized gains 554,644
Net unrealized appreciation 449,075
------------
Net Assets $4,121,551
============
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization 316,430
Net asset value and offering price per share $13.03
See Notes to Financial Statements 6
<PAGE>
Phoenix Endowment Equity Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
NOVEMBER 30, 1995
Investment Income
Dividends $54,596
Interest 23,105
------------
Total investment income 77,701
------------
Expenses
Investment advisory fee 32,383
Financial agent fee 1,295
Registration 21,079
Transfer agent 19,142
Custodian 16,271
Professional 15,952
Trustees 15,669
Printing 5,011
Miscellaneous 1,767
------------
Total expenses 128,569
Less expenses borne by investment adviser (91,869)
------------
Net expenses 36,700
------------
Net investment income 41,001
------------
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 882,876
Net unrealized appreciation on investments 378,110
------------
Net gain on investments 1,260,986
------------
Net increase in net assets resulting from operations $1,301,987
============
See Notes to Financial Statements 7
<PAGE>
Phoenix Endowment Equity Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF
CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
November 30, 1995 November 30, 1994
<S> <C> <C>
From Operations
Net investment income $41,001 $78,645
Net realized gain (loss) 882,876 (330,255)
Net unrealized appreciation (depreciation) 378,110 (61,391)
------------ ------------
Increase (decrease) in net assets resulting from 1,301,987 (313,001)
operations
------------ ------------
From Distributions to Shareholders
Net investment income (70,324) (75,060)
Net realized gains - (310,046)
------------ ------------
Decrease in net assets from distributions to shareholders (70,324) (385,106)
------------ ------------
From Share Transactions
Proceeds from sales of shares (23,742 and 137,682, 250,000 1,489,900
respectively)
Net asset value of shares issued from reinvestment
of distributions (6,812 and 34,694 shares, 70,324 363,393
respectively)
Cost of shares repurchased
(168,483 and 163,825 shares, respectively) (1,873,000) (1,656,285)
------------ ------------
(Decrease) increase in net assets from share transactions (1,552,676) 197,008
------------ ------------
Net decrease in net assets (321,013) (501,099)
Net Assets
Beginning of period 4,442,564 4,943,663
------------ ------------
End of period (Including undistributed net investment
income of $10,369 and $36,095, respectively) $4,121,551 $4,442,564
============ ============
</TABLE>
See Notes to Financial Statements 8
<PAGE>
Phoenix Endowment Equity Portfolio
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
From
Year Year Inception
Ended Ended 4/1/93 to
November 30, 1995 November 30, 1994 11/30/93
----------------- ----------------- --------
<S> <C> <C> <C>
Net asset value, beginning of period $ 9.78 $11.09 $10.00
Income from investment operations
Net investment income 0.11(1)(4) 0.14(1) 0.10(1)
Net realized and unrealized gain (loss) 3.31 (0.73) 1.02
---- ----- ----
Total from investment operations 3.42 (0.59) 1.12
---- ----- ----
Less distributions
Dividends from net investment income (0.17) (0.14) (0.03)
Distributions from net realized gains -- (0.58) --
---- ----- ----
Total distributions (0.17) (0.72) (0.03)
---- ----- ----
Change in net asset value 3.25 (1.31) 1.09
---- ----- ----
Net asset value, end of period $13.03 $9.78 $11.09
====== ===== ======
Total return 35.35% -5.77% 11.23%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) $4,122 $4,443 $4,944
Ratio to average net assets of:
Operating expenses 0.85% 0.85% 0.85%(2)
Net investment income 0.95% 1.42% 1.54%(2)
Portfolio turnover 248% 250% 312%(2)
</TABLE>
(1) Includes reimbursement of operating expenses by investment adviser of $0.24,
$0.15 and $0.15, respectively.
(2) Annualized
(3) Not annualized
(4) Computed using average shares outstanding
See Notes to Financial Statements 9
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
ENDOWMENT EQUITY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
November 30, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
The Phoenix Multi-Portfolio 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.
To date, the Trust includes seven Portfolios: Endowment Equity Portfolio,
Diversified Income Portfolio, Tax-Exempt Bond Portfolio, International
Portfolio, Capital Appreciation Portfolio, Emerging Markets Bond Portfolio and
Real Estate Securities Portfolio. This report only covers the Endowment Equity
Portfolio (the "Portfolio").
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
A. Security valuation:
Equity securities traded on an exchange or quoted on the over-the-counter
market 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 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. Interest income is
recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date. Realized gains or losses are determined on the identified cost basis.
C. Income taxes:
The Portfolio is treated as a separate taxable entity. It is the policy of
the Portfolio to comply with the requirements of the Internal Revenue Code (the
Code), applicable to regulated investment companies, and to distribute
substantially all of its taxable income to its shareholders. In addition, the
Portfolio 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 the Portfolio 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.
2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for its services to the Trust, the Adviser, Phoenix
Investment Counsel, Inc., an indirect less than wholly-owned subsidiary of
Phoenix Home Life Insurance Company ("PHL") is entitled to a fee, based on an
annual rate of 0.75% of the average daily net assets of the Endowment Equity
Portfolio. The Adviser has agreed to reimburse the Endowment Equity Portfolio to
the extent that expenses exceed 0.85% of the average daily net assets.
10
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
ENDOWMENT EQUITY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
November 30, 1995 (Continued)
2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS (continued)
As Financial Agent to the Trust and to the Portfolio, Phoenix Equity
Planning Corporation ("PEPCO"), receives a fee at an annual rate of 0.03% of the
average daily net assets for bookkeeping, administrative and pricing services.
PEPCO serves as the Trust's Transfer Agent with State Street Bank and
Trust Company as sub-transfer agent. For the year ended November 30, 1995, the
Portfolio's transfer agent fees were $19,142 which were all paid to State
Street.
3. PURCHASE AND SALE OF SECURITIES
Purchases and sales of securities during the year ended November 30, 1995
(excluding U.S. Government securities and short-term securities) were $9,653,067
and $10,188,254, respectively.
There were no purchases or sales of U.S. Government securities.
4. OTHER
As of November 30, 1995, the Endowment Equity Portfolio had three
shareholders who each individually owned more than 10% of shares outstanding,
none of whom are affiliated with PHL. In the aggregate, these shareholders owned
approximately 90% of shares outstanding.
5. RECLASS OF CAPITAL ACCOUNTS
In accordance with accounting pronouncements, the Portfolio has recorded
several reclassifications in the capital accounts. These reclassifications have
no impact on the net asset value of the Portfolio 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 November 30, 1995,
the Portfolio has increased undistributed net investment income by $3,597 and
decreased accumulated net realized gains by $3,597.
This report is not authorized for distribution to prospective investors in the
Phoenix Endowment Equity Portfolio unless preceded or accompanied by an
effective prospectus which includes information concerning the Fund's record and
other pertinent information.
11
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
To the Trustees and Shareholders of
Phoenix Endowment Equity Portfolio
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Phoenix Endowment Equity Portfolio
(the "Fund") at November 30, 1995, and the results of its operations, the
changes in its net assets and the financial highlights for each of the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
November 30, 1995 by correspondence with the custodian and brokers (and the
application of alternative procedures where confirmations from brokers were not
received), provide a reasonable basis for the opinion expressed above.
Boston, Massachusetts
January 16, 1996
12
<PAGE>
PHOENIX ENDOWMENT EQUITY PORTFOLIO
101 Munson Street
Greenfield, MA 01301
Trustees Principal Underwriter
C. Duane Blinn Phoenix Equity Planning Corporation
Robert Chesek 100 Bright Meadow Boulevard
E. Virgil Conway P. O. Box 2200
Harry Dalzell-Payne Enfield, CT 06083-2200
Leroy Keith, Jr.
Philip R. McLoughlin Custodian
James M. Oates State Street Bank and Trust Company
Philip R. Reynolds P. O. Box 351
Herbert Roth, Jr. Boston, MA 02101
Richard E. Segerson
Lowell P. Weicker, Jr. Transfer Agent
Phoenix Equity Planning Corporation
Officers 100 Bright Meadow Boulevard
Philip R. McLoughlin, President P. O. Box 2200
Martin J. Gavin, Executive Vice President Enfield, CT 06083-2200
Michael E. Haylon, Executive Vice President
William J. Newman, Senior Vice President Legal Counsel
David L. Albrycht, Vice President Jorden, Burt, Berenson & Johnson LLP
Curtiss O. Barrows, Vice President Suite 400 East
James M. Dolan, Vice President 1025 Thomas Jefferson Street, N.W.
Jeanne H. Dorey, Vice President Washington, D.C. 20007-0805
Peter S. Lannigan, Vice President
Thomas S. Melvin, Jr., Vice President Independent Accountants
William R. Moyer, Vice President Price Waterhouse LLP
Scott C. Noble, Vice President 160 Federal Street
Barbara Rubin, Vice President Boston, MA 02110
Leonard J. Saltiel, Vice President
James D. Wehr, Vice President
John T. Wilson, Vice President
Nancy G. Curtiss, Treasurer
G. Jeffrey Bohne, Secretary
Investment Adviser
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, CT 06115-0480
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
PART C--OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
<TABLE>
<CAPTION>
<S> <C>
Included in Part A: Financial Highlights
Included in Part B: Financial Statements and Notes Thereto, and Report of Independent Accountants
are included in the Annual Report to Shareholders for the year ended November
30, 1995, incorporated by reference.
Included in Part C: Consent of Independent Accountants
</TABLE>
(b) Exhibits:
<TABLE>
<CAPTION>
<S> <C>
1.1 Agreement and Declaration of Trust, filed with Registration Statement on December 31, 1987 and
incorporated herein by reference.
1.2 Amendment to Declaration of Trust, filed with Post-Effective Amendment No. 2 on September 1, 1989,
and incorporated herein by reference.
1.3 Amendment to Declaration of Trust, filed with Post-Effective Amendment No. 8 on April 8, 1993, and
incorporated herein by reference.
1.4 Amendment to Declaration of Trust adding the Phoenix Real Estate Securities Portfolio, filed with
Post-Effective Amendment No. 14 on March 1, 1995, and incorporated herein by reference.
1.5 Amendment to Declaration of Trust designating Classes of Shares, filed with Post-Effective
Amendment No. 14 on March 1, 1995, and incorporated herein by reference.
1.6 Amendment to Declaration of Trust adding the Phoenix Emerging Markets Bond Portfolio filed with
Post-Effective Amendment No. 17 on August 29, 1995 and incorporated herein by reference.
1.7 Amendment to Declaration of Trust changing the name of the Phoenix Endowment Fixed-Income
Portfolio to Phoenix Diversified Income Portfolio, filed herewith and incorporated herein by
reference.
2. Not applicable.
3. Not applicable.
4. Reference is made to Article III of Registrant's Agreement and Declaration of Trust, as amended,
and filed with those Registration Statements referred to in Exhibit 1, above.
5. Form of Investment Advisory Agreement between the Registrant and Phoenix Investment Counsel, Inc.
covering the Phoenix Tax-Exempt Bond, Phoenix Capital Appreciation, Phoenix International, Phoenix
Endowment Equity and Phoenix Endowment Fixed Income Portfolios, filed with Post-Effective
Amendment No. 12 on April 1, 1994, and incorporated herein by reference.
5.1 Form of Investment Advisory Agreement between Registrant and Phoenix Realty Securities, Inc.
covering the Phoenix Real Estate Securities Portfolio, filed with Post-Effective Amendment No. 14
on March 1, 1995, and incorporated herein by reference.
5.2 Form of Subadvisory Agreement among the Registrant, Phoenix Realty Securities, Inc. and
ABKB/LaSalle Partners Limited Partnership, filed with Post-Effective Amendment No. 14 on March 1,
1995, and incorporated herein by reference.
6.1 Form of Distribution Agreement for Class A shares between the Registrant and Phoenix Equity
Planning Corporation, filed with Post-Effective Amendment No. 10 on December 13, 1993, and
incorporated herein by reference.
6.1a Form of Distribution Agreement for Class B shares between Registrant and Phoenix Equity Planning
Corporation, filed with Post-Effective Amendment No. 10 on December 13, 1993, and incorporated
herein by reference.
6.2 Form of Sales Agreement between Phoenix Equity Planning Corporation and dealers, filed with Post-
Effective Amendment No. 10 on December 13, 1993, and incorporated herein by reference.
C-1
<PAGE>
6.3 Form of Broker Agreement, filed with Pre-Effective Amendment No. 1 on May 19, 1988 and
incorporated herein by reference.
7. Not applicable.
8.1 Custodian Contract between Registrant and State Street Bank and Trust Company, filed with
Pre-Effective Amendment No. 2 on July 7, 1988 and incorporated herein by reference.
8.2 Schedule A to Custodian Contract between Registrant and State Street Bank and Trust Company, filed
with Post-Effective Amendment No. 3 on October 30, 1989 and incorporated herein by reference.
8.3 Custodian Agreement between Registrant and Brown Brothers Harriman & Co. covering the Phoenix
International Portfolio, filed with Post-Effective Amendment No. 13 on December 12, 1994 and
incorporated herein by reference.
9.1 Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation, filed with
Post-Effective Amendment No. 13 on December 12, 1994 and incorporated herein by reference.
9.2 Transfer Agency and Service Agreement between Registrant and Phoenix Equity Planning Corporation,
filed with Post-Effective Amendment No. 13 on December 12, 1994 and incorporated herein by
reference.
9.3 Sub-Transfer Agency Agreement between Phoenix Equity Planning Corporation and State Street Bank
and Trust Company, filed with Post-Effective Amendment No. 13 on December 12, 1994 and
incorporated herein by reference.
10.1 Opinion and Consent of Counsel covering shares of the Phoenix Tax-Exempt Bond Portfolio, filed
with Pre-Effective Amendment No. 2 on July 7, 1988, and incorporated herein by reference.
10.2 Opinion and Consent of Counsel covering shares of the Phoenix Capital Appreciation Portfolio and
the Phoenix International Portfolio, filed with Post-Effective Amendment No. 3 on October 30, 1989
and incorporated herein by reference.
10.3 Opinion and Consent of Counsel covering shares of the Phoenix Endowment Equity Portfolio and
Endowment Fixed-Income Portfolio, filed with Post-Effective Amendment No. 8 on April 8, 1993, and
incorporated herein by reference.
10.4 Opinion and Consent of Counsel covering shares of the Phoenix Real Estate Securities Portfolio,
filed with Post-Effective Amendment No. 14 on March 1, 1995, and incorporated herein by reference.
10.5 Opinion and Consent of Counsel covering shares of the Phoenix Emerging Markets Bond Portfolio,
filed with Post-Effective Amendment No. 17 on August 29, 1995, and incorporated herein by
reference.
11. Consent of Independent Accountants, filed herewith.
12. Not applicable.
13. Initial Capital Agreement, filed with Pre-Effective Amendment No. 2 July 7, 1988, and incorporated
herein by reference.
14.1 Custodial Agreement and supporting documentation and information relating to Internal Revenue Code
Section 403(b) (7) tax sheltered accounts, filed with Post-Effective Amendment No. 3 on October
30, 1989, and incorporated herein by reference.
14.2 Custodial Agreement and supporting documentation and information relating to Individual Retirement
Accounts ("IRAs"), filed with Post-Effective Amendment No. 3 on October 30, 1989, and incorporated
herein by reference.
15.1 Class A Shares Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940,
filed with Post-Effective Amendment No. 10 on December 13, 1993, and incorporated herein by
reference.
15.1a Class B Shares Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940,
filed with Post-Effective Amendment No. 10 on December 13, 1993, and incorporated herein by
reference.
16. Not applicable.
17. Financial Data Schedule filed herewith and reflected on EDGAR as Exhibit 27.
C-2
<PAGE>
18. Rule 18f-3 Dual Distribution Plan effective March 15, 1996 filed with Post-Effective Amendment No.
18 on March 1, 1996, and incorporated herein by reference.
19. Powers of attorney, filed herewith.
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The following information is given as of February 29, 1996.
Number of
Shareholder
Title of Class Accounts
------------------------------------- --------- -------------------
Shares of Beneficial Interest,
$1 par value, of the Phoenix Class A 4,181
Tax-Exempt Bond Portfolio Class B 137
Shares of Beneficial Interest,
$1 par value of the Phoenix Class A 13,388
International Portfolio Class B 664
Shares of Beneficial Interest,
$1 par value, of the Phoenix Class A 43,810
Capital Appreciation Portfolio Class B 1,832
Shares of Beneficial Interest,
$1 par value, of the Phoenix
Endowment Equity Portfolio 8
Shares of Beneficial Interest,
$1 par value, of the Phoenix
Diversified Income Portfolio 5
Shares of Beneficial Interest,
$1 par value, of the Real Estate Class A 587
Securities Portfolio Class B 310
Shares of Beneficial Interest,
$1 par value, of the Emergency
Markets Class A 211
Securities Portfolio Class B 122
ITEM 27. INDEMNIFICATION
Under the Agreement and Declaration of Trust establishing the Registrant any
present or former Trustee or officer of the Registrant and any person who
serves at the Registrant's request as a director, officer or trustee of
another organization in which the Registrant has any interest as a
shareholder, creditor or otherwise is indemnified against all liabilities
incurred in connection with the defense or disposition of any action, suit or
other proceeding in which he may be or may have been involved as a party or
otherwise by reason of being or having been such a Trustee, officer or
director, except with respect to any matter as to which he shall have been
finally adjudicated in any such action, suit or other proceeding not to have
acted in good faith in the reasonable belief that his action was in or not
opposed to the best interest of the Registrant and with respect to any
liability to the Registrant or its shareholders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Trustee, officer or controlling
person, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS
Phoenix Investment Counsel, Inc.
Phoenix Investment Counsel, Inc., a registered investment adviser which
serves as an investment adviser to the Registrant, also serves as investment
adviser to other registered investment companies and as subadviser to other
registered investment companies.
C-3
<PAGE>
There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or
officer of Phoenix Investment Counsel, Inc. is, or at any time during the
past two years has been, engaged for his or her own account or in the
capacity of director, officer, employee, partner or trustee.
<TABLE>
<CAPTION>
Positions with
Name Investment Adviser Business and Other Connections
------------------------- -------------------------- -------------------------------------------------------
<S> <C> <C>
Martin J. Gavin Director and Director and Executive Vice President, Finance and
Executive Vice President Operations, Phoenix Duff & Phelps Corporation.
Director and Executive Vice President, Phoenix Equity
Planning Corporation, and National Securities &
Research Corporation. Director, W.S. Griffith & Co.,
Inc. Director and Vice President, PM Holdings, Inc.
Executive Vice President, the Phoenix Funds. Senior
Vice President, Investment Products, Phoenix Home Life
Mutual Insurance Company (until 1995).
Michael E. Haylon Director and Director and Executive Vice President, Investments,
President Phoenix Duff & Phelps Corporation. Vice President, the
Phoenix Funds. Director and Executive Vice President,
National Securities & Research Corporation. Senior
Vice President, Securities Investments, Phoenix Home
Life Mutual Insurance Company (until 1995). Director,
Phoenix Equity Planning Corporation. Vice President,
Phoenix Duff & Phelps Institutional Mutual Funds.
Philip R. McLoughlin Director and Chairman Executive Vice President, Investments, and Director,
Phoenix Home Life Mutual Insurance Company. Director,
Vice Chairman and Chief Executive Officer, Phoenix
Duff & Phelps Corporation. Director/Trustee of the
Phoenix Funds. Trustee and President, Phoenix Duff &
Phelps Institutional Mutual Funds. Director and
President, Phoenix Equity Planning Corporation.
Director, Chairman, and Chief Executive Officer,
National Securities & Research Corporation. Director,
Phoenix Re Corporation (Delaware), Phoenix Realty
Group, Inc., Phoenix Realty Advisors, Inc., Phoenix
Realty Investors, Inc. and Phoenix Realty Securities
Inc. Director and Vice President, PM Holdings, Inc.,
and World Trust Fund.
William J. Newman Executive Vice President Senior Vice President, National Securities & Research
Corporation. Senior Vice President, Phoenix Equity
Planning Corporation. Senior Vice President, Phoenix
Strategic Equity Series Fund. The Phoenix Edge Series
Fund, Phoenix Multi-Portfolio Fund, Phoenix Income and
Growth Fund, Phoenix Series Fund, Phoenix Total Return
Fund, Inc., Phoenix Worldwide Opportunities Fund, and
Phoenix Duff & Phelps Institutional Mutual Funds. Vice
President, Common Stock, and Chief Investment
Strategist, Phoenix Home Life Mutual Insurance Company
(until 1995). Chief Investment Strategist, Kidder,
Peabody Co., Inc. (until 1994).
C-4
<PAGE>
Positions with
Name Investment Adviser Business and Other Connections
------------------------- -------------------------- -------------------------------------------------------
Paul A. Atkins Senior Vice President Vice President, Institutional Investment Sales,
Phoenix Home Life Mutual Insurance Company
(1989-1995). Various other positions with Phoenix Home
Life Mutual Insurance Company (1969-1989).
William R. Moyer Senior Vice President, Senior Vice President and Chief Financial Officer,
Finance, and Treasurer Phoenix Duff & Phelps Corporation. Vice President,
Phoenix Duff & Phelps Institutional Mutual Funds
(February 1996-present). Senior Vice President,
Finance, and Treasurer, Phoenix Equity Planning
Corporation. Senior Vice President, Finance, and
Treasurer, National Securities & Research Corporation.
Senior Vice President, Chief Financial Officer and
Treasurer, W.S. Griffith & Co., Inc. (until 1995).
Vice President, the Phoenix Funds. Vice President,
Investment Products Finance, Phoenix Home Life Mutual
Insurance Company (until 1995).
David L. Albrycht Vice President Portfolio Manager, Phoenix Home Life Mutual Insurance
Company (until 1995). Vice President, Phoenix
Multi-Sector Short Term Bond Fund, Phoenix
Multi-Portfolio Fund and Phoenix Multi-Sector Fixed
Income Fund, Inc.
Michael K. Arends Vice President Vice President, Phoenix Series Fund, Phoenix Strategic
Equity Series Fund and National Securities & Research
Corporation. Portfolio Manager, Kemper Investment
Portfolio Growth Fund (until 1994). Portfolio Manager,
Phoenix Home Life Mutual Insurance Company (until
1996).
Curtiss O. Barrows Vice President Vice President, Phoenix Series Fund, The Phoenix Edge
Series Fund, Phoenix Multi-Portfolio Fund and
National Securities & Research Corporation. Portfolio
Manager, Public Bonds, Phoenix Home Life Mutual
Insurance Company (until 1995).
Sandra L. Becker Vice President Managing Director, Private Placements, Phoenix Home
Life Mutual Insurance Company (until 1995).
Kathleen A. Bloomquist Vice President Second Vice President, Institutional Client
Relations/Service, Phoenix Home Life Mutual Insurance
Company (until 1996). Vice President, Worldwide
Phoenix Limited (until 1995).
James C. Bly Vice President Regional Group Pension Manager, Phoenix Home Life
Mutual Insurance Company (until 1995).
Mary E. Canning Vice President Vice President, Phoenix Series Fund and The Phoenix
Edge Series Fund. Associate Portfolio Manager, Common
Stock, Phoenix Home Life Mutual Insurance Company
(until 1995).
Paul M. Chute Vice President Managing Director, Private Placements, Phoenix Home
Life Mutual Insurance Company (until 1995).
C-5
<PAGE>
Positions with
Name Investment Adviser Business and Other Connections
------------------------- -------------------------- -------------------------------------------------------
Nelson Correa Vice President Managing Director, Private Placements, Phoenix Home
Life Mutual Insurance Company (until 1995).
James M. Dolan Vice President, Vice President and Compliance Officer, Phoenix Equity
Assistant Clerk Planning Corporation. Vice President, the Phoenix
and Assistant Secretary Funds, Phoenix Duff & Phelps Institutional Mutual
Funds and National Securities & Research Corporation.
Vice President and Chief Compliance Officer, Phoenix
Realty Advisors, Inc. and Chief Compliance Officer,
Phoenix Realty Securities, Inc.
Jeanne H. Dorey Vice President Vice President, The Phoenix Edge Series Fund, Phoenix
Multi-Portfolio Fund, Phoenix Worldwide Opportunities
Fund and National Securities & Research Corporation.
Portfolio Manager, International, Phoenix Home Life
Mutual Insurance Company (until 1995).
John M. Hamlin Vice President Vice President, Phoenix Income and Growth Fund and
Phoenix Series Fund. Portfolio Manager, Common Stock,
Phoenix Home Life Mutual Insurance Company (until
1995).
Richard C. Harland Vice President Portfolio Manager, Phoenix Home Life Mutual Insurance
Company (until 1995). Senior Institutional Portfolio
Manager and Managing Director, J&W Seligman & Company
(1986-1995).
Christopher J. Kelleher Vice President Portfolio Manager, Public Bonds, Phoenix Home Life
Mutual Insurance Company (until 1995). Vice President,
Phoenix Series Fund, The Phoenix Edge Series Fund,
Phoenix Duff & Phelps Institutional Mutual Funds and
National Securities & Research Corporation.
Peter S. Lannigan Vice President Vice President, Phoenix Multi-Portfolio Fund.
Associate Director, Bond Rating Group, Standard &
Poor's Corp. (until 1993). Director, Public Fixed
Income, Phoenix Home Life Mutual Insurance Company
(until 1995).
Thomas S. Melvin, Jr. Vice President Vice President, Phoenix Multi-Portfolio Fund, Phoenix
Duff & Phelps Institutional Mutual Funds, and National
Securities & Research Corporation. Portfolio Manager,
Common Stock, Phoenix Home Life Mutual Insurance
Company (until 1995).
Charles L. Olson Vice President Regional Marketing Manager, Phoenix Home Life Mutual
Insurance Company (until 1995).
C. Edwin Riley, Jr. Vice President Vice President, Phoenix Total Return Fund, Inc.,
Phoenix Series Fund, and The Phoenix Edge Series Fund.
Portfolio Manager, Phoenix Home Life Mutual Insurance
Company (until 1995). Sr. Vice President and Director
of Equity Management for Nationsbank Investment
Management (1981-1995).
C-6
<PAGE>
Positions with
Name Investment Adviser Business and Other Connections
------------------------- -------------------------- -------------------------------------------------------
Amy L. Robinson Vice President Vice President, The Phoenix Edge Series Fund, Phoenix
Series Fund and National Securities & Research
Corporation. Managing Director, Securities
Administration, Phoenix Home Life Mutual Insurance
Company (until 1995).
David M. Schans, C.L.U. Vice President Institutional Vice President, Phoenix Duff & Phelps
Corporation. Regional Group Pension Manager, Phoenix
Home Life Mutual Insurance Company (until 1995).
Holly S. Simeon Vice President Regional Vice President, Phoenix Home Life Mutual
Insurance Company (until 1995).
Dorothy J. Skaret Vice President Vice President, Phoenix Series Fund, The Phoenix Edge
Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds (February 1996-present). National
Securities & Research Corporation and Phoenix Realty
Securities, Inc. Director, Public Fixed Income,
Phoenix Home Life Mutual Insurance Company (until
1995).
Rosemary T. Strekl Vice President Vice President, Private Placements, Phoenix Home Life
Mutual Insurance Company (until 1995).
James D. Wehr Vice President Vice President, Phoenix Multi-Portfolio Fund, Phoenix
Series Fund, The Phoenix Edge Series Fund, Phoenix
California Tax Exempt Bonds, Inc., Phoenix Duff &
Phelps Institutional Mutual Funds (February
1996-present) and National Securities & Research
Corporation. Managing Director, Public Fixed Income,
Phoenix Home Life Mutual Insurance Company (until
1995).
John T. Wilson Vice President Vice President, Phoenix Multi-Portfolio Fund, The
Phoenix Edge Series Fund, Phoenix Worldwide
Opportunities Fund and National Securities & Research
Corporation. Portfolio Manager, Common Stock, Phoenix
Home Life Mutual Insurance Company (until 1995).
G. Jeffrey Bohne Clerk Vice President, Transfer Agent Operations, Phoenix
Equity Planning Corporation. Vice President, Phoenix
Duff & Phelps Institutional Mutual Funds. Secretary,
the Phoenix Funds. Clerk, Phoenix Total Return Fund,
Inc. Vice President and General Manager, Phoenix Home
Life Mutual Insurance Company (until 1995).
Thomas N. Steenburg Secretary Vice President and Counsel, Phoenix Duff & Phelps
Corporation. Vice President, Phoenix Duff & Phelps
Institutional Mutual Funds. Secretary, National
Securities & Research Corporation, and Phoenix Equity
Planning Corporation. Counsel, Phoenix Home Life
Mutual Insurance Company (until 1995).
</TABLE>
Phoenix Realty Securities, Inc.
Phoenix Realty Securities, Inc., is a registered investment adviser which
serves as investment adviser to the Registrant's Real Estate Securities
Portfolio.
C-7
<PAGE>
There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or
officer of Phoenix Realty Securities, Inc. is, or at any time during the past
two years has been, engaged for his or her own account or in the capacity of
director, officer, employee, partner or trustee.
<TABLE>
<CAPTION>
Position and Offices
Name with Underwriter Business and Other Connections
----------------------- -------------------------------------- ----------------------------------------------------
<S> <C> <C>
Robert W. Fiondella Director Chairman, President and Chief Executive Officer,
Phoenix Home Life Mutual Insurance Company.
Director, Phoenix Equity Planning Corporation,
National Securities & Research Corporation, Phoenix
Realty Advisors, Inc., Phoenix Realty Investors,
Inc. and Phoenix Realty Group, Inc. Director and
President of PM Holdings, Inc.
Philip R. McLoughlin Director Executive Vice President, Investments, and
Director, Phoenix Home Life Mutual Insurance
Company. Director, Vice Chairman and Chief
Executive Officer, Phoenix Duff & Phelps
Corporation. Director/Trustee, President, Phoenix
Funds. Trustee and President, Phoenix Duff & Phelps
Institutional Mutual Funds. Director and President,
Phoenix Equity Planning Corporation. Director,
Chairman, and Chief Executive Officer, National
Securities & Research Corporation. Director and
Vice President, PM Holdings, Inc., Director,
Phoenix Re Corporation (Delaware), World Trust
Fund, Phoenix Realty Group, Inc., Phoenix Realty
Advisors, Inc., Phoenix Realty Investors, Inc. and
Phoenix Investment Counsel, Inc.
Scott C. Noble Director and Chief Executive Officer Senior Vice President, Real Estate, Phoenix Home
Life Mutual Insurance Company. Director and
Executive Vice President, Phoenix Real Estate
Securities, Inc. Vice President, Phoenix
Multi-Portfolio Fund and The Phoenix Edge Series
Fund. Director and President, Phoenix Founders,
Inc., Phoenix Realty Advisors, Inc. and Phoenix
Realty Group, Inc. Director, President and Chief
Executive Officer, Phoenix Realty Investors, Inc.
Charles J. Paydos Director Executive Vice President and Director, Phoenix Home
Life Mutual Insurance Company. Director, Phoenix
Equity Planning Corporation, National Securities &
Research Corporation, W. S. Griffith & Co., Inc.,
and Phoenix Realty Group, Inc. Director and Vice
President, PM Holdings, Inc.
David W. Searfoss Director and Treasurer Executive Vice President and Chief Financial
Officer, Phoenix Home Life Mutual Insurance
Company. Director, Phoenix Equity Planning
Corporation. Director, Vice President and
Treasurer, PM Holdings, Inc. Director and
Treasurer, Phoenix Realty Group, Inc. Treasurer,
Phoenix Realty Advisors, Inc. and Phoenix Realty
Investors, Inc.
C-8
<PAGE>
Position and Offices
Name with Underwriter Business and Other Connections
----------------------- -------------------------------------- ----------------------------------------------------
Dona D. Young Director Executive Vice President, Individual Insurance and
General Counsel, Phoenix Home Life Mutual Insurance
Company. Director, Executive Vice President and
General Counsel, Phoenix American Life Insurance
Company. Director and Vice President, PM Holdings,
Inc. Director, 238 Columbus Blvd., Inc., American
Phoenix Life and Reassurance Company, PHL Variable
Insurance Company, Worldwide Phoenix Offshore,
Inc., Phoenix Equity Planning Corporation, Phoenix
Investment Counsel, Inc., W.S. Griffith & Co.,
Inc., and Phoenix Realty Group, Inc.
Barbara Rubin President Vice President, Real Estate, Phoenix Home Life
Mutual Insurance Company. Vice President, Phoenix
Multi-Portfolio Fund and The Phoenix Edge Series
Fund. Director, Phoenix Home Life Federal Credit
Union, VNA Health Care, Inc. and Broad Park
Development Corporation. Vice President, 238
Columbus Blvd., Inc., Director and Vice President,
Phoenix Founders, Inc. Vice President, Phoenix
American Life Insurance Company, Vice President,
Phoenix Real Estate Securities, Inc. Executive Vice
President, Phoenix Realty Group, Inc.
Steven R. Blomquist Executive Vice President Managing Director, Real Estate, Phoenix Home Life
Mutual Insurance Company. Senior Vice President,
Phoenix Realty Group, Inc. Executive Vice
President, Phoenix Realty Investors, Inc.
Charles J. Bello Senior Vice President Managing Director, Real Estate, Phoenix Home Life
Mutual Insurance Company. Director, Mass Mutual
Life Insurance Company (1985-1995).
James F. Conway Senior Vice President Managing Director, Real Estate, Phoenix Home Life
Mutual Insurance Company. Regional Vice President,
The Travelers Insurance Company (1989-1995).
Douglas G. Denyer Senior Vice President Managing Director, Real Estate, Phoenix Home Life
Mutual Insurance Company. Senior Vice President and
Treasurer, Phoenix Realty Group, Inc. Senior Vice
President, Phoenix Realty Advisors, Inc.
Geoffrey S. Emanuel Senior Vice President Managing Director, Real Estate, Phoenix Home Life
Mutual Insurance Company. Senior Investment
Officer, Connecticut MutualLife Insurance Company
(1992-1995).
Terence P. O'Day Senior Vice President Managing Director, Real Estate, Phoenix Home Life
Mutual Insurance Company. Senior Vice President,
Phoenix Realty Advisors, Inc. and Phoenix Realty
Group, Inc.
C-9
<PAGE>
Position and Offices
Name with Underwriter Business and Other Connections
----------------------- -------------------------------------- ----------------------------------------------------
James M. Dolan Chief Compliance Officer Vice President and Compliance Officer, Phoenix
Equity Planning Corporation and Phoenix Realty
Advisors, Inc. Vice President, the Phoenix Funds,
Phoenix Duff & Phelps Institutional Mutual Funds
and National Securities & Research Corporation.
Edward F. Kaeser, Jr. Vice President Director, Real Estate, Phoenix Home Life Mutual
Insurance Company. Vice President, Phoenix Realty
Advisors, Inc. and Phoenix Realty Group, Inc.
Susan M. Motowidlak Vice President Director, Real Estate, Phoenix Home Life Mutual
Insurance Company.
Rodney E. Pelletier Vice President Director, Real Estate, Phoenix Home Life Mutual
Insurance Company. Vice President, Phoenix Realty
Group, Inc.
Antonia G. Rhodus Vice President Director, Vice President, Phoenix Home Life Mutual
Insurance Company. Vice President, Phoenix Realty
Group, Inc. and Phoenix Realty Advisors, Inc.
Dorothy J. Skaret Vice President Vice President, Phoenix Series Fund, The Phoenix
Edge Series Fund, Phoenix Investment Counsel, Inc.
and National Securities and Research Corporation.
Director, Public Fixed Income, Phoenix Home Life
Mutual Insurance Company (until 1995).
Gretchen E. Spielman Vice President Director, Real Estate, Phoenix Home Life Mutual
Insurance Company.
Stephen Swett Vice President Director, Real Estate, Phoenix Home Life Mutual
Insurance Company. Vice President, Phoenix Realty
Group, Inc.
Keith D. Robbins Secretary Vice President and Investment Counsel, Phoenix Home
Life Mutual Insurance Company. Secretary, Phoenix
Equity Planning Corporation, PM Holdings, Inc.,
Worldwide Phoenix Offshore, Inc., Phoenix Realty
Advisors, Inc., Phoenix Realty Investors, Inc. and
Phoenix Realty Group, Inc.
</TABLE>
The respective principal addresses of the companies or other entities
named above are as follows:
American Phoenix Corporation }302 West Main Street
}Avon, CT 06001
American Phoenix Investment Portfolios }13, rue Goethe
}L-2014 Luxembourg
American Phoenix Life and Reassurance Company }One American Row
}Hartford, CT 06115
Kemper Financial Services }120 South LaSalle Street
}Chicago, IL 60603
National Securities & Research Corporation }One American Row
}Hartford, CT 06115
PHL Variable Insurance Company }One American Row
}Hartford, CT 06115
C-10
<PAGE>
Phoenix America Life Insurance Company }One American Row
}Hartford, CT 06115
Phoenix Equity Planning Corporation }100 Bright Meadow Boulevard
}P.O. Box 2200
}Enfield, CT 06083-2200
Phoenix Home Life Mutual Insurance Company }One American Row
}Hartford, CT 06115
Phoenix Investment Counsel, Inc. }56 Prospect Street
}Hartford, CT 06115
Phoenix Duff & Phelps Corporation }56 Prospect Street
}Hartford, CT 06115
Phoenix Realty Advisors, Inc. }One American Row
}Hartford, CT 06115
Phoenix Realty Group, Inc. }One American Row
}Hartford, CT 06115
Phoenix Realty Investors, Inc. }One American Row
}Hartford, CT 06115
Phoenix Realty Securities, Inc. }One American Row
}Hartford, CT 06115
Phoenix Re Corporation (Delaware) }80 Maiden Lane
}New York, NY 01301
PM Holdings, Inc. }One American Row
}Hartford, CT 06115
The Phoenix Funds }101 Munson Street
}Greenfield, MA 01301
238 Columbus Blvd., Inc. }One American Row
}Hartford, CT 06115
W. S. Griffith & Co., Inc. }100 Bright Meadow Boulevard
}P.O. Box 2200
}Enfield, CT 06083-2200
World Trust Fund }KREDIETRUST
}Societe Anonyme
}11, rue Aldringen
}L-2690 Luxembourg
}R.C. Luxembourg B 10.750
Worldwide Phoenix Limited }41 Cedar House
}Hamilton HM 12, Bermuda
Worldwide Phoenix Offshore, Inc. }One American Row
}Hartford, CT 06115
ITEM 29. PRINCIPAL UNDERWRITER
(a) Phoenix Equity Planning Corporation ("Equity Planning"), which is located
at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
06083-2200, serves as the principal underwriter of the Registrant's shares.
Equity Planning also acts as principal underwriter for the other Phoenix
Funds and for the variable contracts issued by the Phoenix Home Life Variable
Accumulation Account and Phoenix Home Life Variable Universal Life Account.
C-11
<PAGE>
(b) Directors and executive officers of Phoenix Equity Planning
Corporation are as follows:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
-------------------------- ---------------------------- ---------------------------
<S> <C> <C>
Martin J. Gavin Director and Executive Vice President
56 Prospect Street Executive Vice President
P.O. Box 150480
Hartford, CT 06115-0480
Michael E. Haylon Director Executive Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480
Philip R. McLoughlin Director and Trustee and President
One American Row President
Hartford, CT 06115
William J. Newman Senior Vice President Senior Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480
Leonard J. Saltiel Senior Vice President Vice President
100 Bright Meadow Blvd.
P.0. Box 2200
Enfield, CT 06083-2200
William R. Moyer Senior Vice President, Vice President
100 Bright Meadow Blvd. Finance, and Treasurer
P.O. Box 2200
Enfield, CT 06083-2200
G. Jeffrey Bohne Vice President, Secretary
100 Bright Meadow Blvd. Transfer Agent Operations
P.O. Box 2200
Enfield, CT 06083-2200
Nancy G. Curtiss Vice President, Treasurer
56 Prospect Street Fund Accounting
P.O. Box 150480
Hartford, CT 06115-0480
Maris Lambergs Vice President, None
100 Bright Meadow Blvd. National Sales Manager
P.O. Box 2200
Enfield, CT 06083-2200
James M. Dolan Vice President and Vice President
100 Bright Meadow Blvd. Compliance Officer;
P.O. Box 2200 Assistant Secretary
Enfield, CT 06083-2200
Elizabeth R. Sadowinski Vice President, None
100 Bright Meadow Blvd. Field and Investor Service
P.O. Box 2200
Enfield, CT 06083-2200
Eugene A. Charon Controller None
100 Bright Meadow Blvd.
P.O. Box 2200
Enfield, CT 06083-2200
C-12
<PAGE>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
-------------------------- ---------------------------- ---------------------------
Thomas N. Steenburg Secretary Assistant Secretary
One American Row
Hartford, CT 06115
</TABLE>
(c) Equity Planning received the following commissions or other
compensation from the Registrant during the fiscal year ending November 30,
1995:
Compensation
Net on
Name of Underwriting Redemption
Principal Discounts and and Brokerage Other
Underwriter Commissions Repurchase Commissions Compensation
--------------- ------------- ------------ ----------- -------------
Equity Planning $622,952 $0 $0 $227,721
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and the Rules promulgated thereunder include Registrant's
investment advisers, Phoenix Investment Counsel, Inc. and Phoenix Realty
Securities, Inc.; Registrant's financial agent, transfer agent and principal
underwriter, Phoenix Equity Planning Corporation; Registrant's dividend
disbursing agent, State Street Bank and Trust Company; and Registrant's
custodians, State Street Bank and Trust Company and Brown Brothers Harriman &
Co. (custodian for the Phoenix International Portfolio). The address of the
Secretary of the Trust is 101 Munson Street, Greenfield, Massachusetts 01301;
the address of Phoenix Investment Counsel, Inc. and Phoenix Realty
Securities, Inc. is One American Row, Hartford, Connecticut 06115-2520; the
address of Phoenix Equity Planning Corporation is 100 Bright Meadow
Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200; the address of the
dividend disbursing agent is P.0. Box 8301, Boston, Massachusetts 02266-8301,
Attention: Phoenix Funds; the address of custodian State Street Bank and
Trust Company is P.0. Box 351, Boston, Massachusetts 02101 and the address
for the custodian of the Phoenix International Portfolio is Brown Brothers
Harriman & Co., 40 Water Street, Boston, Massachusetts 02109.
ITEM 31. MANAGEMENT SERVICES
The information required by this Item is included in the Statement of
Additional Information.
ITEM 32. UNDERTAKINGS
The information called for by Item 5A of Form N-1A is contained in the Fund's
annual report to shareholders: accordingly, the Fund hereby undertakes to
furnish each person to whom a prospectus is delivered with a copy of the
Fund's latest annual report, upon request and without charge.
The Fund undertakes, if requested to do so by the holders of at least 10%
of the Trust's outstanding shares, to call a meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees and
to assist to communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940.
Registrant undertakes to call a special meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees and
to assist in communications with other shareholders, as required by Section
16(c) of the 1940 Act, if requested to do so by holders of at least 10% of a
Portfolio's outstanding shares.
C-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, and State of Connecticut on the 29th day of March, 1996.
PHOENIX MULTI-PORTFOLIO FUND
ATTEST: /s/ Thomas N. Steenburg By: /s/ Philip R. McLoughlin
Thomas N. Steenburg Philip R. McLoughlin
Assistant Secretary President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons
in the capacities indicated, on this 29th day of March, 1996.
Signature Title
-------------------------- --------------------- ----------------------
Trustee
C. Duane Blinn*
Trustee
Robert Chesek*
Trustee
E. Virgil Conway*
Treasurer (principal
Nancy G. Curtiss* financial and
accounting officer)
Trustee
Harry Dalzell-Payne*
Trustee
Leroy Keith, Jr.*
/s/ Philip R. McLoughlin Trustee and
Philip R. McLoughlin President
Trustee
James M. Oates*
Trustee
Philip R. Reynolds*
Trustee
Herbert Roth, Jr.*
Trustee
Richard E. Segerson*
Trustee
Lowell P. Weicker, Jr.*
*By /s/ Philip R. McLoughlin
*Philip R. McLoughlin pursuant to powers of attorney, copies of which are
filed herewith.
S-1(c)
Exhibit 1.7
Amendment to Declaration of Trust
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
Amendment to Declaration of Trust
We, the undersigned, being all of the members of the Board of Trustees
of the Phoenix Multi-Portfolio Fund, a Massachusetts business trust organized
under an Agreement and Declaration of Trust dated October 15, 1987, as amended
August 23, 1989, April 1, 1993, May 25, 1994, January 1, 1995, and March 1,
1995, acting pursuant to Section 6.3 of ARTICLE VI of said Agreement and
Declaration of Trust for the purpose of changing the name of the Series
designated "Phoenix Endowment Equity Portfolio" to "Phoenix Diversified Income
Portfolio" hereby further amend said Agreement and Declaration of Trust,
effective May 24, 1995, by deleting the first paragraph of Section 3.2 of
ARTICLE III thereof and by inserting in lieu of such paragraph the following
paragraph:
"Without limiting the authority of the Trustees set forth in Section 3.1 to
establish and designate any further Series, the following seven Series are
hereby established and designated: Phoenix Tax-Exempt Bond Portfolio, Phoenix
Capital Appreciation Portfolio, Phoenix International Portfolio, Phoenix
Endowment Equity Portfolio, Phoenix Diversified Income Portfolio, Phoenix Real
Estate Securities Portfolio and Phoenix Emerging Markets Bond Portfolio."
WITNESS our hands this 24th day of May, 1995.
/s/ C. Duane Blinn /s/ Philip R. McLoughlin
- ------------------ ---------------------
C. Duane Blinn Philip R. McLoughlin
/s/ Robert Chesek /s/ James M. Oates
- ------------------ ---------------------
Robert Chesek James M. Oates
/s/ E. Virgil Conway /s/ Philip R. Reynolds
- ------------------ ---------------------
E. Virgil Conway Philip R. Reynolds
/s/ Harry Dalzell-Payne /s/ Herbert Roth, Jr.
- ---------------------- ---------------------
Harry Dalzell-Payne Herbert Roth, Jr.
/s/ Leroy Keith, Jr. /s/ Richard E. Segerson
- ------------------ ---------------------
Leroy Keith, Jr. Richard E. Segerson
/s/ Lowell P. Weicker, Jr.
----------------------
Lowell P. Weicker, Jr.
funds\1439a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 19 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 12, 1996, relating to the financial
statements and financial highlights appearing in the November 30, 1995 Annual
Report to Shareholders of the Endowment Equity Portfolio and the Diversified
Income Portfolio of The Phoenix Multi-Portfolio Fund, which are also
incorporated by reference into the Registration Statement. We also consent to
the reference to us under the heading "Financial Highlights" in the Prospectus
and under the heading "Financial Statements" in the Statement of Additional
Information.
PRICE WATERHOUSE LLP
Boston, Massachusetts
March 29, 1996
Exhibit 18
Powers of Attorney
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/C. Duane Blinn
-------------------
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/Robert Chesek
-------------------
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/E. Virgil Conway
-------------------
form\pmpf2.poa
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/Harry Dalzell-Payne
----------------------
form\pmpf2.poa
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/Leroy Keith
---------------
form\pmpf2.poa
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/James M. Oates
------------------
form\pmpf2.poa
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/Philip R. Reynolds
----------------------
form\pmpf2.poa
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/Herbert Roth, Jr.
--------------------
form\pmpf2.poa
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/Richard E. Segerson
----------------------
form\pmpf2.poa
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of Phoenix
Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin and
Thomas N. Steenburg or either of them as my true and lawful attorneys and agents
with full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/Lowell P. Weicker, Jr.
-------------------------
form\pmpf2.poa
<PAGE>
POWER OF ATTORNEY
I, the undersigned Treasurer and Principal Accounting Officer of
Phoenix Multi-Portfolio Fund, hereby constitute and appoint Philip R. McLoughlin
and Thomas N. Steenburg or either of them as my true and lawful attorneys and
agents with full power to sign for me in the capacity indicated below, any or
all Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to Phoenix Multi-Portfolio Fund, and hereby ratify
and confirm my signature as it may be signed by said attorneys and agents.
I hereby further revoke any and all powers of attorney previously given
by me with respect to said Phoenix Multi-Portfolio Fund, provided that this
revocation shall not affect the exercise of such prior powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
February 21, 1996 /s/Nancy G. Curtiss
-------------------
Nancy G. Curtiss
Treasurer
Principal Financial and
Accounting Officer
form\pmpf2.poa
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<TABLE> <S> <C>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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