-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rkw/LGip3pcHJFJtIvJZ2O4Prtb0sYz/3Ayo693PjQouFqlX3yUvmRVGU6XXfgAq euYYWfXr/idLcZHbKxLTug== 0001029869-98-001178.txt : 19981007 0001029869-98-001178.hdr.sgml : 19981007 ACCESSION NUMBER: 0001029869-98-001178 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19981006 EFFECTIVENESS DATE: 19981006 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX WORLDWIDE OPPORTUNITIES FUND CENTRAL INDEX KEY: 0000034273 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 036066130 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 002-16590 FILM NUMBER: 98721192 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-00945 FILM NUMBER: 98721193 BUSINESS ADDRESS: STREET 1: 101 MUNSON ST STREET 2: 100 BRIGHT MEADOW BLVD P O BOX 2200 CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 2032531938 MAIL ADDRESS: STREET 1: 100 BRIGHT MEADOW BLVD P O BOX2200 CITY: ENFIELD STATE: CT ZIP: 06082-2200 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL WORLDWIDE OPPORTUNITIES FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL AGGRESSIVE GROWTH FUND INC DATE OF NAME CHANGE: 19901018 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFIELD FUND INC DATE OF NAME CHANGE: 19900425 485BPOS 1 PHOENIX WORLDWIDE OPPORTUNITIES FUND FORM 485BPOS As filed with the Securities and Exchange Commission on October 6, 1998 Registration Nos. 2-16590 811-945 ================================================================================ 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. 64 [X] and/or REGISTRATION STATEMENT Under the INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 64 [X] (Check appropriate box or boxes.) ------------- Phoenix Worldwide Opportunities Fund (Exact Name of Registrant as Specified in Declaration of Trust) ------------- 101 Munson Street, Greenfield, Massachusetts 01301 (Address of Principal Executive Offices) (Zip Code) c/o Phoenix Equity Planning Corporation -- Shareholder Services (800) 243-1574 (Registrant's Telephone Number, including Area Code) ------------- Thomas N. Steenburg Vice President, Counsel and Secretary Phoenix Investment Partners, Ltd. 56 Prospect Street Hartford, Connecticut 06115-0479 (name and address of Agent for Service) ------------- Approximate Date of Proposed Public Offering: 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) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(i) [ ] on pursuant to paragraph (a)(i) [ ] 75 days after filing pursuant to paragraph (a)(ii) [ ] on pursuant to paragraph (a)(ii) of Rule 485. If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. ================================================================================ PHOENIX WORLDWIDE OPPORTUNITIES FUND Cross Reference Sheet Pursuant to Rule 404 PART A
Part I of Form N-1A Prospectus Caption ------------------- ------------------ 1. Cover Page ................................................... Cover Page 2. Synopsis ..................................................... Introduction; Fund Expenses 3. Condensed Financial Information .............................. Financial Highlights 4. General Description of Registrant ............................ Introduction; Investment Objectives and Policies; Investment Techniques and Related Risks; Additional Information 5. Management of the Fund ....................................... Introduction; Management of the Fund; Distribution Plans 5A. Management's Discussion of Fund Performance .................. Performance Information 6. Capital Stock and Other Securities ........................... Introduction; Investment Restrictions; Dividends, Distributions and Taxes; Additional Information; Investor Account Services 7. Purchase of Securities Being Offered ......................... How to Buy Shares; Distribution Plans; Net Asset Value; Investor Accounts and Services Available 8. Redemption or Repurchase ..................................... How to Redeem Shares 9. Pending Legal Proceeding ..................................... Not Applicable PART B Part I of Form N-1A Statement of Additional Information ------------------- ----------------------------------- 10. Cover Page ................................................... Cover Page 11. Table of Contents ............................................ Table of Contents 12. General Information .......................................... Cover Page; The Fund 13. Investment Objectives and Policies ........................... Cover Page; Investment Objective and Policies; Investment Restrictions 14. Management of the Fund ....................................... Trustees and Officers 15. Control Persons and Principal Holders of Securities .......... Trustees and Officers 16. Investment Advisory & Other Services ......................... Services of the Adviser; The Distributor; Distribution Plans 17. Brokerage Allocation and Other Practices ..................... Portfolio Transactions and Brokerage 18. Capital Stock and Other Securities ........................... The Fund 19. Purchase, Redemption and Pricing of Securities ............... How to Buy Shares; Investor Account Services; Redemption of Shares; Net Asset Value 20. Tax Status ................................................... Dividends, Distributions and Taxes 21. Underwriter .................................................. The Distributor; Distribution Plans 22. Calculation of Performance Data .............................. Performance Information 23. Financial Statements ......................................... Financial Statements
P H O E N I X F U N D S Prospectus October 6, 1998 [TRIANGLE] PHOENIX WORLDWIDE OPPORTUNITIES FUND [PHOENIX LOGO] PHOENIX INVESTMENT PARTNERS PHOENIX WORLDWIDE OPPORTUNITIES FUND 101 Munson Street Greenfield, MA 01301 PROSPECTUS October 6, 1998 Phoenix Worldwide Opportunities Fund (the "Fund") is a diversified open-end investment management company which invests in domestic and non-U.S. issuers, including companies, governments, governmental agencies and international organizations with the investment objective of capital appreciation. Equity securities are the major portion of the Fund's investments. Securities will be selected primarily for growth potential, and any income dividends derived from portfolio holdings will be considered incidental to the Fund's investment objective. There can be no assurance that the Fund's objective will be achieved. This Prospectus sets forth concisely the information about the Fund that a prospective investor should know before investing. No dealer, salesperson or any 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 information or representations must not be relied upon as having been authorized by the Fund, adviser, or 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. Neither the delivery of this Prospectus nor any sale hereunder shall, under any circumstances, create any implication that information herein is correct at any time subsequent to its date. Investors should read and retain this Prospectus for future reference. Additional information about the Fund is contained in the Statement of Additional Information, dated October 6, 1998, which has been filed with the Securities and Exchange Commission (the "Commission") and is available upon request at no charge by calling (800) 243-4361 or by writing to Phoenix Equity Planning Corporation at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200. The Statement of Additional Information is incorporated herein by reference. The Commission maintains a Web site (http://www.sec.gov) that contains this Prospectus, the Statement of Additional Information, material incorporated by reference, and other information regarding registrants that file electronically with the Commission. Shares of the Fund 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: (800) 367-5877 TELECOMMUNICATION DEVICE (TTY): (800) 243-1926 TABLE OF CONTENTS
Page ----- INTRODUCTION ..................................... 3 FUND EXPENSES .................................... 4 FINANCIAL HIGHLIGHTS ............................. 5 PERFORMANCE INFORMATION .......................... 6 INVESTMENT OBJECTIVE AND POLICIES ................ 6 INVESTMENT TECHNIQUES AND RELATED RISKS .......... 7 INVESTMENT RESTRICTIONS .......................... 9 MANAGEMENT OF THE FUND ........................... 9 DISTRIBUTION PLANS ............................... 10 HOW TO BUY SHARES ................................ 11 INVESTOR ACCOUNT SERVICES ........................ 16 NET ASSET VALUE .................................. 17 HOW TO REDEEM SHARES ............................. 17 DIVIDENDS, DISTRIBUTIONS AND TAXES ............... 19 ADDITIONAL INFORMATION ........................... 19
2 INTRODUCTION This Prospectus describes the shares offered by and the operations of Phoenix Worldwide Opportunities Fund (the "Fund"). The Fund is a diversified, open-end management investment company established as a Massachusetts business trust. The Fund's investment objective is capital appreciation. The Fund invests in domestic and non-U.S. issuers. Investment Adviser Phoenix Investment Counsel, Inc. (the "Adviser" or "PIC") is the investment adviser of the Fund. The Adviser is a subsidiary of Phoenix Investment Partners, Ltd. (formerly Phoenix Duff & Phelps Corporation) and an indirect subsidiary of Phoenix Home Life Mutual Insurance Company. See "Management of the Fund" for a description of the Management Agreement and management fees. Distributor and Distribution Plans Phoenix Equity Planning Corporation ("Equity Planning" or "Distributor") serves as national distributor of the Fund's shares. See "Distribution Plans" and the Statement of Additional Information. Equity Planning also acts as financial agent of the Fund and as such receives a fee. See "The Financial Agent." Equity Planning also serves as the Fund's transfer agent. See "The Custodian and Transfer Agent." The Fund has adopted amended and restated distribution plans pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") for all classes. Pursuant to the amended and restated distribution plan adopted for Class A Shares, the Fund shall reimburse the Distributor up to a maximum annual rate of 0.05% of the Fund's average daily Class A Share net assets for distribution expenditures incurred in connection with the sale and promotion of Class A Shares and will pay the Distributor 0.25% for furnishing shareholder services ("Service Fee"). Although the Class A Share Plan continues to provide for a 0.05% distribution fee, the Distributor has voluntarily agreed to limit the Rule 12b-1 fee charged to Class A Shares to the 0.25% Service Fee for the fiscal year 1999. Pursuant to the amended and restated distribution plan adopted for Class B Shares, the Fund shall reimburse the Distributor up to a maximum annual rate of 0.75% of the Fund's average daily Class B Share net assets for distribution expenditures incurred in connection with the sale and promotion of Class B Shares and will pay the Distributor 0.25% for a Service Fee. See "Distribution Plans." Purchase of Shares The Fund offers two classes of shares which may be purchased at a price equal to their net asset value per share plus a sales charge which, at the election of the purchaser, may be imposed (i) at the time of the purchase (the "Class A Shares") or (ii) on a contingent deferred basis (the "Class B Shares"). Completed applications for the purchase of shares should be mailed to the Phoenix Funds, c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. Class A Shares are offered to the public at the next determined net asset value after receipt of the order by State Street Bank and Trust Company ("State Street Bank"), or an authorized agent, plus a maximum sales charge of 4.75% of the offering price (4.99% of the amount invested) on single purchases of less than $50,000. The sales charge for Class A Shares is reduced on a graduated scale on single purchases of $50,000 or more and subject to other conditions stated below. See "How to Buy Shares," "How to Obtain Reduced Sales Charges on Class A Shares" and "Net Asset Value." Class B Shares are offered to the public at the next determined net asset value after receipt of an order by State Street Bank, or an authorized agent, with no sales charge. Class B Shares are subject to a sales charge if they are redeemed within five years of purchase. See "How to Buy Shares" and "Deferred Sales Charge Alternative--Class B Shares." Shares of each Class represent an identical interest in the investment portfolio of the Fund and have the same rights, except that Class B Shares bear the cost of the higher distribution fees which cause the Class B Shares to have a higher expense ratio and to pay lower dividends than Class A Shares. See "How to Buy Shares." Minimum Initial and Subsequent Investments The minimum initial investment is $500 ($25 if using the bank draft investment program designated "Investo-Matic") and the minimum subsequent investment is $25. Exceptions to the minimum and subsequent investment amounts are available under certain circumstances. See "How to Buy Shares." Redemption of Shares Class A Shares may be redeemed at any time at the net asset value per share next computed after receipt of a redemption request by State Street Bank or an authorized agent. Class B shareholders redeeming shares within five years of the date of purchase will normally be assessed a contingent deferred sales charge. See "How to Redeem Shares." Risk Factors There can be no assurance that the Fund will achieve its investment objectives. The Fund is intended for long-term investors who can accept the risks involved in investments in non-U.S. securities. Investing in such securities involves different risk considerations from those associated with investing solely in U.S. securities. In addition, investors should consider risks inherent in an international portfolio, including foreign exchange rate fluctuations and exchange controls, and certain of the investing policies which the Fund may employ, including the entering into of forward foreign currency exchange contracts and option transactions. Investors should be aware that the Fund's net asset value will fluctuate as the fair market value of the securities in which the Fund invests fluctuates. In addition, special risks may be presented by the particular types of securities in which the Fund may invest. See "Investment Objective and Policies." Pending Change Subject to shareholder approval, Aberdeen Fund Managers Inc. will be appointed subadviser to PIC. On May 27, 1998, the Board of Trustees of Phoenix Worldwide Opportunities Fund approved a change of the portfolio management of the Fund and has recommended to shareholders that Aberdeen Fund Managers Inc. be retained as subadviser. This recommendation was submitted to shareholders in a proxy statement dated September 25, 1998. 3 FUND EXPENSES The following table illustrates all fees and expenses a shareholder will incur. The fees and expenses set forth in the table were for fiscal year ended June 30, 1998.
Class A Class B Shares Shares ----------------- ------------------------- Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price) 4.75% None Maximum Sales Load Imposed on Reinvested Dividends None None Deferred Sales Load None 5% during the first year, decreasing 1% annually to 2% during the fourth and fifth years; decreasing to 0% after the fifth year. Redemption Fee None None Exchange Fee None None Annual Fund Expenses (as a percentage of net assets) Management Fees 0.75% 0.75% 12b-1 Fees (a) (after waiver) 0.25% 1.00% Other Operating Expenses 0.42% 0.42% ------ ---- Total Fund Operating Expenses 1.42%(b) 2.17% ======= ====
- ----------- (a) "Rule 12b-1 Fees" represent an asset based sales charge that, for a long term shareholder, may be higher than the maximum front-end sales charge permitted by the National Association of Securities Dealers, Inc. ("NASD"). The Distributor has voluntarily agreed to limit the fee on Class A Shares to 0.25% for the fiscal year 1999. For the fiscal year ended June 30, 1998, Class A 12b-1 Fees would have been 0.30% absent the waiver. Rule 12b-1 Fees as stated include a Service Fee. See "Distribution Plans." (b) Total Fund Operating Expenses for Class A Shares would have been 1.47%, absent the 12b-1 Fee waiver, for the last fiscal year.
Cumulative Expenses Paid for the Period Example* 1 year 3 years 5 years 10 years - -------- -------- --------- --------- --------- 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: Class A Shares $61 $90 $121 $210 Class B Shares $62 $88 $116 $231 An investor would pay the following expenses on the same $1,000 investment assuming no redemption at the end of each time period: Class A Shares $61 $90 $121 $210 Class B Shares $22 $68 $116 $231
*The purpose of the table above is to help the investor understand the various costs and expenses 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. Class B Share figures assume conversion to Class A Shares after eight years. See "Management of the Fund," "Distribution Plans," and "How to Buy Shares." 4 FINANCIAL HIGHLIGHTS The following table sets forth certain financial information for respective fiscal years of the Fund. The financial information has been audited by PricewaterhouseCoopers LLP, independent accountants. Financial statements and notes thereto are incorporated by reference in the Statement of Additional Information. The Statement of Additional Information and the Fund's most recent Annual Report (containing the Report of Independent Accountants and additional information relating to Fund performance) are available at no charge upon request by calling (800) 243-4361. (Selected data for a share outstanding throughout the indicated period) - --------------------------------------------------------------------------------
Class A ========================================================== Year Ended June 30, ---------------------------------------------------------- 1998 1997 1996 1995 ---------- -------- -------- --------- Net asset value, beginning of period .................... $10.75 $10.29 $9.04 $10.17 Income from investment operations:(7) Net investment income (loss) ............... 0.02 0.03(3) (0.02)(3) 0.01(3) Net realized and unrealized gain (loss) ...................... 2.97 1.25 1.87 0.56 -------- -------- -------- --------- Total from investment operations ................. 2.99 1.28 1.85 0.57 -------- -------- -------- --------- Less distributions: Dividends from net investment income ........... (0.13) (0.04) -- -- Dividends from net realized gains .............. (1.20) (0.78) (0.60) (1.37) In excess of net investment income ........... (0.01) -- -- -- In excess of net realized gains .............. -- -- -- (0.33) -------- -------- -------- --------- Total distributions ......... (1.34) (0.82) (0.60) (1.70) -------- -------- -------- --------- Change in net asset value ..... 1.65 0.46 1.25 (1.13) -------- -------- -------- --------- Net asset value, end of period ....................... $12.40 $10.75 $10.29 $9.04 ======== ======== ======== ========= Total return(4) ............... 31.45% 13.40% 21.39% 6.53% Ratios/supplemental data: Net assets, end of period (thousands) .................. $183,188 $153,005 $146,052 $ 126,481 Ratio to average net assets of: Operating expenses ........... 1.42% 1.53% 1.60% 1.80% Net investment income (loss) ............... 0.21% 0.34% (0.19)% 0.16% Portfolio turnover ............ 156% 234% 245% 277% Class A ============================================================================= Year Ended June 30, ------------------------------------------------------------------------------- 1994 1993 1992 1991 1990 1989 -------- -------- -------- ------- --------- -------- Net asset value, beginning of period .................... $8.00 $7.18 $6.82 $7.56 $7.49 $8.00 Income from investment operations:(7) Net investment income (loss) ............... 0.01 0.03 0.01(2) 0.23(1) 0.19(1)(3) 0.16 Net realized and unrealized gain (loss) ...................... 2.19 0.79 0.36 (0.67) (0.02) (0.53) -------- ------ ------- -------- ------- ------- Total from investment operations ................. 2.20 0.82 0.37 (0.44) 0.17 (0.37) -------- ------ ------- -------- ------- ------- Less distributions: Dividends from net investment income ........... (0.03) -- (0.01) (0.30) (0.10) (0.14) Dividends from net realized gains .............. -- -- -- -- -- -- In excess of net investment income ........... -- -- -- -- -- -- In excess of net realized gains .............. -- -- -- -- -- -- -------- ------- ------- -------- ------- ------- Total distributions ......... (0.03) -- (0.01) (0.30) (0.10) (0.14) -------- ------- ------- -------- ------- ------- Change in net asset value ..... 2.17 0.82 0.36 (0.74) 0.07 (0.51) -------- ------- ------- -------- ------- ------- Net asset value, end of period ....................... $10.17 $8.00 $7.18 $6.82 $7.56 $7.49 ======== ======= ======= ======== ======= ======= Total return(4) ............... 27.46% 11.42% 5.43% (5.27)% 2.19% (4.62)% Ratios/supplemental data: Net assets, end of period (thousands) .................. $118,707 $88,870 $63,354 $59,874 $70,388 $33,881 Ratio to average net assets of: Operating expenses ........... 1.50% 1.88% 2.15%(2) 1.75%(1) 1.33%(1) 1.40% Net investment income (loss) ............... 0.09% 0.61% 0.16% 3.46% 2.44% 1.83% Portfolio turnover ............ 259% 95% 51% 76% 119% 87% Class B ---------------------------------------------------------------- From Year Ended Inception June 30, 7/15/94 --------------------------------------------- to 1998 1997 1996 6/30/95 ----------- ---------------- ---------------- ------------------ Net asset value, beginning of period .................... $10.53 $10.14 $8.98 $10.40 Income from investment operations:(7) Net investment income (loss) ............... (0.06) (0.03)(3) (0.08)(3) (0.02)(3) Net realized and unrealized gain (loss) ...................... 2.90 1.21 1.84 0.30 ------- --------- --------- ---------- Total from investment operations ................. 2.84 1.18 1.76 0.28 ------- --------- --------- ---------- Less distributions: Dividends from net investment income ........... (0.11) (0.01) -- -- Dividends from net realized gains .............. (1.20) (0.78) (0.60) (1.37) In excess of net investment income ........... (0.02) -- -- -- In excess of net realized gains .............. -- -- -- (0.33) ------- --------- --------- ---------- Total distributions ......... (1.33) (0.79) (0.60) (1.70) ------- --------- --------- ---------- Change in net asset value ..... 1.51 0.39 1.16 (1.42) ------- --------- --------- ---------- Net asset value, end of period ....................... $12.04 $10.53 $10.14 $8.98 ======= ========= ========= ========== Total return(4) ............... 30.61% 12.46% 20.50% 3.54%(5) Ratios/supplemental data: Net assets, end of period (thousands) .................. $10,855 $8,412 $5,709 $2,849 Ratio to average net assets of: Operating expenses ........... 2.17% 2.29% 2.34% 2.61%(6) Net investment income (loss) ............... (0.54)% (0.35)% (0.86)% (0.33)%(6) Portfolio turnover ............ 156% 234% 245% 277%
- ---------- (1) Net investment income would have been $.22 and $.17 and the ratio of operating expenses to average net assets would have been 1.89% and 1.64% for the years ended June 30, 1991 and 1990, respectively, had the Adviser not reimbursed a portion of its management fees, pursuant to the then applicable expense limitations. (2) Net investment income would have been the same $.01 and the ratio of operating expenses to average net assets would have been 2.18% for the year ended June 30, 1992, had the subadviser not reimbursed a portion of its management fees. (3) Computed using average shares outstanding. (4) Maximum sales charges are not reflected in the total return calculation. (5) Not annualized (6) Annualized (7) Distributions are made in accordance with the prospectus; however, class level per share income from investment operations may vary from anticipated results depending on the timing of share purchases and redemptions. 5 PERFORMANCE INFORMATION The Fund may, from time to time, include its total return in advertisements, sales literature or reports to shareholders or prospective investors. Total return figures are computed separately for Class A and Class B Shares in accordance with formulas specified by the Securities and Exchange Commission and are based on historical earnings and are not intended to indicate future performance. Standardized quotations of average annual total return for Class A and Class B Shares will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in either Class A or Class B Shares over a period of 1, 5 and 10 years (or up to the life of the class of shares). Standardized total return quotations reflect the deduction of a proportional share of each Class's expenses (on an annual basis), deduction of the maximum initial sales load in the case of Class A Shares and the maximum contingent deferred sales charge applicable to a complete redemption of the investment in the case of Class B Shares, and assume that all dividends and distributions on Class A and Class B Shares are reinvested when paid. It is expected that the performance of Class A Shares will be better than that of Class B Shares as a result of lower distribution fees paid by Class A Shares. The Fund may also quote supplementally a rate of total return over different periods of time by means of aggregate, average, and year-by-year or other types of total return figures. In addition, the Fund may, from time to time, publish materials citing historical volatility for shares of the Fund. The Fund may, from time to time, include in advertisements containing total return the ranking of those performance figures relative to such figures for groups of mutual funds having similar investment objectives as categorized by ranking services such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc. Additionally, the Fund may compare its performance results to other investment or savings vehicles (such as certificates of deposit) and may refer to results published in various publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business Week, Investor's Daily, Stanger's Mutual Fund Monitor, The Stanger Register, Stanger's Investment Adviser, The Wall Street Journal, The New York Times, Consumer Reports, Registered Representative, Financial Planning, Financial Services Weekly, Financial World, U.S. News and World Report, Standard & Poor's The Outlook, and Personal Investor. The Fund may, from time to time, illustrate the benefits of tax deferral by comparing taxable investments to investments made through tax-deferred retirement plans. The total return may also be used to compare the performance of the Fund against certain widely acknowledged outside standards or indices for stock and bond market performance, such as the Morgan Stanley Capital International World (Net) Index, Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"), Dow Jones Industrial Average, Europe Australia Far East Index (EAFE), Consumer Price Index, Lehman Brothers Corporate Index and Lehman Brothers T-Bond Index. The S&P 500 is a commonly quoted measure of stock market performance and represents common stocks of companies of varying sizes segmented across 90 different industries which are listed on the New York Stock Exchange, the American Stock Exchange or traded over the NASDAQ National Market System. Advertisements, sales literature and 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 a changing market and economic conditions. From time to time the Fund may include specific portfolio holdings or industries in such communications. To illustrate components of overall performance, the Fund may separate its cumulative and average annual returns into income results and capital gains or losses; or cite separately as a return figure the equity or bond portion of the Fund's portfolio; or compare the Fund's equity or bond return figure to well-known indices of market performance including but not limited to: the S&P 500, Dow Jones Industrial Average, Morgan Stanley Capital International World (net) Index, CS First Boston High Yield Index and Salomon Brothers Corporate and Government Bond Indices. Performance information for the Fund reflects only the performance of a hypothetical investment in Class A or Class B Shares of the Fund during the particular time period on which the calculations are based. Performance information should be considered in light of the Fund's investment objective and policies, characteristics and quality of the 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. For a description of the methods used to determine total return for the Fund, see the Statement of Additional Information. The Fund's Annual Report, available upon request and without charge, contains a discussion of the performance of the Fund and a comparison of that performance to a securities market index. INVESTMENT OBJECTIVE AND POLICIES The Fund's investment objective is capital appreciation. Any current income that is earned will be considered incidental to the achievement of capital appreciation. There can be no assurance that the Fund will achieve its investment objective. The Fund's investment objective is a fundamental policy and may not be changed without shareholder approval. The Fund invests in a diversified portfolio of securities of companies and governments located throughout the world. The Fund will not limit its investments to any particular regions of the world or to issuers of any particular size. The Adviser will seek to identify opportunities for capital appreciation in developed countries and in countries whose economies are still emerging and developing. Under normal circumstances, at least 65% of the total assets of the Fund will be invested in the securities of issuers located in at least three different countries, one of which will be the United States. The Fund will invest primarily in equity securities (common stocks, preferred stocks, securities convertible into common stocks, warrants and any rights to purchase common 6 stocks). The Fund may also invest up to 35% of its assets in non-convertible fixed-income securities of U.S. and non-U.S. issuers (described below) when it is determined by the Adviser that such securities are appropriate for achievement of the Fund's investment objective. The market value of fixed-income securities can be expected to vary inversely to changes in prevailing interest rates, therefore investing in such fixed-income securities can provide an opportunity for capital appreciation when interest rates are expected to decline. The Fund may invest up to 5% of its net assets in fixed income securities rated below investment grade (commonly referred to as "junk bonds"). The non-convertible fixed-income securities referred to above will consist of (1) corporate notes, bonds and debentures of U.S. issuers that are rated high grade (i.e., rated within the three highest rating categories by a nationally recognized statistical rating organization ("NRSRO")) or, if unrated, are deemed by the Adviser to be of comparable quality to those securities that are rated high grade, (2) corporate notes, bonds, debentures and other securities (such as Euro-currency instruments) of non-U.S. issuers that are rated within the three highest rating categories of rating services chosen by the Adviser to rate foreign debt obligations or, if unrated, are deemed by the Adviser to be of comparable credit quality to rated securities that may be purchased and (3) Treasury bills, notes and bonds issued by the United States Government or its agencies or instrumentalities and securities issued by foreign governments and supranational agencies (such as the World Bank). The Fund may, for daily cash management purposes, invest in the non-convertible fixed-income securities described above or in high quality money market securities. In addition, the Fund may invest, without limit, in any combination of the U.S. government securities and money market securities referred to above when, in the opinion of the Adviser, it is determined that a temporary defensive position is warranted based upon current market conditions. In such instances, the Fund will not be achieving its stated investment objective. The percentage of the Fund's assets invested in particular geographic sectors will shift from time to time in accordance with the judgment of the Adviser. INVESTMENT TECHNIQUES AND RELATED RISKS Covered Call Options The Fund may write covered call option contracts on U.S. securities which the Fund owns if such options are listed on an organized securities exchange and the Adviser determines that it is consistent with the Fund's investment objective. Forward Foreign Currency Exchange Contracts In order to hedge against adverse movements in exchange rates between currencies, the Fund may enter into forward foreign currency exchange contracts ("forward currency contracts") for the purchase or sale of a specified currency at a specified future date. Such contracts may involve the purchase or sale of a foreign currency against the U.S. dollar or may involve two foreign currencies. The Fund may enter into forward currency contracts either with respect to specific transactions or with respect to the Fund's portfolio positions. For example, when the Fund anticipates making a purchase or sale of a security, it may enter into a forward currency contract in order to set the rate (either relative to the U.S. dollar or another currency) at which a currency exchange transaction related to the purchase or sale will be made. Further, when the Adviser believes that a particular currency may decline compared to the U.S. dollar or another currency, the Fund may enter into a forward contract to sell the currency that the Adviser expects to decline in an amount approximating the value of some or all of the Fund's portfolio securities denominated in that currency. For a discussion of the risks associated with such contracts, see "Risk Factors and Special Considerations." Futures Contracts on Foreign Currencies and Options on Futures Contracts The Fund may engage in futures contracts on foreign currencies and options on these futures transactions as a hedge against changes in the value of the currencies to which the Fund is subject or to which the Fund expects to be subject in connection with future purchases, in accordance with the rules and regulations of the Commodity Futures Trading Commission (the "CFTC"). The Fund also may engage in such transactions when they are economically appropriate for the reduction of risks inherent in the ongoing management of the Fund. The Fund may buy and sell futures contracts on foreign currencies and groups of foreign currencies. The Fund will engage in transactions in only those futures contracts and options thereon that are traded on a commodities exchange or a board of trade. A "sale" of a futures contract means the assumption of a contractual obligation to deliver the specified amount of foreign currency at a specified price in a specified future month. A "purchase" of a futures contract means the assumption of a contractual obligation to acquire the currency called for by the contract at a specified price in a specified future month. At the time a futures contract is purchased or sold, the Fund must allocate cash or securities as a deposit payment (initial margin). Thereafter, the futures contract is valued daily and the payment of "variation margin" may be required, resulting in the Fund's providing or receiving cash that reflects any decline or increase in the contract's value, a process known as "marking to market." Options on Foreign Currencies The Fund may purchase and write put and call options on foreign currencies traded on securities exchanges or boards of trade (foreign and domestic) for hedging purposes in a manner similar to that in which forward currency contracts and futures contracts on foreign currencies will be employed. Options on foreign currencies are similar to options on stock, except that the Fund has the right to take or make delivery of a specified amount of foreign currency, rather than stock. The Fund may purchase and write options to hedge the Fund's portfolio securities denominated in foreign currencies. If there is a decline in the dollar value of a foreign currency in which the Fund's portfolio securities are denominated, the dollar value of such securities will decline even though foreign currency value remains 7 the same. See "Risk Factors and Special Considerations." To hedge against the decline of the foreign currency, the Fund may purchase put options on such foreign currency. If the value of the foreign currency declines, the gain realized on the put option would offset, in whole or in part, the adverse effect such decline would have on the value of the portfolio securities. Alternatively, the Fund may write a call option on the foreign currency. If the value of the foreign currency declines, the option would not be exercised and the decline in the value of the portfolio securities denominated in such foreign currency would be offset in part by the premium the Fund received for the option. If, on the other hand, the Adviser anticipates purchasing a foreign security and also anticipates a rise in the value of such foreign currency (thereby increasing the cost of such security), the Fund may purchase call options on the foreign currency. The purchase of such options could offset, at least partially, the effects of the adverse movements of the exchange rates. Alternatively, the Fund could write a put option on the currency and, if the exchange rates move as anticipated, the option would expire unexercised. Other Policies The Fund is authorized to invest in the securities of other investment companies subject to the limitations contained in the 1940 Act. In certain countries, investments by the Fund may only be made through investments in other investment companies that, in turn, are authorized to invest in the securities that are issued in such countries. Investors should recognize that the Fund's purchase of the securities of such other investment companies results in the layering of expenses such that investors indirectly bear a proportionate part of the expenses for such investment companies including operating costs, and investment advisory and administrative fees. The Fund generally invests for the long-term; however, it may attempt to take advantage of short-term trends in the market occasioning more trading. In such cases, the Fund's annual portfolio turnover rate may exceed 100%. The annual portfolio turnover rate indicates changes in a fund's portfolio. Higher portfolio turnover in any given year will result in the payment by a fund of increased amounts of brokerage commissions and will result in the acceleration of realization of capital gains or losses for tax purposes. Risk Factors and Special Considerations Investing in the securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, generally higher commission rates on foreign portfolio transactions, differences and inefficiencies in transaction settlement systems, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and potential restrictions on the flow of international capital. Additionally, dividends payable on foreign securities may be subject to foreign taxes withheld prior to distribution. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Investment in less-developed countries whose markets are still emerging generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. Foreign ownership limitations also may be imposed by the charters of individual companies in developing countries to prevent, among other concerns, violation of foreign investment limitations. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. Significant portions of the Fund's assets will be invested in securities denominated in foreign currencies. 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. Exchange rates are determined by forces of supply and demand in the foreign exchange markets, and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Fund's net asset value and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long term. Many of the foreign securities held by the Fund will not be registered with, nor the issuers thereof be subject to the reporting requirements of, the U.S. Securities and Exchange Commission. Accordingly, there may be less publicly available information about the securities and about the foreign company or government issuing them than is available about a domestic company or government entity. Moreover, individual foreign economies may differ favorably or unfavorably from the United States economy in such respects as growth of Gross National Product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. The Fund's use of forward currency contracts involves certain investment risks and transaction costs to which it might not otherwise be subject. These include: (1) the Adviser may not always be able to accurately predict movements within currency markets, (2) the skills and techniques needed to use forward currency contracts are different from those needed to select the securities in which the Fund invests and (3) there 8 is no assurance that a liquid secondary market will exist that would enable the Adviser to "close out" existing (current) contracts when doing so is desirable. The Fund's successful use of forward currency contracts, options on foreign currencies, futures contracts on foreign currencies and options on such contracts depends upon the Adviser's ability to predict the direction of the market and political conditions, which requires different skills and techniques than predicting changes in the securities markets generally. For instance, if the value of the securities being hedged moves in a favorable direction, the advantage to the Fund would be wholly or partially offset by a loss in the forward contracts or futures contracts. Further, if the value of the securities being hedged does not change, the Fund's net income would be less than if the Fund had not hedged since there are transactional costs associated with the use of these investment practices. These practices are subject to various additional risks. The correlation between movements in the price of options and futures contracts and the price of the currencies being hedged is imperfect. The use of these instruments will hedge only the currency risks associated with investments in foreign securities, not market risks. In addition, if the Fund purchases these instruments to hedge against currency advances before it invests in securities denominated in such currency and the currency market declines, the Fund might incur a loss on the futures contract. The Fund's ability to establish and maintain positions will depend on market liquidity. The ability of the Fund to close out a futures position or an option depends upon a liquid secondary market. There is no assurance that liquid secondary markets will exist for any particular futures contract or option at any particular time. The loss from investing in futures contracts is potentially unlimited. Lower rated securities have speculative characteristics and changes in economic conditions or other circumstances are more likely to weaken the issuer's capacity to make principal and interest payments. In addition, the Fund does not have a policy requiring the sale of a security whose rating drops below investment grade. See "Special Considerations and Risk Factors" in the Statement of Additional Information. Impact of the Year 2000 Issue The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. There is the possibility that some or all of a company's computer programs that have date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. The cost of modifying computer programs to become Year 2000 compliant may impact the financial performance and market price of companies whose securities are held by the Fund. The Trustees have directed management to ensure that the systems used by service providers (including Phoenix Investment Partners, Ltd. ("PXP") and its subsidiaries) in support of the Fund's operations be assessed and brought into Year 2000 compliance. Based upon preliminary assessments, PXP has determined that it will be required to modify or replace portions of its software so that its computer systems will properly utilize dates beyond December 31, 1999. Since many of the core systems of PXP companies are investment related, PXP management believes that the majority of these systems are already Year 2000 compliant. PXP believes that with modifications to existing software and conversions to new software, the Year 2000 issue will be mitigated. It is anticipated that such modifications and conversions will be completed on a timely basis. It is not known at this time if there could be a material impact on the operations of PXP companies or the Fund if such modifications and conversions are not completed timely. PXP will utilize both internal and external resources to reprogram, or replace, and test the software for Year 2000 modifications. Certain systems are already in the process of being converted due to previous initiatives and it is expected that all core systems will be remediated by December 31, 1998 and tested by June 1999. The total cost to become Year 2000 compliant is not an expense of the Fund and is not expected to have a material impact on the operating results of PXP. INVESTMENT RESTRICTIONS The Fund may not invest more than 25% of its total assets in any one industry. In addition, the Fund will not purchase any securities (excluding U.S. government securities) if by reason thereof more than 5% of its total assets (taken at current value) would then be invested in securities of a single issuer. See the Statement of Additional Information for a detailed description of all of the Fund's investment restrictions. MANAGEMENT OF THE FUND The Fund is an open-end management investment company known as a mutual fund. The Trustees of the Fund are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on Trustees by the 1940 Act and Massachusetts business trust law. The Adviser The investment adviser to the Fund is PIC, which is located at 56 Prospect Street, Hartford, CT 06115-0486. PIC is a direct subsidiary of PXP and an indirect subsidiary of Phoenix Home Life Mutual Insurance Company, a mutual insurance company engaged in the insurance and investment businesses. PIC also acts as the investment adviser or manager for Phoenix Multi-Sector Short Term Bond Fund, Phoenix California Tax Exempt Bonds, Inc., Phoenix Income and Growth Fund, Phoenix Strategic Equity Series Fund, Phoenix-Seneca Funds, Phoenix Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds (except Real Estate Equity Securities, Enhanced Reserves and Core Equity Portfolios), Phoenix Multi-Portfolio Fund (except Real Estate Securities Portfolio), Phoenix Growth and Income Fund of Phoenix Equity Series Fund, Phoenix Investment Trust 97, Phoenix Strategic Allocation Fund, Inc., The Phoenix Edge Series Fund and Phoenix Multi-Sector Fixed Income Fund, Inc. The Adviser had approximately $21.6 billion in assets under management as of May 30, 1998. The Adviser has acted as an investment adviser for over sixty years. As compensation for its services, the Adviser receives a fee which is accrued daily against the value of the Fund's net assets 9 and is paid monthly by the Fund. The fee is computed at the annual rate of 0.75% of the Fund's average daily net assets up to $1 billion, 0.70% of the Fund's average daily net assets between $1 billion and $2 billion, and 0.65% of the Fund's average daily net assets in excess of $2 billion. The total advisory fee of 0.75% of the aggregate net assets of the Fund is greater than that for most mutual funds; however, the Trustees have determined that it is similar to fees charged by other mutual funds whose investment objectives are similar to those of the Fund. The ratio of management fees to average net assets for the fiscal year ended June 30, 1998 for Class A Shares and Class B Shares was 0.75%. The Portfolio Managers The investment and trading decisions for the Fund are made by a team of the Adviser's equity investment professionals. The Adviser has retained Aberdeen Fund Managers Inc. for advice and assistance in making investment and trading decisions. Aberdeen Fund Managers Inc. does not have discretionary authority to manage the Fund. Subject to shareholder approval, effective October 27, 1998, Aberdeen Fund Managers Inc. will be appointed subadviser to PIC. As subadviser, a team of Aberdeen Fund Managers Inc. investment professionals will manage the Fund's foreign investments. Concurrently, a team of PIC investment professionals will manage the Fund's domestic investments. The Financial Agent Equity Planning acts as financial agent of the Fund and, as such, performs administrative, bookkeeping and pricing functions for the Fund. For its services as financial agent, Equity Planning will be paid a fee equal to the sum of (1) the documented cost of fund accounting and related services provided by PFPC, Inc., as subagent, to the financial agent, plus (2) the documented cost to the financial agent to provide financial reporting and tax services and oversight of the subagent's performance. The current fee schedule of PFPC, Inc. ranges from 0.085% to 0.0125% of the aggregate daily net asset values of the Fund. Certain minimum fees and fee waivers may apply. For its services during the Fund's fiscal year ended June 30, 1998, Equity Planning received $97,030 or .06% of average net assets. The Custodian and Transfer Agent The Custodian of the assets of the Fund is Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts 02109 (the "Custodian"). Pursuant to a Transfer Agent and Service Agreement with the Phoenix Funds, Equity Planning acts as transfer agent for the Fund (the "Transfer Agent") for which it is paid $14.95 plus out of pocket expenses for each designated shareholder account. The Transfer Agent engages sub-agents to perform certain shareholder servicing functions from time to time for which such agents shall be paid a fee by Equity Planning. Brokerage Commissions Although the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") 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 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 Fund. DISTRIBUTION PLANS The offices of Equity Planning, the national distributor of the Fund'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 Fund and a director and officer of Equity Planning. Michael E. Haylon and William R. Moyer, directors of Equity Planning, are officers of the Fund. G. Jeffrey Bohne, Nancy G. Curtiss, William E. Keen, III, Leonard J. Saltiel, John F. Sharry and Thomas N. Steenburg are officers of the Fund and officers of Equity Planning. Equity Planning and the Fund have entered into distribution agreements under which Equity Planning has agreed to use its best efforts to find purchasers for Fund shares sold subject to an initial sales charge and those sold subject to a contingent deferred sales charge. The Fund has granted Equity Planning the exclusive right to purchase from the Fund and resell, as principal, shares needed to fill unconditional orders for Fund shares. Equity Planning may sell Fund shares through its registered representatives or through securities dealers with whom it has sales agreements. Equity Planning may also sell Fund shares pursuant to sales agreements entered into with banks or bank-affiliated securities brokers who, acting as agent for their customers, place orders for Fund 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 the Fund. The sale of Fund shares through a securities broker affiliated with a particular bank is not expected to preclude the Fund from borrowing from such bank or from availing itself of custodial or transfer agency services offered by such bank. The Trustees have adopted separate amended and restated distribution plans under Rule 12b-1 of the 1940 Act for each class of shares of the Fund (the "Class A Plan," the "Class B 10 Plan," and collectively the "Plans"). The Plans permit the Fund to reimburse the Distributor for expenses incurred in connection with the sale and promotion of Fund shares and to pay for the furnishing of shareholder services. Pursuant to the Class A Plan, the Fund may reimburse the Distributor for actual expenses of the Distributor up to 0.05% annually of the average daily net assets of the Fund's Class A Shares. However, the Distributor has voluntarily agreed to waive reimbursement for distribution expenses under the Class A Plan for the fiscal year 1999. Under the Class B Plan, the Fund may reimburse the Distributor monthly for actual expenses of the Distributor up to 0.75% annually of the average daily net assets of the Fund's Class B Shares. In addition, under the Plans the Fund shall pay the Distributor 0.25% annually of the average daily net assets of the Fund for providing services to shareholders, including assistance in connection with inquiries related to shareholder accounts (the "Service Fee"). Expenditures incurred under the Plans may consist of: (i) commissions to sales personnel for selling shares of the Fund (including underwriting commissions and finance charges related to the payment of commissions; (ii) compensation, sales incentives and payments to sales, marketing and service personnel; (iii) payments to broker-dealers and other financial institutions which have entered into agreements with the Distributor for services rendered in connection with the sale and distribution of shares of the Fund; (iv) payment of expenses incurred in sales and promotional activities, including advertising expenditures related to the Fund; (v) the costs of preparing and distributing promotional materials; (vi) the costs of printing the Fund's Prospectus and Statement of Additional Information for distribution to potential investors; and (vii) such other similar services that the Trustees determine are reasonably calculated to result in the sale of shares of the Fund. From the Service Fee the Distributor expects to pay a quarterly fee to qualifying broker/dealer firms, as compensation for providing personal services and/or the maintenance of shareholder accounts, with respect to shares sold by such firms. This fee will not exceed on an annual basis 0.25% of the average annual net asset value of such shares, and will be in addition to sales charges on Fund shares which are re-allowed to such firms. To the extent that the entire amount of the Service Fee is not paid to such firms, the balance will serve as compensation for personal and account maintenance services furnished by the Distributor. In order to receive payments under the Plans, participants must meet such qualifications as are to be established in the sole discretion of the Distributor, such as services to the Fund's shareholders; or services providing the Fund with more efficient methods of offering shares to groups of clients, members or prospects of a participant; or services permitting bulking of purchases or sales, or transmission of such purchases or sales by computerized tape or other electronic equipment; or other batch processing. Under the Class A Plan, reimbursement or payment of expenses may not be made unless such payment or reimbursement occurs prior to the earliest of (a) the last day of the one-year period commencing on the last day of the calendar quarter during which the specific service or activity was performed, or (b) the last day of the one-year period commencing on the last day of the calendar quarter during which payment for the service or activity was made by a third party on behalf of the Fund. The Class B Plan, however, does not limit the reimbursement of distribution-related expenses to expenses incurred in specified time periods. For the fiscal year ended June 30, 1998, the Fund paid $403,413 under the Class A Plan and $91,030 under the Class B Plan. The fees were used to compensate broker-dealers for servicing shareholder's accounts, including $13,032 paid to W.S. Griffith & Co., Inc., an affiliate, compensating sales personnel and reimbursing the Distributor for commission expenses and expenses related to preparation of the marketing material. The Distributor's expenses from selling and servicing Class B Shares may be more than the payments received from contingent deferred sales charges collected on redeemed shares and from the Fund under the Class B Plan. Those expenses may be carried over and paid in future years. At June 30, 1998, the end of the last Plan year, the Distributor had incurred unreimbursed expenses under the Class B Plan of $354,718 (equal to 0.18% of the Fund's net assets) which have been carried over into the present Class B Plan year. On a quarterly basis, the Fund's Trustees review a report on expenditures under each Plan and the purposes for which expenditures were made. The Trustees conduct an additional, more extensive review annually in determining whether each Plan will be continued. By its terms, continuation of each Plan from year to year is contingent on annual approval by a majority of the Fund's Trustees and by a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of either Plan or any related agreements (the "Plan Trustees"). Each Plan provides that it may not be amended to increase materially the costs which the Fund may bear without approval of the applicable class of shareholders of the Fund and that other material amendments must be approved by a majority of the Plan Trustees by vote cast in person at a meeting called for the purpose of considering such amendments. Each Plan further provides that while it is in effect, the selection and nomination of Trustees who are not "interested persons" shall be committed to the discretion of the Trustees who are not "interested persons." Each Plan may be terminated at any time by vote of a majority of the Plan Trustees or a majority of the applicable class of outstanding shares of the Fund. The Trustees have concluded that there is a reasonable likelihood that the Plans will benefit the Fund and all classes of shareholders. The NASD regards certain distribution fees as asset-based sales charges subject to NASD sales load limits. The NASD's maximum sales charge rule may require the Trustees to suspend distribution fees or amend either or both Plans. HOW TO BUY SHARES The Fund currently issues two classes of shares. Class A Shares are sold to investors choosing the initial sales charge alternative. Class B Shares are sold to investors choosing the 11 deferred sales charge alternative. The minimum initial purchase is $500, and the minimum subsequent investment is $25. Both the minimum initial and subsequent investment amounts are $25 for investments pursuant to the "Investo- Matic" plan, a bank draft investing program administered by Equity Planning, or pursuant to the Systematic Exchange Privilege (see Statement of Additional Information).Completed applications for the purchase of shares should be mailed to The Phoenix Funds, c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. Each class of shares represents an interest in the same portfolio of investments of the Fund, has the same rights, and is identical to the other in all respects, except that Class B Shares bear the expenses of the deferred sales arrangement and any expenses (including the higher distribution and services fee and any incremental transfer agency costs) resulting from such sales arrangement. Each class has exclusive voting rights with respect to provisions of the Rule 12b-1 distribution plan pursuant to which its distribution and services fee is paid and each class has different exchange privileges. Only the Class B Shares are subject to a conversion feature. The net income attributable to Class B Shares and the dividends paid on Class B Shares will be reduced by the amount of the higher distribution and services fee and incremental expenses associated with such distribution and services fee; likewise, the net asset value of the Class B Shares will be reduced by such amount to the extent the Fund has undistributed net income. Subsequent investments for the purchase of full and fractional shares in amounts of $25 or more may be made through an investment dealer or by sending a check to Phoenix Funds, c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. Shares issued will be electronically recorded in book entry form. A fee may be incurred by the shareholder for a previously issued lost or stolen share certificate. Sales personnel of broker-dealers distributing the Fund's shares may receive differing compensation for selling Class A or Class B Shares. The Fund offers combination purchase privileges, letters of intent, accumulation plans, withdrawal plans and reinvestment and exchange privileges. Certain privileges may not be available in connection with Class B Shares. Shares of the Fund or shares of any other Affiliated Phoenix 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. Exchanges are subject to the minimum initial investment requirement of the designated Affiliated Phoenix Fund, except if made in connection with the Systematic Exchange Privilege. Shareholders may exchange shares held in book-entry form for an equivalent number (value) of the same class of shares from any other Affiliated Phoenix Fund. On Class B Share exchanges, the contingent deferred sales charge schedule of the original shares purchased continues to apply. Alternative Sales Arrangements The alternative sales arrangements permit an investor to choose the method of purchasing shares that is most beneficial given the amount of the purchase, the length of time the investor expects to hold the shares, whether the investor wishes to receive distributions in cash or to reinvest them in additional shares of the Fund, and other circumstances. Investors should consider whether, during the anticipated life of their investment in the Fund, the accumulated continuing distribution and services fee and contingent deferred sales charges on Class B Shares prior to conversion would be less than the initial sales charge and accumulated distribution and services fee on Class A Shares purchased at the same time, and to what extent such differential would be offset by the higher yield of Class A Shares. In this regard, Class A Shares will be more beneficial to the investor who qualifies for certain reduced initial sales charges. For this reason, the Distributor intends to limit sales of Class B Shares sold to any shareholder to a maximum total value of $250,000. Class B Shares sold to unallocated qualified employer sponsored plans will be limited to a maximum total value of $1,000,000. Class B Shares sold to allocated qualified employer sponsored plans, including 401(k) plans, will be limited to a maximum total value of $250,000 for each participant. The Distributor reserves the right to decline the sale of Class B Shares to allocated qualified employer sponsored plans not utilizing an approved participant tracking system. In addition, Class B Shares will not be sold to any qualified employee benefit plan, endowment fund or foundation if, on the date of the initial investment, the plan, fund or foundation has assets of $10,000,000 or more or at least 100 eligible employees. Class B Shares will also not be sold to investors who have reached the age of 85 because of such persons' expected distribution requirements. Class A Shares are subject to a lower distribution and services fee and, accordingly, pay correspondingly higher dividends per share. However, because initial sales charges are deducted at the time of purchase, such investors would not have all their funds invested initially and, therefore, would initially own fewer shares. Investors not qualifying for reduced initial sales charges who expect to maintain their investment for an extended period of time might consider purchasing Class A Shares because the accumulated continuing distribution and services fee on Class B Shares may exceed the initial sales charge on Class A Shares during the life of the investment. Again, however, such investors must weigh this consideration against the fact that, because of such initial sales charge, not all their funds will be invested initially. However, other investors might determine that it would be more advantageous to purchase Class B Shares to have all their funds invested initially, although remaining subject to higher continuing distribution and services fee and, for a five-year period, being subject to a contingent deferred sales charge. Initial Sales Charge Alternative--Class A Shares The public offering price of Class A Shares is the net asset value plus a sales charge, as set forth below. Offering prices become effective at the close of trading of the New York Stock Exchange. Orders received by dealers prior to such time are confirmed at the offering price effective at that time, provided the order is received by State Street Bank, or an authorized agent, prior to the close of trading on the New York Stock Exchange. 12 The sales charge varies with the size of the purchase and reduced charges apply to the aggregate of purchases of the Fund made at one time by "any person," which term includes an individual, an individual and his/her spouse and their children under the age of 21, or a trustee or other fiduciary purchasing shares for a single trust, estate or fiduciary account although more than one beneficiary is involved. Class A Shares of the Fund are offered to the public at the net asset value next computed after the purchase order is received by State Street Bank, or an authorized agent, plus a maximum sales charge of 4.75% of the offering price (4.99% of the amount invested) on single purchases of less than $50,000. The sales charge is reduced on a graduated scale on single purchases of $50,000 or more as shown below.
Sales Charge Sales Charge Dealer Discount Amount of as Percentage as Percentage or Agency Fee Transaction of Offering of Amount as Percentage of at Offering Price Price Invested Offering Price* - --------------------- --------------- --------------- ----------------- Less than $50,000 4.75% 4.99% 4.25% $50,000 but under $100,000 4.50% 4.71% 4.00% $100,000 but under $250,000 3.50% 3.63% 3.00% $250,000 but under $500,000 3.00% 3.09% 2.75% $500,000 but under $1,000,000 2.00% 2.04% 1.75% $1,000,000 or more None None None**
- -------------------- *Equity Planning will sponsor sales contests, training and educational meetings and provide to all qualifying dealers, from its own profits and resources, additional compensation in the form of trips, merchandise or expense reimbursement. Brokers and dealers other than Equity Planning may also make customary additional charges for their services in effecting purchases, if they notify the Fund of their intention to do so. Equity Planning shall also pay service and retention fees, from its own profits and resources, to qualified wholesalers in connection with the sale of shares of Phoenix Funds (exclusive of Class A Shares of Phoenix Money Market Series) by registered financial institutions and related third party marketers. **In connection with Class A Share purchases by an account held in the name of a qualified employee benefit plan with at least 100 eligible employees, Equity Planning may pay broker/dealers, from its own resources, an amount equal to 1% on the first $3 million of purchases, 0.50% on the next $3 million, plus 0.25% on the amount in excess of $6 million. In connection with Class A Share purchases of $1,000,000 or more (or subsequent purchases in any amount), excluding purchases by qualified employee benefit plans as described above, Equity Planning may pay broker/dealers, from its own profits and resources, a percentage of the net asset value of any shares sold as set forth below:
Purchase Amount Payment to Broker/Dealer --------------- ------------------------ $1,000,000 to $3,000,000 1% $3,000,001 to $6,000,000 0.50 of 1% $6,000,001 or more 0.25 of 1%
If part or all of such investment, including investments by qualified employee benefit plans, is subsequently redeemed within one year of the investment date, the broker/dealer will refund to the Distributor such amounts paid with respect to the investment. Shares issued pursuant to the automatic reinvestment of income dividends or capital gains distributions are not subject to any sales charges. The Fund receives the entire net asset value of its Class A Shares sold to investors. The Distributor's commission is the sales charge shown above less any applicable discount or commission "re-allowed" to selected dealers and agents. The Distributor will re-allow discounts to selected dealers and agents in the amounts indicated in the table above. In this regard, the Distributor may elect to re-allow the entire sales charge to selected dealers and agents for all sales with respect to which orders are placed with the Distributor. How To Obtain Reduced Sales Charges on Class A Shares Investors choosing the initial sales charge alternative under certain circumstances may be entitled to pay reduced sales charges. The circumstances under which such investors may pay reduced sales charges are described below. Qualified Purchasers. No sales charge will be imposed on sales of shares to: (1) any trustee, director or officer of the Phoenix Funds, Phoenix-Engemann Funds, Phoenix-Seneca Funds or other mutual funds advised, subadvised or distributed by the Adviser, Distributor or any of their corporate affiliates (an "Affiliated Phoenix Fund"); (2) any director or officer, or any full-time employee or sales representative (who has acted as such for at least 90 days) of the Adviser or of Equity Planning; (3) registered representatives and employees of securities dealers with whom Equity Planning has sales agreements; (4) any qualified retirement plan exclusively for persons described above; (5) any officer, director or employee of a corporate affiliate of the Adviser or Equity Planning; (6) any spouse, child, parent, grandparent, brother or sister of any person named in (1), (2), (3) or (5) above; (7) employee benefit plans for employees of the Adviser, Equity Planning and/or their corporate affiliates; (8) any employee or agent who retires from Phoenix Home Life Mutual Insurance Company or Equity Planning; (9) any account held in the name of a qualified employee benefit plan, endowment fund or foundation if, on the date of initial investment, the plan, fund or foundation has assets of $10,000,000 or more or at least 100 eligible employees; (10) any person with a direct rollover transfer of shares from an established Affiliated Phoenix Fund qualified plan; (11) any Phoenix Home Life separate account which funds group annuity contracts offered to qualified employee benefit plans; (12) any state, county, city, instrumentality, department, authority or agency prohibited by law from paying a sales charge; (13) any fully matriculated student in a U.S. service academy; (14) any unallocated accounts held by a third party administrator, registered investment adviser, trust company, or bank trust department which exercises discretionary authority and holds the account in a fiduciary, agency, custodial or similar capacity if in the aggregate such accounts held by such entity equal or exceed $1,000,000; (15) any person who is investing redemption 13 proceeds from investment companies other than Affiliated Phoenix Funds if, in connection with the purchases or redemption of the redeemed shares, the investor paid a prior sales charge provided such investor supplies verification that the redemption occurred within 90 days of the Affiliated Phoenix Fund purchase and that a sales charge was paid; or (16) any deferred compensation plan established for the benefit of any Affiliated Phoenix Fund trustee or director; provided that sales made to persons listed in (1) through (16) above are made upon the written assurance of the purchaser that the purchase is made for investment purposes and that the shares so acquired will not be resold except to the Fund. In addition, Class A shares purchased by the following investors are not subject to any Class A sales charge: (1) investment advisers and financial planners who charge an advisory, consulting or other fee for their services and buy shares for their own accounts or the accounts of their clients, and (2) retirement plans and deferred compensation plans and trusts used to fund those plans (including, for example, plans qualified or created under sections 401(a), 403(b) or 457 of the Internal Revenue Code), and "rabbi trusts" that buy shares for their own accounts, in each case if those purchases are made through a broker or agent or other financial intermediary that has made special arrangements with the Distributor for those purchases; (3) clients of such investment advisers or financial planners who buy shares for their own accounts may also purchase shares without sales charge but only if their accounts are linked to a master account of their investment adviser or financial planner on the books and records of the broker, agent or financial intermediary with which the Distributor has made such special arrangements (each of these investors may be charged a fee by the broker, agent or financial intermediary for purchasing shares). Combination Purchase Privilege. Purchases, either singly or in any combination, of shares of the Fund or shares of any other Affiliated Phoenix Fund, (including Class B Shares and excluding Money Market Fund Series Class A Shares) if made at a single time by a single purchaser, will be combined for the purpose of determining whether the total dollar amount of such purchases entitles the purchaser to a reduced sales charge on any such purchases of Class A Shares. Each purchase of Class A Shares will then be made at the public offering price, as described in the then current Prospectus relating to such shares, which at the time of such purchase is applicable to a single transaction of the total dollar amount of all such purchases. The term "single purchaser" includes an individual, or an individual, his spouse and their children under the age of majority purchasing for his or their own account (including an IRA account) including his or their own trust, commonly known as a living trust; a trustee or other fiduciary purchasing for a single trust, estate or single fiduciary account, although more than one beneficiary is involved; multiple trusts or 403(b) plans for the same employer; multiple accounts (up to 200) under a qualified employee benefit plan or administered by a third party administrator; or trust companies, bank trust departments, registered investment advisers, and similar entities placing orders or providing administrative services with respect to funds over which they exercise discretionary investment authority and which are held in a fiduciary, agency, custodial or similar capacity, provided all shares are held in record in the name, or nominee name, of the entity placing the order. Letter of Intent. Class A Shares or shares of any other Affiliated Phoenix Fund (including Class B Shares and excluding Money Market Fund Series Class A Shares) may be purchased by a "single purchaser" (as defined above) within a period of thirteen months pursuant to a Letter of Intent, in the form provided by Equity Planning, stating the investor's intention to invest in such shares during such period an amount which, together with the value (at their maximum offering prices on the date of the Letter) of the Class A Shares of the Fund or Class A or Class B Shares of any other Affiliated Phoenix Fund then owned by such investor, equals a specified dollar amount. Each purchase of shares made pursuant to a Letter of Intent will be made at the public offering price, as described in the then current Prospectus relating to such shares, which at the time of purchase is applicable to a single transaction of the total dollar amount specified in the Letter of Intent. An investor's Letter of Intent is not a binding commitment of the investor to purchase or a binding obligation of the Fund or Equity Planning to sell a specified dollar amount of shares qualifying for a reduced sales charge. Accordingly, out of an initial purchase (and subsequent purchases if necessary), 5% of the dollar amount of purchases required to complete his investment (valued at the purchase price thereof) is held in escrow in the form of shares registered in the investor's name until completion of the investment, at which time escrowed shares are deposited to the investor's account. If the investor does not complete the investment and does not within 20 days after written request by Equity Planning or the dealer pay the difference between the sales charge on the dollar amount specified in his Letter of Intent and the sales charge on the dollar amount of actual purchases, the difference will be realized through the redemption of an appropriate number of the escrowed shares and any remaining escrowed shares will be deposited to his account. Right of Accumulation. "Single purchasers" (as defined above) may also qualify for reduced sales charges based on the combined value of purchases of either class of shares of the Fund, or any other Affiliated Phoenix Fund, made over time. Reduced sales charges are offered to investors whose shares, in the aggregate, are valued (i.e., the dollar amount of such purchases plus the then current value (at the public offering price as described in the then current prospectus relating to such shares) of shares of all Affiliated Phoenix Funds owned) in excess of the threshold amounts described in the section entitled "Initial Sales Charge Alternative--Class A Shares." To use this option, the investor must supply sufficient information as to account registrations and account numbers to permit verification that one or more of the purchases qualifies for a reduced sales charge. Associations. A group or association may be treated as a "single purchaser" and qualify for reduced initial sales charges under the Combination Purchase Privilege and Right of Accumulation if the group or association (1) has been in existence for at least six months; (2) has a legitimate purpose other than to purchase mutual fund shares at a reduced sales 14 charge; (3) gives its endorsements or authorization to the investment program to facilitate solicitation of the membership by the investment dealer, thus effecting economies of sales effort; and (4) is not a group whose sole organizational nexus is that the members are credit card holders of a company, policyholders of an insurance company, customers of a bank or a broker-dealer or clients of an investment adviser. Deferred Sales Charge Alternative--Class B Shares Investors choosing the deferred sales charge alternative purchase Class B Shares at net asset value per share without the imposition of a sales charge at the time of purchase. The Class B Shares are being sold without an initial sales charge, but are subject to a sales charge if redeemed within five years of purchase. Proceeds from the contingent deferred sales charge are paid to the Distributor and are used in whole or in part by the Distributor to defray the expenses of the Distributor related to providing distribution-related services to the Fund in connection with the sale of the Class B Shares, such as the payment of compensation to selected dealers and agents for selling Class B Shares. The combination of the contingent deferred sales charge and the distribution and services fee facilitates the ability of the Fund to sell the Class B Shares without a sales charge being deducted at the time of purchase. Contingent Deferred Sales Charge. Class B Shares which are redeemed within five years of purchase will be subject to a contingent deferred sales charge at the rates set forth below charged as a percentage of the dollar amount subject thereto. The charge will be assessed on an amount equal to the lesser of the current market value or the cost of the shares being redeemed. Accordingly, no sales charge will be imposed on increases in net asset value above the initial purchase price. In addition, no charge will be assessed on shares derived from reinvestment of dividends or capital gains distributions. The Distributor intends to pay investment dealers a sales commission of 4% of the sale price of Class B Shares sold by such dealers, subject to future amendment or termination. The Distributor will retain all or a portion of the continuing distribution and services fee assessed to Class B shareholders and will receive the entire amount of the contingent deferred sales charge paid by shareholders on the redemption of shares to finance the 4% commission plus interest and related marketing expenses. The amount of the contingent deferred sales charges, if any, will vary depending on the number of years from the time of payment for the purchase of Class B Shares until the time of redemption of such shares. Solely for purposes of determining the number of years from the time of any payment for the purchases of shares, all payments during a month will be aggregated and deemed to have been made on the last day of the previous month.
Contingent Deferred Sales Charge as a Percentage of Dollar Amount Year Since Purchase Subject to Charge - ------------------- ------------------- First 5% Second 4% Third 3% Fourth 2% Fifth 2% Sixth 0%
In determining whether a contingent deferred sales charge is applicable to a redemption, it will be assumed that any Class A Shares are being redeemed first, Class B Shares held for over five-years and shares acquired pursuant to reinvestment of dividends or distributions are redeemed next. Any Class B Shares held longest during the five-year period are redeemed next unless the shareholder directs otherwise. The charge will not be applied to dollar amounts representing an increase in the net asset value since the time of purchase. For example, assume an investor purchased 100 Class B Shares at $10 per share (at a cost of $1,000) and in the second year after purchase, the net asset value per share has increased to $12 and, during such time, the investor has acquired 10 additional Class B Shares through dividend reinvestment. If, at such time the investor makes his first redemption of 50 Class B Shares (proceeds of $600), 10 shares will not be subject to charge because they were acquired through dividend reinvestment. With respect to the remaining 40 shares, the charge is applied only to the original cost of $10 per share and not to the increase in net asset value of $2 per share. Therefore, $400 of the $600 redemption proceeds will be charged at a rate of 4% (the applicable rate in the second year after purchase) or $16.00. The contingent deferred sales charge is waived on redemptions of shares (a) if redemption is made within one year of death (i) of the sole shareholder on an individual account, (ii) of a joint tenant where the surviving joint tenant is the deceased's spouse, or (iii) of the beneficiary of a Uniform Gifts to Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial account; (b) if redemption is made within one year of disability, as defined in Section 72(m)(7) of the Code; (c) in connection with mandatory distributions upon reaching age 701/2 under any retirement plan qualified under Sections 401, 408 or 403(b) of the Code or any redemption resulting from the tax-free return of an excess contribution to an IRA; (d) in connection with redemptions by 401(k) plans using an approved participant tracking system for: participant hardships, death, disability or normal retirement, and loans which are subsequently repaid; (e) in connection with the exercise of certain exchange privileges among Class B Shares of the Fund and Class B Shares of other Affiliated Phoenix Funds; (f) in connection with any direct rollover transfer of shares from 15 an established Affiliated Phoenix Fund qualified plan into a Affiliated Phoenix Fund IRA by participants terminating from the qualifying plan; and (g) in accordance with the terms specified under the Systematic Withdrawal Program. If, upon the occurrence of a death as outlined above, the account is transferred to an account registered in the name of the deceased's estate, the contingent deferred sales charge will be waived on any redemption from the estate account occurring within one year of the death. If the Class B Shares are not redeemed within one year of the death, they will remain Class B Shares and be subject to the applicable contingent deferred sales charge when redeemed. Class B Shares of the Fund will automatically convert to Class A Shares without a sales charge at the relative net asset values of each of the classes after eight years from the acquisition of the Class B Shares, and as a result, will thereafter be subject to the lower distribution and services fee under the Class A Plan. Such conversion will be on the basis of the relative net asset value of the two classes without the imposition of any sales load, fee or other charge. The purpose of the conversion feature is to relieve the holders of Class B Shares that have been outstanding for a period of time sufficient for the Distributor to have been compensated for distribution related expenses from the burden of such distribution related expenses. For purposes of conversion to Class A, shares purchased through the reinvestment of dividends and distributions paid in respect of Class B Shares in a shareholder's Fund account will be considered to be held in a separate sub-account. Each time any Class B Shares in the shareholder's Fund account (other than those in the sub-account) are converted to Class A Shares, an equal pro rata portion of the Class B Shares in the sub-account will also be converted to Class A Shares. The conversion of Class B Shares to Class A Shares is subject to the continuing availability of an opinion of counsel or a ruling from the Internal Revenue Service ("IRS") to the effect: (i) that the conversion of shares does not constitute a taxable event under federal income tax law; and (ii) the assessment of higher distribution and services fees and transfer agency costs with respect to Class B Shares does not result in dividends or distributions constituting "preferential dividends" under the Code. The conversion of Class B Shares to Class A Shares may be suspended if such an opinion or ruling is no longer available. In that event, no further conversion of Class B Shares would occur, and shares might continue to be subject to the higher distribution and services fee for an indefinite period which may extend beyond the period ending eight (8) years after the end of the month in which affected Class B Shares were purchased. If the Fund were unable to obtain such assurances with respect to the assessment of distribution and services fees and transfer agent costs relative to the Class B Shares it might make additional distributions if doing so would assist in complying with the Fund's general practice of distributing sufficient income to reduce or eliminate U.S. federal taxes. INVESTOR ACCOUNT SERVICES The Fund mails periodic statements and reports to shareholders. In order to reduce the volume and cost of mailings, to the extent possible, only one copy of most Fund reports will be mailed to households for multiple accounts with the same surname at the same household address. Please contact Equity Planning to request additional copies of shareholder reports toll free at (800) 243-4361. In most cases, changes to any shareholder account may be accomplished by calling Shareholder Services at (800) 243-1574. More information relating to shareholder account services can be found in the Fund's Statement of Additional Information ("SAI"). Bank Draft Investing Program (Investo-Matic Plan) By completing the Investo-Matic Section of the New Account Application, you may authorize the bank named in the form to draw $25 or more from your personal checking or savings account to be used to purchase additional shares for your account. The amount you designate will be made available, in form payable to the order of the Transfer Agent, by the bank on the date the bank draws on your account and will be used to purchase shares at the applicable offering price. Distribution Option The Fund currently declares all income dividends and all capital gain distributions, if any, payable in shares of the Fund at net asset value or, at your option, in cash. By exercising the distribution option, you may elect to: (1) receive both dividends and capital gain distributions in additional shares or (2) receive dividends in cash and capital gain distributions in additional shares or (3) receive both dividends and capital gain distributions in cash. If you elect to receive dividends and/or distributions in cash and the check cannot be delivered or remains uncashed due to an invalid address, then the dividend and/or distribution will be reinvested after the Transfer Agent has been informed that the proceeds are undeliverable. Additional shares will be purchased in your account at the then current net asset value. Dividends and capital gain distributions received in shares are taxable to you and credited to your account in full and fractional shares computed at the closing net asset value on the next business day after the record date. No interest will accrue on amounts represented by uncashed distribution or redemption checks. Systematic Withdrawal Program The Systematic Withdrawal Program allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual or annual basis. A sufficient number of full and fractional shares will be redeemed so that the designated payment is made on or about the 20th day of the month. Shares are tendered for redemption by the Transfer Agent, as agent for the shareowner, on or about the 15th of the month at the closing net asset value on the date of redemption. The Systematic Withdrawal Program also provides for redemptions to be tendered on or about the 10th, 15th or 25th of the month with proceeds to be directed through Automated Clearing House (ACH) to your bank account. In addition to the limitations stated below, withdrawals may not be less than $25 and minimum account balance requirements shall continue to apply. 16 Shareholders participating in the Systematic Withdrawal Program must own shares worth $5,000 or more, as determined by the then current net asset value per share, and elect to have all dividends reinvested. The purchase of shares while participating in the withdrawal program will ordinarily be disadvantageous to the Class A Shares investor since a sales charge will be paid by the investor on the purchase of Class A Shares at the same time as other shares are being redeemed. For this reason, investors in Class A Shares may not participate in an automatic investment program while participating in the Systematic Withdrawal Program. Through the Program, Class B shareholders may withdraw up to 1% of their aggregate net investments (purchases, at initial value, to date net of non-Program redemptions) each month or up to 3% of their aggregate net investments each quarter without incurring otherwise applicable contingent deferred sales charges. Class B shareholders redeeming more shares than the percentage permitted by the withdrawal program will be subject to any applicable contingent deferred sales charge on all shares redeemed. Accordingly, the purchase of Class B Shares will generally not be suitable for an investor who anticipates withdrawing sums in excess of the above limits shortly after purchase. Tax Sheltered Retirement Plans Shares of the Fund are offered in connection with the following qualified prototype retirement plans: IRA, Rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA, SIMPLE 401(k), Profit-Sharing and Money Purchase Pension Plans which can be adopted by self-employed persons ("Keogh") and by corporations and 403(b) Retirement Plans. Write or call Equity Planning at (800) 243-4361 for further information about the plans. Exchange Privileges You may exchange shares of one Phoenix Fund for shares of another Affiliated Phoenix Fund without paying any fees or sales charges. On exchanges with share classes that carry a contingent deferred sales charge, the CDSC schedule of the original shares purchased continues to apply. Shares held in book-entry form may be exchanged for shares of the same class of other Affiliated Phoenix Funds, provided the following conditions are met: (1) the shares that will be acquired in the exchange (the "Acquired Shares") are available for sale; (2) the Acquired Shares are the same class as the shares to be surrendered (the "Exchanged Shares"); (3) the Acquired Shares will be registered to the same shareholder account as the Exchanged Shares; (4) the account value of the Fund whose shares are to be acquired must equal or exceed the minimum initial investment amount required by that Affiliated Phoenix Fund after the exchange is made; and (5) if you have elected not to use the telephone exchange privilege (see below), a properly executed exchange request must be received by the Transfer Agent. Exchanges may be made over the telephone or in writing and may be made at one time or systematically over a period of time. Note, each Affiliated Phoenix Fund has different investment objectives and policies. You should read the prospectus of the Affiliated Phoenix Fund into which the exchange is to be made before making any exchanges. This privilege may be modified or terminated at any time on 60 days' notice. Market Timer Restrictions. Because excessive trading can hurt Fund performance and harm shareholders, the Fund reserves the right to temporarily or permanently terminate exchange privileges or reject any specific order from anyone whose transactions seem to follow a timing pattern, including those who request more than one exchange out of a fund within any 30 day period. The Distributor has entered into agreements with certain market timer entities permitting them to exchange their clients' shares by telephone. These privileges are limited under those agreements. The Distributor has the right to reject or suspend these privileges upon reasonable notice. Telephone Exchanges. If permitted in your state and unless you waive this privilege in writing, you or your broker may sell or exchange your shares over the phone by calling the Transfer Agent at (800) 243-1574. Reasonable procedures will be used to confirm that telephone instructions are genuine. In addition to requiring that the exchange is only made between accounts with identical registrations, the Transfer Agent may require address or other forms of identification and will record telephone instructions. All exchanges will be confirmed in writing to you. If procedures reasonably designed to prevent unauthorized telephone exchanges are not followed, the Fund and/or Transfer Agent may be liable for following telephone instructions that prove to be fraudulent. Broker/dealers other than the Distributor assume the risk of any loss resulting from any unauthorized telephone exchange instructions from their firm or their registered representatives. You assume the risk if the Transfer Agent acts upon unauthorized instructions it reasonably believes to be genuine. During times of severe economic or market changes, this privilege may be difficult to exercise or may be temporarily suspended. In such event, an exchange may be effected by written request by the registered shareowner(s). NET ASSET VALUE The net asset value per share of the Fund is determined as of the close of trading of the New York Stock Exchange (the "Exchange") on days when the Exchange is open for trading. The net asset value per share of the Fund is determined by adding the values of all securities and other assets of the Fund, subtracting liabilities, and dividing by the total number of outstanding shares of the Fund. The total liability allocated to a class, plus that class's distribution and services fee and any other expenses allocated solely to that class, are deducted from the proportionate interest of such class in the assets of the Fund, and the resulting amount of each is divided by the number of shares of that class outstanding to produce the net asset value per share. The Fund's investments are valued at market value or, where market quotations are not available, at fair value as determined in good faith by the Trustees or their delegates. Foreign and domestic debt securities (other than short-term investments) are valued on the basis of broker quotations or valuations provided 17 by a pricing service approved by the Trustees when such prices are believed to reflect the fair value of such securities. Foreign and domestic equity securities are valued at the last sale price or, if there has been no sale that day, at the last bid price, generally. Short-term investments having a remaining maturity of less than sixty-one days are valued at amortized cost, which the Trustees have determined approximates market value. For further information about security valuations, see the Statement of Additional Information. HOW TO REDEEM SHARES You have the right to have the Fund buy back shares at the net asset value next determined after receipt of a redemption order, and any other required documentation in proper form, by Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301, or an authorized agent. In the case of a Class B Share redemption, you will be subject to the applicable deferred sales charge, if any, for such shares (see "Deferred Sales Charge Alternative--Class B Shares," above). Subject to certain restrictions, shares may be redeemed by telephone or in writing. In addition, shares may be sold through securities dealers, brokers or agents who may charge customary commissions or fees for their services. The Fund does not charge any redemption fees. Payment for shares redeemed is made within seven days, provided that redemption proceeds will not be disbursed until each check used for purchases of shares has been cleared for payment by your bank, which may take up to 15 days after receipt of the check. The requirements to redeem shares are outlined in the table below. Additional documentation may be required for redemptions by corporations, partnerships or other organizations, executors, administrators, trustees, custodians, guardians, or from IRA's or other retirement plans, or if redemption is requested by anyone but the shareholder(s) of record. To avoid delay in redemption or transfer, shareholders having questions about specific requirements should contact the Fund at (800) 243-1574. Redemption requests will not be honored until all required documents in proper form have been received. How can I sell my Shares? [Telephone graphic] By Phone o Sales up to $50,000 (800) 243-1574 o Not available on most retirement accounts o Requests received after 4PM will be executed on the following business day o Letter of instruction from the registered owner [Letter Graphic] In Writing o Letter of instruction from the registered owner including the fund and account number and the number of shares or dollar amount you wish to sell o No signature guarantee is required if your shares are registered individually, jointly, or as custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act, the proceeds of the redemption do not exceed $50,000, and the proceeds are payable to the registered owner(s) at the address of record
Shares previously issued in certificate form cannot be redeemed until the certificated shares have been deposited to your account. Telephone Redemptions. The Fund 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 you. 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 Fund 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, you would bear the risk of loss resulting from instructions entered by an unauthorized third party that the Fund and/or the Transfer Agent reasonably believe to be genuine. The 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 or may be temporarily suspended. In such event, a redemption may be effected by written request by following the procedure outlined above. Written Redemptions. If you elect not to use the telephone redemption or telephone exchange privileges, you must submit your request in writing. If the shares are being exchanged between accounts that are not identically registered, the signature on such request must be guaranteed by an eligible guarantor institution as defined by the 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. Account Reinstatement Privilege You have a one time privilege of using redemption proceeds from Class A and B Shares to purchase Class A Shares of any Phoenix Fund with no sales charge (at net asset value next determined after the request for reinvestment is made). For federal income tax purposes, a redemption and reinvestment will be treated as a sale and purchase of shares. Special rules may apply in computing the amount of gain or loss in these situations. (See "Dividends, Distributions and Taxes" for information on the federal income tax treatment of a disposition of shares.) A written request to reinstate your account must be received by the Transfer Agent within 180 days of the redemption, accompanied by payment for the shares (not in excess of the redemption value). Class B shareholders who have had the contingent deferred sales charge waived through participation in the Systematic Withdrawal Program are not eligible to use the Reinstatement Privilege. 18 Redemption of Small Accounts Due to the relatively high cost of maintaining small accounts, the Fund reserves the right to redeem, at net asset value, the shares of any shareholder whose account has a value, due to redemptions, of less than $200. Before the Fund redeems these shares, the shareholder will be given notice that the value of the shares in the account is less than the minimum amount and will be allowed 60 days to make an additional investment in an amount which will increase the value of the account to at least $200. Redemption in Kind To the extent consistent with state and federal law, the Fund may make payment of the redemption price either in cash or in kind. However, the Fund has elected to pay in cash all requests for redemption by any shareholder of record, limited in respect to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the net asset value of the Fund at the beginning of such period. This election has been made pursuant to Rule 18f-1 under the Investment Company Act of 1940 and is irrevocable while the Rule is in effect unless the Securities and Exchange Commission, by order, permits the withdrawal thereof. In case of a redemption in kind, securities delivered in payment for shares would be readily marketable and valued at the same value assigned to them in computing the net asset value per share of the Fund. A shareholder receiving such securities would incur brokerage costs when selling the securities. DIVIDENDS, DISTRIBUTIONS AND TAXES The Fund intends to continue to qualify annually as a regulated investment company under Subchapter M of the Code and to distribute annually to shareholders all or substantially all of its net investment income and net realized capital gains, after utilization of any capital loss carryovers. If the Fund so qualifies, it generally will not be subject to federal income tax on the income it distributes. The discussion below is based on the assumption that the Fund will continue to qualify as a regulated investment company. The Fund intends to make distributions from net investment income semi-annually, and intends to distribute net realized capital gain, if any, at least annually. The Fund will be subject to a nondeductible 4% excise tax if it fails to meet certain annual distribution requirements. In order to prevent imposition of the excise tax, it may be necessary for the Fund to make distributions more frequently than described in the previous paragraph. Unless a shareholder elects to receive distributions in cash, dividends and capital gain distributions will be paid in additional shares of the Fund credited at the net asset value per share on the ex-date. Dividends and distributions, whether received in cash or in additional shares of the Fund, generally are subject to federal income tax and may be subject to state, local and other taxes. Shareholders will be notified annually about the amount and character of distributions made to them by the Fund. Long-term capital gains, if any, distributed to shareholders and which are designated by the Fund as capital gain distributions, are taxable to shareholders as long-term capital gain distributions regardless of the length of time shares of the Fund have been held by the shareholder. Distributions of short-term capital gains and net investment income, if any, are taxable to shareholders as ordinary income. Dividends and distributions generally will be taxable to shareholders in the taxable year in which they are received. However, dividends and distributions declared by the Fund in October, November or December of any calendar year, with a record date in such a month, and paid during the following January will be treated as if they were paid by the Fund and received by shareholders on December 31 of the calendar year in which they were declared. A redemption or other disposition (including an exchange) of shares of the Fund generally will result in the recognition of a taxable gain or loss, which will be a long- or short-term capital gain or loss (assuming the shares were a capital asset in the hands of the shareholder), depending upon the shareholder's holding period for his or her shares. In addition, if shares of the Fund are disposed of at a loss and are replaced (either through purchases or through reinvestment of dividends) within a period commencing thirty days before and ending thirty days after the disposition of such shares, the realized loss will be disallowed and appropriate adjustments to the tax basis of the new shares will be made. Investment income received by the Fund from sources within foreign countries may be subject to foreign income taxes withheld at the source. If the Fund should have more than 50% of the value of its assets invested in securities of foreign corporations at the close of its taxable year, which is the Fund's present intention, the Fund may elect to permit its shareholders to take, either as a credit or a deduction, their proportionate share of the foreign income taxes paid. The Fund sends to all shareholders, within 31 days after the end of the calendar year, information which is required by the Internal Revenue Service for preparing federal income tax returns. Investors are urged to consult their attorney or tax adviser regarding specific questions as to federal, foreign, state or local taxes. Important Notice Regarding Taxpayer IRS Certification Pursuant to IRS regulations, the Fund may be required to withhold 31% of all reportable payments including any taxable dividends, capital gain distributions or share redemption proceeds, for any account which does not have a taxpayer identification number or social security number and certain required certifications. The Fund reserves the right to refuse to open an account for any person failing to provide a taxpayer identification number along with the required certifications. ADDITIONAL INFORMATION Organization of the Fund The Fund was originally incorporated in New York in 1956, and on January 13, 1992, the Fund was reorganized as a 19 Massachusetts business trust. The Fund has operated as an open-end, diversified management investment company since May 1960. On June 30, 1993, the Trustees voted to change the name of the Fund to "Phoenix Worldwide Opportunities Fund" to reflect the purchase of the former adviser by Phoenix Home Life Mutual Insurance Company and the affiliation with other Phoenix Funds. The Declaration of Trust provides that the Trustees are authorized to create an unlimited number of series and, with respect to each series, to issue an unlimited number of full and fractional shares of beneficial interest of one or more classes and to divide or combine the shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interests in the series. All shares have equal voting rights, except that only shares of the respective series or separate classes within a series are entitled to vote on matters concerning only that series or class. At the date of this Prospectus, there is only one existing series of the Fund, which has two classes of shares. The shares of the Fund, when issued, will be fully paid and non-assessable, have no preference, preemptive, or similar rights, and will be freely transferable. There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholders' meeting for the election of Trustees. Shareholders may, in accordance with the Declaration of Trust, as amended, cause a meeting of shareholders to be held for the purpose of voting on the removal of Trustees. Meetings of the shareholders may be called upon written request of shareholders holding in the aggregate not less than 10% of the outstanding shares having voting rights. Except as set forth above and subject to the 1940 Act, the Trustees will continue to hold office and appoint successor Trustees. Shares do not have cumulative voting rights and the holders of more than 50% of the shares of the Fund voting for the election of Trustees can elect all of the Trustees of the Trust if they choose to do so and in such event the holders of the remaining shares would not be able to elect any Trustees. Shareholders are entitled to redeem their shares as set forth under "How to Redeem Shares." The Declaration of Trust establishing the Fund (a copy of which, together with all amendments thereto, is on file in the office of the Secretary of the Commonwealth of Massachusetts), provides that the Fund's name refers to the Trustees under the Declaration of Trust collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Fund shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim of said Fund, but the "Trust Property" only shall be liable. Additional Inquiries Inquiries and requests for the Statement of Additional Information, the Annual Report to Shareholders and the Semiannual 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. Registration Statement This Prospectus omits certain information included in the Statement of Additional Information and Part C of the Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and the 1940 Act. A copy of the Registration Statement may be obtained from the Securities and Exchange Commission in Washington, D.C. upon payment of the prescribed fee. 20 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:
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 - ------------------------------------------------------------------------------------------------------
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. o A corporation o Financial institution o Section 501(a) exempt organization (IRA, Corporate Retirement Plan, 403(b), Keogh) o United States or any agency or instrumentality thereof o A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof o International organization or any agency or instrumentality thereof o Registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. o Real estate investment trust o Common trust fund operated by a bank under section 584(a) o An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1) o 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 Worldwide Opportunities Fund (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 October 6, 1998. 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 Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200. Financial information relating to the Fund is contained in the Annual Report to Shareholders for the year ended June 30, 1998 and is incorporated into the Statement of Additional Information by reference. [Recycle Logo] Printed on recycled paper using soybean ink Phoenix Funds BULK RATE MAIL PO Box 2200 U.S. POSTAGE Enfield CT 06083-2200 PAID SPRINGFIELD, MA PERMIT NO. 444 [PHOENIX LOGO] PHOENIX INVESTMENT PARTNERS PXP 691 (10/98) PHOENIX WORLDWIDE OPPORTUNITIES FUND 101 Munson Street Greenfield, MA 01301 Statement of Additional Information October 6, 1998 This Statement of Additional Information is not a prospectus, but expands upon and supplements the information contained in the current Prospectus of Phoenix Worldwide Opportunities Fund (the "Fund"), dated October 6, 1998, and should be read in conjunction with it. The Fund's Prospectus may be obtained by calling Phoenix Equity Planning Corporation ("Equity Planning") at (800) 243-4361 or by writing to Equity Planning at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200. TABLE OF CONTENTS
PAGE ----- THE FUND ...................................... 1 INVESTMENT OBJECTIVE AND POLICIES ............. 1 INVESTMENT RESTRICTIONS ....................... 1 PERFORMANCE INFORMATION ....................... 4 PORTFOLIO TRANSACTIONS AND BROKERAGE .......... 5 SERVICES OF THE ADVISER ....................... 6 NET ASSET VALUE ............................... 7 HOW TO BUY SHARES ............................. 8 INVESTOR ACCOUNT SERVICES ..................... 8 REDEMPTION OF SHARES .......................... 9 DIVIDENDS, DISTRIBUTIONS AND TAXES ............ 9 TAX SHELTERED RETIREMENT PLANS ................ 11 THE DISTRIBUTOR ............................... 11 DISTRIBUTION PLANS ............................ 12 TRUSTEES AND OFFICERS ......................... 13 OTHER INFORMATION ............................. 19
Customer Service: (800) 243-1574 Marketing: (800) 243-4361 Telephone Orders: (800) 367-5877 TTY: (800) 243-1926 PXP 691B (10/98) THE FUND The Fund was originally incorporated in New York in 1956, and on January 13, 1992, the Fund was reorganized as a Massachusetts business trust. The Fund has operated as an open-end, diversified management investment company since May 1960. On June 30, 1993, the Trustees voted to change the name of the Fund to "Phoenix Worldwide Opportunities Fund" to reflect the purchase of the former adviser by Phoenix Home Life Mutual Insurance Company and the affiliation with other Phoenix Funds. INVESTMENT OBJECTIVE AND POLICIES The Fund's investment objective is capital appreciation. The Fund's investment objective is a fundamental policy and may not be changed without shareholder approval. Under normal circumstances, at least 65% of the total assets of the Fund will be invested in the securities of issuers located in at least three different countries, one of which will be the United States. The Fund will invest primarily in equity securities (common stocks, preferred stocks, securities convertible into common stocks, warrants and any rights to purchase common stocks). The Fund may also invest up to 35% of its assets in non-convertible fixed-income securities of U.S. and non-U.S. issuers (described below) when the Adviser has determined that such securities are appropriate for the achievement of the Fund's investment objective. Because the market value of fixed-income securities can be expected to vary inversely to changes in prevailing interest rates, investing in such fixed-income securities can provide an opportunity for capital appreciation when interest rates are expected to decline. The non-convertible fixed-income securities referred to above will consist of (1) corporate notes, bonds and debentures of U.S. issuers that are rated high grade (i.e. within the three highest rating categories of Standard & Poor's or Moody's Investors Service) or, if unrated, are deemed by the Adviser to be of comparable quality to those securities that are rated high grade, (2) corporate notes, bonds, debentures and other securities (such as Euro-currency instruments) of non-U.S. issuers that are rated within the three highest rating categories of rating services chosen by the Adviser to rate foreign debt obligations or, if unrated, are deemed by the Adviser to be of comparable credit quality to rated securities that may be purchased and (3) Treasury bills, notes and bonds issued by the United States Government or its agencies or instrumentalities and securities issued by foreign governments and supranational agencies (such as World Bank). The Fund may, for daily cash management purposes, invest in the non-convertible fixed income securities described above or in high quality money market securities. In addition, the Fund may invest, without limit, in any combination of the U.S. Government securities and money market instruments referred to above when, in the opinion of the Adviser, it is determined that a temporary defensive position is warranted based upon current market conditions. In such instances, the Fund will not be achieving its stated investment objective. The percentage of the Fund's assets invested in particular geographic sectors will shift from time to time in accordance with the judgment of the Adviser. The Adviser will advise the Fund with respect to all other investments for the Fund. Capital appreciation will more often than not be sought through long-term holdings but the Fund may attempt to take advantage of apparent short-term trends, and such operations will occasion more trading, and hence, more than normal brokerage commissions and other expenses. Investments are selected for the Fund in such proportions and amounts as deemed advisable, subject to the investment restrictions set forth herein (see "Investment Restrictions"), in accordance with the Adviser's judgment of investment opportunities and the general economic outlook. INVESTMENT RESTRICTIONS Fundamental Policies The following investment restrictions are fundamental policies that cannot be changed without the approval of the holders of a majority of the Fund's outstanding voting securities (which means the lesser of (a) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (b) more than 50% of the outstanding shares). The Fund may not: 1. Borrow money, except from a bank and then only if there is an asset coverage of at least 300%; provided, however, that the Fund may not purchase securities while outstanding borrowings exceed 5% of the Fund's total assets. 2. Underwrite the sale of securities of other issuers (but the Fund may be deemed to be an underwriter in connection with any acquisition of restricted securities). 3. Purchase or sell real estate. 4. Purchase or sell commodities or commodity contracts; provided, however, that the terms commodities and commodity contracts shall not be deemed to include (i) forward foreign currency exchange contracts (ii) futures contracts on foreign currencies, (iii) options on futures contracts or (iv) options on foreign currencies. 5. Lend money, except in connection with the acquisition of a portion of an issue of publicly distributed bonds, debentures or other corporate obligations. 1 6. Issue senior securities except to the extent that it is permitted (a) to borrow money from banks pursuant to the Fund's investment restriction regarding the borrowing of money, and (b) to enter into transactions involving forward foreign currency exchange contracts, foreign currency futures contracts and options thereon, and options on foreign currencies as described in the Fund's Prospectus and this Statement of Additional Information. 7. Invest more than 25% of its total assets in any one industry. For purposes of this policy, foreign governments and supranational agencies shall be deemed to be separate industries. 8. Make short sales unless at the time of the sale the Fund owns, or by virtue of ownership of other securities, has the right to obtain, at least an equal amount of the securities sold short. 9. Issue bonds, debentures, or senior equity securities. 10. Issue any of its securities other than for cash or securities (including securities of which the Fund is the issuer), except as a dividend or distribution or in connection with a reorganization. 11. Purchase securities on margin, except as may be permitted under the Investment Company Act of 1940 (the "1940 Act"), and except that, for purposes of this restriction, the deposit or payment of initial or variation margin in connection with the entry into or use of futures contracts will not be deemed to be a purchase of securities on margin. 12. Invest in companies for the purpose of exercising control or management. 13. Invest in securities of other investment companies except to the extent permitted by the 1940 Act. Other Policies The following investment restrictions do not constitute fundamental policies and may, therefore, be changed without shareholder approval. The Fund intends to comply with the Statement of Policy on investment companies approved by certain state securities commissioners. Additional investment restrictions currently imposed by the Statement of Policy are as follows: The Fund will not 1. Purchase any securities (excluding government securities) if by reason thereof more than 5% of the Fund's total assets (taken at current value) would then be invested in securities of a single issuer. 2. Purchase any securities if, as a result, the Fund would then have more than 5% of its total assets (taken at current value) invested in securities of companies (including their predecessors) with less than three years of operating history. 3. Invest more than 5% of its total assets in puts, calls, straddles, spreads, and/or any combination thereof. 4. Invest in interests in oil, gas, or other mineral exploration or development programs. 5. Invest more than 15% of its net assets in illiquid securities, comprised of assets which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued the investment. In addition, the Fund has given undertakings to certain state securities commissioners to the effect that (a) the Fund will not purchase warrants (except warrants acquired by the Fund in units or attached to securities which may be deemed to be without value) in amounts in excess of 5% of the Fund's net assets, and (b) the Fund may purchase put or call options or combinations thereof written by others, provided the aggregate premiums paid for all such options held do not exceed 2% of the Fund's net assets. Writing Covered Call Options The Fund may write covered call option contracts, which are options on securities that the Fund owns, if such options are listed on an organized securities exchange and the Adviser determines that such activity is consistent with the Fund's investment objective. A call option gives the purchaser of the option the right to buy the underlying security from the writer at the exercise price at any time prior to the expiration of the contract, regardless of the market price of the security during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. The writer forgoes the opportunity to profit from an increase in the market price of the underlying security above the exercise price except insofar as the premium represents such a profit. The writing of option contracts is a highly specialized activity which involves investment techniques and risks different from those ordinarily associated with investment companies, and the restrictions listed above would tend to reduce such risks. Securities for the Fund's portfolio will continue to be bought and sold on the basis of investment considerations and appropriateness to the fulfillment of the Fund's investment objective. In order to close out a position, the Fund will normally make a "closing purchase transaction"--the purchase of a call option on the same security with the same exercise price and expiration date as the call option which it has previously written on any particular security. When a security is sold from the Fund's portfolio, the Fund will effect a closing purchase transaction so as to close out any existing call option on that security. 2 Forward Foreign Currency Exchange Contracts In order to hedge against adverse movements in exchange rates between currencies, the Fund may enter into forward foreign currency exchange contracts ("forward currency contracts") for the purchase or sale of a specified currency at a specified future date. Such contracts may involve the purchase or sale of a foreign currency against the U.S. dollar or may involve two foreign currencies. The Fund may enter into forward currency contracts either with respect to specific transactions or with respect to the Fund's portfolio positions. Futures Contracts on Foreign Currencies and Options on Futures Contracts The Fund may engage in futures contracts on foreign currencies and options on these futures transactions as a hedge against changes in the value of the currencies to which the Fund is subject or to which the Fund expects to be subject in connection with future purchases, in accordance with the rules and regulations of the Commodity Futures Trading Commission (the "CFTC"). The Fund also may engage in such transactions when they are economically appropriate for the reduction of risks inherent in the ongoing management of the Fund. The Fund may buy and sell futures contracts on foreign currencies and groups of foreign currencies. The Fund will engage in transactions in only those futures contracts and options thereon that are traded on a commodities exchange or a board of trade. A "sale" of a futures contract means the assumption of a contractual obligation to deliver the specified amount of foreign currency at a specified price in a specified future month. A "purchase" of a futures contract means the assumption of a contractual obligation to acquire the currency called for by the contract at a specified price in a specified future month. At the time a futures contract is purchased or sold, the Fund must allocate cash or securities as a deposit payment (initial margin). Thereafter, the futures contract is valued daily and the payment of "variation margin" may be required, resulting in the Fund's providing or receiving cash that reflects any decline or increase in the contract's value, a process known as "marking to market". Options on Foreign Currencies The Fund may purchase and write put and call options on foreign currencies traded on securities exchanges or boards of trade (foreign and domestic) for hedging purposes in a manner similar to that in which forward currency contracts and futures contracts on foreign currencies will be employed. Options on foreign currencies are similar to options on stock, except that the Fund has the right to take or make delivery of a specified amount of foreign currency, rather than stock. The Fund may purchase and write options to hedge the Fund's portfolio securities denominated in foreign currencies. If there is a decline in the dollar value of a foreign currency in which the Fund's portfolio securities are denominated, the dollar value of such securities will decline even though foreign currency value remains the same. See "Special Considerations and Risk Factors." To hedge against the decline of the foreign currency, the Fund may purchase put options on such foreign currency. If the value of the foreign currency declines, the gain realized on the put option would offset, in whole or in part, the adverse effect such decline would have on the value of the portfolio securities. Alternatively, the Fund may write a call option on the foreign currency. If the value of the foreign currency declines, the option would not be exercised and the decline in the value of the portfolio securities denominated in such foreign currency would be offset in part by the premium the Fund received for the option. If, on the other hand, the Adviser anticipates purchasing a foreign security and also anticipates a rise in the value of such foreign currency (thereby increasing the cost of such security), the Fund may purchase call options on the foreign currency. The purchase of such options could offset, at least partially, the effects of the adverse movements of the exchange rates. Alternatively, the Fund could write a put option on the currency and, if the exchange rates move as anticipated, the option would expire unexercised. Segregated Accounts At the time of purchase of a futures contract, option on futures contract or forward foreign currency exchange contract, any asset, including equity securities and non-investment grade debt so long as the asset is liquid, unencumbered and marked to market daily equal to the contract's market value minus initial margin deposit will be deposited in a pledged account with the Fund's custodian bank to fully collateralize the position. Other Policies The Fund is authorized to invest in the securities of other investment companies subject to the limitations contained in the 1940 Act. In certain countries, investments by the Fund may only be made through investments in other investment companies that, in turn, are authorized to invest in the securities that are issued in such countries. Investors should recognize that the Fund's purchase of the securities of such other investment companies results in the layering of expenses such that investors indirectly bear a proportionate part of the expenses for such investment companies including operating costs and investment advisory and administrative fees. Special Considerations and Risk Factors Investing in the securities of foreign companies involves special risks and considerations not typically associated with investing in U.S. companies. These include: differences in accounting, auditing and financial reporting standards, generally higher commission rates on foreign portfolio transactions, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and 3 potential restrictions on the flow of international capital. Additionally, dividends payable on foreign securities may be subject to foreign taxes withheld prior to distribution. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility, and changes in foreign exchange rates will affect the value of those securities which are denominated or quoted in securities which are denominated or quoted in currencies other than the U.S. dollar. Many of the foreign securities held by the Fund will not be registered with, nor the issuers thereof be subject to the reporting requirements of, the U.S. Securities and Exchange Commission. Accordingly, there may be less publicly available information about the securities and about the foreign company or government issuing them than is available about a domestic company or government entity. Moreover, individual foreign economies may differ favorably or unfavorably for the United States economy in such respects as growth of Gross National Product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. The Fund's use of forward currency contracts involves certain investment risks and transaction costs to which it might not otherwise be subject. These include: (1) the Adviser may not always be able to accurately predict movements within currency markets, (2) the skills and techniques needed to use forward currency contracts are different from those needed to select the securities in which the Fund invests and (3) there is no assurance that a liquid secondary market will exist that would enable the Adviser to "close out" existing forward contracts when doing so is desirable. The Fund's successful use of forward currency contracts, options on foreign currencies, futures contracts on foreign currencies and options on such contracts depends upon the Adviser's ability to predict the direction of the market and political conditions, which require different skills and techniques than predicting changes in the securities markets generally. For instance, if the value of the securities being hedged moves in a favorable direction, the advantage to the Fund would be wholly or partially offset by a loss in the forward contracts or futures contracts. Further, if the value of the securities being hedged does not change, the Fund's net income would be less than if the Fund had not hedged since there are transaction costs associated with the use of these investment practices. These practices are subject to various additional risks. The correlation between movements in the price of options and futures contracts and the price of the currencies being hedged is imperfect. The use of these instruments will hedge only the currency risks associated with investments in foreign currency advances before it invests in securities denominated in such currency and the currency market declines, the Fund might incur a loss on the futures contract. The Fund's ability to establish and maintain positions will depend on market liquidity. The ability of the Fund to close out a futures position or an option depends upon a liquid secondary market. There is no assurance that liquid secondary markets will exist for any particular futures contract or option at any particular time. The Fund may invest up to 5% of its net assets in fixed income securities rated below investment grade (commonly referred to as "junk bonds"). Fixed income securities rated below investment grade are deemed to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations. Fixed income securities rated below investment grade may involve a substantial risk of default or may be in default. Changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of the issuers of such securities to make principal and interest payments than is the case for higher grade debt securities. An economic downturn affecting the issuer may result in an increased incidence of default and a decline in prices of the issuer's lower-rated securities. The market for fixed income securities rated below investment grade may be thinner and less active than for higher-rated securities. The secondary market in which fixed income securities rated below investment grade are traded is generally less liquid than the market for higher grade debt securities. PERFORMANCE INFORMATION The Fund may, from time to time, include its total return in advertisements, sales literature or reports to shareholders or prospective investors. Performance information in advertisements and sales literature may be expressed as a yield of a class of shares and as a total return of a class of shares. Standardized quotations of average annual total return for Class A or Class B Shares will be expressed in terms of the average annual compounded rate of return for a hypothetical investment in either Class A or Class B Shares over periods of 1, 5 and 10 years or up to the life of the class of shares), calculated for each class separately pursuant to the following formula: P(1+T)(n) = ERV (where P = a hypothetical initial payment of $1,000, T = the average annual total return, n = the number of years, and ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the period). All total return figures reflect the deduction of a proportional share of each Class's expenses (on an annual basis), deduction of the maximum initial sales load in the case of Class A Shares and the maximum contingent deferred sales charge applicable to a complete redemption of the investment in the case of Class B Shares, and assume that all dividends and distributions on Class A and Class B Shares are reinvested when paid. Performance information for the Fund may be compared, in reports and promotional literature, to: (i) the EAFE (Europe, Australia, and Far East) Index, the MSCI World (Net) Index, the Europac Index, or other unmanaged indices so that investors may compare the Fund's results with those of a group of unmanaged securities widely regarded by investors as representative of the securities markets in general; (ii) other groups of mutual funds tracked by Lipper Analytical Services, Inc., a widely used independent research firm which ranks mutual funds by overall performance, investment objectives, and assets, or tracked by other services, companies, publications, 4 or persons who rate or rank mutual funds on overall performance or other criteria; and (iii) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the Fund. Unmanaged indices may assume the reinvestment of dividends but generally do not reflect deductions for administrative and management costs and expenses. The Fund may from time to time include in advertisements containing total return the ranking of those performance figures relative to such figures for groups of mutual funds having similar investment objectives as categorized by ranking services such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc. Additionally, the Fund may compare its performance results to other investment or savings vehicles (such as certificates of deposit) and may refer to results published in various publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business Week, Investor's Daily, Stanger's Mutual Fund Monitor, The Stanger Register, Stanger's Investment Adviser, The Wall Street Journal, The New York Times, Consumer Reports, Registered Representative, Financial Planning, Financial Services Weekly, Financial World, U.S. News and World Report, Standard & Poor's The Outlook, and Personal Investor. The Fund may from time to time illustrate the benefits of tax deferral by comparing taxable investments to investments made through tax-deferred retirement plans. The total return may also be used to compare the performance of the Fund against certain widely acknowledged outside standards or indices for stock and bond market performance, such as the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"), Dow Jones Industrial Average, Europe Australia Far East Index (EAFE), Morgan Stanley Capital International World (net) Index, Consumer Price Index, Lehman Brothers Corporate Index and Lehman Brothers T-Bond Index. Advertisements, sales literature and other communications may contain information about the Fund and Adviser's current investment strategies and management style. Current strategies and style may change to allow the Fund to respond quickly to changing market and economic conditions. From time to time the Fund may include specific portfolio holdings or industries, in such communications. To illustrate components of overall performance, the Fund may separate its cumulative and average annual returns into income and capital gains components; or cite separately as a return figure the equity or bond portion of the Fund's portfolio; or compare the Fund's equity or bond return figures to well-known indices of market performance, including, but not limited to: the S&P 500, Dow Jones Industrial Average, CS First Boston High Yield Index and Salomon Brothers Corporate Bond and Government Bond Indices. For the 1, 5 and 10 year periods ended June 30, 1998, the average annual total return of the Class A Shares was 25.16%, 18.53% and 9.76%, respectively. For the one year ended June 30, 1998 and, since inception, July 15, 1994 for Class B Shares, the average annual total return was 26.61% and 16.20%, respectively. Performance information reflects only the performance of a hypothetical investment in each class during the particular time period on which the calculations are based. Performance information should be considered in light of the Fund's investment objectives and policies, characteristics and quality of the portfolio, and the market condition during the given time period, and should not be considered as a representation of what may be achieved in the future. The Fund may also compute aggregate total return for specified periods based on a hypothetical Class A or Class B account with an assumed initial investment of $10,000. The aggregate total return is determined by dividing the net asset value of this account at the end of the specified period by the value of the initial investment and is expressed as a percentage. Calculation of aggregate total return reflects payment of the Class A Shares's maximum sales charge of 4.75% and assumes reinvestment of all income dividends and capital gain distributions during the period. Based on the foregoing, the Class A Share's aggregate total return quotation for the period commencing May 13, 1960 and ending June 30, 1998 was 3,048%. The Fund also may quote annual, average annual and annualized total return and aggregate total return performance data, for both classes of shares of the Fund, both as a percentage and as a dollar amount based on a hypothetical $10,000 investment for various periods other than those noted above. Such data will be computed as described above, except that (1) the rates of return calculated will not be average annual rates, but rather, actual annual, annualized or aggregate rates of return and (2) the maximum applicable sales charge will not be included with respect to annual, annualized or aggregate rate of return calculations. PORTFOLIO TRANSACTIONS AND BROKERAGE The Adviser places orders for the purchase and sale of securities, supervises their execution and negotiates brokerage commissions on behalf of the Fund. It is the practice of the Adviser to seek the best prices and execution of orders and to negotiate brokerage commissions which in its opinion are reasonable in relation to the value of the brokerage services provided by the executing broker. Brokers who have executed orders for the Fund are asked to quote a fair commission for their services. If the execution is satisfactory and if the requested rate approximates rates currently being quoted by the other brokers selected by the Adviser, the rate is deemed by the Adviser to be reasonable. Brokers may ask for higher rates of commission if all or a portion of the securities involved in the transaction are positioned by the broker, if the broker believes it has brought the Fund an unusually favorable trading opportunity, or if the broker regards its research services as being of exceptional value. Payment of such commissions is authorized by the Adviser after the transaction has been consummated. If the Adviser more than occasionally differs with the broker's appraisal of opportunity or value, the broker would not be selected to execute trades in the future. The Adviser believes that the Fund benefits with a securities industry comprised of many diverse firms and that the long-term interests of shareholders of the Fund are best served by their brokerage policies which include paying a fair commission rather than seeking 5 to exploit their leverage to force the lowest possible commission rate. The primary factors considered in determining the firms to which brokerage orders are given are the Adviser's appraisal of: the firm's ability to execute the order in the desired manner, the value of research services provided by the firm, and the firm's attitudes toward and interest in mutual funds in general including those managed and sponsored by the Adviser. The Adviser does not offer or promise to any broker an amount or percentage of brokerage commissions as an inducement or reward for the sale of shares of the Fund. Over-the-counter purchases and sales are transacted directly with principal market-makers except in those circumstances where, in the opinion of the Adviser, better prices and executions are available elsewhere. In the over-the-counter market, securities are usually traded on a "net" basis with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually contains a profit to the dealer. The Fund also expects that securities will be purchased at times in underwritten offerings where the price includes a fixed amount of compensation, usually referred to as the underwriter's concession or discount. The foregoing discussion does not relate to transactions effected on foreign securities exchanges which do not permit the negotiation of brokerage commissions and where the Adviser would, under the circumstances, seek to obtain best price and execution on orders for the Fund. In general terms, the nature of research services provided by brokers encompasses statistical and background information, and forecasts and interpretations with respect to U.S. and foreign economies, U.S. and foreign money markets, fixed income markets and equity markets, specific industry groups, and individual issues. Research services will vary from firm to firm, with broadest coverage generally from the large full-line firms. Smaller firms in general tend to provide information and interpretations on a smaller scale, frequently with a regional emphasis. In addition, several firms monitor federal, state, local, and foreign political developments. Many of the brokers also provide access to outside consultants. The outside research assistance is particularly useful to the Adviser's staff since the brokers, as a group, tend to monitor a broader universe of securities and other matters than the Adviser's staff can follow. In addition, it provides the Adviser with a diverse perspective on financial markets. Research and investment information is provided by these and other brokers at no cost to the Adviser and is available for the benefit of other accounts advised by the Adviser and its affiliates and not all of the information will be used in connection with the Fund. While this information may be useful in varying degrees and may tend to reduce the Adviser's expenses, it is not possible to estimate its value and in the opinion of the Adviser it does not reduce the Adviser's expenses in a determinable amount. The extent to which the Adviser makes use of statistical, research and other services furnished by brokers is considered by the Adviser in the allocation of brokerage business but there is no formula by which such business is allocated. The Adviser does so in accordance with its judgment of the best interests of the Fund and its shareholders. The Fund has adopted a policy and procedures governing the execution of aggregated advisory client orders ("bunching procedures") in an attempt to lower commission costs on a per-share and per-dollar basis. According to the bunching procedures, the Adviser shall aggregate transactions unless it believes in its sole discretion that such aggregation is inconsistent with its duty to seek best execution (which shall include the duty to seek best price) for the Fund. No advisory account of the Adviser is to be favored over any other account and each account that participates in an aggregated order is expected to participate at the average share price for all transactions of the Adviser in that security on a given business day, with all transaction costs shared pro rata based on the Fund's participation in the transaction. If the aggregated order is filled in its entirety, it shall be allocated among the Adviser's accounts in accordance with the allocation order, and if the order is partially filled, it shall be allocated pro rata based on the allocation order. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the allocation order if all accounts of the Adviser whose orders are allocated receive fair and equitable treatment and the reason for such different allocation is explained in writing and is approved in writing by the Adviser's compliance officer as soon as practicable after the opening of the markets on the trading day following the day on which the order is executed. If an aggregated order is partially filled and allocated on a basis different from that specified in the allocation order, no account that is benefited by such different allocation may intentionally and knowingly effect any purchase or sale for a reasonable period following the execution of the aggregated order that would result in it receiving or selling more shares than the amount of shares it would have received or sold had the aggregated order been completely filled. The Trustees will annually review these procedures or as frequently as shall appear appropriate. During the fiscal years ended June 30, 1996, 1997, and 1998, brokerage commissions paid by the Fund totalled $1,279,610, $1,136,406 and $911,734, respectively. Brokerage commissions of $729,387 were paid during the last fiscal year on portfolio transactions aggregating $325,528,828 and executed by brokers who provided research and other statistical and factual information. SERVICES OF THE ADVISER Effective June 1, 1998, National Securities & Research Corporation ("National") assigned its investment advisory contract to Phoenix Investment Counsel, Inc. ("PIC"). PIC now serves as adviser for the Fund. National and PIC are both subsidiaries of Phoenix Investment Partners, Ltd. (formerly Phoenix Duff & Phelps Corporation) whose majority shareholder is Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life"). Phoenix Home Life's principal place of business is located at One American Row, Hartford, Connecticut, where it is engaged in the insurance and investment business. 6 The Adviser provides certain services and facilities required to carry on the day-to-day operations of the Fund (for which it receives a management fee) other than the costs of printing and mailing proxy materials, reports and notices to shareholders; outside legal and auditing accounting services, regulatory filing fees and expenses of printing the Fund's registration statements (but the Distributor purchases such copies of the Fund's prospectuses and reports and communication to shareholders as it may require for sales purposes), insurance expense, association membership dues, brokerage fees, and taxes. The current Management Agreement was approved by the Trustees of the Fund on March 16, 1993 and by the shareholders of the Fund on May 7, 1993. The Management Agreement became effective on May 14, 1993, and it will continue in effect until lapsed or terminated. The Management Agreement will continue in effect from year to year if specifically approved annually by a majority of the Trustees who are not interested persons of the parties thereto, as defined in the 1940 Act, and by either (a) the Trustees of the Fund or (b) the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act). The Agreement may be terminated without penalty at any time by the Trustees or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser upon 60 days' written notice and will automatically terminate in the event of its "assignment" as defined in Section (2)(a)(4) of the 1940 Act. The Management Agreement provides that the Adviser is not liable for any act or omission in the course of, or in connection with, rendering services under the Agreement in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties under the Agreement. The Agreement permits the Adviser to render services to others and to engage in other activities. As compensation for its services, the Adviser receives a fee, which is accrued daily against the value of the Fund's net assets and is paid by the Fund monthly. The fee is computed at an annual rate of 0.75% of the Fund's average daily net assets of up to $1 billion, 0.70% of the Fund's average daily net assets from $1 billion to $2 billion, and 0.65% of the Fund's average daily net assets in excess of $2 billion. Total management fees for the fiscal years ended June 30, 1996, 1997, and 1998 amounted to $1,037,386, $1,137,290 and $1,278,505, respectively. The Adviser makes its personnel available to serve as officers and "interested" Trustees of the Fund. The Fund has not directly compensated any of its officers or Trustees for services in such capacities except to pay fees to the Trustees who are not otherwise affiliated with the Fund. The Fund reimburses all Trustees for their out-of-pocket expenses. The Trustees of the Fund are not prohibited from authorizing the payment of salaries to the officers pursuant to the Management Agreement, including out-of-pocket expenses, at some future time. In addition to the management fee, expenses paid by the Fund include: fees of Trustees who are not compensated by the Adviser, interest charges, taxes, fees and commissions of every kind, including brokerage fees, expenses of issuance, repurchase or redemption of shares, expenses of registering or qualifying shares for sale (including the printing and filing of the Fund's registration statements, reports and prospectuses excluding those copies used for sales purposes which the Distributor purchases at printer's over-run cost), accounting services fees, insurance expenses, association membership dues, all charges of custodians, transfer agents, registrars, auditors and legal counsel, expenses of preparing, printing and distributing all proxy material, reports and notices to shareholders, and, all costs incident to the Fund's existence as a Massachusetts business trust. Philip R. McLoughlin, a Trustee and officer of the Fund, is also a director of the Adviser. Michael E. Haylon and William R. Moyer, officers of the Fund, are also directors and officers of the Adviser. G. Jeffrey Bohne, Nancy G. Curtiss, William E. Keen, III, Leonard J. Saltiel, Thomas N. Steenburg and Pierre G. Trinque, officers of the Fund, are also officers of the Adviser. NET ASSET VALUE The net asset value per share of the Fund is determined as of the close of trading of the New York Stock Exchange (the "Exchange") on days when the Exchange is open for trading. The Exchange will be closed on the following observed national holidays: New Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Since the Fund does not price securities on weekends or United States national holidays, the value of the Fund's foreign assets may be significantly affected on days when the investor has no access to the Fund. The net asset value per share of the Fund is determined by adding the values of all securities and other assets of the Fund, subtracting liabilities, and dividing by the total number of outstanding shares of the Fund. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the Securities and Exchange Commission. The total liability allocated to a class, plus that class's distribution fee and any other expenses allocated solely to that class, are deducted from the proportionate interest of such class in the assets of the Fund, and the resulting amount of each is divided by the number of shares of that class outstanding to produce the net asset value per share. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on various exchanges throughout the world, the calculation of net asset value may not take place for the Fund which invests in foreign securities contemporaneously with the determination of the prices of the majority of the portfolio securities of the Fund. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values at the mean between the bid and ask quotations of such currencies against United States dollars as last quoted by any recognized dealer. 7 If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Trustees or their delegates. If at any time the Fund has investments where market quotations are not readily available, such investments are valued at the fair value thereof as determined in good faith by the Trustees although the actual calculations may be made by persons acting pursuant to the direction of the Trustees. HOW TO BUY SHARES The minimum initial investment is $500 and the minimum subsequent investment is $25. However, both the minimum initial and subsequent investment amounts are $25 for investments pursuant to the "Investo-Matic" plan, a bank draft investing program administered by Distributor, or pursuant to the Systematic Exchange privilege or for an individual retirement account (IRA). In addition, there are no subsequent investment minimum amounts in connection with the reinvestment of dividend or capital gain distributions. Completed applications for the purchase of shares should be mailed to: Phoenix Funds, c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. See the Fund's current Prospectus for more information. The Fund has authorized one or more brokers to accept on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund's behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker's authorized designee, accepts the order. Customer orders will be priced at the Fund's net asset value next computed after they are accepted by an authorized broker or the broker's authorized designee. INVESTOR ACCOUNT SERVICES The Fund offers combination purchase privileges, letters of intent, accumulation plans, withdrawal plans and reinvestment and exchange privileges. Certain privileges may not be available in connection with all classes. In most cases, changes to account services may be accomplished over the phone. Inquiries regarding policies and procedures relating to shareholder account services should be directed to Shareholder Services at (800) 243-1574. Exchanges Under certain circumstances, shares of the Fund may be exchanged for shares of the same class of any other Affiliated Phoenix Fund on the basis of the relative net asset values per share at the time of the exchange. Exchanges are subject to the minimum initial investment requirement of the designated Series, Fund, or Portfolio, except if made in connection with the Systematic Exchange privilege. Shareholders may exchange shares held in book-entry form for an equivalent number (value) of the same class of shares of any other Affiliated Phoenix Fund, if currently offered. On exchanges with share classes that carry a contingent deferred sales charge, the CDSC schedule of the original shares purchased continues to apply. The exchange of shares is treated as a sale and purchase for federal income tax purposes (see also "Dividends, Distributions and Taxes"). Systematic Exchanges. If the conditions above have been met, you or your broker may, by telephone or written notice, elect to have shares exchanged for the same class of shares of another Affiliated Phoenix Fund automatically on a monthly, quarterly, semi-annual or annual basis or may cancel this privilege at any time. If you maintain an account balance of at least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated on the basis of the net asset value of the shares held in a single account), you may direct that shares be automatically exchanged at predetermined intervals for shares of the same class of another Affiliated Phoenix Fund. This requirement does not apply to Phoenix "Self Security" program participants. Systematic exchanges will be executed upon the close of business on the 10th day of each month or the next succeeding business day. Systematic exchange forms are available from the Distributor. Dividend Reinvestment Across Accounts If you maintain an account balance of at least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated on the basis of the net asset value of the shares held in a single account), you may direct that any dividends and distributions paid with respect to shares in that account be automatically reinvested in a single account of one of the other Affiliated Phoenix Funds at net asset value. You should obtain a current prospectus and consider the objectives and policies of each fund carefully before directing dividends and distributions to another fund. Reinvestment election forms and prospectuses are available from Equity Planning. Distributions may also be mailed to a second payee and/or address. Requests for directing distributions to an alternate payee must be made in writing with a signature guarantee of the registered owner(s). To be effective with respect to a particular dividend or distribution, notification of the new distribution option must be received by the Transfer Agent at least three days prior to the record date of such dividend or distribution. If all shares in your account are repurchased or redeemed or transferred between the record date and the payment date of a dividend or distribution, you will receive cash for the dividend or distribution regardless of the distribution option selected. 8 REDEMPTION OF SHARES Under the 1940 Act, payment for shares redeemed must ordinarily be made within seven days after tender. The right to redeem shares may be suspended and payment therefor postponed during periods when the New York Stock Exchange is closed, other than customary weekend and holiday closings, or if permitted by rules of the Securities and Exchange Commission, during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Fund to dispose of its securities or to determine fairly the value of its net assets or during any other period permitted by order of the Securities and Exchange Commission for the protection of investors. Furthermore, the Transfer Agent will not mail redemption proceeds until checks received for shares purchased have cleared, which may take up to 15 days after receipt of the check. Redemptions by Class B shareholders will be subject to the applicable deferred sales charge, if any. See the Fund's current Prospectus for further information. The Fund has authorized one or more brokers to accept on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund's behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker's authorized designee, accepts the order. Customer orders will be priced at the Fund's net asset value next computed after they are accepted by an authorized broker or the broker's authorized designee. A shareholder should contact his/her broker/dealer if he/she wishes to transfer shares from an existing broker/dealer street name account to a street name account with another broker/dealer. The Fund has no specific procedures governing such account transfers. Redemption of Small Accounts Due to the relatively high cost of maintaining small accounts, the Fund reserves the right to redeem, at net asset value, the shares of any shareholder whose account has a value, due to redemptions, of less than $200. Before the Fund redeems these shares, the shareholder will be given notice that the value of the shares in the account is less than the minimum amount and will be allowed 30 days to make an additional investment in an amount which will increase the value of the account to at least $200. By Mail Shareholders may redeem shares by making written request, executed in the full name of the account, directly to Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. However, when certificates for shares are in the possession of the shareholder, they must be mailed or presented, duly endorsed in the full name of the account, with a written request to Equity Planning that the Fund redeem the shares. See the Fund's current Prospectus for more information. Telephone Redemptions Shareholders may redeem by telephone up to $50,000 worth of their shares held in book-entry form. See the Fund's current Prospectus for additional information. Reinvestment Privilege Shareholders who may have overlooked features of their investment at the time they redeemed have the privilege of reinvesting their investment at net asset value. See the Fund's current Prospectus for more information and conditions attached to this privilege. DIVIDENDS, DISTRIBUTIONS AND TAXES The Fund intends to remain qualified as a regulated investment company under certain provisions of the Code. Under such provisions, the Fund will not be subject to federal income tax on such part of its ordinary income and net realized capital gains which it distributes to shareholders provided it meets certain distribution requirements. To qualify for treatment as a regulated investment company, the Fund generally must, among other things (a) derive in each taxable year at least 90% of its gross income from (i) dividends, (ii) interest, (iii) payments with respect to securities loans, (iv) gains from the sale or other disposition of stock or securities or foreign currencies, and (v) other income derived with respect to its business of investing in such stock, securities or currencies; and (b) meet certain diversification requirements imposed under the Code at the end of each quarter of the taxable year. Dividends paid by the Fund will be taxable to shareholders as ordinary income, except for (a) such portion as may exceed a shareholder's ratable share of the Fund's earnings and profits, which excess will be applied against and reduce the shareholder's cost or other tax basis for his shares, and (b) amounts representing a distribution of net capital gains, if any, which are designated by the Fund as capital gain distributions. If the amount described in (a) above exceeds the shareholder's tax basis for his shares, the excess over basis will be treated as gain from the sale or exchange of such shares. The excess of any net long-term capital gains over net short-term capital losses recognized and distributed by the Fund and designated by the Fund as a capital gain distribution, will be taxable to shareholders as a long-term capital gain regardless of the length of time a particular shareholder may have held his shares in the Fund. Dividends and distributions are taxable as described, whether received in cash or reinvested in additional shares of the Fund. Under certain circumstances, the sales charge incurred in acquiring shares of the Fund may not be taken in account in determining the gain or loss on the disposition of those shares. This rule applies where shares of the Fund are disposed of within 9 90 days after the date on which they were acquired and new shares of a regulated investment company are acquired without a sales charge or at a reduced sales charge. In that case, the gain or loss realized on the disposition will be determined by excluding from the tax basis of the shares disposed all or a portion of the sales charge incurred in acquiring those shares. This exclusion applies to the extent that the otherwise applicable sales charge with respect to the newly acquired shares is reduced as a result of the shareholder having incurred a sales charge initially. The portion of the sales charge affected by this rule will be treated as a sales charge paid for the new shares. Distributions by the Fund reduce the net asset value of the Fund's shares. Should a distribution reduce the net asset value of a share below a shareholder's cost for the share, such a distribution nevertheless generally would be taxable to the shareholder as ordinary income or long-term capital gain, even though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should be careful to consider the tax implications of buying shares just prior to the declaration of a dividend or distribution, but the dividend or distribution generally would be taxable to them. Some shareholders may be subject to withholding of federal income tax on dividends and redemption payments from the Fund ("backup withholding") at the rate of 31%. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Generally, shareholders subject to backup withholding will be (i) those for whom a certified taxpayer identification number is not on file with the Fund, (ii) those about whom notification has been received (either by the shareholder or the Fund) from the Internal Revenue Service that they are subject to backup withholding or (iii) those who, to the Fund's knowledge, have furnished an incorrect taxpayer identification number. Generally, to avoid backup withholding, an investor must, at the time an account is opened, certify under penalties of perjury that the taxpayer identification number furnished is correct and that he or she is not subject to backup withholding. It is anticipated that the Fund will receive dividends from its investments, in which case dividends paid by the Fund from net investment income may qualify for the 70% corporate dividends received deduction, but only to the extent that such income is derived from dividends of domestic corporations. The Code imposes a 4% nondeductible excise tax on a regulated investment company, such as the Fund, if it does not distribute to its shareholders during the calendar year an amount equal to at least 98% of the Fund's capital gains net income for the 12-month period ending on October 31 of each calendar year. In addition, an amount equal to any undistributed investment company taxable income or capital gain net income from the previous calendar year must also be distributed to avoid the excise tax. The excise tax is imposed on the amount by which the regulated investment company does not meet the foregoing distribution requirements. If the Fund has taxable income that would be subject to the excise tax, the Fund generally intends to distribute such income so as to avoid payment of the excise tax. Under another provision of the Code, any dividend declared by the Fund to shareholders of record in October, November, and December of any calendar year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by, and will be taxable to shareholders as of December 31 of such calendar year, provided that the dividend is actually paid by the Fund before February 1 of the following year. Based on the foregoing, the Fund's policy is to distribute to its shareholders at least 90% of net investment company taxable income, as defined above and in the Code, and any net realized capital gains for each year and, consistent therewith, to meet the distribution requirements of Part I of subchapter m of the Code. The Fund intends to meet the other requirements of Part I of subchapter m, including the requirements with respect to diversification of assets and sources of income, so that the Fund will continue to qualify as a regulated investment company. Equity options written by the Fund (covered call options on portfolio stock) will be subject to the provisions under Section 1234 of the Code. If the Fund writes a call option, no gain is recognized upon its receipt of a premium. If the option lapses or is closed out, any gain or loss is treated as a short-term capital gain or loss. If a call option is exercised, any resulting gain or loss is a short-term or long-term capital gain or loss depending on the holding period of the underlying stock. Many futures contracts entered into by the Fund and all listed non-equity options written or purchased by the Fund (including covered call options written on debt securities and options written or purchased on futures contracts) will be governed by Section 1256 of the Code. Absent a tax election to the contrary, gain or loss attributable to the lapse, exercise or closing out of any such position will be treated as 60% long-term and 40% short-term capital gain or loss, and on the last trading day of the Fund's fiscal year (and, generally on October 31 for purposes of the 4% excise tax), all outstanding Section 1256 positions will be marked to market (i.e. treated as if such positions were closed out at their closing price on such day), with any resulting gain or loss recognized as 60% long-term and 40% short-term capital gain or loss. Under certain circumstances, entry into a futures contract to sell a security may constitute a short sale for federal income tax purposes, causing an adjustment in the holding period of the underlying security or a substantially identical security in the Fund's portfolio. Positions of the Fund which consist of at least one stock and at least one stock option or other position with respect to a related security which substantially diminishes the Fund's risk of loss with respect to such stock could be treated as a "straddle" which is governed by Section 1092 of the Code, the operation of which may cause deferral of losses, adjustments in the holding periods 10 of stock or securities and conversion of short-term capital losses into long-term capital losses. An exception to these straddle rules exists for any "qualified covered call options" on stock options written by the Fund. If the Fund invests in stock of certain passive foreign investment companies, the Fund may be subject to U.S. federal income taxation on a portion of any "excess distribution" with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the Fund's holding period for the stock. The distributions or gain so allocated to any taxable year of the Fund, other than the taxable year of the excess distribution or disposition, would be taxed to the Fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company's stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Fund's investment company taxable income and, accordingly, would not be taxable to the Fund to the extent distributed by the Fund as a dividend to its shareholders. The Fund may elect to mark to market (i.e., treat as if sold at their closing market price on same day), its investments in passive foreign investment companies and avoid any tax and or interest charge on excess distributions. The foregoing discussion of U.S. federal income tax law relates solely to the application of that law to U.S. persons, i.e., U.S. citizens and residents and U.S. corporations, partnerships, trusts and estates. Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of the Fund, including the possibility that such a shareholder may be subject to a U.S. withholding tax at a rate of 31% (or at a lower rate under an applicable income tax treaty) on amounts constituting ordinary income received by him or her, where such amounts are treated as income from U.S. sources under the Code. The Fund furnishes all shareholders, within 31 days after the end of the calendar year, with information which is required by the Internal Revenue Service for preparing federal income tax returns. Investors are urged to consult their attorney or tax adviser regarding specific questions as to federal, foreign, state or local taxes. Important Notice Regarding Taxpayer IRS Certification Pursuant to IRS Regulations, the Fund may be required to withhold 31% of all reportable payments including any taxable dividends, capital gains distributions or share redemption proceeds, for an account which does not have a taxpayer identification number or social security number and certain required certifications. The Fund reserves the right to refuse to open an account for any person failing to provide a taxpayer identification number along with the required certifications. TAX SHELTERED RETIREMENT PLANS Shares of the Fund and other Affiliated Phoenix Funds may be offered in connection with employer-sponsored 401(k) plans. PIC and its affiliates may provide administrative services to these plans and to their participants, in addition to the services that PIC and its affiliates provide to the Phoenix Funds, and receive compensation therefor. For information on the terms and conditions applicable to employee participation in such plans, including information on applicable plan administrative charges and expenses, prospective investors should consult the plan documentation and employee enrollment information which is available from participating employers. THE DISTRIBUTOR Phoenix Equity Planning Corporation, ("Equity Planning" or "Distributor"), acts as the Distributor of the Fund and as such will conduct a continuous offering pursuant to a "best efforts" arrangement requiring it to take and pay for only such securities as may be sold to the public. Equity Planning is an indirect less than wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company and an affiliate of PIC. Shares of the Fund may be purchased through investment dealers who have sales agreements with the Distributor. During the fiscal years 1996, 1997, and 1998, purchasers of shares of the Fund paid aggregate sales charges of $132,820, $111,630 and $115,136, respectively, of which the Distributor received net commissions of $21,894, $32,104 and $36,903, respectively, for its services, the balance being paid to dealers. The Underwriting Agreement may be terminated at any time on not more than 60 days written notice, without payment of a penalty, by the Distributor, by vote of a majority of the outstanding voting securities of the Fund, or by vote of a majority of the Fund's Trustees who are not "interested persons" of the Fund and who have no direct or indirect financial interest in the operation of the Distribution Plans or in any related agreements. The Underwriting Agreement will terminate automatically in the event of its assignment. Dealers with whom the Distributor has entered into sales agreements receive sales charges in accordance with the commission table set forth in the Prospectus. The Distributor may from time to time pay, from its own resources or pursuant to the Distribution Plans described below, a bonus or other incentive to dealers (other than the Distributor) which employ a registered representative who sells a minimum dollar amount of the shares of the Fund during a specific period of time. Such bonus or other incentive may take the form of payment for travel expenses, including lodging, incurred in connection with trips taken by qualifying registered representatives and members of their families to places within or without the United States or other bonuses such as gift certificates or the cash equivalent of such bonuses. The Distributor may, from time to time, re-allow the entire portion of the sales charge 11 which it normally retains to individual selling dealers. However, such additional re-allowance generally will be made only when the selling dealer commits to substantial marketing support such as internal wholesaling through dedicated personnel, internal communications and mass mailings. Equity Planning also acts as administrative agent of the Fund and as such performs administrative, bookkeeping and pricing functions for the Fund. For its services, Equity Planning will be paid a fee equal to the sum of (1) the documented cost of fund accounting and related services provided by PFPC, Inc., as subagent, plus (2) the documented cost to Equity Planning to provide financial reporting and tax services and to oversee the subagent's performance. The current fee schedule of PFPC, Inc. is based upon the average of the aggregate daily net asset values of the Fund, at the following incremental annual rates. First $200 million .085% $200 million to $400 million .05 % $400 million to $600 million .03 % $600 million to $800 million .02 % $800 million to $1 billion .015% Greater than $1 billion .0125%
Percentage rates are applied to the aggregate daily net asset values of the Fund. PFPC, Inc. also charges minimum fees and additional fees for each additional class of fund shares. Equity Planning retains PFPC, Inc. as subagent for each of the funds for which Equity Planning serves as administrative agent. PFPC, Inc. agreed to a modified fee structure and waived certain charges. Because PFPC, Inc.'s arrangement would have favored smaller funds over larger funds, Equity Planning reallocates PFPC, Inc.'s overall asset-based charges among all funds for which it serves as administrative agent on the basis of the relative net assets of each fund. As a result, the PFPC, Inc. charges to the Fund are expected to be slightly less than the amount that would be found through direct application of the table illustrated above. For its services during the Fund's fiscal year ended June 30, 1998, Equity Planning received $97,030. DISTRIBUTION PLANS The Fund has adopted separate amended and restated distribution plans under Rule 12b-1 of the 1940 Act for each class of shares of the Fund (the "Class A Plan," the "Class B Plan," and collectively the "Plans"). The Plans permit the Fund to reimburse the Distributor for expenses incurred in connection with activities intended to promote the sale of shares of each class of shares of the Fund and to pay for the furnishing of shareholder services. For the fiscal year 1999, the Distributor has voluntarily agreed to waive reimbursement of distribution expenses under the Class A Plan. Pursuant to the Class A Plan, the Fund may reimburse the Distributor for actual expenses of the Distributor up to 0.05% of the average daily net assets of the Fund's Class A Shares. Under the Class B Plan, the Fund may reimburse the Distributor monthly for actual expense of the Distributor up to 0.75% of the average daily net assets of the Fund's Class B Shares. Expenditures under the Plans shall consist of: (i) commissions to sales personnel for selling shares of the Fund (including underwriting fees and financing expenses incurred in connection with the payment of commissions); (ii) compensation, sales incentives and payments to sales, marketing and service personnel; (iii) payments to broker-dealers and other financial institutions which have entered into agreements with the Distributor in the form of the Dealer Agreement for Phoenix Funds for services rendered in connection with the sale and distribution of shares of the Fund; (iv) payment of expenses incurred in sales and promotional activities, including advertising expenditures related to the Fund; (v) the costs of preparing and distributing promotional materials; (vi) the cost of printing the Fund's Prospectus and Statement of Additional Information for distribution to potential investors; and (vii) such other similar services that the Trustees of the Fund determines are reasonably calculated to result in the sale of shares of the Fund. In addition, the Fund shall pay the Distributor 0.25% annually of the average daily net assets of the Fund for providing services to the shareholders, including assistance in connection with inquiries related to shareholder accounts (the "Service Fee"). In order to receive payments under the Plans, participants must meet such qualifications to be established in the sole discretion of the Distributor, such as services to the Fund's shareholders; or services providing the Fund with more efficient methods of offering shares to coherent groups of clients, members or prospects of a participant; or services permitting bulking of purchases or sales, or transmission of such purchases or sales by computerized tape or other electronic equipment; or other processing. No amounts paid or payable by the Fund under the Class A Plan may be used to pay for, or reimburse payment for, sales or promotional services or activities unless such payment or reimbursement takes place prior to the earliest of (a) the last day of the one year period commencing on the last day of the calendar quarter during which the specific service or activity was performed, or (b) the last day of the one year period commencing on the last day of the calendar quarter during which payment for the services or activity was made by a third party on behalf of the Fund. No such timing restriction exists under the Class B Plan. If the Plans are terminated in accordance with their terms, the obligations of the Fund to make payments to the Distributor pursuant to the Plans will cease and the Fund will not be required to make any payments past the date on which each Plan terminates. In addition to the amount paid to dealers pursuant to the sales charge table in the Prospectus, the Distributor may from time to time pay, from its own resources or pursuant to the Plans, a bonus or other incentive to dealers (other than the Distributor) which 12 employ a registered representative who sells a minimum dollar amount of the shares of the Fund during a specific period of time. Such bonus or other incentive may take the form of payment for travel expenses, including lodging, incurred in connection with trips taken by qualifying registered representatives and members of their families to places within or without the United States or other bonuses such as gift certificates or the cash equivalent of such bonuses. The Distributor may, from time to time, re-allow the entire portion of the sales charge on Class A Shares which it normally retains to individual selling dealers. However, such additional re-allowance generally will be made only when the selling dealer commits to substantial marketing support such as internal wholesaling through dedicated personnel, internal communications and mass mailings. For the fiscal year ended June 30, 1998 the Fund paid Rule 12b-1 Fees in the amount of $494,443 of which the Distributor received $196,013, W.S. Griffith & Co., an affiliate, received $13,032 and unaffiliated broker-dealers received $285,398. The Rule 12b-1 payments were used for (1) compensation to dealers ($353,361), (2) compensation to sales personnel ($172,649), (3) advertising ($88,808), (4) service costs ($44,327), (5) printing and mailing of prospectuses to other than current shareholders ($11,871) and (6) other ($35,251). On a quarterly basis, the Fund's Trustees review a report on expenditures under the Plans and the purposes for which expenditures where made. The Trustees conduct an additional, more extensive review annually in determining whether the Plans will be continued. By their terms, continuation of the Plans from year to year is contingent on annual approval by a majority of the Fund's Trustees and by a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Plans or any related agreements (the "Plan Trustees"). The Plans provide that they may not be amended to increase materially the costs which the Fund may bear pursuant to the Plans without approval of the shareholders of the Fund and that other material amendments to the Plans must be approved by a majority of the Plan Trustees by vote cast in person at a meeting called for the purpose of considering such amendments. The Plans further provide that while they are in effect, the selection and nomination of Trustees who are not "interested persons" shall be committed to the discretion of the Trustees who are not "interested persons". The Plans may be terminated at any time by vote of a majority of the Plan Trustees or a majority of the outstanding shares of the Fund. The National Association of Securities Dealers, Inc. (the "NASD") regards certain distribution fees as asset-based sales charges subject to NASD sales load limits. The NASD's maximum sales charge rule may require the Trustees to suspend distribution fees or amend the Plans. TRUSTEES AND OFFICERS The following table sets forth information concerning the Trustees and executive officers of the Fund, including their principal occupations during the past five years. Unless otherwise noted, the address of each executive officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115. The Trustees and executive officers are listed below:
Positions Held Principal Occupations Name, Address and Age With the Fund During the Past 5 Years - --------------------- -------------- ----------------------- Robert Chesek (64) Trustee Trustee/Director (1981-present) and Chairman (1989-1994), 49 Old Post Road Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund and Wethersfield, CT 06109 Phoenix Duff & Phelps Institutional Mutual Funds (1996- present). Vice President, Common Stock, Phoenix Home Life Mutual Insurance Company (1980-1994). Director/Trustee, the National Affiliated Investment Companies (until 1993).
13
Positions Held Principal Occupations Name, Address and Age With the Fund During the Past 5 Years - --------------------- -------------- ----------------------- E. Virgil Conway (69) Trustee Chairman, Metropolitan Transportation Authority (1992- 9 Rittenhouse Road present). Trustee/Director, Consolidated Edison Company of Bronxville, NY 10708 New York, Inc. (1970-present), Pace University (1978- present), Atlantic Mutual Insurance Company (1974-present), HRE Properties (1989-present), Greater New York Councils, Boy Scouts of America (1985-present), Union Pacific Corp. (1978-present), Blackrock Freddie Mac Mortgage Securities Fund (Advisory Director) (1990-present), Centennial Insurance Company (1974-present), Josiah Macy, Jr., Foundation (1975- present), The Harlem Youth Development Foundation (1987- present), Accuhealth (1994-present), Trism, Inc. (1994- present), Realty Foundation of New York (1972-present), New York Housing Partnership Development Corp. (Chairman) (1981-present) and Fund Directions (Advisory Director) (1993-present). Director/Trustee, Phoenix Funds (1993- present). Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds (1996-present). Director, Duff & Phelps Utilities Tax-Free Income Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc. (1995- present). Member, Audit Committee of the City of New York (1981-1996). Advisory Director, Blackrock Fannie Mae Mortgage Securities Fund (1989-1996). Member (1990-1995), Chairman (1992-1995), Financial Accounting Standards Advisory Council. Director/Trustee, the National Affiliated Investment Companies (until 1993). Harry Dalzell-Payne (69) Trustee Director/Trustee, Phoenix Funds (1983-present). Trustee, 330 East 39th Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Apartment 29G Institutional Mutual Funds (1996-present). Director, Duff & New York, NY 10016 Phelps Utilities Tax-Free Income Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc. (1995-present). Director, Farragut Mortgage Co., Inc. (1991-1994). Director/Trustee, the National Affiliated Investment Companies (1983-1993). Formerly a Major General of the British Army. *Francis E. Jeffries (68) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee, 6585 Nicholas Blvd. Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Apt. 1601 Institutional Mutual Funds (1996-present). Director, Duff & Naples, FL 33963 Phelps Utilities Income Inc. (1987-present), Duff & Phelps Utilities Tax-Free Income Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond Trust Inc. (1993-present). Director, The Empire District Electric Company (1984- present). Director (1989-1997), Chairman of the Board (1993- 1997), President (1989-1993), and Chief Executive Officer (1989-1995), Phoenix Investment Partners, Ltd.
14
Positions Held Principal Occupations Name, Address and Age With the Fund During the Past 5 Years - --------------------- -------------- ----------------------- Leroy Keith, Jr. (59) Trustee Chairman and Chief Executive Officer, Carson Products Chairman and Chief Company (1995-present). Director/Trustee, Phoenix Funds Executive Officer (1980-present). Trustee, Phoenix-Aberdeen Series Fund and Carson Product Company Phoenix Duff & Phelps Institutional Mutual Funds (1996- 64 Ross Road present). Director, Equifax Corp. (1991-present) and Savannah, GA 30750 Evergreen International Fund, Inc. (1989-present). Trustee, Evergreen Liquid Trust, Evergreen Tax Exempt Trust, Evergreen Tax Free Fund, Master Reserves Tax Free Trust, and Master Reserves Trust. President, Morehouse College (1987-1994). Chairman and Chief Executive Officer, Keith Ventures (1992-1994). Director/Trustee, the National Affiliated Investment Companies (until 1993). *Philip R. McLoughlin (51) Trustee and Chairman (1997-present), Director (1995-present), Vice President Chairman (1995-1997) and Chief Executive Officer (1995- present), Phoenix Investment Partners, Ltd. Director (1994- present) and Executive Vice President, Investments (1988- present), Phoenix Home Life Mutual Insurance Company. Director/Trustee and President, Phoenix Funds (1989-present). Trustee and President, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds (1996- present). Director, Duff & Phelps Utilities Tax-Free Income Inc. (1995-present) and Duff & Phelps Utility and Corporate Bond Trust Inc. (1995-present). Director (1983-present) and Chairman (1995-present), Phoenix Investment Counsel, Inc. Director (1984-present) and President (1990- present), Phoenix Equity Planning Corporation. Director (1993-present), Chairman (1993- present) and Chief Executive Officer (1993-1995), National Securities & Research Corporation. Director, Phoenix Realty Group, Inc. (1994-present), Phoenix Realty Advisors, Inc. (1987- present), Phoenix Realty Investors, Inc. (1994-present), Phoenix Realty Securities, Inc. (1994-present), PXRE Corporation (Delaware) (1985-present), and World Trust Fund (1991-present). Director and Executive Vice President, Phoenix Life and Annuity Company (1996-present). Director and Executive Vice President, PHL Variable Insurance Company (1995-present). Director, Phoenix Charter Oak Trust Company (1996-present). Director and Vice President, PM Holdings, Inc. (1985-present). Director, PHL Associates, Inc. (1995-present). Director and President, Phoenix Securities Group, Inc. (1993-1995). Director (1992- present) and President (1992-1994), W.S. Griffith & Co., Inc. Director/Trustee, the National Affiliated Investment Companies (until 1993). **Everett L. Morris (70) Trustee Vice President, W.H. Reaves and Company (1993-present). 164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee, Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds (1996-present). Director, Duff & Phelps Utilities Tax-Free Income Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond Trust Inc. (1993- present).
15
Positions Held Principal Occupations Name, Address and Age With the Fund During the Past 5 Years - --------------------- -------------- ----------------------- *James M. Oates (52) Trustee Chairman, IBEX Capital Markets LLC (1997-present). Managing Director Managing Director, Wydown Group (1994-present). Director, The Wydown Group Phoenix Investment Partners, Ltd. (1995-present). Director/ IBEX Capital Markets LLC Trustee, Phoenix Funds (1987-present). Trustee, Phoenix- 60 State Street Aberdeen Series Fund and Phoenix Duff & Phelps Suite 950 Institutional Mutual Funds (1996-present). Director, AIB Boston, MA 02109 Govett Funds. (1991-present), Blue Cross and Blue Shield of New Hampshire (1994-present), Investors Financial Service Corporation (1995-present), Investors Bank & Trust Corporation (1995-present), Plymouth Rubber Co. (1995- present), Stifel Financial (1996-present) and Command Systems, Inc. (1998-present). Vice Chairman, Massachusetts Housing Partnership (1992-present). Member, Chief Executives Organization (1996-present). Director (1984-1994), President (1984-1994) and Chief Executive Officer (1986- 1994), Neworld Bank. Director/Trustee, the National Affiliated Investment Companies (until 1993). *Calvin J. Pedersen (56) Trustee Director (1986-present), President (1993-present) and Phoenix Investment Executive Vice President (1992-1993), Phoenix Investment Partners, Ltd. Partners, Ltd. Director/Trustee, Phoenix Funds (1995-present). 55 East Monroe Street Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Suite 3600 Phelps Institutional Mutual Funds (1996-present). President Chicago, IL 60603 and Chief Executive Officer, Duff & Phelps Utilities Tax-Free Income Inc. (1995-present), Duff & Phelps Utilities Income Inc. (1994-present) and Duff & Phelps Utility and Corporate Bond Trust Inc. (1995-present). **Herbert Roth, Jr. (69) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee, 134 Lake Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps P.O. Box 909 Institutional Mutual Funds (1996-present). Director, Boston Sherborn, MA 01770 Edison Company (1978-present), Landauer, Inc. (medical services) (1970-present),Tech Ops./Sevcon, Inc. (electronic controllers) (1987-present), and Mark IV Industries (diversified manufacturer) (1985-present). Member, Directors Advisory Counsel, Phoenix Home Life Mutual Insurance Company (1998-present). Director, Key Energy Group (oil rig service) (1988-1994) and Phoenix Home Life Mutual Insurance Company (1972-1998). Director/Trustee, the National Affiliated Investment Companies (until 1993). Richard E. Segerson (52) Managing Director, Mullin Associates (1993-present). 102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee, New Canaan, CT 07840 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds (1996-present). Vice President and General Manager, Coats & Clark, Inc. (previously Tootal American, Inc.) (1991-1993). Director/Trustee, the National Affiliated Investment Companies (1984-1993). Lowell P. Weicker, Jr. (67) Trustee/Director, Phoenix Funds (1995-present). Trustee, 731 Lake Avenue Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Greenwich, CT 06830 Institutional Mutual Funds (1996-present). Director, UST Inc. (1995-present), Burroughs Wellcome Fund (1996-present), HPSC Inc. (1995-present), and Compuware (1996-present). Visiting Professor, University of Virginia (1997-present). Director, Duty Free International, Inc. (1997) Chairman, Dresing, Lierman, Weicker (1995-1996). Governor of the State of Connecticut (1991-1995).
16
Positions Held Principal Occupations Name, Address and Age With the Fund During the Past 5 Years - --------------------- -------------- ----------------------- Michael E. Haylon (40) Executive Director and Executive Vice President--Investments, Phoenix Vice Investment Partners, Ltd. (1995-present). Executive Vice President President, Phoenix Funds (1993-present) and Phoenix- Aberdeen Series Fund (1996-present). Executive Vice President (1997-present), Vice President (1996-1997), Phoenix Duff & Phelps Institutional Mutual Funds. Director (1994-present), President (1995-present), Executive Vice President (1994-1995), Vice President (1991-1994), Phoenix Investment Counsel, Inc. Director (1994-present), President (1996-present), Executive Vice President (1994-1996), Vice President (1993-1994), National Securities & Research Corporation. Director, Phoenix Equity Planning Corporation (1995-present). Senior Vice President, Securities Investments, Phoenix Home Life Mutual Insurance Company (1993-1995). Various other positions with Phoenix Home Life Mutual Insurance Company (1990-1993). John F. Sharry (46) Executive Managing Director, Retail, Phoenix Equity Planning Vice Corporation (1995-present). Executive Vice President, Phoenix President Funds and Phoenix-Aberdeen Series Fund (1998-present). Managing Director, Director and National Sales Manager (December 1993-November 1995), Senior Vice President, Director and National Sales Manager (December 1992- December 1993), Putnam Funds. William E. Keen, III (35) Vice Assistant Vice President (1996-present), Director of Mutual 100 Bright Meadow Blvd. President Fund Compliance (1995-1996), Phoenix Equity Planning P.O. Box 2200 Corporation. Vice President, Phoenix Funds (1996-present), Enfield, CT 06083-2200 Phoenix Duff & Phelps Institutional Mutual Funds (1996- present), and Phoenix-Aberdeen Series Fund (1996-present). Assistant Vice President, USAffinity Investments LP (1994- 1995). Treasurer and Secretary, USAffinity Funds (1994- 1995). Manager, Fund Administration, SEI Corporation (1991- 1994). William R. Moyer (54) Vice Senior Vice President and Chief Financial Officer, Phoenix 100 Bright Meadow Blvd. President Investment Partners, Ltd. (1995-present). Senior Vice P.O. Box 2200 President, Finance (1990-present), Chief Financial Officer Enfield, CT 06083-2200 (1996-present), and Treasurer (1994-1996 and 1998-present), Phoenix Equity Planning Corporation. Director (1998-present), Senior Vice President (1990-present), Chief Financial Officer (1996-present) and Treasurer (1994-present), Phoenix Investment Counsel, Inc. Director (1998-present), Senior Vice President, Finance (1993-present), Chief Financial Officer (1996-present), and Treasurer (1994-present), National Securities & Research Corporation. Senior Vice President and Chief Financial Officer, Duff & Phelps Investment Management Co. (1996-present). Vice President, Phoenix Funds (1990-present), Phoenix-Duff & Phelps Institutional Mutual Funds (1996-present), Phoenix-Aberdeen Series Fund (1996-present). Vice President, Investment Products Finance, Phoenix Home Life Mutual Insurance Company (1990-1995). Senior Vice President and Chief Financial Officer, W. S. Griffith & Co., Inc. (1992-1995) and Townsend Financial Advisers, Inc. (1993-1995). Vice President, the National Affiliated Investment Companies (until 1993).
17
Positions Held Principal Occupations Name, Address and Age With the Fund During the Past 5 Years - --------------------- -------------- ----------------------- Leonard J. Saltiel (44) Vice Managing Director, Operations and Service, (1996-present), President Senior Vice President (1994-1996), Phoenix Equity Planning Corporation. Vice President, Phoenix Funds (1994-present), Phoenix Duff & Phelps Institutional Mutual Funds (1996- present), Phoenix-Aberdeen Series Fund (1996-present). Vice President, National Securities & Research Corporation (1994- 1996). Vice President, Investment Operations, Phoenix Home Life Mutual Insurance Company (1994-1995). Various positions with Home Life Insurance Company and Phoenix Home Life Mutual Insurance Company (1987-1994). Pierre G. Trinque (42) Vice Managing Director, Large Cap Growth Team (1997-present), President Managing Direcor, Director of Equity Research (1996-1997), Senior Research Analyst (1996) and Associate Portfolio Manager--Institutional Funds (1992-1995), Phoenix Investment Counsel, Inc. Vice President, The Phoenix Edge Series Fund (1997-present), Phoenix Series Fund (1997- present), Phoenix Duff & Phelps Institutional Mutual Funds (1997-present), Phoenix Multi-Portfolio Fund (1998-present) and Phoenix Worldwide Opportunities Fund (1998-present). Nancy G. Curtiss (45) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer (1996-present), Phoenix Equity Planning Corporation. Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps Institutional Mutual Funds (1996-present), Phoenix-Aberdeen Series Fund (1996-present). Second Vice President and Treasurer, Fund Accounting, Phoenix Home Life Mutual Insurance Company (1994-1995). Various positions with Phoenix Home Life Insurance Company (1987-1994). G. Jeffrey Bohne (50) Secretary Vice President and General Manager, Phoenix Home Life 101 Munson Street Mutual Insurance Co. (1993-present). Vice President, Mutual Greenfield, MA 01301 Fund Customer Service (1996-present), Vice President, Transfer Agency Operations (1993-1996), Phoenix Equity Planning Corporation. Secretary/Clerk, Phoenix Funds (1993- present), Phoenix Duff & Phelps Institutional Mutual Funds (1996-present) and Phoenix-Aberdeen Series Fund (1996- present).
- ----------- *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. **Pursuant to the retirement policy of the Phoenix Funds, Messrs. Morris and Roth will retire from the Board of Trustees effective January 1, 1999. For services rendered to the Fund for the fiscal year ended June 30, 1998, the Trustees received aggregate remuneration of $19,397. For service on the Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a full-time employee of the Adviser or any of its affiliates currently receives a retainer at the annual rate of $40,000 and $2,500 per joint meeting of the Boards. Each Trustee who serves on the Audit Committee receives a retainer at the annual rate of $2,000 and $2,000 per joint Audit Committee meeting attended. Each Trustee who serves on the Nominating Committee receives a retainer at the annual rate of $1,000 and $1,000 per joint Nominating Committee meeting attended. Each Trustee who serves on the Executive Committee and who is not an interested person of the Fund receives a retainer at the annual rate of $2,000 and $2,000 per joint Executive Committee meeting attended. The function of the Executive Committee is to serve as a contract review, compliance review and performance review delegate of the full Board of Trustees. Trustees costs are allocated equally to each of the Series and Funds within the complex. The foregoing fees do not include the reimbursement of expenses incurred in connection with meetings attended. Officers and employees of the Adviser who are "interested persons" are compensated for their services by the Adviser and receive no compensation from the Fund. 18 For the Fund's last fiscal year, the Trustees received the following compensation:
Total Compensation Pension or From Fund and Aggregate Retirement Benefits Estimated Fund Complex Compensation Accrued as Part Annual Benefits (14 Funds) Name From Fund of Fund Expenses Upon Retirement Paid to Directors - ------------------------ -------------- --------------------- ----------------- ------------------ Robert Chesek $ 1,495 $54,750 E. Virgil Conway+ $ 2,044 $75,000 Harry Dalzell-Payne+ $ 1,819 $67,000 Francis E. Jeffries $ 1,525* $56,250 Leroy Keith, Jr. $ 1,553 None None $57,250 Philip R. McLoughlin+ $ 0 for any for any $ 0 Everett L. Morris+ $ 1,790* $66,000 James M. Oates+ $ 1,790 Trustee Trustee $66,000 Calvin J. Pedersen $ 0 $ 0 Herbert Roth, Jr.+ $ 2,102* $77,000 Richard E. Segerson $ 1,808 $66,250 Lowell P. Weicker, Jr. $ 1,808 $66,250
- --------- *This compensation (and the earnings thereon) will be deferred pursuant to the Directors' Deferred Compensation Plan. At July 1, 1998, the total amount of deferred compensation (including interest and other accumulation earned on the original amounts deferred) accrued for Messrs. Jeffries, Morris and Roth was $99,645, $141,647 and $142,534, respectively. At present, by agreement among the Fund, the Distributor and the electing director, director fees that are deferred are paid by the Fund to the Distributor. The liability for the deferred compensation obligation appears only as a liability of the Distributor. +Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are members of the Executive Committee. On September 10, 1998, the Trustees and officers of the Fund beneficially owned less than 1% of the outstanding shares of the Fund. Principal Shareholders The following table sets forth information as of September 10, 1998 with respect to each person who owns of record or is known by the Fund to own of record or beneficially own 5% or more of any class of the Fund's equity securities.
Percent Name of shareholder Class Number of shares of Class ------------------- ------- ---------------- -------- Trustees of Phoenix Savings & Investment Plan Class A 813,147.210 5.57% 100 Bright Meadow Blvd. Enfield, CT 06082
OTHER INFORMATION Independent Accountants PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110, serves as independent accountants for the Fund (the "Accountants"). The Accountants audit the Fund's annual financial statements and express an opinion thereon. Custodian and Transfer Agent Brown Brothers Harriman & Co., having its principal place of business at 40 Water Street, Boston, Massachusetts 02109, serves as custodian of the Fund's assets (the "Custodian"). Equity Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200, acts as Transfer Agent for the Fund (the "Transfer Agent"). As compensation, Equity Planning receives a fee equivalent to $14.95 for each designated shareholder account plus out-of-pocket expenses. Transfer Agent fees are also utilized to offset costs and fees paid to subtransfer agents employed by Equity Planning. State Street Bank and Trust Company serves as a subtransfer agent pursuant to a Subtransfer Agency Agreement. 19 Report to Shareholders The fiscal year of the Fund ends on June 30. The Fund will send financial statements to its shareholders at least semi-annually. An annual report, containing financial statements audited by the Fund's independent accountants, will be sent to shareholders each year. Financial Statements The Financial Statements for the Fund's fiscal year ended June 30, 1998, appearing in the Fund's 1998 Annual Report to Shareholders, are incorporated herein by reference. 20 Phoenix Worldwide Opportunities Fund - -------------------------------------------------------- INVESTMENTS AT JUNE 30, 1998
SHARES VALUE -------- ------------ COMMON STOCKS--29.7% Airtouch Communications, Inc. (Telecommunications (Cellular/ Wireless)) (b).................................................... 27,600 $ 1,612,875 AT&T Corp. (Telecommunications (Long Distance))..................... 26,800 1,530,950 BMC Software, Inc. (Computers (Software & Services)) (b)............ 15,600 810,225 Boeing Co. (Aerospace/Defense)...................................... 11,900 530,294 Bristol-Myers Squibb Co. (Health Care (Diversified))................ 9,600 1,103,400 Cardinal Health, Inc. (Healthcare (Diversified)).................... 6,400 600,000 Computer Associates International, Inc. (Computers (Software & Services)) (c).................................................... 18,500 1,027,906 Compuware Corp. (Computers (Software & Services)) (b)............... 20,400 1,042,950 CVS Corp. (Retail (Drug Stores)).................................... 44,400 1,728,825 Diamond Offshore Drilling, Inc. (Oil & Gas (Drilling & Equipment))....................................................... 4,100 164,000 FDX Corp. (Air Freight) (b)......................................... 21,000 1,317,750 FNMA (Financial (Diversified))...................................... 11,700 710,775 Gannett Co., Inc. (Publishing (Newspapers))......................... 23,400 1,662,863 General Electric Co. (Electrical Equipment)......................... 18,000 1,638,000 Hartford Life, Inc. Class A (Insurance (Life/ Health)).............. 17,000 967,937 HBO & Co. (Computers (Software & Services))......................... 34,800 1,226,700 HEALTHSOUTH Corp. (Health Care (Long Term Care)) (b)................ 27,600 736,575 Home Depot, Inc. (Retail (Building Supplies))....................... 34,400 2,857,350 Household International, Inc. (Consumer Finance).................... 7,900 393,025 Intel Corp. (Electronics (Semiconductors)).......................... 12,000 889,500 International Business Machines Corp. (Computers (Hardware))........ 33,500 3,846,219 Liberty Media Group (Broadcasting (Television, Radio & Cable)) (b)............................................................... 78,000 3,027,375 Medtronic, Inc. (Health Care (Medical Products & Supplies))......... 15,200 969,000 Mellon Bank Corp. (Banks (Major Regional)).......................... 6,100 424,712 Microsoft Corp. (Computers (Software & Services)) (b)............... 3,400 368,475 Monsanto Co. (Biotechnology)........................................ 16,300 910,762 New York Times Co. Class A (Publishing (Newspapers))................ 21,500 1,703,875 Norwest Corp. (Banks (Major Regional)).............................. 34,500 1,289,437 Omnicom Group, Inc. (Services (Advertising/ Marketing))............. 17,600 877,800 Pfizer, Inc. (Healthcare (Drugs--Major Pharmaceuticals))............ 11,600 1,260,775 Procter & Gamble Co. (Personal Care)................................ 6,100 555,481 Rite Aid Corp. (Retail (Drug Stores))............................... 29,700 1,115,606 Safeway, Inc. (Retail (Food Chains)) (b)............................ 34,500 1,403,719 SHARES VALUE -------- ------------ COMMON STOCKS--CONTINUED Schering-Plough Corp. (Health Care (Drugs--Major Pharmaceuticals))................................................. 13,200 $ 1,209,450 Schlumberger Ltd. (Oil & Gas (Drilling & Equipment))................ 12,300 840,244 Solectron Corp. (Electronics (Component Distribution)) (b).......... 32,000 1,346,000 Southtrust Corp. (Banks (Major Regional))........................... 60,000 2,610,000 Sprint Corp. (Telecommunications (Long Distance))................... 24,300 1,713,150 Staples, Inc. (Retail (Specialty)) (b).............................. 27,300 789,994 Tandy Corp. (Retail (Computers & Electronics))...................... 5,500 291,844 Thermo Electron Corp. (Manufacturing (Diversified)) (b)............. 1,500 51,281 Travelers Group, Inc. (Insurance (Multi-Line))...................... 10,500 636,563 Tyco International Ltd. (Manufacturing (Diversified))............... 16,900 1,064,700 U.S. Bancorp (Banks (Major Regional))............................... 22,400 963,200 USA Waste Services, Inc. (Waste Management) (b)..................... 20,400 1,007,250 Warner-Lambert Co. (Healthcare (Diversified))....................... 32,700 2,268,563 Washington Post Co. Class B (Publishing (Newspapers))............... 2,900 1,670,400 Watson Pharmaceuticals, Inc. (Healthcare (Diversified)) (b)......... 18,000 840,375 ------------ 57,608,150 ------------ TOTAL COMMON STOCKS (Identified cost $50,022,317)................................................... 57,608,150 ------------ FOREIGN COMMON STOCKS--66.2% AUSTRALIA--0.5% Westpac Banking Corporation Ltd. (Banks (Major Regional))........... 153,000 933,239 ------------ BELGIUM--0.7% KBC Bancassurance Holding NV (Banks (Major Regional))............... 16,000 1,431,873 ------------ BRAZIL--0.6% Telecomunicacoes Brasileiras SA Sponsored ADR (Telephone)........... 10,600 1,157,388 ------------ CANADA--0.8% Bank of Montreal (Banks (Money Center))............................. 26,800 1,476,192 ------------ FINLAND--2.2% Merita PLC Class A (Banks (Major Regional))......................... 72,800 480,337 Raisio Group PLC (Foods)............................................ 149,000 2,704,904 Tieto Corp. Class B (Computers (Software & Services))............... 13,800 1,048,869 ------------ 4,234,110 ------------
4 See Notes to Financial Statements PHOENIX WORLDWIDE OPPORTUNITIES FUND - - ------------------------------------------------------
SHARES VALUE -------- ------------ FRANCE--9.8% Alcatel Alsthom (Telecommunications (Cellular/Wireless))............ 15,200 $ 3,094,791 Alstom (Machinery (General Industrial)) (b)......................... 45,500 1,497,594 Atos SA (Computers (Software & Services)) (b)....................... 4,000 959,307 AXA SA (Insurance (Multi-Line))..................................... 22,700 2,553,080 Banque National de Paris (Banks (Money Center))..................... 42,300 3,456,185 Coflexip SA (Oil & Gas (Field Services))............................ 8,000 979,155 Galeries Lafayette (Retail (General Merchandise))................... 1,360 1,356,394 Pinault-Printemps-Redoute SA (Retail (General Merchandise))......... 1,230 1,029,403 Rhodia SA (Chemicals (Diversified)) (b)............................. 7,000 195,202 Scor SA (Insurance (Multi-Line)).................................... 7,500 475,725 Societe Generale Class A (Banks (Money Center))..................... 16,400 3,409,642 ------------ 19,006,478 ------------ GERMANY--4.3% Adidas-Salomon AG (Footwear)........................................ 5,950 1,036,700 Bayerische Motoren Werke AG (Automobiles)........................... 1,200 1,213,276 Bayerische Motoren Werke AG-New (Automobiles) (b)................... 360 358,997 Deutsche Lufthansa AG (Airlines).................................... 93,100 2,344,224 Mannesmann AG (Machinery (General Industrial))...................... 17,000 1,747,062 Muenchener Rueckversicherungs-Gesellschaft AG (Insurance (Life/Health)).................................................... 3,500 1,737,367 ------------ 8,437,626 ------------ HONG KONG--0.0% Henderson China Holding Ltd. (Real Estate).......................... 768 300 ------------ HUNGARY--0.6% Magyar Tavkozlesi Rt. Unsponsored ADR (Telecommunications (Long Distance))........................................................ 36,600 1,077,413 ------------ IRELAND--0.4% Elan Corp. PLC Sponsored ADR (Health Care (Medical Products & Supplies)) (b).................................................... 11,670 750,527 ------------ ITALY--6.4% Banca Fideuram SPA (Financial (Diversified))........................ 140,400 800,514 Banca Popolare di Brescia (Financial (Diversified))................. 52,000 982,926 Ericsson SPA (Communications Equipment)............................. 25,000 1,480,971 Istituto Mobiliare Italiano SPA (Diversified Miscellaneous)......... 119,400 1,880,791 La Fondiaria Assicurazioni (Insurance (Multi-Line))................. 147,800 848,943 Mediaset SPA (Publishing)........................................... 129,900 829,071 Mediolanum SPA (Insurance (Multi-Line))............................. 46,000 1,459,537 Telecom Italia Mobile di Risp SPA (Communications Equipment)........ 235,000 793,227 SHARES VALUE -------- ------------ ITALY--CONTINUED Telecom Italia Mobile SPA (Communications Equipment)................ 309,000 $ 1,889,584 Telecom Italia SPA (Communications Equipment)....................... 209,500 1,542,183 ------------ 12,507,747 ------------ MEXICO--1.8% Cemex SA de C.V. Class B (Building Materials)....................... 112,785 497,025 Coca-Cola Femsa SA Sponsored ADR (Beverages (Non-Alcoholic)) (c).... 64,800 1,125,900 Grupo Financiero Bancomer SA de C.V. Class B (Banks (Major Regional))........................................................ 930,000 346,704 Telefonos de Mexico SA Sponsored ADR Class L (Telephone)............ 33,500 1,610,094 ------------ 3,579,723 ------------ NETHERLANDS--6.6% AKZO Nobel NV (Chemicals)........................................... 9,500 2,111,817 Getronics NV (Computers (Software & Services))...................... 28,600 1,483,271 IHC Caland NV (Oil & Gas (Drilling & Equipment)).................... 21,800 1,227,055 ING Groep NV (Financial (Diversified)).............................. 38,000 2,488,226 Philips Electronics NV NY Reg. Shares (Electrical Equipment)........ 16,100 1,368,500 Vedior NV (Professional Services)................................... 38,978 1,101,766 Vendex International NV (Retail (General Merchandise)).............. 39,500 1,485,459 VNU-Verenigd Bezit NV (Publishing).................................. 42,500 1,543,958 ------------ 12,810,052 ------------ NORWAY--0.8% Merkantildata ASA (Computers (Software & Services))................. 121,000 1,529,542 ------------ PERU--0.3% Telefonica del Peru SA Sponsored ADR (Telephone).................... 31,000 633,563 ------------ POLAND--0.2% Amica Wronki SA (Retail (General Merchandise)) (b).................. 29,094 288,686 ------------ PORTUGAL--2.1% Brisa-Auto Estradas de Portugal SA (Transportation (Truckers))...... 2,500 106,919 Portugal Telecom SA (Communications Equipment)...................... 35,200 1,865,569 Telecel-Comunicacoes Pessoais SA (Telecommunications (Cellular/Wireless)).............................................. 12,000 2,130,792 ------------ 4,103,280 ------------ SPAIN--3.8% Banco Popular Espanol SA (Banks (Major Regional))................... 25,600 2,187,262 Banco Santander SA (Banks (Money Center))........................... 80,800 2,071,592
See Notes to Financial Statements 5 PHOENIX WORLDWIDE OPPORTUNITIES FUND - - ------------------------------------------------------
SHARES VALUE -------- ------------ SPAIN--CONTINUED Telefonica SA (Telephone)........................................... 67,418 $ 3,122,304 ------------ 7,381,158 ------------ SWEDEN--1.6% ForeningsSparbanken AB (Banks (Major Regional))..................... 23,300 701,196 Mandamus AB (Real Estate Development) (b)........................... 1,165 7,304 Skandia Forsakrings AB (Insurance (Multi-Line))..................... 161,500 2,308,604 ------------ 3,017,104 ------------ SWITZERLAND--4.6% Novartis AG Registered Shares (Health Care (Drugs-Major Pharmaceuticals))................................................. 1,990 3,311,397 Schweizerische Lebensversicherungs-und Retenanstalt (Insurance (Life/Health)).................................................... 2,030 1,718,422 Schweizerische Rueckersicherungs-Gesellschaft Registered (Insurance (Life/ Health))................................................... 100 252,899 Zurich Verschierungs-Gesellchaft Registered Shares (Insurance (Multi-Line))..................................................... 5,820 3,714,216 ------------ 8,996,934 ------------ UNITED KINGDOM--18.1% British Aerospace PLC (Aerospace/Defense)........................... 438,800 3,367,838 Cable & Wireless Communications PLC (Telecommunications (Cellular/ Wireless)) (b).................................................... 283,900 2,872,916 Compass Group PLC (Foods)........................................... 216,000 2,486,735 GKN PLC (Auto Parts & Equipment).................................... 150,000 1,899,590 Granada Group PLC (Leisure Time (Products))......................... 43,000 792,071 Kingfisher PLC (Retail (General Merchandise))....................... 44,600 722,572 Legal & General Group PLC (Financial (Diversified))................. 273,000 2,910,652 Lloyds TSB Group PLC (Financial (Diversified))...................... 253,800 3,544,409 Misys PLC (Computers (Software & Services))......................... 32,157 1,829,066 National Express Group PLC (Railroads).............................. 22,400 361,972 Next PLC (Retail (General Merchandise))............................. 185,500 1,597,057 Norwich Union PLC (Insurance (Life/ Health))........................ 120,000 873,961 Rentokil Initial PLC (Services (Commercial & Consumer))............. 330,000 2,375,863 SEMA Group PLC (Telecommunications (Cellular/Wireless))............. 47,200 561,117 SHARES VALUE -------- ------------ UNITED KINGDOM--CONTINUED Siebe PLC (Electrical Equipment).................................... 66,000 $ 1,320,352 SmithKline Beecham PLC (Health Care (Drugs (Major Pharmaceuticals))................................................. 62,120 756,107 Stagecoach Holdings PLC (Transportation (Services))................. 95,200 2,052,231 Vodafone Group PLC (Telecommunications (Cellular/Wireless))......... 206,900 2,627,071 Williams PLC (Manufacturing (Diversified)).......................... 190,500 1,231,667 WPP Group PLC (Services (Advertising/ Marketing))................... 148,500 977,463 ------------ 35,160,710 ------------ TOTAL FOREIGN COMMON STOCKS (Identified cost $88,683,231)................................................... 128,513,645 ------------ FOREIGN PREFERRED STOCKS--3.3% GERMANY--3.3% SAP AG Vorzug Pfd. (Computers (Software & Services))................ 9,400 6,379,395 ------------ TOTAL FOREIGN PREFERRED STOCKS (Identified cost $2,286,840).................................................... 6,379,395 ------------ TOTAL LONG-TERM INVESTMENTS --99.2% (Identified cost $140,992,388).................................................. 192,501,190 ------------
STANDARD & POOR'S PAR RATING VALUE (UNAUDITED) (000) -------- -------- SHORT-TERM OBLIGATIONS--1.9% COMMERCIAL PAPER--1.9% Greenwich Funding Corp. 6.50%, 7/1/98........................................... A-1+ $ 3,005 3,005,000 Asset Securitization Corp. 5.67%, 7/7/98........................................... A-1+ 285 284,731 Enterprise Funding Corp. 5.54%, 7/15/98.......................................... A-1 469 467,989 ------------ 3,757,720 ------------ TOTAL SHORT-TERM OBLIGATIONS (Identified cost $3,757,720).................................................. 3,757,720 ------------ TOTAL INVESTMENTS--101.1% (Identified cost $144,750,108)................................................ 196,258,910(a) Cash and receivables, less liabilities--(1.1%)................................ (2,215,559) ------------ NET ASSETS--100.0%.................................................... $194,043,351 ------------ ------------
(a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $53,055,631 and gross depreciation of $2,098,446 for federal income tax purposes. At June 30, 1998, the aggregate cost of securities for federal income tax purposes was $145,301,725. (b) Non-income producing. (c) Segregated as collateral for forward currency contracts. 6 See Notes to Financial Statements Phoenix Worldwide Opportunities Fund - - ------------------------------------------------------ INDUSTRY DIVERSIFICATION AS A PERCENTAGE OF TOTAL VALUE OF TOTAL LONG-TERM INVESTMENTS (UNAUDITED) Aerospace/Defense................................. 2.0% Air Freight....................................... 0.7 Airlines.......................................... 1.2 Auto Parts & Equipment............................ 1.0 Automobiles....................................... 0.8 Banks (Major Regional)............................ 5.9 Banks (Money Center).............................. 5.4 Beverages (Non-Alcoholic)......................... 0.6 Biotechnology..................................... 0.5 Broadcasting (Television, Radio & Cable).......... 1.6 Building Materials................................ 0.3 Chemicals......................................... 1.1 Chemicals (Diversified)........................... 0.1 Communications Equipment.......................... 3.9 Computers (Software & Services)................... 9.2 Computers (Hardware).............................. 2.0 Consumer Finance.................................. 0.2 Diversified Miscellaneous......................... 1.0 Electrical Equipment.............................. 2.2 Electronics (Component Distribution).............. 0.7 Electronics (Semiconductors)...................... 0.5 Financial (Diversified)........................... 5.9 Foods............................................. 2.7 Footwear.......................................... 0.5 Health Care (Diversified)......................... 2.5 Health Care (Drugs--Major Pharmaceuticals)........ 3.4 Health Care (Long Term Care)...................... 0.4 Health Care (Medical Products & Supplies)......... 0.9 Insurance (Life/Health)........................... 2.9 Insurance (Multi-Line)............................ 6.2% Leisure Time (Products)........................... 0.4 Machinery (General Industrial).................... 1.7 Manufacturing (Diversified)....................... 1.2 Oil & Gas (Drilling & Equipment).................. 1.2 Oil & Gas (Field Services)........................ 0.5 Personal Care..................................... 0.3 Professional Services............................. 0.6 Publishing........................................ 1.2 Publishing (Newspapers)........................... 2.6 Railroads......................................... 0.2 Real Estate Development........................... 0.0 Retail (Building Supplies)........................ 1.5 Retail (Computers & Electronics).................. 0.2 Retail (Drug Stores).............................. 1.5 Retail (Food Chains).............................. 0.7 Retail (General Merchandise)...................... 3.4 Retail (Specialty)................................ 0.4 Services (Advertising/Marketing).................. 1.0 Services (Commercial & Consumer).................. 1.2 Telecommunications (Long Distance)................ 2.2 Telecommunications (Cellular/Wireless)............ 6.6 Telephone......................................... 3.4 Transportation (Services)......................... 1.1 Truckers.......................................... 0.1 Waste Management.................................. 0.5 ----- 100.0% ----- -----
See Notes to Financial Statements 7 PHOENIX WORLDWIDE OPPORTUNITIES FUND - - ------------------------------------------------------ STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 1998 ASSETS Investment securities at value (Identified cost $144,750,108) $ 196,258,910 Cash 12,249 Foreign currency at value (Identified cost $52) 45 Receivables Investment securities sold 594,734 Dividends and interest 243,512 Fund shares sold 118,305 Tax reclaim 141,902 -------------- Total assets 197,369,657 -------------- LIABILITIES Payables Investment securities purchased 2,024,086 Fund shares repurchased 660,216 Closed foreign currency contracts 270,349 Investment advisory fee 117,311 Transfer agent fee 73,087 Financial agent fee 14,907 Distribution fee 45,566 Trustees' fee 2,874 Accrued expenses 117,910 -------------- Total liabilities 3,326,306 -------------- NET ASSETS $ 194,043,351 -------------- -------------- NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $ 131,259,597 Distributions in excess of net investment income (420,414) Accumulated net realized gain 11,697,612 Net unrealized appreciation 51,506,556 -------------- NET ASSETS $ 194,043,351 -------------- -------------- CLASS A Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $183,188,428) 14,768,288 Net asset value per share $12.40 Offering price per share $12.40/(1-4.75%) $13.02 CLASS B Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $10,854,923) 901,909 Net asset value and offering price per share $12.04
STATEMENT OF OPERATIONS JUNE 30, 1998 INVESTMENT INCOME Dividends $ 2,525,050 Interest 436,712 Foreign taxes withheld (197,776) ------------- Total investment income 2,763,986 ------------- EXPENSES Investment advisory fee 1,278,505 Distribution fee--Class A 403,413 Distribution fee--Class B 91,030 Financial agent fee 97,030 Transfer agent 328,305 Custodian 160,845 Professional 39,466 Registration 33,903 Printing 21,878 Trustees 15,271 Miscellaneous 12,477 ------------- Total expenses 2,482,123 ------------- NET INVESTMENT INCOME 281,863 ------------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain on securities 17,923,154 Net realized loss on foreign currency transactions (2,049,704) Net change in unrealized appreciation (depreciation) on investments 31,381,926 Net change in unrealized appreciation (depreciation) on foreign currency and foreign currency transactions (86,223) ------------- NET GAIN ON INVESTMENTS 47,169,153 ------------- NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 47,451,016 ------------- -------------
8 See Notes to Financial Statements PHOENIX WORLDWIDE OPPORTUNITIES FUND - - ------------------------------------------------------ STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED YEAR ENDED JUNE 30, 1998 JUNE 30, 1997 -------------- -------------- FROM OPERATIONS Net investment income $ 281,863 $ 465,980 Net realized gain 15,873,450 15,784,753 Net change in unrealized appreciation 31,295,703 3,210,431 -------------- -------------- INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 47,451,016 19,461,164 -------------- -------------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income--Class A (1,559,972) (547,706) Net investment income--Class B (82,470) (3,491) Net realized capital gains--Class A (16,213,603) (10,600,864) Net realized capital gains--Class B (923,384) (464,200) In excess of net investment income--Class A (334,226) (36,512) In excess of net investment income--Class B (17,669) (233) -------------- -------------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (19,131,324) (11,653,006) -------------- -------------- FROM SHARE TRANSACTIONS CLASS A Proceeds from sales of shares (1,700,588 and 7,287,155 shares, respectively) 19,328,353 73,684,613 Net asset value of shares issued from reinvestment of distributions (1,716,156 and 1,017,922 shares, respectively) 16,423,613 9,812,762 Cost of shares repurchased (2,883,240 and 8,259,993 shares, respectively) (32,460,031) (83,959,118) -------------- -------------- Total 3,291,935 (461,743) -------------- -------------- CLASS B Proceeds from sales of shares (234,656 and 294,976 shares, respectively) 2,624,751 2,922,714 Net asset value of shares issued from reinvestment of distributions (100,820 and 40,165 shares, respectively) 939,638 381,165 Cost of shares repurchased (232,300 and 99,485 shares, respectively) (2,549,881) (994,110) -------------- -------------- Total 1,014,508 2,309,769 -------------- -------------- INCREASE IN NET ASSETS FROM SHARE TRANSACTIONS 4,306,443 1,848,026 -------------- -------------- NET INCREASE IN NET ASSETS 32,626,135 9,656,184 NET ASSETS Beginning of period 161,417,216 151,761,032 -------------- -------------- END OF PERIOD (INCLUDING DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME AND UNDISTRIBUTED NET INVESTMENT INCOME OF ($420,414) AND $1,360,579, RESPECTIVELY) $194,043,351 $161,417,216 -------------- -------------- -------------- --------------
See Notes to Financial Statements 9 PHOENIX WORLDWIDE OPPORTUNITIES FUND - - ------------------------------------------------------ FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS A ----------------------------------------------------------------- YEAR ENDED JUNE 30, 1998 1997 1996 1995 1994 --------- --------- --------- --------- --------- Net asset value, beginning of period $ 10.75 $ 10.29 $ 9.04 $ 10.17 $ 8.00 INCOME FROM INVESTMENT OPERATIONS(5) Net investment income (loss) 0.02 0.03(1) (0.02)(1) 0.01(1) 0.01 Net realized and unrealized gain 2.97 1.25 1.87 0.56 2.19 --------- --------- --------- --------- --------- TOTAL FROM INVESTMENT OPERATIONS 2.99 1.28 1.85 0.57 2.20 --------- --------- --------- --------- --------- LESS DISTRIBUTIONS Dividends from net investment income (0.13) (0.04) -- -- (0.03) Dividends from net realized gains (1.20) (0.78) (0.60) (1.37) -- In excess of net investment income (0.01) -- -- -- -- In excess of net realized gains -- -- -- (0.33) -- --------- --------- --------- --------- --------- TOTAL DISTRIBUTIONS (1.34) (0.82) (0.60) (1.70) (0.03) --------- --------- --------- --------- --------- Change in net asset value 1.65 0.46 1.25 (1.13) 2.17 --------- --------- --------- --------- --------- NET ASSET VALUE, END OF PERIOD $ 12.40 $ 10.75 $ 10.29 $ 9.04 $ 10.17 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Total return(2) 31.45% 13.40% 21.39% 6.53% 27.46% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $183,188 $153,005 $146,052 $126,481 $118,707 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 1.42% 1.53% 1.60% 1.80% 1.50% Net investment income (loss) 0.21% 0.34% (0.19)% 0.16% 0.09% Portfolio turnover 156% 234% 245% 277% 259%
CLASS B --------------------------------------------------- FROM INCEPTION 7/15/94 YEAR ENDED JUNE 30, TO 1998 1997 1996 06/30/95 --------- --------- --------- --------- Net asset value, beginning of period $ 10.53 $ 10.14 $ 8.98 $ 10.40 INCOME FROM INVESTMENT OPERATIONS(5) Net investment income (loss) (0.06) (0.03)(1) (0.08)(1) (0.02)(1) Net realized and unrealized gain 2.90 1.21 1.84 0.30 --------- --------- --------- --------- TOTAL FROM INVESTMENT OPERATIONS 2.84 1.18 1.76 0.28 --------- --------- --------- --------- LESS DISTRIBUTIONS Dividends from net investment income (0.11) (0.01) -- -- Dividends from net realized gains (1.20) (0.78) (0.60) (1.37) In excess of net investment income (0.02) -- -- -- In excess of net realized gains -- -- -- (0.33) --------- --------- --------- --------- TOTAL DISTRIBUTIONS (1.33) (0.79) (0.60) (1.70) --------- --------- --------- --------- Change in net asset value 1.51 0.39 1.16 (1.42) --------- --------- --------- --------- NET ASSET VALUE, END OF PERIOD $ 12.04 $ 10.53 $ 10.14 $ 8.98 --------- --------- --------- --------- --------- --------- --------- --------- Total return(2) 30.61% 12.46% 20.50% 3.54%(3) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $10,855 $8,412 $5,709 $ 2,849 RATIO TO AVERAGE NET ASSETS OF: Operating expenses 2.17% 2.29% 2.34% 2.61%(4) Net investment income (loss) (0.54)% (0.35)% (0.86)% (0.33)%(4) Portfolio turnover 156% 234% 245% 277%
(1) Computed using average shares outstanding. (2) Maximum sales charges are not reflected in the total return calculation. (3) Not annualized. (4) Annualized. (5) Distributions are made in accordance with the prospectus; however, class level per share income from investment operations may vary from anticipated results depending on the timing of share purchases and redemptions. 10 See Notes to Financial Statements PHOENIX WORLDWIDE OPPORTUNITIES FUND NOTES TO FINANCIAL STATEMENTS JUNE 30, 1998 1. SIGNIFICANT ACCOUNTING POLICIES Phoenix Worldwide Opportunities Fund ("the Fund") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Fund's investment objective is capital appreciation by investing in equity securities of domestic and non-U.S. issuers. The Fund offers both Class A and Class B shares. Class A shares are sold with a front-end sales charge of up to 4.75%. Class B shares are sold with a contingent deferred sales charge which declines from 5% to zero depending on the period of time the shares are held. Both classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution expenses and has exclusive voting rights with respect to its distribution plan. Income and expenses of the Fund are borne pro rata by the holders of both classes of shares, except that each class bears distribution expenses unique to that class. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. A. SECURITY VALUATION: Equity securities are valued at the last sale price, or if there had been no sale of the security on that day, at the last bid price. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost which approximates market. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. B. SECURITY TRANSACTIONS AND RELATED INCOME: Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Realized gains and losses from investment transactions are reported on the identified cost basis. C. INCOME TAXES: It is the policy of the Fund to comply with the requirements of the Internal Revenue Code (the "Code"), applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. In addition, the Fund intends to distribute an amount sufficient to avoid imposition of any excise tax under Section 4982 of the Code. Therefore, no provision for federal income taxes or excise taxes has been made. D. DISTRIBUTIONS TO SHAREHOLDERS: Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards, foreign currency gain/loss, partnerships, and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. E. FOREIGN CURRENCY TRANSLATION: Foreign securities and other assets and liabilities are valued using the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement dates of a portfolio transaction is treated as a gain or loss on foreign currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and paid is treated as a gain or loss on foreign currency. The Fund does not separate that portion of the results of operations arising from changes in exchange rates and that portion arising from changes in the market prices of securities. F. FORWARD CURRENCY CONTRACTS: The Fund may enter into forward currency contracts in conjunction with the planned purchase or sale of foreign denominated securities in order to hedge the U.S. dollar cost or proceeds and to manage the Fund's currency exposure. Forward currency contracts involve, to varying degrees, elements of market risk in excess of the amount recognized in the statement of assets and liabilities. Risks arise from the possible movements in foreign exchange rates or if the counterparty does not perform under the contract. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders and their customers. The contract is marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain (or loss). When the contract is closed or offset with the same counterparty, the Fund records a realized gain (or loss) equal to the change in the value of the contract when it was opened and the value at the time it was closed or offset. 2. INVESTMENT ADVISORY FEES AND RELATED PARTY TRANSACTIONS Effective June 1, 1998, National Securities and Research Corporation assigned its investment advisory agreement to Phoenix Investment Counsel, Inc. ("PIC"), both an indirect majority-owned subsidiary of Phoenix Home Life Mutual Insurance Company 11 PHOENIX WORLDWIDE OPPORTUNITIES FUND NOTES TO FINANCIAL STATEMENTS JUNE 30, 1998 (CONTINUED) ("PHL"). PIC is entitled to a fee at an annual rate of 0.75% of the average daily net assets of the Fund for the first $1 billion. As Distributor of the Fund's shares, Phoenix Equity Planning Corp. ("PEPCO"), an indirect majority-owned subsidiary of PHL, has advised the Fund that it retained net selling commissions of $9,838 for Class A shares and deferred sales charges of $27,065 for Class B shares for the year ended June 30, 1998. In addition, the Fund pays PEPCO a distribution fee at an annual rate of 0.25% for Class A shares and 1.00% for Class B shares of the average daily net assets of the Fund. The Distribution Plan for Class A shares provides for fees to be paid up to a maximum on an annual basis of 0.30%; the Distributor has voluntarily agreed to limit the fee to 0.25%. The Distributor has advised the Fund that of the total amount expensed for the year ended June 30, 1998, approximately $196,013 was retained by the Distributor, $285,398 was paid to unaffiliated participants and $13,032 was paid to W.S. Griffith, an indirect subsidiary of PHL. As Financial Agent of the Fund, PEPCO received a fee for bookkeeping, administration, and pricing services through May 31, 1998, at an annual rate of 0.005% of average daily net assets up to $100 million, 0.04% of average daily net assets of $100 million to $300 million, 0.03% of average daily net assets of $300 million through $500 million, and 0.015% of average daily net assets greater than $500 million; a minimum fee applied. Effective June 1, 1998, PEPCO receives a financial agent fee equal to the sum of (1) the documented cost of fund accounting and related services provided by PFPC, Inc. (subagent to PEPCO), plus (2) the documented cost to PEPCO to provide financial reporting, tax services and oversight of subagent's performance. The current fee schedule of PFPC, Inc. ranges from 0.085% to 0.0125% of the average daily net asset values of the Fund. Certain minimum fees and fee waivers may apply. PEPCO serves as the Fund's Transfer Agent with State Street Bank and Trust Company as sub-transfer agent. For the year ended June 30, 1998, transfer agent fees were $328,305 of which PEPCO retained $122,891 which is net of the fees paid to State Street. At June 30, 1998, PHL and affiliates held 195 Class A shares and 2 Class B shares of the Fund with a combined value of $2,430. 3. PURCHASE AND SALE OF SECURITIES Portfolio purchases and sales of investments, excluding short-term securities, for the year ended June 30, 1998 aggregated $258,729,907 and $268,779,128 respectively. There were no purchases or sales of long-term U.S. Government securities. 4. CREDIT RISK In countries with limited or developing markets, investments may present greater risks than in more developed markets and the prices of such investments may be volatile. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of these investments and the income they generate, as well as a fund's ability to repatriate such amounts. 5. RECLASS OF CAPITAL ACCOUNTS The Fund has recorded several reclassifications in the capital accounts. These reclassifications have no impact on the net asset value of the Fund and are designed generally to present undistributed income and realized gains on a tax basis which is considered to be more informative to the shareholder. For the year ended June 30, 1998, the Fund has decreased undistributed net investment income by $68,519 and increased accumulated net realized gains by $68,519. TAX INFORMATION NOTICE (UNAUDITED) For the fiscal year ended June 30, 1998, the Fund distributed long-term capital gains dividends of $9,139,661. 12 REPORT OF INDEPENDENT ACCOUNTANTS [LOGO] To the Trustees and Shareholders of Phoenix Worldwide Opportunities Fund In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments (except for bond ratings), and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Phoenix Worldwide Opportunities Fund (the "Fund") at June 30, 1998, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with generally accepted accounting principles. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 1998 by correspondence with the custodian and brokers, provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts August 7, 1998 PHOENIX WORLDWIDE OPPORTUNITIES FUND PART C--OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements: Included in Part A: Financial Highlights Included in Part B: Financial Statements and Notes thereto, and Report of Independent Accountants are in-cluded in the Annual Report to Shareholders for the year ended June 30, 1998, incorporated by reference (b) Exhibits: 1.1 Declaration of Trust of the Registrant, previously filed and filed via EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and herein incorporated by reference. 1.2 Amendment to Declaration of Trust designating Classes of Shares, filed via EDGAR with Post-Effective Amendment No. 61 on October 30, 1995, incorporated herein by reference. 2.1 By-laws of the Registrant, previously filed and filed via EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and herein incorporated by reference. 3. None. 4. Reference is made to Article V of Registrant's Declaration of Trust, as amended, referred to in Exhibit 1.1. 5.1 Management Agreement between Registrant and National Securities & Research Corporation dated May 14, 1993 and assigned to Phoenix Investment Counsel, Inc. effective June 1, 1998, filed with Post-Effective Amendment No. 58 on August 30, 1993 and filed via EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and herein incorporated by reference. 5.2 Amendment to Management Agreement between Registrant and National Securities & Research Corporation, dated January 1, 1994 and assigned to Phoenix Investment Counsel, Inc. effective June 1, 1998, filed via EDGAR with Post-Effective Amendment No. 61 on October 30, 1995, incorporated herein by reference. 6.1* Underwriting Agreement between Registrant and Phoenix Equity Planning Corporation ("Equity Planning") dated November 19, 1997 and filed via EDGAR herewith, herein incorporated by reference. 6.2* Form of Sales Agreement between Phoenix Equity Planning Corporation and dealers filed via EDGAR herewith. 6.3* Form of Supplement to Phoenix Family of Funds Sales Agreement filed via EDGAR herewith. 6.4* Form of Financial Institution Sales Contract for the Phoenix Family of Funds filed via EDGAR herewith. 7. None. 8. Custody Agreement between Registrant and Brown Brothers Harriman & Co. dated August 11, 1994, filed with Post- Effective Amendment No. 60 on October 26, 1994 and filed via EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference. 9.1 Transfer Agency and Service Agreement between Registrant and Phoenix Equity Planning Corporation dated June 1, 1994, filed with Post-Effective Amendment No. 60 on October 26, 1994 and filed via EDGAR with Post- Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference. 9.2* Sub-transfer Agent Agreement between Equity Planning and State Street Bank and Trust Company dated June 1, 1994 filed herewith via EDGAR. 9.3* Amended and Restated Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation dated November 19, 1997 and filed via EDGAR herewith. 9.4* First Amendment to Amended and Restated Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation dated March 23, 1998 and filed via EDGAR herewith. 9.5* Second Amendment to Amended and Restated Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation dated July 31, 1998 and filed via EDGAR herewith. 10. Opinion as to legality of the shares filed via EDGAR with Post Effective Amendment No. 61 on October 30, 1995, incorporated herein by reference. 11.* Consent of Independent Accountants filed via EDGAR herewith.
C-1 12. Not applicable. 13. None. 14. None. 15.1 Amended and Restated Distribution Plan Pursuant to Rule 12b-1 for Class A Shares filed via EDGAR with Post- Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference. 15.2 Amended and Restated Distribution Plan Pursuant to Rule 12b-1 for Class B Shares filed with Post-Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference. 16. Schedule for computation of total return, previously filed with Post-Effective Amendment No. 60 on October 26, 1994 and filed via EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference. 17.* Financial Data Schedule filed herewith and reflected on EDGAR as Exhibit 27. 18.1* Amended and Restated Plan Pursuant to Rule 18f-3 effective July 1, 1997, filed via EDGAR herewith. 18.2* First Amendment to the Amended and Restated Plan Pursuant to Rule 18f-3 effective August 26, 1998 filed via EDGAR herewith. 19. Powers of attorney filed via EDGAR with Post-Effective Amendment No. 62 on October 29, 1996, incorporated herein by reference.
- ----------- *Filed herewith Item 25. Persons Controlled by or Under Common Control With Registrant No person is controlled by, or under common control, with the Registrant. Item 26. Number of Holders of Securities As of August 31, 1998, the number of record holders of each class of securities of the Registrant was as follows:
Title of Class Number of Record-holders Shares of Beneficial Interest--Class A 13,047 Shares of Beneficial Interest--Class B 1,250
Item 27. Indemnification Registrant's indemnification provision is set forth in Post-Effective Amendment No. 58 filed with the Securities and Exchange Commission on June 30, 1993, and is incorporated herein by reference. Item 28. Business and Other Connections of Investment Adviser See "Management of the Fund" in the Prospectus and "Services of the Adviser" and "Trustees and Officers" in the Statement of Additional Information which is included in this Post-Effective Amendment. For information as to the business, profession, vocation or employment of a substantial nature of directors and officers of Phoenix Investment Counsel, Inc., the Adviser, reference is made to the Advisers' current Form ADV (SEC File No. 801-5995) filed under the Investment Advisers Act of 1940 and incorporated herein by reference. Item 29. Principal Underwriter (a) Equity Planning also serves as the principal underwriter for the following other investment companies: Phoenix Series Fund, Phoenix Strategic Allocation Fund, Inc., Phoenix Duff & Phelps Institutional Mutual Funds, Phoenix Multi-Sector Fixed Income Fund, Inc., Phoenix Multi-Sector Short Term Bond Fund, Phoenix Multi-Portfolio Fund, Phoenix California Tax Exempt Bonds, Inc., Phoenix Income and Growth Fund, Phoenix Strategic Equity Series Fund, Phoenix Equity Series Fund, Phoenix-Aberdeen Series Fund, Phoenix-Engemann Funds, Phoenix Investment Trust 97, Phoenix-Seneca Funds, Phoenix Home Life Variable Universal Life Account, Phoenix Home Life Variable Accumulation Account, PHL Variable Accumulation Account, Phoenix Life and Annuity Variable Universal Life Account, and PHL Variable Separate Account MVAI. C-2 (b) Directors and executive officers of Phoenix Equity Planning Corporation are as follows:
Name and Position and Offices Position and Offices Principal Address with Distributor with Registrant ----------------- ---------------- --------------- Michael E. Haylon Director Executive Vice President 56 Prospect Street P.O. Box 150480 Hartford, CT 06115-0480 Philip R. McLoughlin Director and President Trustee and President 56 Prospect Street P.O. Box 150480 Hartford, CT 06115-0480 William R. Moyer Director, Senior Vice Vice President 100 Bright Meadow Blvd. President, Chief P.O. Box 2200 Financial Officer and Enfield, CT 06083-2200 Treasurer John F. Sharry Executive Vice Executive Vice President 100 Bright Meadow Blvd. President, Retail P.O. Box 2200 Distribution Enfield, CT 06083-2200 Leonard J. Saltiel Managing Director, Vice President 56 Prospect Street Operations and Service P.O. Box 150480 Hartford, CT 06115-0480 G. Jeffrey Bohne Vice President, Mutual Secretary 101 Munson Street Fund Customer Service Greenfield, MA 01301 Nancy G. Curtiss Vice President and Treasurer 56 Prospect Street Treasurer, P.O. Box 150480 Fund Accounting Hartford, CT 06115-0480 Thomas N. Steenburg Vice President, Counsel Assistant Secretary 56 Prospect Street and Secretary Hartford, CT 06115 William E. Keen, III Assistant Vice President, Vice President 100 Bright Meadow Blvd. Mutual Fund Regulation P.O. Box 2200 Enfield, CT 06083-2200 Jacqueline Porter Assistant Vice President Assistant Treasurer 56 Prospect Street Hartford, CT 06115
(c) To the best of the Registrant's knowledge, no commissions or other compensation was received by any principal underwriter who is not an affiliated person of the Registrant or an affiliated person of such affiliated person, directly or indirectly, from the Registrant during the Registrant's last fiscal year. C-3 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 adviser, Phoenix Investment Counsel, Inc.; Registrant's financial agent, transfer agent and principal underwriter, Phoenix Equity Planning Corporation; Registrant's dividend disbursing agent, State Street Bank and Trust Company; and Registrant's custodian, Brown Brothers Harriman & Co. The address of the Secretary of the Trust is 101 Munson Street, Greenfield, Massachusetts 01301; the address of Phoenix Investment Counsel, Inc. is 56 Prospect Street, Hartford, Connecticut 06115; the address of Phoenix Equity Planning Corporation is 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200; the address of the dividend disbursing agent is P.O. Box 8301, Boston, Massachusetts 02266-8301, Attention: Phoenix Funds, and the address for the custodian is 40 Water Street, Boston, Massachusetts 02109. Item 31. Management Services Not applicable. Item 32. Undertakings (a) Not applicable. (b) Not applicable. (c) Registrant undertakes to furnish each person to whom a prospectus is delivered with a copy of Registrant's latest annual report to shareholders upon request and without charge. C-4 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 of 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 the 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 6th day of October, 1998. PHOENIX WORLDWIDE OPPORTUNITIES FUND ATTEST: /s/ Thomas N. Steenburg By: /s/ Philip R. McLoughlin ----------------------------- ---------------------------------- Thomas N. Steenburg Philip R. McLoughlin Assistant Secretary President Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated, on this 6th day of October, 1998.
Signature Title --------- ----- - ---------------------------- Robert Chesek* Trustee - ---------------------------- E. Virgil Conway* Trustee /s/ Nancy G. Curtiss Treasurer (principal financial and - ---------------------------- Nancy G. Curtiss accounting officer) - ---------------------------- Harry Dalzell-Payne* Trustee - ---------------------------- Francis E. Jeffries* Trustee - ---------------------------- Leroy Keith, Jr.* Trustee /s/ Philip R. McLoughlin - ---------------------------- Philip R. McLoughlin Trustee and President - ---------------------------- Everett L. Morris* Trustee - ---------------------------- James M. Oates* Trustee - ---------------------------- Calvin J. Pedersen* Trustee - ---------------------------- Herbert Roth, Jr.* Trustee - ---------------------------- Richard E. Segerson* Trustee - ---------------------------- Lowell P. Weicker, Jr.* Trustee By: /s/ Philip R. McLoughlin - -------------------------------- *Philip R. McLoughlin pursuant to powers of attorney filed previously.
S-1(c) EX-99.B6.1 2 UNDERWRITING AGREEMENT Exhibit 6.1 UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT THIS AGREEMENT made as of this 19th day of November, 1997, by and between Phoenix Worldwide Opportunities Fund, a Massachusetts business trust having a place of business located at 101 Munson Street, Greenfield, Massachusetts (the "Fund") and Phoenix Equity Planning Corporation, a Connecticut corporation having a place of business located at 100 Bright Meadow Boulevard, Enfield, Connecticut (the "Underwriter"). WITNESSETH THAT: 1. The Fund hereby grants to the Underwriter the right to purchase shares of beneficial interest of each class of each series of the Fund established and designated as of the date hereof and of any additional series and classes thereof which the Board of Directors or Board of Trustees, as applicable ("Trustees") may establish and designate during the term of this Agreement (called the "Series" and "Classes", respectively) and to resell shares of various Classes, as applicable, of each Series (collectively called the "Shares") as principal and not as agent. The Underwriter accepts such appointment and agrees to render the services described in this Agreement for the compensation herein provided. 2. The Underwriter's right to purchase Shares shall be exclusive except that the terms of this Agreement shall not apply to Shares issued or transferred: a) pursuant to an offer of exchange exempted under Section 22(d) of the Investment Company Act of 1940, as amended (the "Act") by reason of the fact that said offer is permitted by Section 11 of the Act, including any offer made pursuant to clause (1) or (2) of Section 11(b); b) upon the sale to a registered unit investment trust which is the issuer of periodic payment plan certificates the net proceeds of which are invested in redeemable securities; c) pursuant to an offer made solely to all registered holders of Shares, or all registered holders of Shares of any Series, proportionate to their holdings or proportionate to any cash distribution made to them by the Fund (subject to appropriate qualifications designed solely to avoid issuance of fractional securities); d) in connection with any merger or consolidation of the Fund or of any Series with any other investment company or the acquisition by the Fund, by purchase or otherwise, of any other investment company; e) pursuant to sales exempted from Section 22(d) of the Act, by rule or regulation or order of the Securities and Exchange Commission as provided in the then current registration statement of the Fund; or f) in connection with the reinvestment by Fund shareholders of dividend and capital gains distributions. 3. The "Net Asset Value" and the "Public Offering Price" of the Shares as referred to in this Agreement shall be computed in accordance with the provisions of the then current registration statement of the Fund. The Underwriter shall be notified promptly by the Fund of such computations. 4. The Underwriter has and shall enter into written sales agreements with broker/dealers ("dealers") and with banks as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended, (Exchange Act) that are not required to register as a broker/dealer under the Exchange Act or the regulations thereunder ("Banks"). Such sales agreements shall provide that dealers or Banks shall use their best efforts to promote the sale of Shares. Such sales agreements shall include such terms and conditions as Underwriter may determine not inconsistent with this Agreement; provided, however, that such sales agreements shall specify a) that the dealer is registered as a broker/dealer under the Exchange Act and a member of the National Association of Securities Dealers, Inc. or, in the alternative, that the Bank is exempt from broker/dealer registration under the Exchange Act; and b) that such dealers and Banks agree that they will comply with all applicable state, and federal laws and the rules and regulations of applicable regulatory agencies. 5. Each day the Underwriter shall have the right to purchase from the Fund, as principal, the amount of Shares needed to fill unconditional orders for such Shares received by the Underwriter from dealers, Banks, or investors, but no more than the Shares needed, at a price equal to the Net Asset Value of the Shares. Any purchase of Shares by the Underwriter under this Agreement shall be subject to reasonable adjustment for clerical errors, delays and errors of transmission and cancellation of orders. 6. With respect to transactions other than with dealers or Banks, the Underwriter will sell Shares only at the Public Offering Price then in effect, except to the extent that sales at less than the Public Offering Price may be allowed by the Act, any rule or regulation promulgated thereunder or by order of the Securities and Exchange Commission, provided, however, that any such sales at less than the Public Offering Price shall be consistent with the terms of the then current registration statement of the Fund. The Underwriter will sell at Net Asset Value Shares of any Classes which are offered by the then current registration statement or prospectus of the Fund for sale at such Net Asset Value or at Net Asset Value with a contingent deferred sales charge ("CDSC Shares"). The Underwriter shall receive from the Fund all contingent deferred 2 sales charges applied on redemptions of CDSC Shares. 7. Sales at a discount from the Public Offering Price shall be made in accordance with the terms and conditions of the terms of the current registration statement of the Fund allowing such discounts. Such discounts shall not exceed the difference between the Net Asset Value and the Public Offering Price; however, the Underwriter may offer compensation in excess of the difference between the Net Asset Value and the Public Offering Price, at its discretion and from its own profits and resources, and only as described in the current registration statement of the Fund. With respect to sales of CDSC Shares, the Underwriter, in accordance with the terms of the current registration statement of the Fund, shall pay dealers a commission on such sales from its own profits and resources. 8. As reimbursement for expenditures made in connection with providing certain distribution-related services, the Underwriter may receive from the Fund a distribution service fee under the terms and conditions set forth in the Fund's distribution plan adopted under Rule 12b-1 under the Investment Company Act of 1940, as amended, as the plan may be amended from time to time and subject to any further limitations on such fees as the Trustees may impose. The Underwriter may receive from the Fund a service fee to be retained by the Underwriter as compensation for providing services to shareholders of the Fund or to be paid to dealers and Banks for providing services to their clients who are also shareholders of the Fund. 9. The Fund shall furnish the Underwriter with copies of its organizational documents, as amended from time to time. The Fund shall also furnish the Underwriter with any other documents of the Fund which will assist the Underwriter in the performance of its duties hereunder. 10. The Underwriter agrees to use its best efforts (in states where it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the Fund and registered under applicable Federal securities laws, and, so long as it does so, nothing herein contained shall prevent the Underwriter from entering into similar arrangements with other registered investment companies. The Underwriter may, in the exercise of its discretion, refuse to accept orders for Shares from any person. 11. Upon receipt by the Fund of a purchase order from the Underwriter, accompanied by proper delivery instructions, the Fund shall, as promptly as practicable thereafter, cause evidence of ownership of Shares to be delivered as indicated in such purchase order. Payment for such Shares shall be made by the Underwriter to the Fund in a manner acceptable to the Fund, provided that the Underwriter shall pay for such Shares no later than the third business day after the Underwriter shall have contracted to purchase such shares. 12. In connection with offering for sale and selling Shares, the Fund authorizes the 3 Underwriter to give only such information and to make only such statements or representations as are contained in the then current registration statement of the Fund. The Underwriter shall be responsible for the approval and filing of sales material as required under SEC and NASD regulations. 13. The Fund agrees to pay the following expenses: a) the cost of mailing stock certificates representing Shares; b) fees and expenses (including legal expenses) of registering and maintaining registrations of the Fund and of each Series and Class with the Securities and Exchange Commission including the preparation and printing of registration statements and prospectuses for filing with said Commission; c) fees and expenses (including legal expenses) incurred in registering and qualifying Shares for sale with any state regulatory agency and fees and expenses of maintaining, renewing, increasing or amending such registrations and qualifications; d) the expense of any issue or transfer taxes upon the sale of Shares to the Underwriter by the Fund; e) the cost of preparing and distributing reports and notices to shareholders; and f) fees and expenses of the transfer agent, including the cost of preparing and mailing notices to shareholders pertaining to transactions with respect to such shareholders accounts. 14. The Underwriter agrees to pay the following expenses: a) all expenses of printing prospectuses and statements of additional information used in connection with the sale of Shares and printing and preparing all other sales literature; b) all fees and expenses in connection with the qualification of the Underwriter as a dealer in the various states and countries; c) the expense of any stock transfer tax required in connection with the sale of Shares by the Underwriter as principal to dealers or to investors; and d) all other expenses in connection with offering for sale and the sale of Shares which have not been herein specifically allocated to the Fund. 4 15. The Fund hereby appoints the Underwriter its agent to receive requests to accept the Fund's offer to repurchase Shares upon such terms and conditions as may be described in the Fund's then current registration statement. The agency granted in this paragraph 15 is terminable at the discretion of the Fund. As compensation for acting as such agent and as part of the consideration for acting as underwriter, Underwriter shall receive from the Fund all contingent deferred sales charges imposed upon the redemption of Shares. Whether and to what extent a contingent deferred sales charge will be imposed shall be determined in accordance with, and in the manner set forth in, the Fund's prospectus. 16. The Fund agrees to indemnify and hold harmless the Underwriter, its officers and directors and each person, if any, who controls the Underwriter within the meaning of section 15 of the Securities Act of 1933, as amended, against any losses, claims, damages, liabilities and expenses (including the cost of any legal fees incurred in connection therewith) which the Underwriter, its officers, directors or any such controlling person may incur under said Act, under any other statute, at common law or otherwise, arising out of or based upon a) any untrue statement or alleged untrue statement of a material fact contained in the Fund's registration statement or prospectus (including amendments and supplements thereto), or b) any omission or alleged omission to state a material fact required to be stated in the Fund's registration statement or prospectus or necessary to make the statements in either not misleading, provided, however, that insofar as losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance and in conformity with information furnished to the Fund by the Underwriter for use in the Fund's registration statement or prospectus, such indemnification is not applicable. In no case shall the Fund indemnify the Underwriter or its controlling persons as to any amounts incurred for any liability arising out of or based upon any action for which the Underwriter, its officers and directors or any controlling person would otherwise be subject to liability by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of the reckless disregard of its obligations and duties under this Agreement. 17. The Underwriter agrees to indemnify and hold harmless the Fund, its officers and trustees and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, against any losses, claims, damages, liabilities and expenses (including the cost of any legal fees incurred in connection therewith) which the Fund, its officers, trustees or any such controlling person may incur under said Act, under any other statute, at common law 5 or otherwise arising out of the acquisition of any shares by any person which a) may be based upon any wrongful act by the Underwriter or any of its employees or representatives, or b) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund's registration statement, prospectus (including amendments and supplements thereto) or sales material, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Fund by the Underwriter. 18. It is understood that: a) trustees, officers, employees, agents and shareholders of the Fund are or may be interested persons, as that term is defined in the Act ("Interested Persons"), of the Underwriter as directors, officers, stockholders or otherwise; b) directors, officers, employees, agents and stockholders of the Underwriter are or may be Interested Persons of the Fund as trustees, officers, shareholders or otherwise; c) the Underwriter may be an Interested Person of the Fund as shareholder or otherwise; and d) the existence of any such dual interest shall not offset the validity hereof or of any transactions hereunder. 19. The Fund may terminate this Agreement by 60 days written notice to the Underwriter at any time, without the payment of any penalty, by vote of the Trustees or by a vote of a majority of the outstanding voting securities, as that term is defined in the Act, of the Fund. The Underwriter may terminate this Agreement by 60 days written notice to the Fund, without the payment of any penalty. This Agreement shall immediately terminate in the event of its assignment, as that term is defined in the Act. 20. Subject to prior termination as provided in paragraph 19, this Agreement shall continue in force for one year from the date of execution and from year to year thereafter so long as the continuance after such one year period shall be specifically approved at least annually by vote of the Trustees, or by a vote of a majority of the appropriate class of outstanding voting securities, as that term is defined in the Act, of the Fund. Additionally, each annual renewal of this 6 Agreement must be approved by the vote of a majority of the Trustees who are not parties to the Agreement or Interested Persons of any such party, cast in person at a meeting of the Trustees called for the purpose of voting on such approval. 21. It is expressly agreed that the obligations of the Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund, as provided in the Declaration of Trust. The execution and delivery of this Agreement by the President of the Fund has been authorized by the Trustees acting as such, and neither such execution and delivery by such officer nor such authorization by such Trustees shall be deemed to have been made by any of them individually or be binding upon or impose any liability on any of them personally, but shall bind only the trust property of the Fund as provided in the Declaration of Trust. The Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. 22. This Agreement shall become effective upon the date first set forth above. This Agreement shall be governed by the laws of the State of Connecticut and shall be binding on the successors and assigns of the parties to the extend permitted by law. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above. PHOENIX WORLDWIDE OPPORTUNITIES FUND By: /s/ Philip R. McLoughlin -------------------------------------- Philip R. McLoughlin President PHOENIX EQUITY PLANNING CORPORATION By: /s/ David R. Pepin -------------------------------------- David R. Pepin Executive Vice President 7 EX-99.B6.2 3 SALES AGREEMENT Exhibit 6.2 SALES AGREEMENT [logo]PHOENIX Phoenix Funds DUFF&PHELPS Sales Agreement - -------------------------------------------------------------------------------- PHOENIX EQUITY PLANNING CORPORATION 100 Bright Meadow Blvd. P.O. Box 2200 Enfield, Connecticut 06083-2200 Dealer Name: Address: Phoenix Equity Planning Corporation ("PEPCO", "we", "us", or "our") invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the "Funds") for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by PEPCO, you may offer and sell shares of each of the Funds (hereafter "Shares") subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as "you". 1. You understand and agree that in all sales of Shares to the public, you shall act as dealer for your own account. All purchase orders and applications are subject to acceptance or rejection by us in our sole discretion and are effective only upon confirmation by us. Each purchase will be deemed to have been consummated in our principal office subject to our acceptance and effective only upon confirmation to you by us. 2. You agree that all purchases of Shares by you shall be made only for the purpose of covering purchase orders already received from your customers (who may be any person other than a securities dealer or broker) or for your own bona-fide investment. 3. You shall offer and sell Shares pursuant to this agreement for the purpose of covering purchase orders of your customers, to the extent applicable, (a) at the current public offering price ("Offering Price") for Class A Shares or (b) at the Net Asset Value for Class B shares as set forth in the current prospectus of each of the funds. The offer and sale of Class B Shares by you is subject to Annex B hereto, "Compliance Standards for the Sale of the Phoenix Funds Under Their Alternative Purchase Arrangements". 4. You shall pay us for Shares purchased within three (3) business days of the date of our confirmation to you of such purchase or within such time as required by applicable rule or law. The purchase price shall be (a) the Offering Price, less only the applicable dealer discount (Dealer Discount) for Class A Shares, if applicable, or (b) the Net Asset Value, less only the applicable sales commission (Sales Commission) for Class B Shares, if applicable, as set forth in the current prospectus at the time the purchase is received by us. We have the right, without notice, to cancel any order for which payment of good and sufficient funds has not been received by us as provided in this paragraph, in which case you may be held responsible for any loss suffered resulting from your failure to make payment as aforesaid. 5. You understand and agree that any Dealer Discount, Sales Commission or fee is subject to change from time to time without prior notice. Any orders placed after the effective date of any such change shall be subject to the Dealer Discount or Sales Commission in effect at the time such order is received by us. 6. You understand and agree that Shares purchased by you under this Agreement will not be delivered until payment of good and sufficient funds has been received by us. Delivery of Shares will be made by credit to a shareholder open account unless delivery of certificates is specified in the purchase order. In order to avoid unnecessary delay, it is understood that, at your request, any Shares resold by you to one of your customers will be delivered (whether by credit to a shareholder open account or by delivery of certificates) in the name of your customer. 7. You understand that on all purchases of Shares to which the terms of this Agreement are applicable by a shareholder for whom you are dealer of record, we will pay you an amount equal to the Dealer Discount, Sales Commission or fees which would have been paid to you with respect to such Shares if such Shares had been purchased through you. You understand and agree that the dealer of record for this purpose shall be the dealer through whom such shareholder most recently purchased Shares of such fund, unless the shareholder or you have instructed us otherwise. You understand that all amounts payable to you under this paragraph and currently payable under this agreement will be paid as of the end of the month unless specified otherwise for the total amount of Shares to which this paragraph is applicable but may be paid more frequently as we may determine in our discretion. Your request for Dealer Discount or Sales Commission reclaims will be considered if adequate verification and documentation of the purchase in question is supplied to us, and the reclaim is requested within three years of such purchase. 8. We appoint the transfer agent (or identified sub-transfer agent) for each of the Funds as our agent to execute the purchase transaction of Shares and to confirm such purchases to your customers on your behalf, and you guarantee the legal capacity of your customers so purchasing such Shares. You further understand that if a customer's account is established without the customer signing the application form, you hereby represent that the instructions relating to the registration and shareholder options selected (whether on the application form, in some other document or orally) are in accordance with the customer's instructions and you agree to indemnify the Funds, the transfer agent (or identified sub-transfer agent) and us for any loss or liability resulting from acting upon such instructions. 9. Upon the purchase of Class A Shares pursuant to a Letter of Intent, you will promptly return to us any excess of the Dealer Discount previously allowed or paid to you over that allowable in respect to such larger purchases. 10. Unless at the time of transmitting a purchase order you advise us to the contrary, we may consider that the investor owns no other Shares and may further assume that the investor is not entitled to any lower sales charge than that accorded to a single transaction in the amount of the purchase order, as set forth in the current prospectus. 11. You understand and agree that if any Shares purchased by you under the terms of this Agreement are, within seven (7) business days after the date of our confirmation to you of the original purchase order for such Shares, repurchased by us as agent for such fund or are tendered to such fund for redemption, you shall forfeit the right to, and shall promptly pay over to us the amount of any Dealer Discount or Sales Commission allowed to you with respect to such Shares. We will notify you of such repurchase or redemption within ten (10) days of the date upon which certificates are delivered to us or to such fund or the date upon which the holder of Shares held in a shareholder open account places or causes to be placed with us or with such fund an order to have such shares repurchased or redeemed. 12. You agree that, in the case of any repurchase of any Shares made more than seven (7) business days after confirmation by us of any purchase of such Shares, except in the case of Shares purchased from you by us for your own bona fide investment, you will act only as agent for the holders of such Shares and will place the orders for repurchase only with us. It is understood that you may charge the holder of such Shares a fair commission for handling the transaction. 13. Our obligations to you under this Agreement are subject to all the provisions of the respective distribution agreements entered into between us and each of the Funds. You understand and agree that in performing your services under this agreement you are acting in the capacity of an independent contractor, and we are in no way responsible for the manner of your performance or for any of your acts or omissions in connection therewith. Nothing in the Agreement shall be construed to constitute you or any of your agents, employees, or representatives as our agent, partner or employee, or the agent, partner of employee of any of the Funds. In connection with the sale and distribution of shares of Phoenix Funds, you agree to indemnify and hold us and our affiliates, employees, and/or officers harmless from any damage or expense as a result of (a) the negligence, misconduct or wrongful act by you or any employee, representative, or agent of yours and/or (b) any actual or alleged violation of any securities laws, regulations or orders. Any indebtedness or obligation of yours to us whether arising hereunder or otherwise, and any liabilities incurred or moneys paid by us to any person as a result of any misrepresentation, wrongful or unauthorized act or omission, negligence of, or failure of you or your employees, representatives or agents to comply with the Sales Agreement, shall be set off against any compensation payable under this agreement. Any differential between such expenses and compensation payable hereunder shall be payable to us upon demand. The terms of this provision shall not be impaired by the termination of this agreement. In connection with the sale and distribution of shares of Phoenix Funds, we agree to indemnify and hold you, harmless from any damage or expense on account of the gross and willful negligence, misconduct or wrongful act of us or any employee, representative, or agent of ours which arises out of or is based upon any untrue statement or alleged untrue statement of material fact, or the omission or alleged omission of a material fact in: (i) any registration statement, including any prospectus or any post-effective amendment thereto; or (ii) any material prepared and/or supplied by us for use in conjunction with the offer or sale of Phoenix Funds; or (iii) any state registration or other document filed in any state or jurisdiction in order to qualify any Fund under the securities laws of such state or jurisdiction. The terms of this provision shall not be impaired by the termination of this agreement. 14. We will supply you with reasonable quantities of the current prospectus, periodic reports to shareholders, and sales materials for each of the Funds. You agree not to use any other advertising or sales material relating to the sale of shares of any of the Funds unless such other advertising or sales material is pre-approved in writing by us. 15. You agree to offer and sell Shares only in accordance with the terms and conditions of the then current prospectus of each of the Funds and subject to the provisions of this Agreement, and you will make no representations not contained in any such prospectus or any authorized supplemental sales material supplied by us. You agree to use your best efforts in the development and promotion of sales of the Shares covered by this Agreement, and agree to be responsible for the proper instruction, training and supervision of all sales representatives employed by you in order that such Shares will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations. All expenses incurred by you in connection with your activities under this Agreement shall be borne by you. In consideration for the extension of the right to exercise telephone exchange and redemption privileges to you and your registered representatives, you agree to bear the risk of any loss resulting from any unauthorized telephone exchange or redemption instructions from you or your registered representatives. In the event we determine to refund any amounts paid by any investor by reason of such violation on your part, you shall forfeit the right to, and pay over to us, the amount of any Dealer Discount or Sales Commission allowed to you with respect to the transaction for which the refund is made. 16. You represent that you are properly registered as a broker or dealer under the Securities and Exchange Act of 1934 and are member of the National Association of Securities Dealers, Inc. (NASD) and agree to maintain membership in the NASD or in the alternative, that you are a foreign dealer not eligible for membership in the NASD. You agree to notify us promptly of any change, termination or suspension of the foregoing status. You agree to abide by all the rules and regulations of the NASD including Section 26 of Article III of the Rules of Fair Practice, which is incorporated herein by reference as if set forth in full. You further agree to comply with all applicable state and Federal laws and the rules and regulations of applicable regulatory agencies. You further agree that you will not sell, or offer for sale, Shares in any jurisdiction in which such Shares have not been duly registered or qualified for sale. You agree to promptly notify us with respect to (a) the initiation and disposition of any formal disciplinary action by the NASD or any other agency or instrumentality having jurisdiction with respect to the subject matter hereof against you or any of your employees or agents; (b) the issuance of any form of deficiency notice by the NASD or any such agency regarding your training, supervision or sales practices; and (c) the effectuation of any consensual order with respect thereto. 17. Either party may terminate this agreement for any reason by written or electronic notice to the other party which termination shall become effective fifteen (15) days after the date of mailing or electronically transmitting such notice to the other party. We may also terminate this agreement for cause or as a result of a violation by you, as determined by us in our discretion, of any of the provisions of this Agreement, said termination to be effective on the date of mailing written or transmitting electronic notice to you of the same. Without limiting the generality of the foregoing, your own expulsion from the NASD will automatically terminate this Agreement without notice. Your suspension from the NASD or violation of applicable state or Federal laws or rules and regulations of applicable regulatory agencies will terminate this Agreement effective upon the date of our mailing written notice or transmitting electronic notice to you of such termination. Our failure to terminate this Agreement for any cause shall not constitute a waiver of our right to so terminate at a later date. 18. All communications and notices to you or us shall be sent to the addresses set forth at the beginning of this Agreement or to such other address as may be specified in writing from time to time. 19. This agreement shall become effective upon the date of its acceptance by us as set forth herein. This agreement may be amended by PEPCO from time to time. This Agreement and all rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. This agreement is not assignable or transferable, except that we may assign or transfer this agreement to any successor distributor of the Shares described herein. ACCEPTED ON BEHALF OF ACCEPTED ON BEHALF OF PHOENIX EQUITY PLANNING DEALER FIRM: CORPORATION: Date ______________________________ Date __________________________________ By /s/ John F. Sharry By ________________________________ ____________________________________ Print Name John F. Sharry Print Name _________________________ ____________________________ Managing Director, Retail Sales Print Title _______________________ Print Title ___________________________ NASD CRD Number _______________________ [LOGO]PHOENIX AMENDED ANNEX A, DEALER AGREEMENT WITH DUFF&PHELPS PHOENIX EQUITY PLANNING CORPORATION, FEBRUARY 27, 1998 ================================================================================ I. PHOENIX FAMILY OF FUNDS - -------------------------------------------------------------------------------- PHOENIX SERIES FUND Balanced Fund Series Convertible Fund Series Growth Fund Series Aggressive Growth Fund Series High Yield Fund Series Money Market Fund Series U.S. Government Securities Fund Series PHOENIX-ABERDEEN SERIES FUND Aberdeen New Asia Fund Aberdeen Global Small Cap Fund PHOENIX MULTI-PORTFOLIO FUND Tax-Exempt Bond Portfolio Mid Cap Portfolio International Portfolio Real Estate Securities Portfolio Emerging Markets Bond Portfolio Strategic Income Fund PHOENIX STRATEGIC EQUITY SERIES FUND Equity Opportunities Fund Strategic Theme Fund Small Cap Fund PHOENIX EQUITY SERIES FUND Core Equity Fund Growth and Income Fund PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC. PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC. PHOENIX MULTI-SECTOR SHORT TERM BOND FUND PHOENIX WORLDWIDE OPPORTUNITIES FUND PHOENIX STRATEGIC ALLOCATION FUND, INC. PHOENIX INCOME AND GROWTH FUND PHOENIX VALUE EQUITY FUND PHOENIX SMALL CAP VALUE FUND PHOENIX-ENGEMANN FUNDS Balanced Return Fund Global Growth Fund Growth Fund Nifty Fifty Fund Small & Mid-Cap Growth Fund Value 25 Fund - -------------------------------------------------------------------------------- Equity Planning may sponsor, to all qualifying dealers, on a non-discriminatory basis, sales contests, training and educational meetings and provide to all qualifying broker/dealers, 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 Fund of their intention to do so. Applicable waivers of Class A sales loads and Class B contingent deferred sales charges are described in the prospectus. ================================================================================ CLASS A SHARES - --------------------------------------------------------------------------------
CLASS A SHARES (EXCEPT MULTI-SECTOR SHORT TERM MULTI-SECTOR SHORT TERM BOND FUND & MONEY MARKET) BOND FUND CLASS A SHARES DEALER DISCOUNT DEALER DISCOUNT SALES CHARGE OR AGENCY FEE SALES CHARGE OR AGENCY FEE AMOUNT OF AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF TRANSACTION OFFERING PRICE OFFERING PRICE OFFERING PRICE OFFERING PRICE - --------------------------------------------------------------------------------------------------------------------------------- Less than $50,000 4.75% 4.25% 2.25% 2.00% - --------------------------------------------------------------------------------------------------------------------------------- $50,000 but under $100,000 4.50 4.00 1.25 1.00 - --------------------------------------------------------------------------------------------------------------------------------- $100,000 but under $250,000 3.50 3.00 1.00 1.00 - --------------------------------------------------------------------------------------------------------------------------------- $250,000 but under $500,000 3.00 2.75 1.00 1.00 - --------------------------------------------------------------------------------------------------------------------------------- $500,000 but under $1,000,000 2.00 1.75 0.75 0.75 - --------------------------------------------------------------------------------------------------------------------------------- $1,000,000 or more None None None None - ---------------------------------------------------------------------------------------------------------------------------------
Shares of the Money Market Series are offered to the public at their constant net asset value of $1.00 per share with no sales charge on Class A shares. $1 MILLION NAV SALES FINDERS FEE: In connection with Class A Share purchases of $1,000,000 or more (or subsequent purchases in any amount), Equity Planning may pay broker/dealers, from its own profits and resources, a percentage of the net asset value of shares sold (excluding Money Market shares) as set forth in the table below. If part or all of such investment, is subsequently redeemed within one year of the investment date, the broker/dealer will refund to Equity Planning any such amounts paid with respect to the investment. - --------------------------------------------------------------------------------------------------------------------------------- PURCHASE AMOUNT $1,000,000 to $3,000,000 $3,000,001 to $6,000,000 $6,000,001 or more - --------------------------------------------------------------------------------------------------------------------------------- PAYMENT TO BROKER/DEALERS 1% 0.50 of 1% 0.25 of 1% - ---------------------------------------------------------------------------------------------------------------------------------
================================================================================ CLASS A SHARES - -------------------------------------------------------------------------------- TRAIL: Equity Planning intends to pay a quarterly fee to qualifying broker/dealer firms at the equivalent of 0.25% annually, based on the average daily net asset value of Class A shares sold by such broker/dealers (except Money Market Series) and remaining outstanding on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in one Fund to qualify for payment in that Fund. ================================================================================ CLASS B SHARES - --------------------------------------------------------------------------------
CLASS B SHARES (EXCEPT MULTI-SECTOR SHORT TERM BOND FUND) MULTI-SECTOR SHORT TERM BOND FUND CLASS B Sales Commission 4.00% Sales Commission 2.00%
Broker/Dealer firms maintaining house/omnibus accounts, upon redemption of a customer account within the time frames specified below, shall forward to Equity Planning the indicated contingent deferred sales charge.
YEARS SINCE PURCHASE CONTINGENT DEFERRED CONTINGENT DEFERRED SALES CHARGES SALES CHARGES - ----------------------------------------------------------------------------------------------------------------------------- First 5.00% 2.00% - ----------------------------------------------------------------------------------------------------------------------------- Second 4.00 1.50 - ----------------------------------------------------------------------------------------------------------------------------- Third 3.00 1.00 - ----------------------------------------------------------------------------------------------------------------------------- Fourth and Fifth 2.00 0.00 - ----------------------------------------------------------------------------------------------------------------------------- Sixth 0.00 0.00 - -----------------------------------------------------------------------------------------------------------------------------
TRAIL: Equity Planning intends to pay a quarterly fee to qualifying broker/dealer firms at the equivalent of 0.25% annually, based on the average daily net asset value of shares sold by such broker/dealers (except Money Market Series) and remaining outstanding on the Funds' books during the period in which the fee is calculated, commencing one year after the investment date. Dealers must have an aggregate value of $50,000 or more in one Fund to qualify for payment in that Fund. ================================================================================ CLASS C SHARES - MULTI-SECTOR SHORT TERM BOND FUND ONLY - -------------------------------------------------------------------------------- TRAIL: Equity Planning intends to pay a quarterly fee to qualifying broker/dealer firms at the equivalent of 0.50% annually, based on the average daily net asset value of shares sold by such broker/dealers and remaining outstanding on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in the Fund to qualify for payment. FINDERS FEE: In connection with Class C Share purchases of $250,000 or more (or subsequent purchases in any amount), Equity Planning may pay broker-dealers, from its own resources, on amount equal to 0.50% of purchases above $250,000 but under $3 million plus 0.25% on purchases in excess of $3 million. If all or part of the investment is subsequently redeemed, except for exchanges or purchases of other Phoenix funds, within one year of the investment date, the broker-dealer will refund to the Distributor such amount paid with respect to the investment. ================================================================================ CLASS C SHARES - AVAILABLE ONLY FOR THE FUNDS LISTED BELOW: - -------------------------------------------------------------------------------- CORE EQUITY FUND PHOENIX-ENGEMANN GLOBAL GROWTH FUND PHOENIX-ENGEMANN SMALL & MID-CAP EMERGING MARKETS BOND PORTFOLIO MULTI-SECTOR FIXED INCOME FUND GROWTH FUND (EFFECTIVE 3-27-98) STRATEGIC INCOME FUND VALUE EQUITY FUND GROWTH AND INCOME FUND (EFFECTIVE 3-27-98) SMALL CAP VALUE FUND HIGH YIELD FUND SERIES STRATEGIC THEME FUND PHOENIX-ENGEMANN BALANCED RETURN FUND (EFFECTIVE 2-27-98) PHOENIX-ENGEMANN NIFTY FIFTY FUND PHOENIX-ENGEMANN VALUE 25 FUND PHOENIX-ENGEMANN GROWTH FUND
Sales Commission: 1%. Contingent deferred sales charge: 1% for one year from the date of each purchase. Broker/Dealer firms maintaining house/omnibus accounts, upon redemption of a customer account within one year of purchase date, shall forward to Equity Planning the indicated contingent deferred sales charge. TRAIL AND SERVICE FEE: Equity Planning intends to pay a fee after the first year to qualifying broker/dealer firms at the equivalent of 0.75% annually, and a Service Fee at the equivalent of 0.25% annually, based on the average daily net asset value of shares sold by such broker/dealers and remaining outstanding on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in the Fund to qualify for payment. ================================================================================ CLASS M SHARES - AVAILABLE ONLY FOR THE FUNDS LISTED BELOW: - -------------------------------------------------------------------------------- CORE EQUITY FUND MULTI-SECTOR FIXED INCOME FUND VALUE EQUITY FUND GROWTH AND INCOME FUND STRATEGIC THEME FUND SMALL CAP VALUE FUND PHOENIX-ENGEMANN GROWTH FUND PHOENIX-ENGEMANN NIFTY FIFTY FUND PHOENIX-ENGEMANN BALANCED RETURN FUND PHOENIX-ENGEMANN GLOBAL GROWTH FUND PHOENIX-ENGEMANN SMALL & MID-CAP PHOENIX-ENGEMANN VALUE 25 FUND GROWTH FUND
DEALER DISCOUNT SALES CHARGE OR AGENCY FEE AMOUNT OF AS PERCENTAGE OF AS PERCENTAGE OF OFFERING PRICE OFFERING PRICE OFFERING PRICE - ------------------------------------------------------------------------------------------------------------------ Less than $50,000 3.50% 3.00% - ------------------------------------------------------------------------------------------------------------------ $50,000 but under $100,000 2.50 2.00 - ------------------------------------------------------------------------------------------------------------------ $100,000 but under $250,000 1.50 1.00 - ------------------------------------------------------------------------------------------------------------------ $250,000 but under $500,000 1.00 1.00 - ------------------------------------------------------------------------------------------------------------------ $500,000 but under $1,000,000 None None - ------------------------------------------------------------------------------------------------------------------
TRAIL: Equity Planning intends to pay a quarterly fee to qualifying broker/dealer firms at the equivalent of 0.50% annually, based on the average daily net asset value of shares sold by such broker/dealers and remaining outstanding on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in the Fund to qualify for payment. ================================================================================ II. A. PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS - -------------------------------------------------------------------------------- Balanced Portfolio Growth Stock Portfolio Enhanced Reserves Portfolio Money Market Portfolio Managed Bond Portfolio U.S. Government Securities Portfolio FINDER'S FEE: Equity Planning may pay broker/dealers, from its own profits and resources, a percentage of the net asset value of Class X and Class Y shares sold as set forth in the table below. If part of any investment is subsequently redeemed within one year of the investment date, the broker/dealer will refund to Equity Planning any such amounts paid with respect to the investment. - ------------------------------------------------------------------------------------------------------------------------------------ PURCHASE AMOUNT 0 to $5,000,000 $5,000,001 to $10,000,000 $10,000,001 or more - ------------------------------------------------------------------------------------------------------------------------------------ PAYMENT TO BROKER/DEALERS 0.50% 0.25% 0.10% - ------------------------------------------------------------------------------------------------------------------------------------
TRAIL: (Class Y shares only): Equity Planning intends to pay broker/dealers a quarterly service fee at the equivalent of 0.25% annually, based on the average daily net asset value of Class Y shares sold by such broker/dealers and remaining outstanding on the Funds' books during the period in which the fee is calculated, subject to future amendment or termination. ================================================================================ II. B. PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS - -------------------------------------------------------------------------------- Phoenix Real Estate Equity Securities Portfolio TRAIL: (Class Y shares only): Equity Planning intends to pay broker/dealers a quarterly service fee at the equivalent of 0.25% annually, based on the average daily net asset value of Class Y shares sold by such broker/dealers and remaining outstanding on the Funds' books during the period in which the fee is calculated, subject to future amendment or termination. PDP80A (2-98) Distributed by Phoenix Equity Planning Corporation, Enfield, CT, 06083 [logo]PHOENIX Annex B To Dealer Agreement With DUFF&PHELPS Phoenix Equity Planning Corporation - -------------------------------------------------------------------------------- Compliance Standards for the Sale of the Phoenix Funds Under Their Alternative Purchase Arrangements As national distributor or principal underwriter of the Phoenix Funds, which offer their shares on both a front-end and deferred sales charge basis, Phoenix Equity Planning Corporation ("PEPCO") has established the following compliance standards which set forth the basis upon which shares of the Phoenix Funds may be sold. These standards are designed for those broker/dealers ("dealers") that distribute shares of the Phoenix Funds and for each dealer's financial advisors/registered representatives. As shares of the Phoenix Funds are offered with two different sales arrangements for sales and distribution fees, it is important for an investor not only to choose a mutual fund that best suits his investment objectives, but also to choose the sales financing method which best suits his particular situation. To assist investors in these decisions and to ensure proper supervision of mutual fund purchase recommendations, we are instituting the following compliance standards to which dealers must adhere when selling shares of the Phoenix Funds: 1. Any purchase of a Phoenix Fund for less than $250,000 may be either of shares subject to a front-end load (Class A shares) or subject to deferred sales charge (Class B shares). 2. Any purchase of a Phoenix Fund by an unallocated qualified employer sponsored plan for less than $1,000,000 may be either of shares subject to a front-end load (Class A shares) or subject to deferred sales charge (Class B shares). Class B shares sold to allocated qualified employer sponsored plans will be limited to a maximum total value of $250,000 per participant. 3. Any purchase of a Phoenix Fund for $250,000 or more (except as noted above) or which qualifies under the terms of the prospectus for net asset value purchase of Class A shares should be for Class A shares. General Guidelines These are instances where one financing method may be more advantageous to an investor than the other. Class A shares are subject to a lower distribution fee and, accordingly, pay correspondingly higher dividends per share. However, because initial sales charges are deducted at the time of purchase, such investors would not have all of their funds invested initially and, therefore, would initially own fewer shares. Investors not qualifying for reduced initial sales charges who expect to maintain their investment for an extended period of time might consider purchasing Class A Shares because the accumulated continuing distribution charges on Class B Shares may exceed the initial sales charge on Class A Shares during the life of the investment. Again, however, such investors must weigh this consideration against the fact that, because of such initial sales charge, not all of their funds will be invested initially. However, other investors might determine that it would be more advantageous to purchase Class B Shares to have all of their funds invested initially, although remaining subject to higher continuing distribution charges and, for a five-year period, being subject to a contingent deferred sales charge (three years for Asset Reserve). A National Association of Securities Dealers rule specifically prohibits "breakpoint sales" of front-end load shares. A "breakpoint sale" is a sale to the client of an amount of front-end load (Class A) shares just below the amount which would be subject to the next breakpoint on the fund's sales charge schedule. Because the deferred sales charge on Class B shares is reduced by 1% for each year the shares are held, a redemption of Class B shares just before an "anniversary date" is in some ways analogous to a breakpoint sale. A client might wish to redeem just before an anniversary date for tax or other reasons, and a client who chose to wait would continue to be at market risk. Nevertheless, investment executives should inform clients intending to redeem Class B shares near an anniversary date that, if the redemption were delayed, the deferred sales charge would be reduced. Responsibilities of Branch Office Manager (or other appropriate reviewing officer). A dealer's branch manger or other appropriate reviewing officer ("the Reviewing Officer") must ensure that the financial advisor/registered representative has advised the client of the available financing methods offered by the Phoenix Funds, and the impact of choosing one method over another. In certain instances, it may be appropriate for the Reviewing Officer to discuss the purchase directly with the client. The reviewing officer should review purchases for Class A or Class B shares given the relevant facts and circumstances, including but not limited to: (a) the specific purchase order dollar amount; (b) the length of time the investor expects to hold his shares; and (c) any other relevant circumstances, such as the availability of purchases under letters of intent or pursuant to rights of accumulation and distribution requirements. The foregoing guidelines, as well as the examples cited above, should assist the Reviewing Officer in reviewing and supervising purchase recommendations and orders. Effectiveness These compliance guidelines are effective immediately with respect to any order for shares of those Phoenix Funds which offer their shares pursuant to the alternative purchase arrangement. Questions relating to these compliance guidelines should be directed by the dealer to its national mutual fund sales and market group or its legal department or compliance director. PEPCO will advise dealers in writing of any future changes in these guidelines. PEP80B 11/95 EX-99.B6.3 4 SUPPLEMENT TO SALES AGREEMENT Exhibit 6.3 SUPPLEMENT TO PHOENIX FAMILY OF FUNDS SALES AGREEMENT PHOENIX EQUITY PLANNING CORPORATION SUPPLEMENT TO PHOENIX FAMILY OF FUNDS SALES AGREEMENT It is hereby agreed that this AGREEMENT, dated this __________ day of __________, 19__, between ________________________________________ ("Dealer") and Phoenix Equity Planning Corporation ("Distributor"), supplements and amends the Sales Agreement between Dealer and Distributor dated by Distributor _______________________ 19__ ("Sales Agreement'). WHEREAS, Dealer wishes to use shares of the Funds in a fee-based program made available by Dealer to clients of Dealer (the "Fee-Based Program"); WHEREAS, Dealer wishes to afford its fee-based clients the opportunity to qualify for the ability to purchase shares of the Funds at net asset value; and WHEREAS, Distributor is willing to allow Dealer to purchase shares of the Funds for clients in the Fee-Based Program subject to the provisions of this agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, Dealer and Distributor hereby agree as follows: 1. Dealer may sell shares of any Funds made available by Distributor, from time to time, at net asset value to bona fide clients of Dealer for use solely in their Fee-Based Program. Dealer will earn no concession or commission on any such sale. 2. Distributor, after consulting Dealer, will determine, from time to time, which Funds it will make available to Dealer for use in the Fee-Based Program. Dealer will comply with all provisions of the Prospectus and Statement of Additional Information of each Fund. 1 3. All shares made available to Dealer under the Fee-Based Program must be purchased by Dealer for the benefit of Dealer's clients participating in its Fee-Based Program under which Dealer provides portfolio management and other services to such clients for a fee. Such fee to be paid in connection with investment in the Funds shall at all times be at a level acceptable to Distributor. Dealer acknowledges that it has sent the Distributor the current fee schedule for the Fee-Based Program and Dealer agrees to notify Distributor at least thirty (30) days in advance in writing of any amendment to such fee schedule. The current fee schedule is attached. Dealer shall not prepare, use or distribute brochures, written materials or advertising in any form that refers to sales of the Funds as no-load or at net asset value except, in the case of brochures, it may refer to the Funds as available at net asset value under the Fee-Based Program if the fees and expenses of the Fee-Based Program are given at least equal prominence. Notwithstanding the foregoing, in connection with explaining the fees and expenses of the Fee-Based Program, representatives of Dealer may describe to customers the option of purchasing Fund shares through the Fee-Based Program at net asset value. 4. Distributor warrants that all necessary disclosures regarding the sale of shares at net asset value will be set forth in the Prospectus and Statement of Additional Information of the Funds available under this Agreement. 5. Dealer may maintain either an omnibus account(s) solely for the clients of its Fee-Based program or may maintain separate accounts for each client of its Fee-Based Program with the Fund's transfer agent. If an omnibus account(s) is maintained, Dealer shall be solely responsible for meeting all legal obligations with respect to each beneficial owner including, but not limited to, the delivery of proxies, annual and semi-annual reports and other materials. 6. This Agreement shall be governed and interpreted in accordance with the laws of the State of Connecticut. This Agreement shall not relieve Dealer or Distributor from any obligations either may have under any other agreements between them (except with respect to the payment of service fees), including but not limited to the Sales Agreement, which is incorporated by reference herein and shall control in case of any conflict with this Agreement. 7. Distributor is not endorsing, recommending or otherwise involved in providing any investment product or advisory service of Dealer (including but not limited to the Fee-Based Program). Distributor is merely affording Dealer the opportunity to use shares of the Funds distributed by Distributor as an investment medium for the Fee-Based Program. 8. This Agreement is not exclusive and may be terminated by either party upon sixty (60) days prior written notice to the other party. It shall terminate automatically upon termination of the Sales Agreement between the parties. This Agreement may be amended only by a written instrument, signed by both parties. IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth above by a duly authorized officer of each party. 2 PHOENIX EQUITY PLANNING CORPORATION By: _______________________________________ John F. Sharry Managing Director, Retail Sales Dealer: _____________________________ By: _________________________________ Name: _______________________________ Title: ______________________________ Address: ____________________________ ____________________________ ____________________________ Phone: ______________________________ Phoenix Equity Planning Corporation 100 Bright Meadow Boulevard P O Box 2200 Enfield, CT 06083-2200 (230) 253-1000 3 EX-99.B6.4 5 SALES CONTRACT Exhibit 6.4 FINANCIAL INSTITUTION SALES CONTRACT FOR THE PHOENIX FAMILY OF FUNDS FINANCIAL INSTITUTION SALES CONTRACT FOR THE PHOENIX FAMILY OF FUNDS Between: and PHOENIX EQUITY PLANNING CORPORATION Distributor of: The Phoenix Family of Funds 100 Bright Meadow Blvd. P.O. Box 2200 Enfield, CT 06083-2200 As distributor of The Phoenix Family of Funds (the "Funds"), we agree that you may make available to your customers, under an agency relationship with your customers, shares of beneficial interest issued by the Funds (the "Shares"), subject to any limitation imposed by the Funds and to confirmation by us of each transaction. By your acceptance hereof, you agree to all of the following terms and conditions: I. Offering Prices and Fees The public offering price at which you may make Shares available to your customers is the net asset value thereof, as computed from time to time, plus any applicable sales charge described in the then current prospectus of the applicable Fund. In the case of purchases by you, as agent for your customers, of shares sold with a sales charge, you will receive an agency fee consisting of a portion of the public offering price, determined on the same basis as the "dealer discount" described in the then current Prospectus of the Funds, and such other compensation to dealers as may be described therein, which shall be payable to you at the same time and on the same basis as the same is paid to such dealers, consistent with applicable law, rules and regulations. In determining the amount of any agency fee payable to you hereunder, we reserve the right to revise the agency fee referred to herein upon written notice to you. We will furnish you upon request with the public offering prices for the Shares and you agree to quote such prices in connection with any Shares made available by you as agent for your customers. Each purchase of Shares by your customers is made subject to confirmation by us at the public offering price next computed after receipt of the order. There is no sales charge or agency fee to you on the reinvestment of dividends and distributions. II. Manner of Making Shares Available for Purchase We will, upon request, deliver to you a copy of each Fund's then current Prospectus and will provide you with such number of copies of each Fund's current Prospectus, Statement of Additional Information and shareholder reports and of supplementary sales materials prepared by us, as you may reasonably request. It shall be your obligation to ensure that all such information and materials are distributed to your customers who own Shares in accordance with securities and/or banking law and regulations and any other applicable regulations. Neither you nor any other person is authorized to give any information or make any representations other than those contained in such prospectuses, Statements of Additional Information and shareholder reports or in such supplemental sales materials. You shall not furnish or cause to be furnished to any person, display or publish any information or materials relating to any Fund (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or similar material), except such information and materials as may be furnished to you by us or the Fund, and such other information and materials as may be approved in writing by us. We reserve the right to reject any purchases for any accounts which we reasonably determine are not made in accordance with the terms of the applicable Fund Prospectus and the provisions of this Agreement. You hereby agree: (i) to not purchase any Shares as agent for any customer, unless you deliver or cause to be delivered to such customer, at or prior to the time of such purchase, a copy of the then-current Prospectus of the applicable Fund unless such customer has acknowledged receipt of the Prospectus of such Fund. You hereby represent that you understand your obligation to deliver a prospectus to customers who purchase Shares pursuant to federal securities laws and you have taken all necessary steps to comply with such prospectus delivery requirements; PEP 613 12-92 (ii) to transmit to us promptly upon receipt any and all orders received by you, it being understood that no conditional orders will be accepted; (iii) to obtain from each customer for whom you act as agent for the purchase of Shares any taxpayer identification number certification and backup withholding information required under the Internal Revenue Code, as amended from time to time (the "Code"), and the regulations set forth thereunder, or other sections of the Code which may become applicable and to provide us or our designee with timely written notice of any failure to obtain such taxpayer identification number certification or information in order to enable the implementation of any required backup withholding in accordance with the Code and the regulations thereunder; (iv) to pay to us the offering price, less any agency fee to which you are entitled, within five (5) business days of our confirmation of your customer's order, or such shorter time as may be required by law. You may, subject to our approval, remit the total public offering price to us, and we will return to you your agency fee. If such payment is not received within said time period, we reserve the right, without prior notice, to cancel the sale, or at our option to return the Shares to the issuer for redemption or repurchase. In the latter case, we shall have the right to hold you responsible for any loss resulting to us. Should payment be made by local bank check, liquidation of Shares may be delayed pending clearance of your check; and (v) to offer and sell Shares, and execute telephone transactions only in accordance with the terms and conditions of the then current prospectuses of the relevant Funds and to make no representations not contained in any such prospectus or in any authorized supplemental material supplied to you. In addition, in consideration for the extension of the right to exercise telephone transaction privileges, you acknowledge that neither the Funds nor the Transfer Agent nor Equity Planning will be liable for any loss, injury or damage incurred as a result of acting upon, nor will they be responsible for the authenticity of, any telephone instructions, and you agree to indemnify and hold harmless the Funds, Equity Planning and the Transfer Agent against any loss, injury or damage resulting from any unauthorized telephone transaction instruction from you or your representatives. (Telephone instructions will be recorded on tape). Unless otherwise mutually agreed in writing or except as provided below, each transaction placed by you shall be promptly confirmed by us in writing to you, and shall be confirmed to the customer promptly upon receipt by us of instructions from you as to such customer. In the case of a purchase order by customer's application, each transaction shall be promptly confirmed in writing directly to the customer and a copy of each confirmation shall be sent simultaneously to you. You understand that in the case of an Omnibus Account we shall send a confirmation to you as the shareholder of record only. We reserve the right, at our discretion and without notice, to suspend the sale of Shares or withdraw entirely the sale of Shares of any or all of the Funds. All orders are subject to acceptance or rejection by us in our sole discretion, and by the Funds in their sole discretion. The procedure stated herein relating to the pricing and handling of orders shall be subject to instructions which we may forward to you from time to time. III. Compliance With Law You hereby represent that you are either (1) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and at the time of each transaction in shares of the Funds, are not required to register as a broker-dealer under the Exchange Act or regulations thereunder; or (2) registered as a broker-dealer under the Exchange Act, a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") and affiliated with a bank. (i) If you are a bank, not required to register as a broker-dealer under the Exchange Act, you further represent and warrant to us that with respect to any sales in the United States, you will use your best efforts to ensure that any purchase of Shares by your customers constitutes a suitable investment for such customers. You shall not effect any transaction in, or induce any purchase or sale of, any Shares by means of any manipulative deceptive or other fraudulent device or contrivance and shall otherwise deal equitable and fairly with your customers with respect to transactions in Shares of a Fund. -2- (ii) If you are a NASD member broker-dealer affiliated with a bank and registered under the Exchange Act, you further represent and warrant to us that with respect to any sales in the United States, you agree to abide by all of the applicable laws, rules and regulations including applicable provisions of the Securities Act of 1933 as amended, and the applicable rules and regulations of the NASD, including, without limitation, its Rules of Fair Practice, and the applicable rules and regulations of any jurisdiction in which you make Shares available for sale to your customers. You agree not to make available for sale to your customers the Shares in any jurisdiction in which the Shares are not qualified for sale or in which you are not qualified as a broker-dealer. We shall have no obligation or responsibility as to your right to make Shares of any Fund available to your customers in any jurisdiction. You agree to notify us immediately in the event of (a) your expulsion or suspension from the NASD or your becoming subject to any enforcement action by the Securities and Exchange Commission, NASD, or any other self-regulatory organization, or (b) your violation of any applicable federal or state law, rule or regulation including, but not limited to, those of the SEC, NASD, or other self-regulatory organization, arising out of or in connection with this Agreement, or which may otherwise affect in any material way your ability to act in accordance with the terms of this Agreement. You shall not make Shares of any Fund available to your customers, including your fiduciary customers, except in compliance with all federal and state laws and rules and regulations of regulatory agencies or authorities applicable to you, or any of your affiliates engaging in such activity, which may affect your business practices. You confirm that you are not in violation of any banking law or regulations to which you are subject. You agree to hold us and the Funds harmless and indemnify us in the event that you or any of your representatives should violate any law, rule or regulation or any provisions of this Agreement. In the event that we determine to refund any amounts paid by a customer in connection with any such violation on your part, you shall forfeit the right to the amount of any agency fee allowed by us with respect to the transaction for which the refund is made. All expenses which you incur in connection with your activities under this Agreement shall be borne by you. IV. Relationship With Customer With respect to any and all transactions in the Shares of any Fund pursuant to this Agreement, it is understood and agreed in each case that: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer or upon receiving instructions directly from your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all Shares; and (v) each transaction shall be for the account of your customer and not for your account. Subject to the foregoing, however, you may maintain record ownership of such customers' Shares in an "Omnibus Account" or an account registered in your name or the name of your nominee, for the benefit of such customers. You understand that such Shares must be held in a separate account for each shareholder of such Funds. You represent and warrant to us that you will have full right, power and authority to effect transactions (including, without limitation, any purchases and redemptions) in Shares on behalf of all customer accounts provided by you. V. Relationship With Financial Institutions Your obligations to us under this Agreement are subject to all the provisions of the respective distribution agreements entered into between us and each of the Funds. You understand and agree that in performing your services under this Agreement you are acting in the capacity of an independent contractor, and we are in no way responsible for the manner of your performance or for any of your acts or omissions in connection therewith. It is further understood that neither this Agreement nor the performance of the services of the respective parties hereunder shall be considered to constitute an exclusive arrangement, or to create a partnership, association or joint venture between you and us. In making available Shares of the Funds under this Agreement, nothing herein shall be construed to constitute you or any of your agents, employees or representatives as our agent or employee, or as an agent or employee of the Funds, and you shall not make any representations to the contrary. As distributor of the Funds, we shall have full authority to take such action as we may deem advisable in respect of all matters pertaining to the distribution of the Shares. We shall not be under any obligation to you, except for obligations expressly assumed by us in this Agreement. -3- VI. Termination Either party hereto may terminate this Agreement, without cause, upon ten days' written notice to the other party. We may terminate this Agreement for cause upon the violation by you of any of the provisions hereof, such termination to become effective on the date such notice of termination is mailed to you. If you are registered as a broker-dealer and affiliated with a bank, this Agreement shall terminate automatically if either Party ceases to be a member of the NASD. VII. Assignability This Agreement is not assignable or transferable, except that we may assign or transfer this Agreement to any successor distributor of the Funds. VIII. Miscellaneous (i) All communications mailed to us should be sent to the above address. Any notice to you shall be duly given if mailed or delivered to you at the address specified by you below. (ii) This Agreement constitutes the entire agreement and understanding between the parties and supersedes any and all prior agreements between the parties. (iii) This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. Very truly yours, PHOENIX EQUITY PLANNING CORPORATION By _________________________________________ Authorized Signature ____________________________________________ Name and Title We accept and agree to the foregoing Agreement as of the date set forth below Financial Institution: __________________________________ By _________________________________________ Authorized Signature, Title ____________________________________________ ____________________________________________ Address (NASD CRD # if applicable _________________ ) Date: ______________________________________ Please return the signed copy of this Sales Contract to Phoenix Equity Planning Corporation at the above address. EX-99.B9.2 6 SUB-TRANSFER AGENT AGREEMENT Exhibit 9.2 SUB-TRANSFER AGENT AGREEMENT SUB-TRANSFER AGENCY AND SERVICE AGREEMENT between PHOENIX EQUITY PLANNING CORPORATION and STATE STREET BANK AND TRUST COMPANY TABLE OF CONTENTS 1. Terms of Appointment; Duties of the Bank and 1-4 Transfer Agent 2. Fees and Expenses 4 3. Bank as Trustee or Custodian of Retirement Plans 4-5 4. Wire Transfer Operating Guidelines 5-7 5. Data Access and Proprietary Information 7-8 6. Indemnification 8-9 7. Standard of Care 10 8. Covenants of the Transfer Agent and the Bank 10 9. Representations and Warranties of the Bank 11 10. Representations and Warranties of the Transfer Agent 11 11. Termination of Agreement 12 12. Assignment 12 13. Amendment 12 14. Massachusetts Law to Apply 13 15. Force Majeure 13 16. Consequential Damages 13 17. Limitation of Shareholder Liability 13 18. Merger of Agreement 13 19. Counterparts 13 AGREEMENT effective as of the 1st day of June, 1994, by and between PHOENIX EQUITY PLANNING CORPORATION, a Connecticut corporation, having its principal office and place of business at 100 Bright Meadow Boulevard, Enfield, Connecticut, 06083, (the "Transfer Agent"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Bank"); WHEREAS, the Transfer Agent has been appointed by each of the investment companies (including each series thereof) listed on Schedule A (the "Fund(s)"), each an open-end diversified management investment company registered under the Investment Company Act of 1940 as amended, as transfer agent, dividend disbursing agent and shareholder servicing agent in connection with certain activities, and the Transfer Agent has accepted each such appointment; WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service Agreement with each of the Funds (including each series thereof) listed on Schedule A pursuant to which the Transfer Agent is responsible for certain transfer agency and dividend disbursing functions for each Fund's shares ("Shares") and each Fund's shareholders ("Shareholders") and the Transfer Agent is authorized to subcontract for the performance of its obligations and duties thereunder in whole or in part with the Bank; WHEREAS, the Transfer Agent desires to appoint the Bank as sub-transfer agent, and the Bank desires to accept such appointment; NOW, THEREFORE, in consideration of the mutual covenant herein contained, the parties hereto agree as follows: 1. Duties of the Bank and the Transfer Agent 1.1 Subject to the terms and conditions set forth in this Agreement, the Bank shall act as the Transfer Agent's non-exclusive sub-transfer agent for Shares in connection with any accumulation plan, open-account, dividend reinvestment plan, retirement plan or similar plan provided to Shareholders and set out in each Fund's currently effective prospectus and statement of additional information ("Prospectus"), including without limitation any periodic investment plan or periodic withdrawal program. As used herein the term "Shares" means the authorized and issued shares of common stock, or shares of beneficial interest, as the case may be, for each Fund listed in Schedule A. In accordance with procedures established from time to time by agreement between the Transfer Agent and the Bank, the Bank and Transfer Agent shall provide the services listed in this Section 1. (a) According to the service responsibility schedule attached hereto for Shareholder accounts and record-keeping the Bank or the Transfer Agent shall: (i) receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the custodian of each Fund authorized pursuant to the articles of incorporation or organization of each Fund (the "Custodian"); (ii) pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; (iii) receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian; (iv) in respect to the transactions in items (i), (ii), and (iii) above, the Bank shall execute transactions directly with broker-dealers authorized by each Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) prepare and transmit payments for dividends and distributions declared by each Fund; (viii) issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Bank of indemnification satisfactory to the Bank and protecting the Bank and each Fund, and the Bank at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) maintain records of account for and advise the Transfer Agent and its Shareholders as to the foregoing; (x) record the issuance of Shares of each Fund and maintain pursuant to Rule 17Ad-10 (e) of the Securities Exchange Act of 1934 as amended (the "Exchange Act") a record of the total number of Shares of each Fund that are authorized, based upon data provided to it by each Fund or the Transfer Agent and issued and outstanding, the Bank shall also provide each Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issues or sale of such Shares, which functions shall be the sole responsibility of each Fund or the Transfer Agent. 1.2 (a) For reports, the Bank shall: (i) maintain all Shareholder accounts, prepare meeting, proxy, and mailing lists, withhold taxes on U.S. resident and non-resident alien accounts, prepare and file U.S. Treasury reports required with respect to dividends and distributions by federal authorities for all Shareholders, prepare confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder account information. (b) For blue sky reporting the Bank shall provide a system that will enable each Fund or the Transfer Agent to monitor the total number of Shares sold in each State, and each Fund or the Transfer Agency shall: (i) identify to the Bank in writing those transactions and assets to be treated as exempt from blue sky reporting for each State; and (ii) verify the establishment of transactions for each State on the system prior to activity for each State, the responsibility of the Bank for each Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund or the Transfer Agent and the reporting of such transactions to the Fund as provided above. 1.3 Per the attached service responsibility schedule procedures as to who shall provide certain of the services in Section 1 may be established from time to time by agreement between the Transfer Agent and the Bank. The Bank may at times perform only a portion of these services and the Transfer Agent may perform these services on each Fund's behalf. 1.4 The Bank shall provide additional services on behalf of the Transfer Agent (i.e., escheat services) as may be agreed upon in writing between the Bank and the Transfer Agent. 2. Fees and Expenses 2.1 For the performance by the Bank pursuant to this Agreement, the Transfer Agent agrees to pay the Bank an annual maintenance fee for each Shareholder account as set out in the initial fee schedule attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.2 below may be changed from time to time subject to mutual written agreement between the Transfer Agent and the Bank. For purposes hereof the term account should refer to any Shareholder account designated as such on the DST mutual fund system (or any replacement system) provided further that so called omnibus accounts shall be considered to be a single account. 2.2 In addition to the fees paid under Section 2.1 above, the Transfer Agent agrees to reimburse the Bank for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by the Bank at the request or with the consent of the Transfer Agent, will be reimbursed by the Transfer Agent. 2.3 The Transfer Agent agrees to pay all fees and reimbursable expenses within five days following the receipt of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all accounts shall be advanced to the Bank by the Transfer Agent at least seven (7) days prior to the mailing date of such materials. 3. Bank as Trustee or Custodian of Retirement Plans As agreed upon in writing between the parties, the Bank and Transfer Agent agree that the Bank may serve as the named custodian or trustee of individual retirement accounts established under section 408 of the Internal Revenue Code (the "Code"), tax-sheltered plans established under section 403 (b) of the Code, qualified plans under section 401(a) of the Code, or money purchase plans, pension plans or profit sharing plans with a cash deferred arrangement under section 401(k) of the Code (collectively "Retirement Plans"). 3.1 The Bank shall provide certain recordkeeping services as more fully described in the TRAC-2000 Procedures manual provided to the Fund for Shareholders who become plan participants of Retirement Plans using TRAC-2000 System. 3.2 The Bank shall: (a) have no investment responsibility for the selection of investments, no liability for any investments made for Retirement Plans other than to maintain custody and provide recordkeeping of the investments subject to the terms of the Agreement; and (b) not serve as "Plan Administrator" (as defined in the Employee Retirement Income Securities Act of 1974, as amended) of any Retirement Plan, or in any other administrative capacity or other capacity except as trustee or custodian thereof, the Bank shall not keep records of Retirement Plan accounts except as provided herein. 3.3 The Transfer Agent agrees that in any communications from the Transfer Agent or the Funds to any prospective or actual Shareholder, neither the Funds nor the Transfer Agent shall state or represent that the Bank has any investment discretion or other power concerning investments of any Retirement Plan or the Bank shall serve as plan administrator or have any administrative or other responsibility for the administration or operation of any Retirement Plan. The Funds, the Funds' designee, or the Transfer Agent as may be required to comply with the Code and all other applicable federal and state laws shall: (a) serve as third party administrators of all Retirement Plans; and (b) provide all Retirement Plan prototype document design, tax form preparation (excluding services performed by the Bank under section 1.2 of this Agreement), discrimination testing and consulting about Retirement Plan qualification and maintenance. 4. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code 4.1 The Bank is authorized to promptly debit the appropriate Transfer Agent account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Bank has been instructed to transfer. The Bank shall execute payment orders in compliance with the Security Procedure and with the Transfer Agent instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time-frame will be deemed to have been received the next business day. 4.2 The Transfer Agent acknowledges that the Security Procedure it has designated on the Transfer Agent Selection Form was selected by the Transfer Agent from Security Procedures offered by the Bank. The Transfer Agent shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Bank in writing. The Transfer Agent must notify the Bank immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Transfer Agent's authorized personnel. The Bank shall verify the authenticity of all such instructions according to the Security Procedure. 4.3 The Bank shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. 4.4 When the Transfer Agent initiates or receives Automated Clearing House ("ACH") credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Bank will act as an Originating Depository Financial Institution and/or receiving depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Bank with respect to an ACH credit entry are provisional until the Bank receives final settlement for such entry from the Federal Reserve Bank. If the Bank does not receive such final settlement, the Transfer Agent agrees that the Bank shall receive a refund of the amount credited to the Transfer Agent in connection with such entry, and the party making payment to the Transfer Agent via such entry shall not be deemed to have paid the amount of the entry. 4.5 The Bank reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Bank's receipt of such payment order; (b) if initiating such payment order would cause the Bank, in the Bank's sole judgement, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to the Bank; or (c) if the Bank, in good faith, is unable to satisfy itself that the transaction has been properly authorized. 4.6 The Bank shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Bank reasonable opportunity to act. However, the Bank assumes liability if the request for amendment or cancellation cannot be satisfied. 4.7 The Bank shall assume no responsibility for failure to detect any erroneous payment order provided that the Bank complies with the payment order instructions as received and the Bank complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders. 4.8 The Bank shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order unless the Bank is notified of the unauthorized payment order within (30) days or notification by the Bank of the acceptance of such payment order. In no event (including failure to execute a payment order) shall the Bank be liable for special, indirect or consequential damages, even if advised of the possibility of such damages. 4.9 Confirmation of Bank's execution of payment orders shall ordinarily be provided within 24 hours notice of which may be delivered through the Bank's proprietary information systems, or by facsimile or call-back. Client must report any objections to the execution of an order within 30 days. 5. Data Access and Proprietary Information 5.1 The Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and other information furnished to the Transfer Agent by the Bank are provided solely in connection with the services rendered under this Agreement and constitute copyrighted trade secrets or proprietary information of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information". The Transfer Agent agrees that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as expressly permitted hereunder. The Transfer Agent agrees for itself and its employees and agents: (a) to use such programs and databases (i) solely on the Transfer Agent's computers, or (ii) solely from equipment at the locations agreed to between the Transfer Agent and the Bank and (iii) in accordance with the Bank's applicable user documentation; (b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Transfer Agents computers) any part of any Proprietary Information; (c) to refrain from obtaining unauthorized access to any programs, data or other information not owned by the Transfer Agent, and if such access if accidently obtained, to respect and safeguard the same Proprietary Information; (d) to refrain from causing or allowing information transmitted from the Bank's computer to the Transfer Agent's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Bank, such permission not to be unreasonably withheld; (e) that the Transfer Agent shall have access only to those authorized transactions as agreed to between the Transfer Agent and the Bank; and (f) to honor reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law and under applicable statutes. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 5. The obligations of this Section 5 shall survive any earlier termination of this Agreement. 6. Indemnification 6.1 The Bank shall not be responsible for, and the Transfer Agent shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payment, expenses and liability arising out of or attributable to: (a) all actions of the Bank or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct; (b) the Transfer Agents' lack of good faith, negligence or willful misconduct; (c) the reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors from the Transfer Agent or its duly authorized representative, and (ii) have been prepared, maintained or performed by the Transfer Agent including but not limited to any previous transfer agent or registrar excluding the Bank; (d) the reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Transfer Agent; (e) the offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. 6.2 At any time the Bank may apply to any officer of the Transfer Agent for instructions, and may consult with legal counsel acceptable to the Transfer Agent with respect to any matter arising in connection with the services to be performed by the Bank under this Agreement, and the Bank and its agents or subcontractors shall not be liable and shall be indemnified by the Transfer Agent for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Bank, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Transfer Agent, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Bank or its agents or subcontractors by machine readable input, telex, tape, CRT data entry or other similar means authorized by the Transfer Agent, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Transfer Agent. The Bank, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar. 6.3 In order that the indemnification provisions contained in this Section 6 shall apply, upon the assertion of a claim for which the Transfer Agent may be required to indemnify the Bank, the Bank shall promptly notify the Transfer Agent of such assertion, and shall keep the Transfer Agent advised with respect to all developments concerning such claim. The Transfer Agent shall have the option to participate with the Bank in the defense of such claim or to defend against said claim in its own name or in the name of the Bank. The Bank shall in no case confess any claim or make any compromise in any case in which the Transfer Agent may be required to indemnify the Bank except with the Transfer Agent's prior written consent. 6.4 The indemnity provisions of Section 6 shall survive any earlier termination of this Agreement. 7. Standard of Care The Bank shall at all times act in good faith and agrees to use its best efforts to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees. 8. Covenants of the Transfer Agent and the Bank 8.1 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Transfer Agent for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.2 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of each Fund or the Transfer Agent and will be preserved, maintained and made available in accordance with such section and rules, for monitoring by the Transfer Agent, and will be surrendered promptly to the Transfer Agent on and in accordance with its request. The Bank shall furnish adequate resources and office space in order to allow the Transfer Agent or any governmental authority to inspect all books, procedures, information and records required hereby. 8.3 The Bank and the Transfer Agent agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 8.4 In case of any requests or demands for the inspection of the Shareholder records of the Transfer Agent, the Bank will endeavor to notify the Transfer Agent and to secure instructions from an authorized officer of the Transfer Agent as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person, whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. 9. Representations and Warranties of the Bank The Bank represents and warrants to the Transfer Agent that: (a) it is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts; (b) it is duly qualified to carry on its business in the Commonwealth of Massachusetts; (c) it is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement; (d) all requisite corporation proceedings have been taken to authorize it to enter into and perform this Agreement; (e) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (f) it is registered as a transfer agent under Section 17A(c)(2) of the Exchange Act. 10. Representations and Warranties of the Transfer Agent The Transfer Agent represents and warrants to the Bank that: (a) it is a Connecticut corporation duly organized and existing and in good standing under the laws of Connecticut; (b) it is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; (c) all corporate proceedings required by said articles of incorporation and by-law have been taken to authorize it to enter into and perform this Agreement; (d) it is registered as a transfer agent under Section 17A(c)(2) of the Exchange Act. 11. Termination of Agreement 11.1 This Agreement shall continue for a period of three years (the "Initial Term") and be renewed or terminated as stated below. 11.2 This Agreement shall terminate upon the termination of the Transfer Agency Agreement between the Funds and the Transfer Agent. 11.3 This Agreement may be terminated or renewed after the Initial Term by either party upon ninety (90) days written notice to the other. 11.4 Should either party exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the party exercising its right to terminate. Additionally, the party receiving the notice to terminate reserves the right to charge the terminating party for any other reasonable expenses associated with such termination. 12. Assignment 12.1 Except as provided in Section 12.3 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. 12.2 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 12.3 The Bank may, without further consent on the part of the Transfer Agent, subcontract for the performance hereof with (a) Boston Financial Data Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as a transfer agent pursuant to Section 17A (c)(2) of the Exchange Act ("Section 17A (c)(2); (b) National Financial Data Services, Inc., a subsidiary of BFDS duly registered as a transfer agent pursuant to Section 17A (c)(2) or (c) a BFDS affiliate; provided, however, that the Bank shall be as fully responsible to the Transfer Agent for the acts and omissions of any subcontractor as it is for its own acts and omissions. 13. Amendment This Agreement may be amended or modified by a written agreement executed by both parties. 14. Massachusetts Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. 15. Force Majeure In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. 16. Consequential Damages Neither party to this agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder. 17. Limitations of Shareholder Liability The Bank hereby expressly acknowledges that recourse against the Funds shall be subject to those limitations provided by governing law and the Declaration of Trust of the Funds, as applicable, and agrees that obligations assumed by the Funds pursuant to the Transfer Agency Agreement shall be limited in all cases to the Funds and their respective assets. The Bank shall not seek satisfaction from the Shareholders or any Shareholders of the Funds, nor shall the Bank seek satisfaction of any obligations from the Trustees/Directors or any individual Trustee/Director of the Funds. 18. Merger of Agreement This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. 19. Counterparts This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the 21st day of July 1994. PHOENIX EQUITY PLANNING CORPORATION BY: /s/ William R. Moyer --------------------------------------- William R. Moyer Senior Vice President, Finance ATTEST: /s/Patricia O. McGlaughlin - ----------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/Donald E. Logue --------------------------- Executive Vice President ATTEST: /s/S. Cesso - ------------------------------- STATE STREET BANK & TRUST COMPANY FEE SCHEDULE FEE INFORMATION FOR SERVICES AS PLAN TRANSFER AND DIVIDEND DISBURSEMENT AGENT THE PHOENIX FUNDS PHOENIX SERIES FUNDS PHOENIX HIGH YIELD FUND SERIES--A & B SHARES *NATIONAL BOND FUND MERGED WITH A SHARES PHOENIX U.S. GOVERNMENT SECURITIES FUND SERIES--A & B SHARES *NATIONAL FEDERAL SECURITIES TRUST MERGED WITH A SHARES PHOENIX BALANCED FUND SERIES--A & B SHARES PHOENIX CONVERTIBLE FUND SERIES--A & B SHARES PHOENIX GROWTH FUND SERIES--A & B SHARES PHOENIX MONEY MARKET FUND SERIES--A & B SHARES PHOENIX MULTI PORTFOLIO FUNDS PHOENIX TAX EXEMPT BOND PORTFOLIO--A & B SHARES *NATIONAL SECURITIES TAX EXEMPT BONDS MERGED WITH A SHARES PHOENIX CAPITAL APPRECIATION PORTFOLIO--A & B SHARES PHOENIX INTERNATIONAL PORTFOLIO--A & B SHARES PHOENIX ENDOWMENT EQUITY PORTFOLIO PHOENIX ENDOWMENT FIXED-INCOME PORTFOLIO OTHER PHOENIX FUNDS PHOENIX TOTAL RETURN FUND, INC.--A & B SHARES *NATIONAL TOTAL RETURN MERGED WITH A SHARES PHOENIX MULTI-SECTOR FIXED INCOME FD, INC.--A & B SHARES *PHOENIX HIGH QUALITY MERGED WITH A SHARES PHOENIX EQUITY OPPORTUNITIES FUND--A & B SHARES *A SHARES FORMERLY NATIONAL STOCK FUND PHOENIX WORLDWIDE OPPORTUNITIES FUND--A & B SHARES PHOENIX INCOME AND GROWTH FUND--A & B SHARES PHOENIX CALIFORNIA TAX EXEMPT BOND FUND--A & B SHARES PHOENIX ASSET RESERVE--A & B SHARES STATE STREET BANK & TRUST COMPANY FEE SCHEDULE FEE INFORMATION FOR SERVICES AS PLAN TRANSFER AND DIVIDEND DISBURSEMENT AGENT THE PHOENIX FUNDS State Street shall charge PEPCO an annual fee based on a per shareholder account per fund class for the next three (3) years equal to the following: PHOENIX FEE SCHEDULE Annual Per Account Fee 1994 $6.75 1995-1996* 1-600,000 ACCTS $7.00 600,000-1,000,000 ACCTS $6.75 OVER 1,000,000 ACCTS $6.60 Monthly Minimum/Fund Applied to Acct. Fee $1,500.00 Annual Closed Account Fee $1.20 Checkwriting Fees: Per Check Cleared $1.00 Privilege Set-Up $5.00 Annual 12(B)1 Fee (Billed Quarterly) $1.00 Annual Investor Processing Fee (Per Investor) $1.80 Other Fees: (1994-1996) Management $27.00-$37.00 Per Hr. Per FTE Fund Administrator $29.00 Per Hr. Per FTE All Transfer Agent Functions $22.50 Per Hr. Per FTE Liaisons Over 4,000/mth $26.00 Per Item [bullet] This schedule is based on 700K accounts, 26 funds, and 4,000 liaison items. [bullet] If the account base decreases significantly, the per account fee will be reviewed by both parties. [bullet] If 12(B)1 product is discontinued the annual per account fee will be increased by $1.00 [bullet] [bullet] Additional Fund Administrators will be added as new funds are opened (ratio 1:8) and charged as detailed above. [bullet] This schedule does not include fees for Image terminals, conversions, acquisitions, customer service, audio response, 401 recordkeeping, new product lines, and out-of-pockets. In witness whereof, Phoenix Equity Planning Corporation and State Street Bank and Trust Company have agreed upon this fee schedule and have caused this fee schedule to be executed in their names and on their behalf through their duly authorized officers for the next three years. PHOENIX EQUITY PLANNING CORPORATION STATE STREET BANK & TRUST CO. By /s/Edward P. Hourihan By /s/ Mark Toomey ------------------------ -------------------------- Title Vice President Title Vice President Date 7/15/94 Date 7/12/74 *The fee for this period shall be adjusted by the parties to reflect then prevailing levels of service furnished by State Street. SUB-TRANSFER AGENCY AND SERVICE AGREEMENT SERVICE RESPONSIBILITY SCHEDULE
FUNCTIONAL PEPCO BFDS RESPONSIBILITIES (Transfer Agent) (Sub Transfer Agent) A. Transmission Processing: Remittance Cash Processing X New Account Setup [bullet] Regular X [bullet] Fiduciary X [bullet] Quality Assurance X Transfers [bullet] Regular X [bullet] Fiduciary X [bullet] Dealer X [bullet] Quality Assurance X Redemptions [bullet] Regular X [bullet] Fiduciary X [bullet] Quality Assurance X Wire Order [bullet] Set-Up X [bullet] Settlement X [bullet] Quality Assurance X [bullet] Monitoring of Outstanding Trades X Maintenance [bullet] Registration X [bullet] Rep/Dealer File X *X [bullet] Sub Files X [bullet] Quality Assurance X [bullet] ACH Prenote Reject X [bullet] All Account Options X Adjustments (through 12/94) [bullet] Account Corrections *X [bullet] LOI Processing *X [bullet] Year-End Accounts Adjustments *X [bullet] Sharelot Adjustments *X [bullet] Bounced Checks *X [bullet] ACH Cancellations *X [bullet] Quality Assurance *X B. Customer Service:
Telephones X [bullet] Customer Inquiry X [bullet] Transaction Line [bullet] Timer Exchanges *X [bullet] Liaison Support (Through 12/4) *X Correspondence X [bullet] Shareholder/Dealer Letters X [bullet] Transfer of Assets Letters/Followup X [bullet] Notice of Levy X Dealer Services [bullet] FundsServ/Networking Implementation X [bullet] Dealer Security Access X [bullet] Enhancements-Communications/Testing X ???ent Services [bullet] Product Development/Implementation X [bullet] Mailings X [bullet] Year End Reporting X C. Support: Image/AWD [bullet] Scanning X X [bullet] Work Distribution X [bullet] Retrieval X [bullet] Technical Support X Microfilm/Research Prior Agent X *X [bullet] Media Production [bullet] Design/Printing X [bullet] Marketing Materials X [bullet] Forms Development X Corporate Actions [bullet] Report Generation X [bullet] Proxy Solicitation X [bullet] Periodic Financial Activities (DIVs, PACs, SWPs, etc.) X Compliance/Regulatory [bullet] Escheatment X [bullet] Tax Filings X [bullet] Lost Shareholder Recovery X [bullet] BNotice/CNotice Reporting *X
[bullet] Lost Certificate Processing/SIC *X [bullet] Reporting Recon/Control [bullet] Cash Settlement X [bullet] Account Reconcilement X [bullet] Commission Payment X [bullet] Automated Trade Settlement X [bullet] Balance Credit Review X [bullet] Reclaims *X [bullet] Dividend Processing X Financial Reporting [bullet] Billing to the Fund X Will be internalized to PEPCO
EX-99.B9.3 7 AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT Exhibit 9.3 AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT THIS AGREEMENT made and concluded as of this 19th day of November, 1997 by and between Phoenix Equity Planning Corporation, a Connecticut corporation having a place of business located at 100 Bright Meadow Boulevard, Enfield, Connecticut (the "Financial Agent") and each of the undersigned mutual funds (hereinafter collectively and singularly referred to as the "Trust"). WITNESSETH THAT: 1. Financial Agent shall keep the books of the Trust and compute the daily net asset value of shares of the Trust in accordance with instructions received from time to time from the Board of Trustees of the Trust; which instructions shall be certified to Financial Agent by the Trust's Secretary. Financial Agent shall report such net asset value so determined to the Trust and shall perform such other services as may be requested from time to time by the Trust as are reasonably incidental to Financial Agent's duties hereunder. 2. Financial Agent shall be obligated to maintain, for the periods and in the places required by Rule 31a-2 under the Investment Company Act of 1940, as amended, those books and records maintained by Financial Agent. Such books and records are the property of the Trust and shall be surrendered promptly to the Trust upon its request. Furthermore, such books and records shall be open to inspection and audit at reasonable times by officers and auditors of the Trust. 3. As compensation for its services hereunder during any fiscal year of the Trust, Financial Agent shall receive, within eight days after the end of each month, a fee as specified in Schedule A. 4. Financial Agent shall not be liable for anything done or omitted by it in the exercise of due care in discharging its duties specifically described hereunder and shall be answerable and accountable only for its own acts and omissions and not for those of any agent employed by it nor for those of any bank, trust company, broker, depository, correspondent or other person. Financial Agent shall be protected in acting upon any instruction, notice, request, consent, certificate, resolution, or other instrument or paper believed by Financial Agent to be genuine, and to have been properly executed, and shall, unless otherwise specifically provided herein, be entitled to receive as conclusive proof of any fact or matter required to be ascertained by Financial Agent hereunder a certificate signed by the Secretary of the Trust. Financial Agent shall be entitled, with respect to questions of law relating to its duties hereunder, to advice of counsel (which may be counsel for the Trust) and, with respect to anything done or omitted by it in good faith hereunder in conformity with the advice of or based upon an opinion of counsel, to be held harmless by the Trust from all claims of loss or damage. Nothing herein shall protect Financial Agent against any liability to the Trust or to its respective shareholders to which Financial Agent would otherwise be subject by reason of its willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder. Except as provided in this paragraph, Financial Agent shall not be entitled to any indemnification by the Trust. 5. Subject to prior approval of the Board of Trustees of the Trust, Financial Agent may appoint one or more sub-financial agents to perform any of the functions and services which are to be provided under the terms of this Agreement upon such terms and conditions as may be mutually agreed upon by the Trust, Financial Agent and such sub-financial agent. 6. This Agreement shall continue in effect only so long as (a) such continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Trust, and (b) the terms and any renewal of such Agreement have been approved by the vote of a majority of the trustees of the Trust who are not parties to this Agreement or interested persons, as that term is defined in the Investment Company Act of 1940, as amended, of any such party, cast in person at a meeting called for the purpose of voting on such approval. A "majority of the outstanding voting securities of the Trust" shall have, for all purposes of this Agreement, the meaning provided therefor in said Investment Company Act. 7. Either party may terminate the within Agreement by tendering written notice to the other, whereupon Financial Agent will be relieved of the duties described herein. This Agreement shall immediately terminate in the event of its assignment, as that term is defined in said Investment Company Act. 8. Additional funds may become party to this Agreement by notifying the Financial Agent in writing, and if the Financial agent agrees in writing to provide its services, such fund shall become a Trust subject to the terms of the Agreement. Such notification shall include a revised Schedule A reflecting the new fund(s) as added to the appropriate fund classification(s). 9. This Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above. PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC. PHOENIX EQUITY SERIES FUND PHOENIX INCOME AND GROWTH FUND PHOENIX INVESTMENT TRUST 97 PHOENIX MULTI-PORTFOLIO FUND PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC. PHOENIX MULTI-SECTOR SHORT TERM BOND FUND PHOENIX SERIES FUND PHOENIX STRATEGIC ALLOCATION FUND, INC. PHOENIX STRATEGIC EQUITY SERIES FUND PHOENIX WORLDWIDE OPPORTUNITIES FUND By: /s/ Michael E. Haylon -------------------------------- Michael E. Haylon Executive Vice President PHOENIX EQUITY PLANNING CORPORATION By: /s/ Philip R. McLoughlin -------------------------------- Philip R. McLoughlin President SCHEDULE A FEE SCHEDULE FEE INFORMATION FOR SERVICES AS FINANCIAL AGENT Annual Financial Agent Fees shall be based on the following formula: (1) An incremental schedule applies as follows: Up to $100 million: 5 basis points on average daily net assets $100 million to $300 million: 4 basis points on average daily net assets $300 million through $500 million: 3 basis points on average daily net assets Greater than $500 million: 1.5 basis points on average daily net assets
A minimum fee will apply as follows: Money Market $35,000 Equity $50,000 Balanced $60,000 Fixed Income $70,000 International $70,000 REIT $70,000 (2) An additional charge of $12,000 applies for each additional class of shares above one, over and above the minimum asset-based fee previously noted. The following tables indicates the classification and effective date for each of the applicable fund/series/portfolio:
Classification Series Name - -------------- ----------- Money Market Phoenix Money Market Fund Series Equity Phoenix Aggressive Growth Fund Series Phoenix Core Equity Fund Phoenix Equity Opportunities Fund Phoenix Growth and Income Fund Phoenix Growth Fund Series Phoenix Micro Cap Fund Phoenix Mid Cap Portfolio Phoenix Small Cap Fund Phoenix Small Cap Value Fund Phoenix Strategic Theme Fund Phoenix Value Equity Fund Classification Series Name - -------------- ----------- Balanced Phoenix Balanced Fund Series Phoenix Convertible Fund Series Phoenix Income and Growth Fund Phoenix Strategic Allocation Fund, Inc. Fixed Income Phoenix California Tax Exempt Bonds, Inc. Phoenix Strategic Income Fund Phoenix Emerging Markets Bond Portfolio Phoenix High Yield Fund Series Phoenix Multi-Sector Fixed Income Fund, Inc. Phoenix Multi-Sector Short Term Bond Fund Phoenix Tax-Exempt Bond Portfolio Phoenix U.S. Government Securities Fund Series International Phoenix International Portfolio Phoenix Worldwide Opportunities Fund REIT Phoenix Real Estate Securities Portfolio
EX-99.B9.4 8 AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT Exhibit 9.4 FIRST AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT THIS AMENDMENT made effective as of the 27th day of February, 1998 amends that certain Amended and Restated Financial Agent Agreement dated November 19, 1997 by and among the following parties (the "Agreement") as hereinbelow provided. W I T N E S S E T H : WHEREAS, the parties hereto wish to amend the Agreement to eliminate the provision that states that Financial Agent is not responsible for the acts or omissions of any agent appointed by it: NOW, THEREFORE, in consideration of the foregoing premise, the first sentence of Paragraph 4 of the Agreement is amended to read as follows: "Financial Agent shall not be liable for anything done or omitted to be done by it in the exercise of due care in discharging its duties specifically described hereunder." IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers on this 23rd day of March, 1998. PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC. PHOENIX EQUITY SERIES FUND PHOENIX INCOME AND GROWTH FUND PHOENIX INVESTMENT TRUST 97 PHOENIX MULTI-PORTFOLIO FUND PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC. PHOENIX MULTI-SECTOR SHORT TERM BOND FUND PHOENIX SERIES FUND PHOENIX STRATEGIC ALLOCATION FUND, INC. PHOENIX STRATEGIC EQUITY SERIES FUND PHOENIX WORLDWIDE OPPORTUNITIES FUND By: /s/ Michael E. Haylon ---------------------------------------- Michael E. Haylon Executive Vice President PHOENIX EQUITY PLANNING CORPORATION By: /s/ Philip R. McLoughlin ---------------------------------------- Philip R. McLoughlin President EX-99.B9.5 9 SECOND AMENDMENT TO FINANCIAL AGENT AGREEMENT Exhibit 9.5 SECOND AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT SECOND AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT THIS AMENDMENT made effective as of the 1st day of June, 1998 amends that certain Amended and Restated Financial Agent Agreement dated November 19, 1997, as amended March 23, 1998, by and among the following parties (the "Agreement") as hereinbelow provided. W I T N E S S E T H: WHEREAS, the parties hereto wish to amend Schedule A of the Agreement to reflect the recently approved fee structure: NOW, THEREFORE, in consideration of the foregoing premise, Schedule A is hereby replaced with the Schedule A attached hereto and made a part hereof. Except as hereinabove provided, the Agreement shall be and remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers on this 31st day of July, 1998. PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC. PHOENIX EQUITY SERIES FUND PHOENIX INCOME AND GROWTH FUND PHOENIX INVESTMENT TRUST 97 PHOENIX MULTI-PORTFOLIO FUND PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC. PHOENIX MULTI-SECTOR SHORT TERM BOND FUND PHOENIX SERIES FUND PHOENIX STRATEGIC ALLOCATION FUND, INC. PHOENIX STRATEGIC EQUITY SERIES FUND PHOENIX WORLDWIDE OPPORTUNITIES FUND By: /s/ Michael E. Haylon ------------------------------ Michael E. Haylon Executive Vice President PHOENIX EQUITY PLANNING CORPORATION By: /s/ Philip R. McLoughlin ------------------------------ Philip R. McLoughlin President Schedule A Revised Fee Schedule Fee Information For Services as Financial Agent For its services hereunder Financial Agent shall be paid a fee equal to the sum of (1) the documented cost of fund accounting and related services provided by PFPC, Inc., as subagent, to Financial Agent, plus (2) the documented cost to Financial Agent to provide financial reporting and tax services and oversight of subagent's performance. The current PFPC fees are attached hereto and made a part hereof. PFPC Fee Schedule
Assets Under Management Fees --------------------------------------------------------- $0 - $200,000,000 0.0850% --------------------------------------------------------- $200 - $400,000,000 0.0500% --------------------------------------------------------- $400 - $600,000,000 0.0300% --------------------------------------------------------- $600 - $800,000,000 0.0200% --------------------------------------------------------- $800 - $1,000,000,000 0.0150% --------------------------------------------------------- greater than $1,000,000,000 0.0125% --------------------------------------------------------- Minimum Fund Fee $84,000 --------------------------------------------------------- Additional Class $12,000 ---------------------------------------------------------
Existing Portfolios: - -------------------- Asset Based Fees less than $50MM WAIVED Class Fees - WAIVED Minimum Fund Fees - WAIVED New Portfolios (First Year): - ---------------------------- Asset Based Fees less than $50MM - 50% WAIVED Class Fees less than $25MM per Class - WAIVED Minimum Fund Fees - WAIVED New Portfolios (There After): - ----------------------------- Asset Based Fees less than $50MM - 25% WAIVED Class Fees less than $25MM per Class - 50% WAIVED Minimum Fund Fees less than $50MM - 50% WAIVED Minimum Fund Fees $50-100MM - 25% WAIVED Variable Unit Investment Trust Valuation and Reporting - ------------------------------------------------------ $1,500 per Unit Investment Trust EX-99.B11 10 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 11 CONSENT OF INDEPENDENT ACCOUNTANTS 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. 64 to the registration statement on Form N-1A (the "Registration Statement") of our report dated August 7, 1998, relating to the financial statements and financial highlights appearing in the June 30, 1998 Annual Report to Shareholders of the Phoenix Worldwide Opportunities Fund, which are also incorporated by reference into the Registration Statement. We also consent to the reference to us under the heading "Financial Highlights" in the Prospectus and under the heading "Other Information--Independent Accountants" in the Statement of Additional Information. /s/ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts October 1, 1998 EX-99.B18.1 11 AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3 Exhibit 18.1 AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3 PHOENIX FUNDS (the "Funds") AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3 under the INVESTMENT COMPANY ACT OF 1940 1. Introduction ------------ Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended ("1940 Act"), this Plan describes the multi-class system for the Funds, including the separate classes of shares' arrangements for distribution, the method for allocating expenses to those classes and any related conversion or exchange privileges applicable to these classes. Upon the original effective date of this Plan, the Funds shall offer multiple classes of shares, as described herein, pursuant to Rule 18f-3 and this Plan. 2. The Multi-Class Structure ------------------------- The portfolios of the Funds listed on Schedule A hereto shall offer up to four classes of shares as indicated on Schedule A: Class A, Class B, Class C and Class M ("Multi-Class Portfolios"). Shares of the Multi-Class Portfolios shall represent an equal pro rata interest in the respective Multi-Class Portfolio and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class shall have a different designation; (b) each class shall bear any Class Expenses, as defined by Section 2(b), below; (c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution arrangement; and (d) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. In addition, Class A, Class B, Class C and Class M shares shall have the features described in Sections a, b, c and d, below. a. Distribution Plans ------------------ The Funds have adopted Distribution Plans pursuant to Rule 12b-1 with respect to each Multi-Class Portfolio, containing substantially the following terms: i. Class A shares of each Multi-Class Portfolio shall reimburse Phoenix Equity Planning Corporation (the "Distributor") for costs and expenses incurred in connection with distribution and marketing of shares thereof, as provided in the Class A Distribution Plan and any supplements thereto, subject to an annual limit of 0.25%, or in some cases 0.30%, of the average daily net assets of a Multi-Class Portfolio's Class A shares. -2- ii. Class B shares of each Multi-Class Portfolio shall reimburse the Distributor for costs and expenses incurred in connection with distribution and marketing of shares thereof, as provided in the Class B Distribution Plan and any supplements thereto, subject to an annual limit of 1.00% of the average daily net assets of a Multi-Class Portfolio's Class B shares. iii. Class C shares of each Multi-Class Portfolio shall reimburse the Distributor for costs and expenses incurred in connection with distribution and marketing of shares thereof, as provided in the Class C Distribution Plan and any supplements thereto, subject to an annual limit of 1.00%, or in some cases 0.50%, of the average daily net assets of a Multi-Class Portfolio's Class C shares. iv. Class M shares of each Multi-Class Portfolio shall reimburse the Distributor for costs and expenses incurred in connection with distribution and marketing of shares thereof, as provided in the Class M Distribution Plan and any supplements thereto, subject to an annual limit of 0.50% of the average daily net assets of a Multi-Class Portfolio's Class M shares. b. Allocation of Income and Expenses --------------------------------- i. General. -------- The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of each Multi-Class Portfolio shall be allocated to each class on the basis of its net asset value relative to the net asset value of the Multi-Class Portfolio. Expenses to be so allocated include expenses of the Funds that are not attributable to a particular Multi-Class Portfolio or class of a Multi-Class Portfolio but are allocated to a Multi- Class Portfolio ("Fund Expenses") and expenses of a particular Multi-Class Portfolio that are not attributable to a particular class of that Multi-Class Portfolio ("Portfolio Expenses"). Fund Expenses include, but are not limited to, trustees' fees, insurance costs and certain legal fees. Portfolio Expenses include, but are not limited to, certain state registration fees, custodial fees, advisory fees and other expenses relating to the management of the Multi-Class Portfolio's assets. ii. Class Expenses. --------------- Expenses attributable to a particular class ("Class Expenses") shall be limited to: (1) transfer agency fees; (2) stationery, printing, postage, and delivery expenses relating to preparing and distributing shareholder reports, prospectuses, and proxy statements; (3) state Blue Sky registration fees; (4) SEC registration fees; (5) expenses of administrative personnel and services to the extent related to another category of class-specific expenses; (6) trustees' fees and expenses; (7) accounting expenses, auditors' fees, litigation expenses, and legal fees and expenses; and (8) expenses incurred in connection with shareholder meetings. Expenses described in subsection (a) (i) and (ii) above of this paragraph must be allocated to the class for which they are incurred. All other expenses described in this paragraph will be allocated as Class Expenses, if a Fund's President and Treasurer have determined, subject to Board approval or -3- ratification, which of such categories of expenses will be treated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended ("Code"). The difference between the Class Expenses allocated to each share of a class during a year and the Class Expenses allocated to each share of any other class during such year shall at all times be less than .50% of the average daily net asset value of the class of shares with the smallest average net asset value. The afore-described description of Class Expenses and any amendment thereto shall be subject to the continuing availability of an opinion of counsel or a ruling from the Internal Revenue Service to the effect that any such allocation of expenses or the assessment of higher distribution fees and transfer agency costs on any class of shares does not result in any dividends or distributions constituting "preferential dividends" under the Code. In the event that a particular expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Fund Expense or Portfolio Expense as applicable, and in the event a Fund Expense or Portfolio Expense becomes allocable as a Class Expense, it shall be so allocated, subject to compliance with Rule 1 8f-3 and Board approval or ratification. The initial determination of expenses that will be allocated as Class Expenses and any subsequent changes thereto as set forth in this Plan shall be reviewed by the Board of Trustees and approved by such Board and by a majority of the Trustees who are not "interested persons" of the Fund, as defined in the 1940 Act ("Independent Trustees"). iii. Waivers or Reimbursements of Expenses. -------------------------------------- Investment Advisor may waive or reimburse its management fee in whole or in part provided that the fee is waived or reimbursed to all shares of the Fund in proportion to the relative average daily net asset values. Investment Advisor or a related entity who charges a fee for a Class Expense may waive or reimburse that fee in whole or in part only if the revised fee more accurately reflects the relative cost of providing to each Multi-Class Portfolio the service for which the Class Expense is charged. Distributor may waive or reimburse a Rule 12b- 1 Plan fee payment in whole or in part. c. Exchange Privileges ------------------- Shareholders of a Multi-Class Portfolio may exchange shares of a particular class for shares of the same class in another Multi-Class Portfolio, at the relative net asset values of the respective shares to be exchanged and with no sales charge, provided the shares to be acquired in the exchange are, as may be necessary, qualified for sale in the shareholder's state of residence and subject to the applicable requirements, if any, as to minimum amount. Each Multi-Class -4- Portfolio reserves the right to temporarily or permanently terminate exchange privileges, impose conditions upon the exercision of exchange privileges, or reject any specific order for any dealer, shareholder or person whose transactions seem to follow a timing pattern, including those who request more than one exchange out of a Multi-Class Portfolio within any thirty (30) day period. Each Multi-Class Portfolio reserves the right to terminate or modify these exchange privileges at any time upon giving prominent notice to shareholders at least 60 days in advance. d. Conversion Feature ------------------ Class B Shares of a Multi-Class Portfolio will automatically convert to Class A Shares of that portfolio, without sales charge, at the relative net asset values of each such classes, not later than eight years from the acquisition of the Class B Shares. The conversion of Class B Shares to Class A Shares is subject to the continuing availability of an opinion of counsel or a ruling from the Internal Revenue Service to the effect that the conversion of shares does not constitute a taxable event under federal income tax law. 3. Board Review ------------ a. Approval of Amended and Restated Plan ------------------------------------- The Board of Trustees, including a majority of the Independent Trustees, at a meeting held on November 19, l997, approved the Amended and Restated Plan based on a determination that the Plan, including the expense allocation, is in the best interests of each class and Multi-Class Portfolio individually and of the Funds. Their determination was based on their review of information furnished to them which they deemed reasonably necessary and sufficient to evaluate the Plan. b. Approval of Amendments ---------------------- The Plan may not be amended materially unless the Board of Trustees, including a majority of the Independent Trustees, have found that the proposed amendment, including any proposed related expense allocation, is in the best interests of each class and Multi-Class Portfolio individually and of the Funds. Such funding shall be based on information required by the Board and furnished to them that the Board deems reasonably necessary to evaluate the proposed amendment. c. Periodic Review --------------- The Board shall review reports of expense allocations and such other information as they request at such times, or pursuant to such schedule, as they may determine consistent with applicable legal requirements. -5- 4. Contracts --------- Any agreement related to the Multi-Class System shall require the parties thereto to furnish to the Board of Trustees, upon their request, such information as is reasonably necessary to permit the Trustees to evaluate the Plan or any proposed amendment. 5. Effective Date -------------- The Amended and Restated Plan, having been reviewed and approved by the Board of Trustees and the Independent Trustees, shall take effect as of the first day of each Fund's current fiscal year. 6. Amendments ---------- The Plan may not be amended to modify materially its terms unless such amendment has been approved in the manner specified in Section 3(b) of this Plan. SCHEDULE A ----------
Class A Class B Class C Class M ------- ------- ------- ------- PHOENIX CALIFORNIA TAX-EXEMPT BONDS, INC. X X -- -- PHOENIX EQUITY SERIES FUND: PHOENIX CORE EQUITY FUND X X X X PHOENIX GROWTH AND INCOME FUND X X X X PHOENIX INCOME AND GROWTH FUND X X -- -- PHOENIX INVESTMENT TRUST 97: PHOENIX SMALL CAP VALUE FUND X X X X PHOENIX VALUE EQUITY FUND X X X X PHOENIX MULTI-PORTFOLIO FUND: EMERGING MARKETS BOND PORTFOLIO X X X X INTERNATIONAL PORTFOLIO X X -- -- MID CAP PORTFOLIO X X -- -- REAL ESTATE SECURITIES PORTFOLIO X X -- -- STRATEGIC INCOME PORTFOLIO X X X X TAX-EXEMPT BOND PORTFOLIO X X -- -- PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC. X X X X PHOENIX MULTI-SECTOR SHORT TERM BOND FUND X X X -- PHOENIX SERIES FUND: AGGRESSIVE GROWTH FUND SERIES X X -- -- BALANCED FUND SERIES X X -- -- CONVERTIBLE FUND SERIES X X -- -- GROWTH FUND SERIES X X -- -- HIGH YIELD FUND SERIES X X X X MONEY MARKET FUND SERIES X X X X U.S. GOVERNMENT SECURITIES FUND X X -- -- SERIES PHOENIX STRATEGIC EQUITY SERIES FUND: EQUITY OPPORTUNITIES FUND X X -- -- MICRO CAP FUND X X -- -- SMALL CAP FUND X X -- -- STRATEGIC THEME FUND X X X X PHOENIX STRATEGIC ALLOCATION FUND, INC. X X -- -- PHOENIX WORLDWIDE OPPORTUNITIES FUND X X -- --
EX-99.B18.2 12 AMENDMENT TO RULE 18F-3 PLAN Exhibit 18.2 FIRST AMENDMENT TO THE AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3 PHOENIX FUNDS (the "Funds") FIRST AMENDMENT TO THE AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3 under the INVESTMENT COMPANY ACT OF 1940 That certain Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940 duly adopted by the Board of Directors/Trustees of the Funds on November 19, 1997, is hereby amended as follows: The Board of Directors/Trustees has granted authority for the following additional Funds to issue Class C Shares: Phoenix Income and Growth Fund Phoenix Multi-Portfolio Fund: Phoenix International Fund Phoenix Worldwide Opportunities Fund Accordingly, Schedule A is amended as attached hereto. This Amendment was approved by the Board of Directors/Trustees at a meeting held on August 26, 1998. /s/ Thomas N. Steenburg --------------------------- Assistant Secretary SCHEDULE A ----------
Class A Class B Class C Class M ------- ------- ------- ------- PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC. X X -- -- PHOENIX EQUITY SERIES FUND: PHOENIX CORE EQUITY FUND X X X X PHOENIX GROWTH AND INCOME FUND X X X X PHOENIX INCOME AND GROWTH FUND X X X -- PHOENIX INVESTMENT TRUST 97: PHOENIX SMALL CAP VALUE FUND X X X X PHOENIX VALUE EQUITY FUND X X X X PHOENIX MULTI-PORTFOLIO FUND: EMERGING MARKETS BOND PORTFOLIO X X X X INTERNATIONAL PORTFOLIO X X X -- MID CAP PORTFOLIO X X -- -- REAL ESTATE SECURITIES PORTFOLIO X X -- -- STRATEGIC INCOME PORTFOLIO X X X X TAX-EXEMPT BOND PORTFOLIO X X -- -- PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC. X X X X PHOENIX MULTI-SECTOR SHORT TERM BOND FUND X X X -- PHOENIX SERIES FUND: AGGRESSIVE GROWTH FUND SERIES X X -- -- BALANCED FUND SERIES X X -- -- CONVERTIBLE FUND SERIES X X -- -- GROWTH FUND SERIES X X -- -- HIGH YIELD FUND SERIES X X X X MONEY MARKET FUND SERIES X X X X U.S. GOVERNMENT SECURITIES FUND X X -- -- SERIES PHOENIX STRATEGIC EQUITY SERIES FUND: EQUITY OPPORTUNITIES FUND X X -- -- MICRO CAP FUND X X -- -- SMALL CAP FUND X X -- -- STRATEGIC THEME FUND X X X X PHOENIX STRATEGIC ALLOCATION FUND, INC. X X -- -- PHOENIX WORLDWIDE OPPORTUNITIES FUND X X X --
EX-27.1 13 EXHIBIT 27.1
6 0000034273 PHOENIX WORLDWIDE OPPORTUNITIES FUND 001 CLASS A 1000 12-MOS JUN-30-1998 JUN-30-1998 144750 196259 1099 12 0 197370 2024 0 1303 3326 0 131260 14768 14235 0 (420) 11698 0 51507 194043 2525 437 (198) (2482) 282 15873 31296 47451 0 (1560) (16214) 0 1701 (2883) 1716 30183 1361 12893 0 0 1279 0 2482 170468 10.75 (.02) 2.97 (.13) (1.20) 0 12.40 1.42 0 0
EX-27.2 14 EXHIBIT 27.2
6 0000034273 PHOENIX WORLDWIDE OPPORTUNITIES FUND 002 CLASS B 1000 12-MOS JUN-30-1998 JUN-30-1998 144750 196259 1099 12 0 197370 2024 0 1303 3326 0 131260 902 799 0 (420) 11698 0 51507 194043 2525 437 (198) (2482) 282 15873 31296 47451 0 (82) (923) 0 235 (232) 101 2443 1361 12893 0 0 1279 0 2482 170468 10.53 (.06) 2.90 (.11) (1.20) 0 12.04 2.17 0 0
-----END PRIVACY-ENHANCED MESSAGE-----