-----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, UcJZ11v0gu/PlUe/yUiHTZwVbMsPi85CqNacQ7dwBojrX1/6Kn77WumSGKBpFc4l lGBDBc/uR05JWyuQHsIOrg== 0000949377-04-000482.txt : 20040806 0000949377-04-000482.hdr.sgml : 20040806 20040806150521 ACCESSION NUMBER: 0000949377-04-000482 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX EDGE SERIES FUND CENTRAL INDEX KEY: 0000792359 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-116762 FILM NUMBER: 04957719 BUSINESS ADDRESS: STREET 1: 101 MUNSON ST CITY: GREENFIELD STATE: MA ZIP: 01302 BUSINESS PHONE: 8004474312 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 06102-5056 FORMER COMPANY: FORMER CONFORMED NAME: BIG EDGE SERIES FUND DATE OF NAME CHANGE: 19920304 N-14/A 1 pesf67381_n-14a.txt As filed with the Securities and Exchange Commission on August 6, 2004 Registration No. 333-116762 ============================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. _1__ [ ] Post-Effective Amendment No. ___ -------------------- THE PHOENIX EDGE SERIES FUND (Exact Name of Registrant as Specified in Charter) -------------------- c/o Variable Products Operations Phoenix Life Insurance Company 101 Munson Street, Greenfield, Massachusetts 01301 (Address of Principal Executive Offices) (800) 541-0171 (Registrant's Telephone Number, including Area Code) -------------------- John R. Flores, Esq. c/o Phoenix Life Insurance Company One American Row, Hartford, Connecticut 06102-5056 (Name and address of Agent for Service) -------------------- Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. -------------------- Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, which permits registration of an indefinite number of shares of beneficial interest of the Phoenix-Oakhurst Growth and Income Series. Accordingly, no filing fee is due in connection with this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ============================================================================ THE PHOENIX EDGE SERIES FUND CROSS REFERENCE SHEET Pursuant to Rule 481(a)
Caption or Location in Form N-14 Item No. and Caption Prospectus/Proxy Statement - ------------------------------ -------------------------- Part A: Information Required in Prospectus/Proxy Statement 1. Beginning of Registration Statement Cover Page; Cross Reference Sheet and Outside Front Cover Page of Prospectus 2. Beginning and Outside Back Cover Table of Contents Page of Prospectus 3. Fee Table, Synopsis Information and Risk Synopsis; Principal Risk Factors; Comparison of Investment Objectives and Policies 4. Information about the Transaction Synopsis; The Proposed Reorganizations; Comparative Information on Shareholder Rights; Appendix A and Appendix B (Forms of Agreements and Plans of Reorganization) 5. Information about the Registrant Cover Page; Synopsis; Principal Risk Factors; Comparison of Investment Objectives and Policies; The Proposed Reorganizations; Comparative Information on Purchases and Exchanges; Comparative Information on Distributions and Redemptions; Comparative Information on Shareholder Rights; Management and Other Service Providers; Additional Information About The Series; Prospectus of Registrant dated May 1, 2004, is incorporated by reference 6. Information about the Series Being Synopsis; Comparison of Investment Objectives Acquired and Policies; The Proposed Reorganizations; Comparative Information on Purchases and Exchanges; Comparative Information on Distributions and Redemptions; Comparative Information on Shareholder Rights; Additional Information About The Series; Prospectus of the Registrant dated May 1, 2004, is incorporated by reference 7. Voting Information Synopsis; The Proposed Reorganizations; Comparative Information on Shareholder Rights; Voting Information 8. Interest of Certain Persons and Experts The Proposed Reorganization 9. Additional Information Required for Not Applicable Re-offering By Persons Deemed to be Underwriters
Caption or Location in Form N-14 Item No. and Caption Prospectus/Proxy Statement - ------------------------------ -------------------------- Part B: Information Required in Statement of Additional Information 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. Additional Information about the Registrant Cover Page; Statement of Additional Information of Registrant, dated May 1, 2004 13. Additional Information about the See item 12 Company Being Acquired 14. Financial Statements Annual Report of the Registrant for the year ended December 31, 2003 and Pro Forma Financial Statements for the period ended December 31, 2003 Part C: Other Information 15. Indemnification Indemnification 16. Exhibits Exhibits 17. Undertakings Undertakings
PART A PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES PHOENIX-MFS INVESTORS TRUST SERIES EACH A SERIES OF THE PHOENIX EDGE SERIES FUND C/O PHOENIX VARIABLE PRODUCTS MAIL OPERATIONS P.O. BOX 8027 BOSTON, MA 02266-8027 (800) 541-0171 -------------------------- August 6, 2004 Dear Contract/Policyholder: The Phoenix-Alliance/Bernstein Growth + Value Series and Phoenix-MFS Investors Trust Series (collectively the "Merging Series"), each a series of The Phoenix Edge Series Fund (the "Trust"), will hold a Special Meeting of Shareholders at 10:00 a.m., local time, on September 14, 2004, at One American Row, Hartford, Connecticut 06102. At the Special Meeting, Phoenix Life Insurance Company ("PLIC") and its affiliates will vote on Agreements and Plans of Reorganization (collectively the "Agreements" or "Plans") under which the Merging Series will be combined with the Phoenix-Oakhurst Growth and Income Series (the "Surviving Series"), another series of the Trust (individually, a "Reorganization," and together, the "Reorganizations"). The Surviving Series has a similar investment objective to those of the Merging Series. If the Agreements are implemented, the separate accounts holding shares of the Merging Series will receive shares of the Surviving Series with an aggregate net asset value equal to the aggregate net asset value of the Merging Series. No sales charge will be imposed in connection with the Reorganizations. PLIC will pay all costs of the Reorganizations. The Reorganizations are conditioned upon receipt of an opinion of counsel indicating that the Reorganizations will qualify as tax-free reorganizations for Federal income tax purposes. The Board of Trustees of the Trust believes that the Reorganizations offer you the opportunity to pursue your goals in a larger series. The Board of Trustees has carefully considered and has unanimously approved the proposed Reorganizations, as described in the accompanying materials, and believes that the Reorganizations are in the best interests of the Merging Series and their shareholders. As an owner of a variable annuity or variable life insurance contract issued by PLIC or one of its affiliated insurance companies (together, "Phoenix"), you have the contractual right to instruct the insurance company how to vote the shares of the Merging Series at this meeting. Although you are not directly a shareholder of the Merging Series, some or all of your contract value is invested in the Merging Series pursuant to your policy or contract. For the limited purposes of this Prospectus/Proxy Statement, the term "shareholder" refers to you as the contract/policyowner, unless the context otherwise requires. Therefore, the Board of Trustees recommends that you vote in favor of the Agreements. It is very important that you vote and that your vote be received no later than September 14, 2004. If the Voting Instructions Card is executed and no direction is made, you will be considered as voting FOR the proposal and, in the discretion of the insurance company, upon such other business as may properly come before the Special Meeting. We have enclosed a copy of the Notice of Special Meeting of Shareholders, the Prospectus/Proxy Statement and a card entitled "Voting Instructions." This card should be used to register your vote on the proposals to be acted upon at the Special Meeting. It is important for you to provide voting instructions with respect to the issues described in the accompanying Prospectus/Proxy Statement. We recommend that you read the Prospectus/Proxy Statement in its entirety as the explanations will help you to decide what voting instructions you would like to provide. Voting instructions executed by you may be revoked at any time prior to Phoenix voting the shares represented thereby: by written notice of the instruction card's revocation to the Secretary of the Trust at the address above prior to the meeting; or by the subsequent execution and return of another Voting Instructions Card prior to the meeting; or by use of any electronic, telephonic or other alternative means authorized by the Trustees for authorizing theproxy to act; or by being present and voting in person at the meeting and giving oral notice of revocation to the Chairman of the meeting. As a convenience, you can provide voting instructions in any one of four ways: o THROUGH THE INTERNET - www.proxyweb.com o BY TELEPHONE - 800-690-6903 o BY MAIL - using the enclosed Voting Instructions Card(s) and postage-paid envelope o IN PERSON - at the Special Meeting We encourage you to vote by telephone or Internet; have your Voting Instructions Card in hand, and call the number or go to the Web Site and follow the instructions there. Use of telephone or Internet voting will reduce the time and costs of this proxy solicitation. Whichever method you choose, please read the enclosed Prospectus/Proxy Statement carefully before you vote. Your vote on these matters is important. Please complete the Voting Instructions Card and return it promptly in the envelope provided or vote using one of the other methods described above. Please respond. In order to avoid the additional expense of further solicitation, we ask that you vote promptly. It is important that your policy or contract be represented. Sincerely, /s/Philip R. McLoughlin Philip R. McLoughlin President PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES PHOENIX-MFS INVESTORS TRUST SERIES EACH A SERIES OF THE PHOENIX EDGE SERIES FUND 101 MUNSON STREET GREENFIELD, MASSACHUSETTS 01301 -------------------------- NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 14, 2004 -------------------------- To The Contract and Policy Holders: The Phoenix-Alliance/Bernstein Growth + Value Series and the Phoenix-MFS Investors Trust Series, each a series of The Phoenix Edge Series Fund (the "Trust"), a Massachusetts business trust, will hold a Special Meeting of Shareholders at One American Row, Hartford, Connecticut 06102 on September 14, 2004, at 10:00 a.m., local time, for the following purposes: FOR THE PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES: 1. To consider and act upon a proposal to approve the Agreement and Plan of Reorganization, dated September 14, 2004, and the transactions it contemplates, including (a) the transfer of all of the assets of the Phoenix-Alliance/Bernstein Growth + Value Series to the Phoenix-Oakhurst Growth and Income Series (the "Surviving Series"), another series of the Trust, in exchange solely for shares of the Surviving Series and the assumption by the Surviving Series of all liabilities of the Phoenix-Alliance/Bernstein Growth + Value Series, and (b) the distribution of the shares of the Surviving Series so received to shareholders of the Phoenix-Alliance/Bernstein Growth + Value Series in complete liquidation of the Phoenix-Alliance/Bernstein Growth + Value Series. A vote in favor of the Agreement and Plan of Reorganization is a vote in favor of termination of the Merging Series. FOR THE PHOENIX-MFS INVESTORS TRUST SERIES: 2. To consider and act upon a proposal to approve the Agreement and Plan of Reorganization, dated September 14, 2004, and the transactions it contemplates, including (a) the transfer of all of the assets of the Phoenix-MFS Investors Trust Series to the Phoenix-Oakhurst Growth and Income Series (the "Surviving Series"), another series of the Trust, in exchange solely for shares of the Surviving Series and the assumption by the Surviving Series of all liabilities of the Phoenix-MFS Investors Trust Series, and (b) the distribution of the shares of the Surviving Series so received to shareholders of the Phoenix-MFS Investors Trust Series in complete liquidation of the Phoenix-MFS Investors Trust Series. A vote in favor of the Agreement and Plan of Reorganization is a vote in favor of termination of the Merging Series. 3. To consider and act upon any other business as may properly come before the meeting and any adjournment(s) thereof. The Board of Trustees of the Trust has fixed the close of business on July 20, 2004, as the record date for determining shareholders entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. You are cordially invited to attend the Special Meeting. Contract/Policyholders who do not expect to attend the Special Meeting are asked to respond promptly via Internet or telephone, or by returning a completed Voting Instructions Card. The Board of Trustees of the Trust is soliciting the enclosed proxy. By Order of the Board of Trustees of The Phoenix Edge Series Fund RICHARD J. WIRTH SECRETARY Hartford, Connecticut August 6, 2004 PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES PHOENIX-MFS INVESTORS TRUST SERIES EACH A SERIES OF THE PHOENIX EDGE SERIES FUND 101 MUNSON STREET GREENFIELD, MASSACHUSETTS 01301 1-800-541-0171 PROSPECTUS/PROXY STATEMENT DATED AUGUST 6, 2004 The Phoenix Edge Series Fund (the "Trust"), a Massachusetts business trust, serves as an investment vehicle for use in connection with variable life insurance policies and variable annuity contracts (collectively, "Contracts") issued by Phoenix Life Insurance Company ("PLIC"), PHL Variable Insurance Company ("PHL Variable"), Phoenix Life and Annuity ("PLAC") (collectively, "Phoenix") and their separate accounts. Phoenix and the separate accounts are the sole shareholders of record of the Trust. This Prospectus/Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees of the Trust, for use at the Special Meeting of Shareholders of the Phoenix-Alliance/Bernstein Growth + Value Series and shareholders of the Phoenix-MFS Investors Trust Series (each Series, a "Merging Series") to be held at 10:00 a.m., local time, on September 14, 2004, at the offices of the Phoenix Life Insurance Company located at One American Row, Hartford, Connecticut 06102 and at any adjournment(s) thereof. The purpose of the meeting is to consider approval of: (1) an Agreement and Plan of Reorganization that would effect the Reorganization of the Phoenix-Alliance/Bernstein Growth + Value Series into the Phoenix-Oakhurst Growth and Income Series (the "Surviving Series"), another series of the Trust, and (2) an Agreement and Plan of Reorganization that would effect the Reorganization of the Phoenix-MFS Investors Trust Series into the Surviving Series, as described below. The Agreements and Plans of Reorganization are referred to herein individually as an "Agreement," and together as the "Agreements." Under each respective Agreement, all of the assets of the respective Merging Series would be transferred to the Surviving Series in exchange solely for shares of beneficial interest in the Surviving Series and the assumption by the Surviving Series of all liabilities of the respective Merging Series. These shares of the Surviving Series would then be distributed pro rata to the separate accounts of the insurance companies then holding shares of the respective Merging Series, and then the respective Merging Series would be liquidated. As a result of the proposed transactions, the separate accounts would receive a number of full and fractional shares of the Surviving Series with an aggregate net asset value equal to the aggregate net asset value of the respective Merging Series shares on the closing date of the Reorganizations. The Surviving Series and the Merging Series are a series of the same Trust, an open-end management investment company. The Surviving Series has an investment objective of dividend growth, current income and capital appreciation. The Phoenix-Alliance/Bernstein Growth + Value Series has an investment objective of seeking long-term capital growth. The Phoenix-MFS Investors Trust Series has an investment objective of primarily seeking long-term growth of capital and secondarily of providing reasonable current income. Phoenix Investment Counsel, Inc. ("PIC") is the investment adviser to the Surviving Series. Phoenix Variable Advisors, Inc. ("PVA") is the investment adviser to each of the Merging Series. Alliance Capital Management L.P. ("Alliance") is the subadvisor to the Phoenix-Alliance/Bernstein Growth + Value Series, and Massachusetts Financial Services Company, Inc., doing business as MFS Investment Management ("MFS"), is the subadvisor to the Phoenix-MFS Investors Trust Series. This Prospectus/Proxy Statement, which you should retain for future reference, sets forth concisely the information that you should know about each Merging Series, the Surviving Series, and the transactions contemplated by the Agreement. As used in this Prospectus/Proxy Statement, the term "Series" collectively refers to the Phoenix-Alliance/Bernstein Growth + Value Series, the Phoenix-MFS Investors Trust Series and the Surviving Series. The term "Merging Series" refers individually and collectively to the Phoenix-Alliance/Bernstein Growth + Value Series and the Phoenix-MFS Investors Trust Series. A Prospectus, as supplemented, and a Statement of Additional Information ("SAI"), as supplemented for the Series dated May 1, 2004 (Registration No. 333-05033), have been filed with the Securities and Exchange Commission ("SEC") and are incorporated by reference in this Prospectus/Proxy Statement. This means that such information is legally considered to be part of this Prospectus/Proxy Statement. A copy of the prospectus and periodic reports have been sent to Shareholders; however, copies of the above-referenced documents are available upon oral request or written request and without charge by contacting Phoenix Variable Products Mail Operations, P.O. Box 8027, Boston, Massachusetts 02266-8027, or by calling toll-free at 1-800-541-0171. The Trust files reports, proxy materials and other information with the SEC. Information about the Trust, including the SAI, can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room by calling the SEC at 202- 942-8090. Reports and other information about the Trust are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov. Copies of the information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC Public Reference Section, Washington, D.C. 20549-0102. This Prospectus/Proxy Statement constitutes the proxy statement of the Phoenix-Alliance/Bernstein Growth + Value Series and the Phoenix-MFS Investors Trust Series for the Special Meeting, and the prospectus for shares of the Surviving Series that have been registered with the SEC and are being issued in connection with the Reorganization. The Statement of Additional Information for this Prospectus/Proxy Statement dated August 6, 2004 is incorporated by reference (File No. 333-116762). Both the Prospectus/Proxy Statement and Statement of Additional Information have been filed with the SEC and are available upon oral request or written request and without charge by contacting Phoenix Variable Products Mail Operations at the address above or by calling the toll-free number above. This Prospectus/Proxy Statement is expected to first be sent to shareholders on or about August 17, 2004. -------------- THE SECURITIES OF THE SURVIVING SERIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR HAS THE SEC DETERMINED IF THIS PROSPECTUS/PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------- TABLE OF CONTENTS Page ---- SYNOPSIS................................................................... 1 PRINCIPAL RISK FACTORS..................................................... 6 THE PROPOSED REORGANIZATIONS............................................... 8 COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES........................... 12 COMPARATIVE INFORMATION ON PURCHASES AND EXCHANGES......................... 18 COMPARATIVE INFORMATION ON DISTRIBUTIONS AND REDEMPTIONS................... 18 COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS.............................. 19 FISCAL YEAR................................................................ 20 MANAGEMENT AND OTHER SERVICE PROVIDERS..................................... 20 VOTING INFORMATION......................................................... 24 ADDITIONAL INFORMATION ABOUT THE SERIES.................................... 27 MISCELLANEOUS.............................................................. 27 SURVIVING SERIES FINANCIAL HIGHLIGHTS...................................... 31 OTHER BUSINESS............................................................. 32 APPENDIX A................................................................. A-1 APPENDIX B................................................................. B-1 THIS PAGE LEFT INTENTIONALLY BLANK. SYNOPSIS The following synopsis is a summary, and is qualified by later discussion in this Prospectus/Proxy Statement. For additional information on the topics described below, please refer to the respective section of this Prospectus/Proxy Statement. BACKGROUND The proposed Reorganizations are the outcome of deliberations by the Board of Trustees of the Trust (the "Trustees"). At a special meeting of the Trustees held on May 11, 2004, the following Series mergers were approved subject to approval by the Shareholders of the Merging Series:
Merging Series Surviving Series - -------------- ---------------- Phoenix-Alliance/Bernstein Growth + Value Series Phoenix-Oakhurst Growth and Income Series Phoenix- MFS Investors Trust Series
Management recommended that the Trustees consider the benefits that the Series' shareholders would realize if each of the Merging Series were to be combined with the Surviving Series. In response to their recommendation, the independent Trustees of the Trust requested that management outline specific reorganization proposals for their consideration and provide an analysis of the specific benefits that shareholders would realize from each proposal. Independent Trustees are Trustees who are not "interested persons" of the Trust (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")). The Trustees approved the Reorganizations subject to shareholder approval on May 11, 2004. SUMMARY OF THE PROPOSED REORGANIZATIONS The Reorganizations will be effected in accordance with the terms of the Agreements, forms of which are attached to this Prospectus/Proxy Statement as Appendices A and B. The Agreements provide for: o the acquisition by the Surviving Series, on the closing date of the Reorganization, of all of the assets of each of the Merging Series in exchange solely for shares of the Surviving Series and the assumption by the Surviving Series of all liabilities of each of the Merging Series; o the pro rata distribution of shares of the Surviving Series to the shareholders of each of the Merging Series in exchange for their respective shares of the Merging Series; and o the complete liquidation of the Merging Series as provided in the Agreements. The Reorganizations are anticipated to occur on or about September 17, 2004. If each Agreement is implemented, the insurance company separate accounts holding shares of each Merging Series will receive a number of full and fractional shares of the Surviving Series shares with an aggregate net asset value equal to the aggregate net asset value of the respective Merging Series shares as of the closing date of the Reorganizations. The implementation of each Agreement is subject to a number of conditions set forth in the Agreement. See "The Proposed Reorganizations." The following are significant conditions (which may not be waived): o the receipt by the Trust of an opinion of counsel that, for Federal income tax purposes, the Reorganizations will qualify as tax-free reorganizations described in Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and o the approval of each Agreement by the shareholders of the respective Merging Series. 1 The Agreements provide that PLIC will bear all costs and expenses of the Reorganizations, including the costs of the Special Meeting, the costs and expenses incurred in the preparation and mailing of the notice, this Prospectus/Proxy Statement and the proxy, and the tabulation of voting instructions. INVESTMENT OBJECTIVES AND POLICIES The investment objectives and principal investment strategies of each Merging Series and the Surviving Series are similar: o The Phoenix-Alliance/Bernstein Growth + Value Series has an investment objective of seeking long-term capital growth. The Phoenix-MFS Investors Trust Series has an investment objective primarily of seeking long-term growth of capital and secondarily of providing reasonable current income. The Surviving Series has an investment objective of dividend growth, current income and capital appreciation. o Under normal circumstances, the Phoenix-Alliance/Bernstein Growth + Value Series invests primarily in common stocks of large capitalized U.S. companies, included in the Russell 1000(R) Index. Normally, about 60-105 companies will be represented in the series, with 25-35 companies, primarily from the Russell 1000(R) Growth Index constituting approximately 50% of the series' assets, and 40-70 companies, primarily from the Russell 1000(R) Value Index constituting the remainder of the series' assets. These securities may include common and preferred stocks, depositary receipts, convertible securities, rights, warrants, and equity-related options and futures. o Under normal circumstances, the Phoenix-MFS Investors Trust Series invests at least 65% of its assets in common stocks and related securities, which may include preferred stocks, convertible securities and depositary receipts for those securities. o The Surviving Series has an investment objective of dividend growth, current income and capital appreciation. Under normal circumstances, the Series invests at least 65% of its assets in equity securities, primarily common stocks. See "Principal Risk Factors" and "Comparison of Investment Objectives and Policies" below, for further information on the similarities and differences among the investment objectives, policies and risks of the Surviving Series and each Merging Series. You can also find additional information for the Surviving Series in its Prospectus. DIVIDENDS AND DISTRIBUTIONS Phoenix-Alliance/Bernstein Growth + Value Series and Phoenix-MFS Investors Trust Series distribute net income quarterly, and Phoenix-Oakhurst Growth and Income Series distributes net investment income semi-annually. Each Series distributes net realized capital gains, if any, at least annually. All dividends and distributions of each Merging Series are paid in additional shares of the respective Series. You can also find additional information on dividends and distributions for the Surviving Series in its Prospectus. PURCHASES AND EXCHANGES The shares of the Trust are not directly offered to the public. Shares of the Trust are currently offered through certain separate accounts owned by Phoenix to fund the Contracts. A person can invest in the Trust only by buying a Contract and directing the allocation of the purchase payment(s) to the subaccount(s) corresponding to the Series in which the person wishes to invest. The subaccounts, in turn, invest in shares of the Trust. Not all Series may be available through a particular Contract. At this time, Phoenix does not charge for subaccount transfers; however, Phoenix does reserve the right to charge a fee of up to $20 per transfer after the first twelve transfers in each Contract year. Because excessive trading with a Series can hurt fund performance and therefore be detrimental to all contract/policyholders, Phoenix does reserve the right to temporarily or permanently terminate exchange privileges 2 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 subaccount within any 30-day period. Phoenix will not accept batch transfer instructions from registered representatives (acting under powers of attorney for multiple Contract holders), unless Phoenix entered into a third-party transfer service agreement with the registered representative's broker-dealer firm. Each Series currently offers shareholders identical exchange privileges. Shareholders of each Series may exchange their shares for shares of another series of the Trust at any time. REDEMPTION PROCEDURES As a person owning a Contract issued by Phoenix with shares of a Merging Series, you have the right to instruct the insurance company how to vote and redeem the shares of the respective Merging Series and the Surviving Series. Shareholders of each Series may redeem their shares at a redemption price equal to the net asset value of the shares (minus any applicable product surrender charge) as next determined following the receipt of a redemption order in proper form. Ordinarily, payments of redemption proceeds for redeemed shares are made within seven days after receipt of a redemption request in proper form. See "Comparative Information on Distributions and Redemptions" for more information. You can also find additional information on the Surviving Series' redemption procedures in its Prospectus. FEDERAL TAX CONSEQUENCES OF PROPOSED REORGANIZATIONS At the closing of the Reorganizations, the Trust will receive an opinion of counsel, subject to customary assumptions and representations, that, for Federal income tax purposes, the Reorganizations will qualify as tax-free reorganizations described in Section 368(a) of the Code. Accordingly: o no gain or loss will be recognized by either Merging Series upon the transfer of the assets of each Merging Series to the Surviving Series solely in exchange for Surviving Series shares and the assumption by the Surviving Series of all liabilities of the respective Merging Series or upon the distribution of Surviving Series shares to the Merging Series insurance company shareholders in exchange for their shares of the Merging Series; o the tax basis of the respective Merging Series' assets acquired by the Surviving Series will be the same as the tax basis of such assets to the respective Merging Series immediately prior to the Reorganization, and the holding period of the assets of the respective Merging Series in the hands of the Surviving Series will include the period during which those assets were held by the respective Merging Series; and o no gain or loss will be recognized by the Surviving Series upon the receipt of the assets of the Merging Series solely in exchange for the Surviving Series shares and the assumption by the Surviving Series of all liabilities of the Merging Series. We also believe that both Reorganizations should not adversely impact the tax treatment of your variable life or variable annuity contracts. Shareholders of each Merging Series should consult their tax advisors regarding the effect, if any, of the proposed Reorganizations in light of their individual circumstances. See "The Proposed Reorganizations--Federal Income Tax Consequences" for more information. 3 RISK FACTORS An investment in the Surviving Series is subject to specific risks arising from the types of securities in which the Surviving Series invests and general risks arising from investing in any mutual fund type of investment. The primary risks to which the Surviving Series is subject include the risks of investing in equity securities, foreign investments, foreign currency and companies with larger market capitalization. The primary risks to which the Surviving Series is subject also include market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal. This Series tends to be "fully invested" in equity securities. The net asset value of a series that intends to be fully invested in securities will decrease more quickly if the value of such securities decreases as compared to a series that holds a larger cash position. Investors can lose money by investing in the Surviving Series. There is no assurance that the Surviving Series will meet its investment objective. The Surviving Series' investment objectives and policies are similar to those of each Merging Series. An investment in the Surviving Series is subject to some of the same risks as an investment in each of the Merging Series. However, see "Principal Risk Factors" for additional information about the principal risks associated with an investment in the Surviving Series. MANAGEMENT AND OTHER SERVICE PROVIDERS PIC is the investment advisor to the Surviving Series and is responsible for its day-to-day portfolio management. PVA is the investment advisor to the Merging Series. PVA has entered into subadvisory agreements with Alliance and MFS, respectively, who provide day-to-day portfolio management for Phoenix-Alliance/Bernstein Growth + Value Series and Phoenix-MFS Investors Trust Series. COMPARATIVE FEE TABLES The tables below are designed to assist you in understanding the various direct and indirect costs and expenses associated with an investment in each Series. The table and the example do not include any fees or sales charges imposed under the Contracts for which the Series is an investment option. If these fees and sales charges were reflected, the total expenses associated with an investment in each Series shown in the tables would be higher. Each table also includes pro forma information for the combined Surviving Series resulting from the Reorganizations assuming the Reorganizations took place on December 31, 2003, and after adjusting such information to reflect current fees. The expense information for the Surviving Series and each Merging Series is based upon expenses for the period ended December 31, 2003. There are no load charges or fees imposed upon shareholders of the Series. However, contractual charges do apply. As indicated in the tables below, immediately upon effectiveness of the Reorganizations, the "Total Annual Fund Operating Expenses" for the combined Surviving Series are expected to be slightly lower than the "Total Annual Fund Operating Expenses" for each of the Merging Series. 4
PHOENIX- ANNUAL SERIES OPERATING EXPENSES ALLIANCE/BERNSTEIN PHOENIX-MFS PRO FORMA (expenses that are deducted from series SURVIVING GROWTH + VALUE INVESTORS TRUST COMBINED series assets) SERIES(1) SERIES(2) SERIES(3) SERIES ------------- ------------- ------------- ------------- Management Fees 0.70% 0.85% 0.75% 0.70% Distribution and Service (12b-1) Fees None None None None Other Expenses 0.31% 1.80% 3.17% 0.34% Total Annual Series Operating Expenses 1.01% 2.65% 3.92% 1.04%
The following example illustrates the impact of the above fees and expenses on an account with an initial investment of $10,000, based on the expenses shown above. It assumes a 5% annual return, the reinvestment of all dividends and distributions and "Annual Trust Operating Expenses" remaining the same each year. The example is offered to show the costs of investing in the Surviving and Merging Series. This example is hypothetical; actual Trust expenses and returns vary from year to year, and may be higher or lower than those shown. Fees and expenses if you redeemed your shares at the end of each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- Surviving Series $ 103 $ 320 $ 556 $ 1,232 Phoenix-Alliance/Bernstein Growth + Value Series $ 268 $ 824 $ 1,405 $ 2,984 Phoenix-MFS Investors Growth Stock Series $ 394 $ 1,195 $ 2,014 $ 4,139 Pro Forma Combined Surviving Series $ 106 $ 331 $ 574 $ 1,271
Note: Actual expenses for the Merging Series may be lower than those shown in the example above since the expense levels used to calculate the figures shown do not include reimbursements of expenses by the Merging Series' advisor. The purpose of the tables above is to help the investor understand the various costs and expenses that the investor will bear directly or indirectly. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN SHOWN. - ---------------------------- (1) The Surviving Series' investment advisor has voluntarily agreed to reimburse the Surviving Series' expenses, other than the management fees, to the extent that such expenses exceed 0.25% of the Surviving Series' average net assets (the "expense cap"). Therefore, the Surviving Series' operating expenses after reimbursement were 0.95% for the period ended December 31, 2003. The expense cap noted above may be changed or eliminated at any time without notice. (2) The Merging Series' investment advisor has voluntarily agreed to reimburse the Merging Series' expenses, other than the management fees, to the extent that such expenses exceed 0.25% of the Series' average net assets (the "expense cap"). The Merging Series operating expenses after reimbursement were 1.10% for the year ended December 31, 2003. The expense cap noted above may be changed or eliminated at any time without notice. (3) The Merging Series' investment advisor has voluntarily agreed to reimburse the Series' expenses, other than the management fees, to the extent that such expenses exceed 0.25% of the Series' average net assets (the "expense cap"). The Merging Series operating expenses after reimbursement were 1.00% for the year ended December 31, 2003. The expense cap noted above may be changed or eliminated at any time without notice. 5 PRINCIPAL RISK FACTORS The Surviving Series' investment objective and policies are similar to those of each Merging Series. An investment in the Surviving Series is subject to some of the same specific risks as an investment in each Merging Series. The following highlights the principal similarities and differences between the principal risk factors associated with an investment in the Surviving Series as contrasted with those associated with each Merging Series; it is qualified in its entirety by the more extensive discussion of risk factors in the Prospectuses and Statements of Additional Information of the Surviving Series and the Merging Series, respectively. There are differences between the risks of investing in each of the Merging Series and investing in the Surviving Series. An investment in the Phoenix-Alliance/Bernstein Growth + Value Series has growth stock investment risk, value investing risk, reduced diversification risk, derivative investment risk, and convertible securities risk, while the Surviving Series does not. An investment in the Surviving Series has foreign currency risk and larger market capitalization risk, while the Alliance/Bernstein Growth + Value Series does not. The two series share equity securities investing risk and foreign investing risk. An investment in the Surviving Series, therefore, may tend to be more volatile than an investment in the Alliance/Bernstein Growth + Value Series, with the value of an investment in the Surviving Series rising faster when markets rise and dropping more sharply when markets fall. An investment in the Phoenix-MFS Investors Trust Series and an investment in the Surviving Series are each subject to equity securities investing risk, foreign currency risk, foreign investing risk, and larger market capitalization risk. An investment in the Phoenix-MFS Investors Trust Series is subject to convertible securities risk, while the Surviving Series is not. An investment in the Surviving Series is subject to specific risks arising from the types of securities in which the Surviving Series invests and the general risks arising from investing in any mutual fund. You can lose money by investing in the Surviving Series. There is no assurance that the Surviving Series will meet its investment objective. GENERAL The value of the investments of the Merging Series and the Surviving Series that support their share values can decrease. If between the time shares are purchased and the time shares are sold the value of the Series' investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which your Series invests can be worse than expected and investments may fail to perform as the Series' investment advisor expects. As a result, the value of shares may decrease. Each Series' investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal. The following chart indicates the primary investment risks of the Surviving Series and of the Merging Series. Descriptions of the risks of the Surviving Series can be found below.
PHOENIX-ALLIANCE/BERNSTEIN PHOENIX-MFS INVESTORS SURVIVING SERIES GROWTH + VALUE SERIES TRUST SERIES ---------------- --------------------- ------------ Equity Securities Investment Risk Equity Securities Investment Risk Equity Securities Investment Risk Foreign Investment Risk Growth Stock Investment Risk Larger Market Capitalization Risk Foreign Currency Risk Value Investing Risk Foreign Investment Risk Larger Market Capitalization Risk Reduced Diversification Risk Foreign Currency Risk Foreign Investment Risk Convertible Securities Investment Risk Derivative Investment Risk Convertible Securities Investment Risk
6 Convertible Securities Investment Risk A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities have several unique investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) typically less fluctuation in value than the "underlying" common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases. Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the series. Derivative Investment Risk The Series may use various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. A Series' performance may be worse than if it did not make such investments. If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series' returns may not be as high as they would be if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors' decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected. Equity Securities Investment Risk In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example). Some Series may invest in stock offered in Initial Public Offerings ("IPOs"), which typically have less public information available. Investment returns from IPOs may be highly volatile, and may be subject to varying patterns of trading volume, and these securities may, at times, be difficult to sell. In addition, from time to time, a Series may purchase shares in IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs to the Series, affecting series performance. Foreign Investment Risk Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, and possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be more volatile in price than U.S. securities. There may also be difficulty in invoking legal protections across borders. In addition, investment in emerging-market countries presents risks in greater degree than those presented by investment in foreign issuers of countries with developed securities markets and more advanced regulatory systems. 7 Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on the principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market and currency risks will not apply to dollar-denominated securities traded in U.S. securities markets. Foreign Currency Risk Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange-rate fluctuations can affect a Series' net asset value (share price) 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 terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency. Growth Stock Investment Risk Some of the Series invest in growth stocks. Because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stock's capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Larger Market Capitalization Risk Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, a Series' value may not rise as much as the value of Series that emphasize companies with smaller market capitalizations. Reduced Diversification Risk The Series invests in securities of a limited number of companies, which makes them more sensitive to changes in the market value of a single issuer or industry in the Series' portfolios. To the extent that a Series is in fact not well diversified, it may be more vulnerable to adverse economic, political or regulatory developments affecting a single issuer than would be the case if it were more broadly diversified. The net asset value of the Series may fluctuate substantially. The Series may not be appropriate for short-term investors. Value Investing Risk The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and that the security is not undervalued but is appropriately priced due to fundamental problems not yet apparent. THE PROPOSED REORGANIZATIONS AGREEMENTS AND PLANS OF REORGANIZATION The terms and conditions under which the proposed Reorganizations may be consummated are set forth in the respective Agreements. Significant provisions of the Agreements are summarized below. This summary, however, is 8 qualified in its entirety by reference to the Agreements, forms of which are attached to this Prospectus/Proxy Statement as Appendices A and B. With respect to the Phoenix-Alliance/Bernstein Growth + Value Series and the Phoenix-MFS Investors Trust Series Reorganizations, the Agreements contemplate: o the acquisition by the Surviving Series, on the closing date of the Reorganization, of all of the assets of the Phoenix-Alliance/Bernstein Growth + Value Series and the Phoenix-MFS Investors Trust Series, respectively, in exchange solely for shares of the Surviving Series and the assumption by the Surviving Series of all liabilities of the Phoenix-Alliance/Bernstein Growth + Value Series and the Phoenix-MFS Investors Trust Series; o the pro rata distribution of shares of the Surviving Series to the shareholders of the Phoenix-Alliance/Bernstein Growth + Value Series and Phoenix-MFS Investors Trust Series in exchange for their respective shares of the Phoenix-Alliance/Bernstein Growth + Value Series and Phoenix-MFS Investors Trust Series; and o the complete liquidation of the Phoenix-Alliance/Bernstein Growth + Value Series and the Phoenix-MFS Investors Trust Series as provided in the respective Agreements. The assets of the Merging Series to be acquired by the Surviving Series include all property, including, without limitation, all cash, securities, and dividends or interest receivables which are owned by the Merging Series and any deferred or prepaid expenses shown as an asset on the books of the Merging Series on the closing date of the Reorganizations. The Surviving Series will assume all liabilities of the Merging Series as of the closing date, including all accrued expenses, costs, charges, and reserves of the Merging Series reflected on the unaudited statement of assets and liabilities as of the closing date. The closing of the Reorganizations will occur following satisfaction (or waiver) of the conditions to closing set forth in the Agreements, or such later date as the parties may agree. The value of the Merging Series' assets to be acquired and the Merging Series' liabilities to be assumed by the Surviving Series, and the net asset value of shares of the Surviving Series, will be determined immediately after the close of regular trading on the New York Stock Exchange on the closing date, using the valuation procedures set forth in the Series' then-current Prospectus and Statement of Additional Information. The number of shares of the Surviving Series to be issued to the Shareholders of each Merging Series will be determined by dividing (a) the value of the aggregate net assets of each Merging Series, respectively, by (b) the net asset value of one share of the Surviving Series. On the closing date, the Merging Series will liquidate and distribute pro rata to their shareholders of record the Surviving Series shares received by the Merging Series in exchange for their respective shares in the Merging Series. This liquidation and distribution will be accomplished by opening an account on the books of the Surviving Series in the name of each shareholder of record of the Merging Series and by crediting to each account the shares due pursuant to the Reorganizations. Every Merging Series shareholder will own shares of the Surviving Series immediately after each Reorganization, the value of which will be equal to the value of the shareholder's Merging Series shares on the closing date. At or prior to the closing date, the Merging Series will declare a dividend or dividends that, together with all previous such dividends, will have the effect of distributing to the Merging Series shareholders of record all of the Merging Series' investment company taxable income for all taxable years ending at or prior to the closing date and all of its net capital gains realized (after reduction for any capital loss carry-forward) in all taxable years ending at or prior to the closing date. Subject to certain limitations on liability, the Surviving Series has agreed to indemnify and hold harmless those Trustees who are not "interested persons" of the advisor or distributor of the Merging Series (the "Independent Trustees") from and against any and all claims, costs, expenses (including reasonable attorneys' fees), losses and 9 liabilities of any sort or kind (collectively, "Liability") that may be asserted against them or for which the Independent Trustees may become liable arising out of or attributable to the transactions contemplated by the Agreements, provided that any Independent Trustee seeking the benefit of this indemnification shall not have materially contributed to the creation of such Liability by acting in a manner contrary to his or her fiduciary duties as a trustee under the 1940 Act. The consummation of each Reorganization is subject to a number of conditions set forth in the Agreements. Certain of these conditions may be waived by the Board of Trustees, or by an authorized officer of the Trust, as appropriate. The significant conditions which may not be waived are: (a) the receipt by the Trust of an opinion of counsel that the reorganizations will qualify as a tax-free reorganization described in Section 368(a) of the Code for Federal income tax purposes, and (b) the approval of the Agreement by the shareholders of the Phoenix-Alliance/Bernstein Growth + Value Series or the Phoenix-MFS Investors Trust Series, as applicable. The Agreements may be terminated and the Reorganizations abandoned at any time, before or after approval by the respective shareholders of the Phoenix-Alliance/Bernstein Growth + Value Series or the Phoenix-MFS Investors Trust Series, as applicable, prior to the closing date, by resolution of the Board of Trustees. In addition, the Agreements may be amended by mutual agreement, except that no amendment may be made to the Agreements subsequent to the Special Meeting that would change the provisions for determining the number of Surviving Series shares to be issued to respective shareholders of the Phoenix-Alliance/Bernstein Growth + Value Series or the Phoenix-MFS Investors Trust Series without their further approval, as applicable. REASONS FOR THE REORGANIZATIONS The proposal for the Reorganizations is the outcome of deliberations by the Trustees of the Trust. Management recommended that the Trustees consider the benefits that the shareholders would realize if each of the Merging Series were to be combined with the Surviving Series. In response to that recommendation, the independent Trustees of the Trust requested that management outline specific Reorganization proposals for their consideration and provide an analysis of the specific benefits that shareholders would realize from each proposal. In the course of their review, the Trustees noted that the Reorganizations would be a means of combining three Series with similar investment objectives and principal investment strategies and would permit the shareholders of the Merging Series to pursue their investment goals in a Surviving Series which, after the completion of the Reorganizations, is anticipated to be larger than each Merging Series. In reaching this conclusion, the Board considered a number of additional factors, including, but not limited to, the following: o the potential benefits of the Reorganizations to shareholders of the Surviving Series and the respective Merging Series, including that the Reorganizations could result in economies of scale through the spreading of fixed costs over a larger asset base; o the terms and conditions of the proposed Agreements, and that the proposed Agreements will not result in dilution of any shareholder interests; o the total expense ratio of the combined Surviving Series following the Reorganizations is projected to be lower than the current total expense ratio of each Merging Series; o the compatibility of investment objectives, policies, restrictions and investment holdings among the Merging Series and the Surviving Series; o the ability to better manage asset flows in the Surviving Series because of its anticipated greater size; o the comparable performance of the Series; 10 o the terms and conditions of the Agreements will have minimal effect on the price of the outstanding shares of each Series; o the Reorganizations provide for continuity of distribution and shareholder servicing arrangements; and o the Reorganizations are not expected to result in the recognition of any gain or loss for Federal income tax purposes, either to the Merging Series or the Surviving Series and should not adversely impact the tax treatment of variable products invested in whole or in part in any of the Series. After considering these and other factors, the Trustees, including the Independent Trustees, unanimously concluded at a Special Meeting held on May 11, 2004, that the Reorganizations are fair and reasonable and would be in the best interests of each Merging Series and the Surviving Series and their respective shareholders and that the interests of the Series' shareholders will not be diluted as a result of the transactions contemplated by the Reorganizations, recognizing that there can be no assurance that any operating efficiencies or other benefits will in fact be realized. The Trustees unanimously voted to approve the Reorganizations and authorized the officers of the Trust to submit the Reorganization proposals to shareholders of the Merging Series for consideration. FEDERAL INCOME TAX CONSEQUENCES McDermott Will & Emery LLP, special tax counsel to the Trust, is to opine that, subject to customary assumptions and representations, on the basis of the existing provisions of the Internal Revenue Code (the "Code"), the Treasury Regulations promulgated thereunder and current administrative and judicial interpretations thereof, for Federal income tax purposes, each reorganization will qualify as a tax-free reorganization described in Section 368(a) of the Code. Accordingly, with respect to each Reorganization: o no gain or loss will be recognized by either Merging Series on the transfer of the assets of the respective Merging Series to the Surviving Series solely in exchange for Surviving Series shares and the assumption by the Surviving Series of all liabilities of the respective Merging Series, or upon the distribution of Surviving Series shares to the Merging Series insurance company shareholders in exchange for their shares of the Merging Series; o the tax basis of the respective Merging Series' assets acquired by the Surviving Series will be the same as the tax basis of such assets to the respective Merging Series immediately prior to the Reorganization, and the holding period of the assets of the respective Merging Series in the hands of the Surviving Series will include the period during which those assets were held by the respective Merging Series; and o no gain or loss will be recognized by the Surviving Series upon the receipt of the assets of the respective Merging Series solely in exchange for the Surviving Series shares and the assumption by the Surviving Series of all liabilities of the respective Merging Series. The receipt of an opinion that the reorganizations will qualify as tax-free reorganizations described in Section 368(a) of the Code is a condition to the consummation of the Reorganizations. The Trust has not obtained an Internal Revenue Service ("IRS") private letter ruling regarding the Federal income tax consequences of the Reorganizations, and the IRS is not bound by advice of counsel. You are not directly a shareholder of either Merging Series but, instead, some or all of your variable life insurance or variable annuity contract is invested in one or both of the Merging Series. We also believe, however, that the Reorganizations should not adversely affect the tax treatment of your variable contract. It is possible, although unlikely in our view, that, because the Merging Series will no longer be an available Series underlying your variable contract, your Contract could be considered changed in a manner that causes the contract or policy to be considered newly issued for Federal income tax purposes. In such a case, your Contract will be subject to Federal income tax rules in effect on the effective date of the Reorganizations instead of the Federal income tax rules in effect on the issue date of your Contract, which could have been more favorable. 11 Shareholders of the Merging Series should consult their tax advisors regarding the effect, if any, of the proposed Reorganizations in light of their individual circumstances. Since the foregoing discussion relates only to the Federal income tax consequences of the Reorganizations, shareholders of the Merging Series should also consult tax advisors as to state and local tax consequences, if any, of the Reorganizations. It is also possible that if the reorganization were not tax free, which as indicated above is not expected, and the Surviving Series as a result failed to qualify as a regulated investment company, the diversification rules of Code Section 817(h) might be violated. In such a case, income on your contract could be currently taxable to you. CAPITALIZATION The following table sets forth the capitalization of the Surviving Series and each Merging Series, and on a pro forma basis for the combined Surviving Series as of December 31, 2003, giving effect to the proposed acquisition of net assets of each Merging Series at net asset value.
PHOENIX- ALLIANCE/BERNSTEIN PHOENIX-MFS PRO FORMA SURVIVING GROWTH + VALUE INVESTORS TRUST COMBINED SERIES SERIES SERIES SERIES ------ ------ ------ ------ Net assets $107,717,811 $9,345,902 $7,498,519 $124,562,232 Net asset value per share $11.06 $10.01 $10.00 $11.06 Shares outstanding 9,742,784 933,312 749,672 11,265,788
The table set forth above should not be relied on to determine the number of Surviving Series shares to be received in the Reorganizations. The actual number of shares to be received will depend upon the net asset value and number of shares outstanding of each Merging Series and the Surviving Series at the time of the Reorganizations. COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES The following discussion is a summary of some of the more significant similarities and differences in the investment objectives, policies and restrictions of the Surviving Series and each Merging Series. The discussion below is qualified in its entirety by the discussion elsewhere in this Prospectus/Proxy Statement, and in the Trust's Prospectus and Statement of Additional Information. INVESTMENT OBJECTIVES AND POLICIES The investment objectives of the Surviving Series and each Merging Series are similar. The investment objectives of the Surviving Series and each Merging Series are "fundamental policies" which may not be changed without the approval of the holders of at least a "majority of the outstanding voting shares" of the Trust. A majority of the outstanding voting shares is defined in the 1940 Act as the lesser of (a) the vote of the holders of 67% or more of the outstanding voting shares of the Series present in person or by proxy, if the holders of more than 50% of the outstanding voting shares of that Series are present in person or by proxy, or represented by proxy, or (b) the vote of the holders of more than 50% of the outstanding voting shares of the Series. The principal investment strategies of the Surviving Series are also similar to the principal investment strategies of the Merging Series. There are some differences, however, between the investment strategies of the Merging and Surviving Series. Several principal investment strategies of the Phoenix-Alliance/Bernstein Growth + Value Series are not employed by the Surviving Series, including investment in growth stocks, convertible securities, rights and warrants, options, and futures contracts. Furthermore, the portfolio selection method used by the subadviser to the Phoenix-Alliance/Bernstein Growth + Value Series may result in a higher portfolio turnover rate than that of the Surviving Series. High portfolio turnover rates may increase costs to the Series and may negatively affect fund performance. The principal investment strategies for the Phoenix-MFS Investors Trust Series include investment in preferred stocks and convertible securities, while the Surviving Series does not principally invest in these instruments. 12 THE SURVIVING SERIES - PHOENIX-OAKHURST GROWTH AND INCOME SERIES
- ----------------------------------------------------------------------------------------------------------------------- Investment Objective Dividend growth, current income and capital appreciation. - ------------------------------------------------------------- --------------------------------------------------------- Principal Investment Strategies o The Series invests in equity securities, primarily common stocks. Under normal circumstances, the Series invests at least 65% of its assets in equity securities. o The Series invests in a diversified portfolio of securities of primarily U.S. companies. The Series is designed to invest in equity securities. Under normal circumstances, the Series intends to be "fully invested" and will attempt to limit its holdings of cash and short-term investments to not more than 2% of its assets. o The Series seeks to outperform the S&P 500(R) Index (S&P 500) in total return and dividend yield. The S&P 500 total return can be negative. When this happens, the Series may outperform the S&P 500 but still have a negative return. In that case the value of the shares would likely decline rather than increase. The Series may also fail to outperform the S&P 500. o The advisor uses a quantitative value strategy that selects equity securities primarily from among the 1,500 largest companies traded in the United States based on value criteria such as price to earnings, sales and cash flows and growth criteria such as earnings per share. This strategy emphasizes securities of companies relatively undervalued to the market in general and with improving fundamentals. o The Series may invest up to 20% of its assets in securities of foreign (non-U.S.) issuers. However, under normal circumstances, the Series will not invest more than 10% of its total assets in securities of foreign issuers. - -----------------------------------------------------------------------------------------------------------------------
13 MERGING SERIES - PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES
- ---------------------------------------------------------------------------------------------------------------------- Investment Objective Long term capital growth. - ------------------------------------------------------------- --------------------------------------------------------- Principal Investment Strategies o The Series invests primarily in common stocks of large capitalization U.S. companies included in the Russell 1000(R) Index ("Russell 1000"). The Russell 1000 is a market capitalization-weighted index that measures the performance of the 1,000 largest U.S. companies. o Normally, about 60-105 companies are represented in the Series, with 25-35 companies primarily from the Russell 1000(R) Growth Index ("Growth Index") constituting approximately 50% of the Series assets, and 40-70 companies primarily from the Russell 1000(R) Value Index ("Value Index") constituting the remainder of the Series assets. Daily cash flows are divided between the two portfolio segments for purposes of maintaining the targeted 50%/50% allocation between growth and value stocks. While it is not expected that the allocation of assets between the Series' growth and value assets will deviate more than 10% from the target allocation, it is possible that this deviation may be higher due to factors such as market fluctuation, economic conditions, corporate transactions and declaration of dividends. In the event the allocation of the Series' assets between growth and value stocks differs by more than 10% from the target 50%/50% allocation, the subadvisor will rebalance each portfolio segment's assets in order to maintain the target allocation. As a result, assets may be allocated from the portfolio segment that has appreciated more or depreciated less to the other. Rebalancing entails transaction costs which over time may be significant. o The Growth Index measures the performance of the Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Value Index measures the performance of the Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. This combination of growth stocks and value stocks is intended to enhance performance of the Series over time, and reduce the Series' overall risk in comparison to funds which invest exclusively in growth or value stocks. During particular periods, the Series may outperform or underperform funds which invest exclusively in growth or in value stocks. o The subadvisor's investment strategy for the portion of the Series assets invested in growth stocks emphasizes stock selection. The subadvisor relies heavily upon the fundamental analysis and rigorous research of its internal research staff. The subadvisor - ----------------------------------------------------------------------------------------------------------------------
14
- ---------------------------------------------------------------------------------------------------------------------- selects investments based on strong management, superior industry positions, excellent balance sheets and superior earnings growth, where all of these strengths have not been reflected in the company's stock price. In managing the series, the subadvisor seeks to take advantage of market volatility. During market declines, the subadvisor will add to positions, causing the Series to become somewhat more aggressive. Conversely, in rising markets, the subadvisor will trim or eliminate positions and as a result the series will become more conservative. As of December 31, 2003, the market capitalization range of the companies, in which the Series invested was $2.2 billion to $311 billion. o The subadvisor's method of selecting the investments for the portion of the Series' assets invested in value stocks is to measure each stock's long-term expected return by comparing the price of the security to the company's long-term cash flows. The subadvisor will only purchase those stocks that it has above-average confidence in the reliability of its analysts' forecasts. The subadvisor may delay its purchase of securities if recent weakness in the stock or negative earnings revisions by analysts indicate that the stock price is likely to decline in the near future, and it may delay its sale of securities if recent strength in the stock or upward earnings revisions indicate the stock is likely to rise soon. The subadvisor will control risk within the value portion of the Series by reviewing whether there is undue portfolio exposure to industry sector and other risk factors. The subadvisor will take more risk when unusually large value distortions within the value realm create unusually large opportunities to add returns, and it will take less risk when the opportunities are limited. o In addition to investing in equity securities, the Series also may: - invest up to 20% of the growth portion of its net assets in convertible securities; - invest up to 5% of the growth portion of its net assets in rights or warrants; - invest up to 15% of its total assets in foreign securities (For these purposes, a foreign security is a security issued by a non-U.S. company, which is defined as a company that: (i) is organized outside the United States; (ii) has its principal place of business outside the United States; and (iii) issues securities traded principally in a foreign country. Companies that do not fall within the definition of a non-U.S. company would be considered a U.S. company and therefore not subject to the above limitation on foreign securities. American Depositary Receipts are not considered foreign securities for - ----------------------------------------------------------------------------------------------------------------------
15
- ---------------------------------------------------------------------------------------------------------------------- purposes of the 15% limitation set forth above and may be purchased by the series.); and purchase and sell exchange-traded index options and stock index futures contracts, write covered exchange-traded call options on its securities up to 15% of the growth portion of its total assets, and purchase exchange-traded call and put options on common stocks up to, for all options, 10% of the growth portion of its total assets. o The subadvisor's portfolio selection method may result in a higher portfolio turnover rate. High portfolio turnover rates may increase costs to the Series, may negatively affect fund performance. - ---------------------------------------------------------------------------------------------------------------------- MERGING SERIES - PHOENIX-MFS INVESTORS TRUST SERIES - ---------------------------------------------------------------------------------------------------------------------- Investment Objective Long-term growth of capital; secondarily to provide reasonable current income - ------------------------------------------------------------ --------------------------------------------------------- Principal Investment Strategies o The Series invests, under normal market conditions, at least 65% of its assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts for those securities. These securities may be listed on a securities exchange or traded in the over-the-counter markets. o While the Series may invest in companies of any size, the Series generally focuses on companies with larger market capitalizations that the subadvisor believes have sustainable growth prospects and attractive valuations based on current and expected earnings or cash flow. o The Series also seeks to generate gross income equal to approximately 90% of the dividend yield on the S&P 500 Index. o The subadvisor uses a bottom-up, as opposed to a top-down, investment style in managing the Series. This means that securities are selected based upon fundamental analysis (such as an analysis of earnings, cash flows, competitive position and management's abilities) performed by the Series' portfolio manager and the subadvisor's large group of equity research analysts. o The Series may invest up to 20% of its assets in foreign equity securities, through which it may have exposure in foreign currencies. - ----------------------------------------------------------------------------------------------------------------------
16 CERTAIN INVESTMENT RESTRICTIONS Each Series is subject to identical investment restrictions that restrict the scope of their investments. These investment restrictions are "fundamental" policies. A "fundamental" policy is defined in the 1940 Act to mean that the restriction cannot be changed without the vote of a "majority of the outstanding voting shares" of the Series (as that term is defined in the 1940 Act). None of the Series' may: (1) with respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements collateralized by U.S. Government securities and other investment companies), if: (a) such purchase would, at the time, cause more than 5% of the Series' total assets, taken at market value, to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Series; (2) purchase securities in a given industry if, after giving effect to the purchase, more than 25% of its total assets would be invested in the securities of one or more issuers conducting business activities in the same industry (excluding the U.S. Government or its agencies or instrumentalities); (3) issue senior securities in contravention of the 1940 Act. Activities permitted by SEC exemptive orders or staff interpretations shall not be deemed prohibited by this restriction; (4) borrow money, except (i) in amounts not to exceed one third of the value of the Series' total assets (including the amount borrowed) from banks, and (ii) up to an additional 5% of its total assets from banks or other lenders for temporary purposes. For purposes of this restriction, (a) investment techniques such as margin purchases, short sales, forward commitments, and roll transactions, (b) investments in instruments such as futures contracts, swaps, and options, and (c) short-term credits extended in connection with trade clearances and settlement shall not constitute borrowing; (5) underwrite the securities issued by other persons, except to the extent that, in connection with the disposition of portfolio securities, a Series may be deemed to be an underwriter under the applicable law; (6) purchase or sell real estate, except that a Series may (i) acquire or lease office space for its own use, (ii) invest in securities of issuers that invest in real estate or interests therein, (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, or (iv) hold and sell real estate acquired by the Series as a result of the ownership of securities; (7) make loans, except that a Series may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, and (iv) participate in an interfund lending program with other registered investment companies; and/or (8) purchase or sell commodities or commodity contracts, except a Series may purchase and sell derivatives (including, but not limited to, options, futures contracts and options on futures contracts) whose value is tied to the value of a financial index or a financial instrument or other asset (including, but not limited to, securities indices, interest rates, securities, currencies and physical commodities). If any percentage restriction described above for the Series is adhered to at the time of investment, a subsequent increase or decrease in the percentage resulting from a change in the value of the Series' assets will not constitute a violation of the restriction. 17 COMPARATIVE INFORMATION ON PURCHASES AND EXCHANGES The shares of the Trust are not directly offered to the public. Shares of the Trust are currently offered to certain separate accounts to fund variable accumulation annuity contracts or variable life insurance policies issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company and their separate accounts. Investments in the Trust may occur only by purchasing a Contract and directing the allocation of your purchase payment(s) to the subaccount(s) corresponding to a Series. The subaccounts, in turn, invest in shares of the Trust. Not all Series may be offered through a particular Contract. Phoenix Equity Planning Corporation ("PEPCO") is an indirect subsidiary of The Phoenix Companies, Inc. ("PNX"). PNX is the parent company of PLIC. PEPCO is also a broker-dealer registered with relevant regulators, and serves as national distributor of variable products issued by these entities. Contracts may be purchased through broker-dealers registered with applicable regulatory authorities and who have entered into a sales agreement with PEPCO. Sales commissions will be paid to registered representatives based on the amount of premiums received in connection with the sale of variable products, subject to governing law. PLIC and its insurance company affiliates also pay commissions to PEPCO based on the amount of premiums received in connection with the sale of variable products, subject to governing law. There are no load charges or fees imposed upon shareholders of the Series. However, contractual charges do apply. In connection with the proposed Reorganizations, no sales charges are imposed. Shares of the Series are offered to the separate accounts at a price equal to their respective net asset value per share. Because excessive trading can hurt fund performance and therefore be detrimental to all policyholders, Phoenix 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 subaccount within any 30-day period. Phoenix will not accept batch transfer instructions from registered representatives (acting under powers of attorney for multiple contract owners), unless we have entered into a third-party transfer service agreement with the registered representative's broker-dealer firm. COMPARATIVE INFORMATION ON DISTRIBUTIONS AND REDEMPTIONS Each Series offers the same distributions and redemptions. The Phoenix-Alliance/Bernstein Growth + Value Series and Phoenix-Oakhurst Growth and Income Series distribute Net investment income quarterly and Phoenix-MFS Investors Trust Series distributes net investment income semi-annually. Each Series distributes net realized capital gains, if any, at least annually. All dividends and distributions with respect to the shares of the Merging Series and the Surviving Series are paid in additional shares of the respective Series. The number of shares received in connection with any reinvestment of dividends will be based upon the net asset value per share of the applicable Series in effect on the record date. Each Series currently offers shareholders identical exchange privileges. Shareholders of each Series may exchange their shares for shares of a corresponding Series of the Trust. Shares of the Surviving Series and each Merging Series may be redeemed at a redemption price equal to the net asset value of the shares as next determined following the receipt of a redemption order and any other required documentation in proper form. Payment of redemption proceeds for redeemed shares are generally made within seven days after receipt of a redemption request in proper form and documentation, provided that each check used for purchases of shares has been cleared for payment. Because each Series offers the same distribution and redemption services, after the closing, the same services will continue to be available to the shareholders of each Merging Series but in their capacity as shareholders of the Surviving Series. 18 COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS The following is a summary of certain provisions of the Amended Declaration of Trust of each Merging Series and the Surviving Series. FORM OF ORGANIZATION Each Series is a Series of The Phoenix Edge Series Fund, a business trust organized under the laws of the Commonwealth of Massachusetts, pursuant to a Declaration of Trust dated February 18, 1986, as amended. The operations of these Series are governed by the Declaration of Trust and by Massachusetts law. The shares of the Trust are registered with the SEC as an open-end management investment company and are subject to the provisions of the 1940 Act and the rules and regulations of the SEC thereunder. The Trustees may generally authorize mergers, consolidations, share exchanges and reorganizations of a new Series or of each respective Series with another Series or other business organization. SHARES The Declaration of Trust authorizes the Trustees to issue an unlimited number of shares of beneficial interest of each Series. The Trust currently has thirty-two Series outstanding. The Trustees of the Trust may also create additional series in the future without shareholder approval. When issued, the shares are fully paid and non-assessable, have no preference, preemptive or similar rights unless designated by the Trustees, and are freely transferable. Shares (including fractional shares) of each Series have equal rights with regard to voting redemptions, dividends, distributions and liquidations with respect to that Series. All voting rights of the separate accounts as shareholders are passed through to the Contract/policyholders. The assets and proceeds received by the Trust from the issue or sale of shares of a Series are allocated to that Series and constitute the rights of that Series, subject only to the rights of creditors. Any underlying assets of a Series are required to be segregated on the books of account of the Trust. These assets are to be used to pay the expenses of the Series as well as a share of the general expenses of the Trust. MEETINGS Under the Declaration of Trust and Massachusetts business trust laws, the Trust is not required to hold annual shareholder meetings. The Trustees or President of the Trust may call shareholder meetings as necessary. To the extent required by the 1940 Act, meetings held for the purpose of voting on the removal of any Trustee shall be called by the Trustees or upon written request by shareholders holding at least ten percent of the outstanding shares entitled to vote. SHAREHOLDER LIABILITY Unlike the stockholders of a corporation, under certain circumstances shareholders of a business trust may be held personally liable for the debts, claims or other obligations of a business trust. However, the Declaration of Trust limits shareholder liability. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trust's property for any shareholder and any former shareholder who is exposed to liability by reason of a claim or demand relating to such person being a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability, which is considered remote, is limited to circumstances in which the Trust itself would be unable to meet its obligations. LIABILITY OF TRUSTEES The Declaration of Trust provides that the Trustees will generally be personally liable only for willful misfeasance, bad faith, gross negligence or reckless disregard of duties. The Trust may purchase insurance for 19 Trustees to cover potential liabilities and will generally indemnify a Trustee against such claims. The Trust may also advance payments to a Trustee in connection with indemnification. LIQUIDATION OR DISSOLUTION In the event of the liquidation or dissolution of any Series, the Trustees shall distribute the assets of the Series to the shareholders, according to their respective rights, after accounting for the liabilities of the Trust. FISCAL YEAR The Series each operate on a fiscal year that ends December 31. MANAGEMENT AND OTHER SERVICE PROVIDERS Responsibility for the overall supervision of all Series rests with Trustees. PIC is the investment advisor to the Surviving Series and is responsible for the day-to-day portfolio management. Steven L. Colton and Dong Zhang are the portfolio managers for the Surviving Series. Steven L. Colton is the portfolio manager for, and Dong Zhang is a member of, the team that manages the Surviving Series. Mr. Colton joined PIC in June 1997. Previously, Mr. Colton was portfolio manager for the American Century Income & Growth Fund ("ACIGF") from its inception on December 17, 1990 through May 30, 1997. Mr. Zhang joined PIC in June 1997. Mr. Zhang also was a member of the portfolio management team for ACIGF from June 1996 through June 4, 1997. PVA is the investment advisor to each of the Merging Series. PVA has entered into subadvisory agreements with Alliance and MFS to provide day-to-day portfolio management. The Phoenix-Alliance/Bernstein Growth + Value Series is managed by Alliance's Seth J. Masters, who is the Chief Investment Officer for Style Blend Services and has overall responsibility for the rebalancing and administration of the growth and value components of the Phoenix-Alliance/Bernstein Growth + Value Series. Mr. Masters is joined by Karen A. Sesin, Stephanie Simon and Marilyn Goldstein Fedak. Ms. Sesin is a Senior Vice President and Large Cap Growth Portfolio Manager. Ms. Sesin joined Alliance Capital in 1999 after serving as chief investment officer with Waycrosse, Inc., an investment company affiliated with Cargill, Inc. Previously, Ms. Sesin worked for The Northern Trust Company in both investment consulting and banking positions. The growth portion of the series is managed by the Alliance Large Cap Growth team. Karen Sesin will be principally responsible for day-to-day decisions for the growth portion of the portfolio. Stephanie Simon is Vice President and Large Cap Portfolio Manager and joined Alliance in 1998 after serving as Chief Investment Officer for Sargent Management Company from 1996 to 1998. Day-to-day investment management decisions for the value portion of the series will be made by Marilyn Goldstein Fedak. Ms. Fedak has served as Executive Vice President and Chief Investment Officer - U.S. Value Equities of Alliance since October 2000 and, prior to that, served as Chief Investment Officer and Chairman of the U.S. Equity Investment Policy Group at Sanford C. Bernstein & Co., Inc., from 1993 to 2000. The Phoenix-MFS Investors Trust Series is managed by John D. Laupheimer, Jr., Senior Vice President. Mr. Laupheimer has been employed in the MFS investment management area since 1981. LEGAL PROCEEDINGS ALLIANCE CAPITAL MANAGEMENT L.P. ("Alliance") serves as advisor for the Phoenix-Alliance/Bernstein Enhanced Index and Phoenix-Alliance/Bernstein Growth + Value Series. As was publicly reported, the Office of the New York State Attorney General ("NYAG") and the SEC, are investigating practices in the mutual fund industry identified as "market timing" and "late trading" of mutual fund shares. Like many other institutions, Alliance was contacted by the SEC and the NYAG to provide information in connection with the ongoing investigations pertaining to market timing and late trading. In addition, Alliance undertook an internal review to make sure all of its employees have followed and will continue to follow the law and its policies and procedures, all of which are designed to safeguard the assets of its clients. 20 On December 18, 2003, Alliance confirmed that it had reached terms with the NYAG and the Staff of the SEC for the resolution of regulatory claims with respect to market timing in some of its mutual funds. The agreement with the SEC is reflected in an Order of the Commission. The agreement with the NYAG is subject to final, definitive documentation. MFS INVESTMENT MANAGEMENT ("MFS") is the subadvisor to the Phoenix-MFS Investors Growth Stock Series, Phoenix-MFS Investors Trust Series, and Phoenix-MFS Value Series. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund. On March 31, 2004, MFS settled an administrative proceeding with the SEC regarding disclosure of brokerage allocation practices in connection with the sale of funds sponsored by MFS (including the Series). Under the terms of the settlement, in which MFS neither admitted nor denied any wrongdoing, MFS agreed to pay (one dollar) $1.00 in disgorgement and $50 million in penalty to certain MFS funds, pursuant to a plan to be approved by an independent distribution consultant. The agreement with the SEC is reflected in an order of the SEC. The settlement order states that MFS failed to adequately disclose to the Boards of Trustees and to shareholders of the MFS funds the specifics of its preferred arrangements with certain brokerage firms selling MFS fund shares. The settlement order states that MFS had in place policies designed to obtain best execution of all fund trades. As part of the settlement, MFS also agreed to retain an independent compliance consultant to review the completeness of its disclosure to fund trustees and to fund shareholders of strategic alliances between MFS or its affiliates and broker-dealers and other financial advisers who support the sale of fund shares. The brokerage allocation practices which were the subject of this proceeding were discontinued by MFS in November 2003. In addition, in February in 2004, MFS reached agreement with the Securities and Exchange Commission ("SEC"), the New York Attorney General ("NYAG") and the Bureau of Securities Regulation of the State of New Hampshire ("NH") to settle administrative proceedings alleging false and misleading information in certain MFS retail fund prospectuses regarding market timing and related matters (the "February Settlements"). These regulators alleged that prospectus language for certain MFS retail funds was false and misleading because, although the prospectuses for those funds in the regulators' view indicated that the funds prohibited market timing. MFS did not limit trading activities in 11 domestic large cap stock, high grade bond and money market retail funds. MFS' former Chief Executive officer, John W. Ballen, and former President, Kevin R. Parke, have also reached an agreement with the SEC (Messrs. Ballen and Parke resigned their director and officer positions with MFS in February 2004). Under the terms of the February Settlements, MFS and the executives neither admit nor deny wrongdoing. Under the terms of this February Settlements, a $225 million pool has been established for distribution to shareholders in certain of the MFS funds offered to retail investors ("Retail Funds"), which has been funded by MFS and of which $50 million is characterized as a penalty. This pool will be distributed in accordance with a methodology developed by an independent distribution consultant in consultation with MFS and the Boards of Trustees of the Retail Funds, and acceptable to the SEC. MFS has further agreed with the NYAG to reduce its management fees in the aggregate amount of approximately $25 million annually over the next five years, and not to increase certain management fees during this period. MFS has also paid an administrative fine to NH in the amount of $1 million, which will be used for investor education purposes (NH will retain $250,000 and $750,000 will be contributed to the North American Securities Administrative Association's Investor Protection Trust). In addition, under the terms of the February Settlements, MFS is in the process of adopting certain governance changes, which include, among others: o formation of a Code of Ethics Oversight Committee, comprised of senior executives of MFS' operating businesses, to oversee all matters relating to issues arising under MFS' Code of Ethics; o establishment of an Internal Compliance Controls Committee, chaired by MFS' Chief Compliance Officer and comprised of senior executive of MFS' operating businesses, to review compliance issues as they may arise from time to time, endeavor to develop solutions to those issues, and oversee implementation of those solutions; 21 o establishment of a company ombudsman to whom MFS employees may convey concerns about MFS business matters that they believe involve matters of ethics or questionable practices; o establishment of a full-time senior-level position reporting to MFS' Chief Compliance Officer whose responsibilities include compliance matters relating to conflicts of interest; this officer or another designated compliance officer will implement and oversee the funds' excessive trading policies and compliance procedures; o engagement of an Independent Compliance Consultant to conduct a comprehensive review of MFS supervisory, compliance, and other policies and procedures designed to prevent and detect conflicts of interest, breaches of fiduciary duty, breaches of the MFS Code of Ethics and federal securities law violations by MFS and its employees; and o commencing in 2006, and at least once every year thereafter, MFS shall undergo a compliance review by an independent third party. In addition, under the terms of the February Settlements, MFS has undertaken to use its best efforts to cause the Retail Funds to operate in accordance with the following governance policies and practices: o at least 75% of the Retail Funds' Boards of Trustees will be independent of MFS and will not have been directors, officers or employees of MFS at any point during the preceding 10 years (a standard to which the Retail Funds' Boards currently adhere); o the chair of the Retail Funds' Board of Trustees will be independent of MFS and will not have been a director, officer or employee of MFS at any point during the preceding 10 years (a standard to which the Retail Funds' Boards currently adhere); o all action taken by the Retail Funds' Boards of Trustees or a committee thereof will be approved by a majority of the independent trustees of the Boards or committee, respectively; o commencing in 2005 and not less than every fifth calendar year thereafter, the Retail Funds will hold shareholder meetings at which the Board of Trustees will be elected; and o the Retail Funds will designate an independent compliance officer reporting to the Board of Trustees responsible for assisting the Boards in monitoring compliance by MFS with the federal securities laws, its fiduciary duties to fund shareholders and its Code of Ethics in all matters relevant to the operations of the funds. Although the terms of the February Settlements apply only to the Retail Funds, all funds overseen by the Retail Funds' Board of Trustees have undertaken to observe these governance policies and practices. Under the terms of the NYAG settlement, MFS has undertaken, on behalf of the funds, that: o the funds will retain a senior office responsible for assisting in the review of fee arrangements and administering the funds' compliance policies and procedures, and the Board of Trustees of the funds has determined that MFS shall reimburse the funds for the expenses of this senior officer; and o certain statements sent by MFS to fund shareholders will disclose fees and costs in actual dollar amounts charged to each investor on his or her actual investment based upon the investor's most recent quarterly closing balance and on a hypothetical $10,000 investment held for ten years. Messrs. Ballen and Parke have agreed to suspensions from association with any investment adviser or registered investment company for periods of 9 months and 6 months, respectively. Upon completion of these suspensions, for periods of 27 months (Mr. Ballen) and 30 months (Mr. Parke). Messrs. Ballen and Parke have agreed not to serve 22 as an employee, officer or trustee of any registered investment company; not to serve as chairman, director or as an officer of an investment adviser; and to otherwise perform only limited functions for an investment adviser, which may include strategic planning and analysis, portfolio management and non-mutual fund marketing. Messrs. Ballen and Parke will pay approximately $315,000 each to the SEC, $250,000 of which is characterized as a penalty. In addition, Messrs. Ballen and Parke resigned as trustees of the funds' Board of Trustees, and Mr. Ballen resigned as the funds' President, effective February 2004. Messrs. Ballen and Parke will not be returning to MFS or the MFS funds after their suspensions. Since December 2003, MFS, Sun Life Financial Inc., various MFS funds, the Trustees of these MFS funds, and certain officers of MFS have been named as defendants in multiple lawsuits filed in federal and state courts. The lawsuits variously have been commenced as class actions or individual actions on behalf of investors who purchased, held or redeemed shares of the funds during specified periods, as class actions on behalf of participants in certain retirement plan accounts, or as derivative actions on behalf of the MFS funds. The lawsuits generally allege that some or all of the defendants (i) permitted or acquiesced in market timing and/or late trading in some of the MFS funds, inadequately disclosed MFS' internal policies concerning market timing and such matters, and received excessive compensation as fiduciaries to the MFS funds, or (ii) permitted or acquiesced in the improper use of fund assets of MFS to support the distribution of fund shares and inadequately disclosed MFS' use of fund assets in this manner. The actions assert that some or all of the defendants violated the federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the Investment Advisers Act of 1940, the Employee Retirement Income Security Act of 1974, as well as fiduciary duties and other violations of common law. The lawsuits seek unspecified compensatory damages. Insofar as any of the actions is appropriately brought derivatively on behalf of any of the MFS funds, any recovery will inure to the benefit of the funds. The defendants are reviewing the allegations of the multiple complaints and will respond appropriately. Additional lawsuits based on similar allegations may be filed in the future. Any potential resolutions of these matters may include, but not be limited to, judgments or settlements for damages against MFS, the MFS funds, or any other named defendant. As noted above, as part of the regulatory settlements, MFS has established a restitution pool in the amount of $225 million to compensate certain shareholders of the Retail Funds for damages that they allegedly sustained as a result of market timing or late trading in certain of the funds, and will pay $50 million to compensate certain MFS funds based upon the amount of brokerage commissions allocated in recognition of fund sales. It is not clear whether these amounts will be sufficient to compensate shareholders for all of the damages they allegedly sustained, whether certain shareholders or putative class members may have additional claims to compensation, or whether the damages that may be awarded in any of the actions will exceed these amounts. In the event the MFS funds incur any losses, cost or expenses in connection with such lawsuits, the Board of Trustees of the affected funds may pursue claims on behalf of such funds against any party that may have liability to the funds in respect thereof. Review of these matters by the independent Trustees of the MFS funds and their counsel is continuing. There can be no assurance that these regulatory actions and lawsuits, or the adverse publicity associated with these developments will not result in increased fund redemptions, reduced sales of fund shares, or other adverse consequences to the funds. PEPCO serves as financial agent of each Series and, as such, performs administrative, bookkeeping and pricing functions. State Street Bank and Trust Company serves as the custodian for each Merging Series and the Surviving Series. PricewaterhouseCoopers LLP serves as independent registered public accountants for each Series. 23 VOTING INFORMATION QUORUM AND VOTING REQUIREMENTS This Prospectus/Proxy Statement is being furnished to the shareholders of the Merging Series in connection with the solicitation by the Board of Trustees of the Trust of proxies to be used at the meeting. Shareholders of record of Phoenix-Alliance/Bernstein Growth + Value Series and Phoenix-MFS Investors Trust Series at the close of business on July 20, 2004 ("Record Date") own 1,116,587.856 shares and 760,993.031 shares, respectively. Each share will be entitled to vote at the meeting or at any adjournment(s) thereof. Each of the above shares is entitled to one vote, with proportionate voting for fractional shares. The record owners of the shares of each separate Series of the Trust include the Phoenix Life Variable Universal Life Account, Phoenix Life and Annuity Variable Universal Life Account and the PHLVIC Variable Universal Life Account (collectively, the "VUL Accounts"), which fund variable life insurance policies, and the Phoenix Life Variable Accumulation Account and the PHL Variable Accumulation Account (collectively, the "VA Accounts"), which fund variable annuity contracts. Each shareholder of record at the close of business on the Record Date is entitled to a notice of the meeting and will be asked to instruct Phoenix how to vote at the Special Meeting or any adjourned or postponed session. No shareholder, to the Trust's knowledge, owns Contracts which are funded by more than five percent of the outstanding voting shares of the Trust or of any Series. The number of votes with respect to which each shareholder will be entitled to instruct Phoenix will be determined by applying the shareholder's percentage interest in a subaccount to the total number of votes attributable to the subaccount. In determining the number of votes, fractional shares will be recognized. The number of votes for which a shareholder may provide instructions will be determined as of the Record Date. In accordance with its view of applicable law, Phoenix will vote the shares of the respective Merging Series for which Phoenix receives voting instructions from shareholders in accordance with those instructions. Phoenix will vote shares for which it has not received timely voting instructions from shareholders and any shares held by Phoenix or its affiliates for their own accounts in the same proportion as the shares for which shareholders have provided voting instructions to Phoenix. In addition to the proxy solicitation by mail, officers and regular employees of Phoenix or one of its affiliates may solicit voting instructions personally, by telephone or telegram. Phoenix will, upon request, reimburse banks, brokers, fiduciaries and nominees for their reasonable expenses in sending proxy materials. The cost of solicitation of voting instructions will be borne indirectly by PLIC. You can provide voting instructions in any one of four ways: o THROUGH THE INTERNET - www.proxyweb.com o BY TELEPHONE - 800-690-6903 o BY MAIL - using the enclosed Voting Instructions Card(s) and postage paid envelope o IN PERSON - at the Special Meeting Proxies executed by shareholders may be revoked at any time before they are exercised by a written revocation received by the Secretary of the Trust, by properly executing a later-dated proxy (in writing, or by telephone or by the Internet) or by voting in person at the meeting and giving oral notice of revocation to the Chairman of the meeting. We encourage you to vote by telephone or Internet; have your Voting Instruction Card in hand, and call the number or go to the website and follow the instructions given there. These voting methods will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed proxy statement carefully before you vote. As of the Record Date, Phoenix through its variable universal life ("VUL") accounts and variable annuity ("VA") accounts owned 1,116,587.856 shares of the Phoenix-Alliance/Bernstein Growth + Value Series, 760,993.031 shares 24 of the Phoenix-MFS Investors Trust Series and 10,441,633.69 shares of the Surviving Series. No one contract/policyholder owns beneficially of record 5% or more of the outstanding shares of the Merging Series, Surviving Series, or the combined Surviving Series assuming consummation of the Reorganizations, based on holdings and total shares of July 20, 2004. As of the Record Date, less than 1% of the outstanding shares of beneficial interest of either Series were held of record or beneficially owned under a contract or policy by the Trustees or nominees for election as Trustee and by the executive officers of the Trust, as a group. A COPY OF THE TRUST'S MOST RECENT ANNUAL REPORT, DATED DECEMBER 31, 2003 HAS BEEN FURNISHED TO SHAREHOLDERS. THE TRUST WILL FURNISH WITHOUT CHARGE, TO ANY SHAREHOLDER, UPON REQUEST, A COPY OF THE 2003 ANNUAL REPORT. SUCH REQUESTS MAY BE DIRECTED TO PHOENIX VARIABLE PRODUCTS OPERATIONS, P.O. BOX 8027, BOSTON, MA 02266-8027. SHAREHOLDERS MAY ALSO CALL TOLL-FREE AT 800-541-0171. The Board knows of no business, other than that mentioned in the Notice of Special Meeting, that will be presented for consideration at the Special Meeting. If any other matter is properly presented, it is the intention of the persons named on the enclosed Voting Instructions Card(s) to vote in accordance with their best judgment. A majority of the outstanding voting shares of a Series entitled to vote shall constitute a quorum for the meeting. Because Phoenix, through its VUL Accounts and VA Accounts are the record owners of the Merging Series, Phoenix's attendance at the meeting will constitute a quorum. The affirmative vote of a majority of the outstanding voting securities of the Trust (i.e., the lesser of (i) 67% or more of the eligible votes of the respective Merging Series represented at the meeting if more than 50% of the eligible votes of the respective Merging Series are present in person or by proxy or (ii) more than 50% of the eligible votes of the respective Merging Series) must approve the herein contemplated mergers. For purposes of determining the presence of a quorum for transacting business at the meeting and for determining whether sufficient votes have been received for approval of the proposal to be acted upon at the meeting, abstentions and broker "non-votes" (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present at the meeting, but which have not been voted. For this reason, abstentions and broker non-votes will assist the respective Merging Series in obtaining a quorum, but both have the practical effect of a "no" vote for purposes of obtaining the requisite vote for approval of the proposal. If either (a) a quorum is not present at the meeting or (b) a quorum is present but sufficient votes in favor of the Reorganization proposals have not been obtained, then the persons named as proxies may propose one or more adjournments of the meeting without further notice to shareholders to permit further solicitation of proxies provided such persons determine, after consideration of all relevant factors, including the nature of the proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation, that an adjournment and additional solicitation is reasonable and in the interests of shareholders. The persons named as proxies will vote those proxies that are required to be voted FOR the Reorganization proposals in favor of such an adjournment and will vote those proxies required to be voted AGAINST the Reorganization proposals against such adjournment. The meeting may be adjourned from time to time by the vote of a majority of the shares represented at the meeting, whether or not a quorum is present. If the meeting is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Trustees shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting. The individuals named as proxies on the enclosed voting instructions card will vote in accordance with the shareholder's direction, as indicated thereon, if the voting instruction card is received and is properly executed. If the shareholder properly executes a voting instruction card and gives no voting instructions with respect to the Reorganization proposal, the shares will be voted in favor of the respective Reorganization proposal. The individuals 25 named as proxies on the enclosed voting instruction cards, in their discretion, may vote upon such other matters asmay properly come before the meeting. The Board of Trustees of the Trust are not aware of any other matters to come before the meeting. Approval of the Phoenix-Alliance/Bernstein Growth + Value Series Reorganization proposal by the shareholders of the Phoenix-Alliance/Bernstein Growth + Value Series is a condition of the consummation of the Reorganization. If the Reorganization is not approved, the Phoenix-Alliance/Bernstein Growth + Value Series will continue as a Series of the Trust and the Board of Trustees may consider other alternatives in the best interests of the shareholders of the Phoenix-Alliance/Bernstein Growth + Value Series. Approval of the Phoenix-MFS Investors Trust Series Reorganization proposal by the shareholders of the Phoenix-MFS Investors Trust Series is a condition of the consummation of the Reorganization. If the Reorganization is not approved, the Phoenix-MFS Investors Trust Series will continue as a Series of the Trust and the Board of Trustees may consider other alternatives in the best interests of the shareholders of the Phoenix-MFS Investors Trust Series. REVOCATION OF PROXIES Any shareholder who has given an instruction card has the right to revoke the proxy any time prior to its exercise: o by written notice of the instruction card's revocation to the Secretary of the Trust at the above address prior to the meeting; o by the subsequent execution and return of another instruction card prior to the meeting; o by use of any electronic, telephonic or other alternative means authorized by the Trustees for authorizing the proxy to act; or o by being present and voting in person at the meeting and giving oral notice of revocation to the Chairman of the meeting. NO APPRAISAL RIGHTS The staff of the SEC has taken the position that any rights to appraisal arising under state law are preempted by the provisions of the 1940 Act and Rule 22c-1 thereunder, which generally requires that shares of a registered open-end investment company be valued at their next determined net asset value. SOLICITATION OF PROXIES In addition to solicitation of proxies by mail, officers and employees of PLIC or its affiliates, may solicit proxies personally or by telephone or telegram. PLIC or other representatives of the Trust may also use one or more proxy solicitation firms to assist with the mailing and tabulation effort and any special personal solicitation of instruction cards. Banks, brokers, fiduciaries and nominees will, upon request, be reimbursed by PLIC for their reasonable expenses in sending proxy material to be beneficial owners of shares of a Merging Series. The cost of the tabulation of proxies will be borne by PLIC. If a shareholder wishes to participate in the meeting, but does not wish to authorize the execution of an instruction card by telephone or Internet, the shareholder may still submit the completed Voting Instruction Card form included with this Prospectus/Proxy Statement or attend the meeting in person. THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES OF THE TRUST, RECOMMEND YOU APPROVE THE APPLICABLE AGREEMENT AND PLAN OF REORGANIZATION. 26 WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE RESPOND PROMPTLY BY INTERNET, TELEPHONE OR RETURNING THE VOTING INSTRUCTIONS CARD IN THE POSTAGE-PAID RETURN ENVELOPE. ADDITIONAL INFORMATION ABOUT THE SERIES Additional information about the Series is included in the Trust's Prospectus, as supplemented and the Statement of Additional Information, as supplemented dated May 1, 2004 (Registration No. 033-05033), which have been filed with the SEC and are incorporated by reference herein. A copy of the Prospectus for the Trust and Statement of Additional Information may be obtained without charge by contacting Phoenix Variable Products Mail Operations, P.O. Box 8027, Boston, Massachusetts 02266-8027, or by calling toll-free at 1-800-541-0171. MISCELLANEOUS AVAILABLE INFORMATION Each Series and the Trust are each registered under the 1940 Act and are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and, in accordance therewith, file reports, proxy materials, and other information with the SEC. Information about the Trust, including the SAI, can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room by calling the SEC at 202-942-8090. Reports and other information about the Trust are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov. Copies of the information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC Reference Section, Washington, D.C. 20549-0102. 27 PERFORMANCE FOR THE PERIOD ENDING DECEMBER 31, 2003 The following table compares investment performance for each Series for the period ending December 31, 2003 and compares the same against relevant benchmarks. The Series' past performance is not necessarily an indication of how the Series will perform in the future. The Series' performance shown in the table does not reflect insurance contract expenses. If these expenses were included, the Series' performance shown in the table would be lower.
AVERAGE ANNUAL TOTAL RETURNS (FOR THE LIFE OF THE INCEPTION - ---------------------------- ------------ ---------- PERIOD ENDING DECEMBER 31, 2003) 1 YEAR 5 YEAR SERIES DATE ------ ------ ------ ---- Surviving Series o Phoenix-Oakhurst Growth and Income Series 27.46% (0.18)% 3.08% 03/02/98 o S&P 500(R) Index(1) 28.71% (0.57)% 2.52% 03/02/98 Merging Series o Phoenix-Alliance/Bernstein Growth + Value Series 26.06% -- 0.51% 10/29/01 o Russell 1000(R) Index(2) 29.89% -- 4.00% 10/29/01 o S&P 500(R) Index(1) 28.71% -- 3.19% 10/29/01 o Phoenix-MFS Investors Trust Series 22.56% -- 0.55% 10/29/01 o S&P 500(R) Index(1) 28.71% -- 3.19% 10/29/01 GROWTH OF $10,0001 (PERIOD ENDING DECEMBER 31, 2003) PHOENIX-OAKHURST GROWTH YEAR AND INCOME SERIES S&P 500(R) INDEX(3) ---- ----------------- ------------------- 03/02/98 $10,000 $10,000 12/31/98 $12,045 $11,895 12/31/99 $14,093 $14,409 12/31/00 $13,162 $13,086 12/31/01 $12,087 $11,532 12/31/02 $ 9,366 $ 8,983 12/31/03 $11,938 $11,562 PHOENIX-ALLIANCE/BERNSTEIN YEAR GROWTH + VALUE SERIES S&P 500(R) INDEX(3) RUSSELL 1000(R) INDEX(2) ---- --------------------- ------------------- ------------------------ 10/29/01 $10,000 $10,000 $10,000 12/31/01 $10,703 $10,677 $10,701 12/31/02 $ 8,020 $ 8,317 $ 8,384 12/31/03 $10,110 $10,705 $10,890 PHOENIX-MFS YEAR INVESTORS TRUST SERIES S&P 500(R) INDEX3 ---- ---------------------- ----------------- 10/29/01 $10,000 $10,000 12/31/01 $10,425 $10,677 12/31/02 $ 8,257 $ 8,317 12/31/03 $10,120 $10,705
- ------------------------------- (1) This chart assumes an initial investment of $10,000 made on the inception dates noted in the tables above. Performance assumes dividends and capital gains are reinvested. (2) The Russell 1000(R) Index is a market capitalization-weighted index of the 1,000 largest U.S. companies in the Russell universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is not available for direct investments. (3) The S&P 500(R) Index is an unmanaged, commonly used measure of stock market total return performance. The index is not available for direct investments. 28 SECTOR WEIGHTINGS (as a percentage of equity holdings as of December 31, 2003)
PHOENIX-ALLIANCE/BERNSTEIN PHOENIX-MFS INVESTORS TRUST PHOENIX-OAKHURST GROWTH AND SECTOR GROWTH + VALUE SERIES SERIES INCOME SERIES - ------ --------------------- ------ ------------- Consumer Discretionary $1,172,201 12.99% $1,061,439 14.66% $ 12,340,540 11.60% Consumer Staples $ 608,336 6.74% $ 692,736 9.57% $ 6,042,427 5.68% Energy $ 312,952 3.47% $ 498,377 6.88% $ 8,704,189 8.18% Financials $2,454,418 27.19% $1,482,615 20.47% $ 25,381,729 23.87% Health Care $1,175,603 13.03% $1,114,661 15.39% $ 14,747,824 13.87% Industrials $ 835,750 9.26% $ 790,616 10.92% $ 8,158,962 7.67% Information Technology $1,848,447 20.48% $1,032,049 14.25% $ 21,292,662 20.02% Materials $ 171,172 1.90% $ 216,496 2.99% $ 985,946 0.93% Telecommunication Services $ 88,986 0.99% $ 176,545 2.44% $ 5,530,441 5.20% Utilities $ 357,679 3.95% $ 176,248 2.43% $ 3,163,940 2.98% SUM OF EQUITY HOLDINGS $9,025,544 100.00% $7,241,782 100.00% $106,348,660 100.00% ASSET MIX (as a percentage of total net assets as of December 31, 2003) SURVIVING SERIES MERGING SERIES MERGING SERIES PHOENIX-OAKHURST PHOENIX-ALLIANCE/BERNSTEIN PHOENIX-MFS INVESTORS GROWTH AND INCOME ASSET MIX GROWTH + VALUE SERIES TRUST SERIES SERIES - -------- --------------------- ------------ ------ Foreign Preferred Stock 0.00% 0.37% 0.00% Common Stock 92.50% 88.58% 96.99% Foreign Common Stock 4.07% 8.00% 1.74% Short Term Obligations 3.12% 4.67% 1.44% Other assets and liabilities, net 0.31% (1.62)% (0.17)% TOTAL NET ASSETS 100.00% 100.00% 100.00% TEN LARGEST EQUITY HOLDINGS (as a percentage of total net assets as of December 31, 2003) MERGING SERIES MERGING SERIES SURVIVING SERIES PHOENIX-ALLIANCE/BERNSTEIN GROWTH + PHOENIX-MFS INVESTORS PHOENIX-OAKHURST GROWTH AND VALUE SERIES TRUST SERIES INCOME SERIES ------------ ------------ ------------- Pfizer, Inc. 4.2% Microsoft Corp. 3.8% Exxon Mobil Corp. 3.5% Citigroup, Inc. 3.7% Citigroup, Inc. 3.4% Microsoft Corp. 3.4% Comcast Corp. Class A 3.1% General Electric Co. 2.9% Intel Corp. 3.2% Microsoft Corp. 3.1% Exxon Mobil Corp. 2.7% Citigroup, Inc. 2.9% Dell, Inc. 3.1% Cisco Systems, Inc. 2.5% Cisco Systems, Inc. 2.4% General Electric Co. 2.9% Wells Fargo & Co. 2.4% Bank of America Corp. 2.4% Fannie Mae 2.8% Johnson & Johnson 2.4% Bristol-Myers Squibb Co. 2.1% MBNA Corp. 2.5% International Business Pfizer, Inc. 2.1% Wal-Mart Stores, Inc. 2.4% Machines Corp. 2.1% J.P. Morgan Chase & Co. 2.0% Intel Corp. 2.4% Fannie Mae 2.1% ChevronTexaco Corp. 2.0% Altria Group, Inc. 1.9%
29 LEGAL MATTERS Matthew A. Swendiman, Counsel for PLIC and Assistant Secretary to the Trust, has passed upon certain legal matters in connection with the issuance of the shares of the Surviving Series. ADDITIONAL FINANCIAL INFORMATION The table below presents certain financial information for the Surviving Series. The financial highlights for each year ended December 31 are derived from the Surviving Series' audited financial statements for that year. The data should be read in conjunction with the audited financial statements and related notes, which are incorporated by reference to the Statement of Additional Information related to this Prospectus/Proxy Statement. The financial statements for the Surviving Series for prior periods are contained in the Surviving Series' Annual Report to Shareholders, which are incorporated by reference in the Statement of Additional Information related to this Prospectus/Proxy Statement. 30 FINANCIAL HIGHLIGHTS (UNAUDITED) (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) The financial highlights table is intended to help you understand the Phoenix-Oakhurst Growth and Income Series' financial performance through the periods indicated. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Surviving Series (assuming, reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees and expenses. If such fees or expenses were imposed, total return would be lower. This information has been audited by PricewaterhouseCoopers LLP. The Report of Independent Auditors and the Surviving Series' financial statements are included in the December 31, 2003 Annual Report and are incorporated by reference in the Statement of Additional Information. SURVIVING SERIES FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIODS)
YEAR ENDED DECEMBER 31, --------------------------------------------------------------------- 2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- Net asset value, beginning of period $ 8.77 $ 11.42 $ 12.52 $ 13.53 $ 11.99 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.11 0.08 0.08 0.07 0.07 Net realized and unrealized gain (loss) 2.29 (2.65) (1.09) (0.96) 1.97 -------- ------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS 2.40 (2.57) (1.01) (0.89) 2.04 -------- ------- -------- -------- -------- LESS DISTRIBUTIONS Dividends from net investment income (0.11) (0.08) (0.06) (0.07) (0.07) Distributions from net realized gains -- -- (0.03) (0.05) (0.16) Tax return of capital -- -- -- -- (0.27) -------- ------- -------- -------- -------- TOTAL DISTRIBUTIONs (0.11) (0.08) (0.09) (0.12) (0.50) -------- ------- -------- -------- -------- CHANGE IN NET ASSET VALUE 2.29 (2.65) (1.10) (1.01) 1.54 -------- ------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 11.06 $ 8.77 $ 11.42 $ 12.52 $ 13.53 ======== ======= ======== ======== ======== Total return 27.46% (22.51)% (8.17)% (6.61)% 17.00% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $107,718 $80,824 $115,740 $112,489 $101,834 RATIO TO AVERAGE NET ASSETS OF: Operating expenses(1) 0.95%(2) 0.93%(2) 0.85%(2) 0.85% 0.85% Net investment income 1.18% 0.79% 0.65% 0.54% 0.71% Portfolio turnover 55% 60% 29% 53% 52%
- ------------------------------- (1)If the investment adviser has not waived fees and reimbursed expenses, the ratio of operating expenses to average net assets would have been 1.01%, 0.95%, 0.93%, 0.94% and 1.01% for the periods ended December 31, 2003, 2002, 2001, 2000 and 1999, respectively. (2)The ratio of operating expenses to average net assets excludes the effect of expense offsets for custodian fees; if expense offsets were included, the ratio would not significantly differ. 31 FUTURE SHAREHOLDER MEETINGS As a Massachusetts business trust, the Trust does not hold shareholder meetings, unless required by the 1940 Act. There will be a Special Meeting of the Phoenix-Lazard U.S. Multi-Cap Series Shareholders, September 14, 2004; a Special Meeting of the Phoenix-MFS Value Series Shareholders, September 14, 2004; and a Special Meeting of Phoenix-Sanford Bernstein Global Value Series Shareholders, September 14, 2004 to consider proposals to approve other Agreements and Plans of Reorganization. Other than these meetings, the Trust does not anticipate holding a meeting of shareholders of the Series in 2004. Shareholders who wish to present a proposal for action at the next meeting should submit the proposal to: Richard J. Wirth Secretary, The Phoenix Edge Series Fund c/o Phoenix Life Insurance Company One American Row PO Box 5056 Hartford, CT 06102-5056 Proposals must be received a reasonable time prior to the date of the shareholder meeting to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be submitted for consideration by shareholders. OTHER BUSINESS The Board of Trustees of the Trust knows of no business to be brought before the Special Meeting other than the matters set forth in this Prospectus/Proxy Statement. Should any other matter requiring a vote of the Merging Series' shareholders arise, however, the proxies will vote thereon according to their best judgment in the interests of the Merging Series and the shareholders of the Merging Series. By Order of the Board of Trustees, RICHARD J. WIRTH Secretary Hartford, Connecticut August 6, 2004 32 APPENDIX A FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 14th day of September, 2004, by and between The Phoenix Edge Series Fund, a Massachusetts business trust (the "Trust"), with its principal place of business at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the Phoenix-Oakhurst Growth and Income Series (the "Surviving Series"), a separate series of the Trust, and the Trust, on behalf of the Phoenix-Alliance/Bernstein Growth + Value Series (the "Merging Series"), another separate series of the Trust. This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will consist of the transfer of all of the assets of the Merging Series to the Surviving Series in exchange solely for voting shares of beneficial interest of the Surviving Series (the "Surviving Series Shares"), the assumption by the Surviving Series of all liabilities of the Merging Series, and the distribution of the Surviving Series Shares to the shareholders of the Merging Series in complete liquidation of the Merging Series as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement. The Merging Series and the Surviving Series are separate series of the Trust, an open-end, registered investment company of the management type. The Merging Series owns securities that generally are assets of the character in which the Surviving Series is permitted to invest. The Trustees of the Trust have determined, with respect to the Surviving Series, that the exchange of all of the assets of the Merging Series for Surviving Series Shares and the assumption of all liabilities of the Merging Series by the Surviving Series is in the best interests of the Surviving Series and its shareholders and that the interests of the existing shareholders of the Surviving Series would not be diluted as a result of this transaction. The Trustees of the Trust, have also determined, with respect to the Merging Series, that the exchange of all of the assets of the Merging Series for Surviving Series Shares and the assumption of all liabilities of the Merging Series by the Surviving Series is in the best interests of the Merging Series and its shareholders and that the interests of the existing shareholders of the Merging Series would not be diluted as a result of this transaction. NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: 1. TRANSFER OF ASSETS OF THE MERGING SERIES TO THE SURVIVING SERIES IN EXCHANGE FOR THE SURVIVING SERIES SHARES, THE ASSUMPTION OF ALL MERGING SERIES LIABILITIES, THE LIQUIDATION OF THE MERGING SERIES 1.1 Subject to the requisite approval of the Merging Series shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Merging Series agrees to transfer all of the Merging Series' assets, as set forth in paragraph 1.2, to the Surviving Series, and the Surviving Series agrees in exchange therefore: (i) to deliver to the Merging Series the number of full and fractional Surviving Series Shares, determined by dividing the value of the Merging Series' net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Surviving Series Share, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Merging Series, as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the "Closing Date"). 1.2 The assets of the Merging Series to be acquired by the Surviving Series shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable, that are owned by the Merging Series, and any deferred or prepaid expenses shown as an asset on the books of the Merging Series, on the Closing Date (collectively, the "Assets"). A-1 1.3 The Merging Series will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Surviving Series shall also assume all of the liabilities of the Merging Series, whether accrued or contingent, known or unknown, existing at the Valuation Date, as defined in paragraph 2.1 (collectively, "Liabilities"). On or as soon as practicable prior to the Closing Date, the Merging Series will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of Assets provided for in paragraph 1.1, the Merging Series will distribute to the Merging Series' shareholders of record, determined as of immediately after the close of business on the Closing Date (the "Merging Series Shareholders"), on a pro rata basis, the Surviving Series Shares received by the Merging Series pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to the Merging Series' shares, by the transfer of the Surviving Series Shares then credited to the account of the Merging Series on the books of the Surviving Series to open accounts on the share records of the Surviving Series in the names of the Merging Series Shareholders. The aggregate net asset value of Surviving Series Shares to be so credited to Merging Series Shareholders shall be equal to the aggregate net asset value of the Merging Series shares owned by such shareholders on the Closing Date. All issued and outstanding shares of the Merging Series will simultaneously be canceled on the books of the Merging Series. 1.5 Ownership of Surviving Series Shares will be shown on the books of the Surviving Series or its transfer agent, as defined in paragraph 3.3. 1.6 Any reporting responsibility of the Merging Series including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the "Commission"), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Merging Series. 2. VALUATION 2.1 The value of the Assets shall be the value computed as of immediately after the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being hereinafter called the "Valuation Date"), using the valuation procedures established by the Trust's Board of Trustees, which shall be described in the then-current prospectus and statement of additional information with respect to the Surviving Series. 2.2 The net asset value of Surviving Series Shares shall be the net asset value per share computed as of the Valuation Date, using the valuation procedures established by the Trust's Board of Trustees, which shall be described in the Surviving Series' then-current prospectus and statement of additional information. 2.3 The number of Surviving Series Shares to be issued (including fractional shares, if any) in exchange for the Merging Series' Assets shall be determined by dividing the value of the net assets with respect to the shares of the Merging Series determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of a Surviving Series Share, determined in accordance with paragraph 2.2. 2.4 All computations of value shall be made by Phoenix Equity Planning Corporation, in its capacity as financial agent for the Trust. 3. CLOSING AND CLOSING DATE 3.1 The Closing Date shall be September 17, 2004, or such other date as the parties may agree. All acts taking place at the closing of the transaction (the "Closing") shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of the Trust or at such other time and/or place as the parties may agree. 3.2 The Trust shall direct State Street Bank Trust Company, as custodian for the Merging Series (the "Custodian"), to deliver, on the next business day after the Closing, a certificate of an authorized officer stating that A-2 (i) the Assets have been delivered in proper form to the Surviving Series on the next business day following the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Merging Series' portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to the custodian for the Surviving Series for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Merging Series on the next business day following the Closing Date for the account of the Surviving Series duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Merging Series' portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act"). The cash to be transferred by the Merging Series shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 The Trust shall direct the Variable Products Operation unit of Phoenix Life Insurance Company (the "Transfer Agent"), on behalf of the Merging Series, to deliver on the next business day following the Closing, a certificate of an authorized officer stating that its records contain the names and addresses of the Merging Series Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Surviving Series shall issue and deliver to the Secretary of the Surviving Series, a confirmation evidencing the Surviving Series Shares to be credited on the Closing Date, or provide evidence satisfactory to the Merging Series that such Surviving Series Shares have been credited to the Merging Series' account on the books of the Surviving Series. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Surviving Series or the Merging Series shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Trust, accurate appraisal of the value of the net assets of the Surviving Series or the Merging Series, respectively, is impracticable, the Closing Date shall be postponed until the first Friday after the day when trading shall have been fully resumed and reporting shall have been restored. 4. REPRESENTATIONS AND WARRANTIES 4.1 The Trust, on behalf of the Merging Series, represents and warrants as follows: (a) The Merging Series is duly organized as a series of the Trust, which is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under the Trust's Declaration of Trust, as amended ("Declaration of Trust"), to own all of its Assets and to carry on its business as it is now being conducted; (b) The Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of shares of the Merging Series under the Securities Act of 1933, as amended ("1933 Act"), is in full force and effect; (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Merging Series of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act and such as may be required by state securities laws; (d) The current prospectus and statement of additional information of the Merging Series and each prospectus and statement of additional information of the Merging Series used at all times previous to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder; and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to A-3 be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; (e) On the Closing Date, the Trust, on behalf of the Merging Series, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances; and upon delivery and payment for such Assets; the Trust, on behalf of the Surviving Series, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Surviving Series; (f) The Merging Series is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Declaration of Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust on behalf of the Merging Series is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Trust on behalf of the Merging Series is a party or by which it is bound; (g) All material contracts or other commitments of the Merging Series (other than this Agreement and certain investment contracts, including options, futures and forward contracts) will terminate without liability to the Merging Series on or prior to the Closing Date; (h) Except as otherwise disclosed in writing to and accepted by the Trust, on behalf of the Surviving Series, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Trust on behalf of the Merging Series or any of its properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Trust, on behalf of the Merging Series, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated; (i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Merging Series at December 31, 2003, have been audited by PricewaterhouseCoopers, LLP ("PwC"), independent registered public accountants, and are in accordance with generally accepted accounting principles ("GAAP") consistently applied, and such statements (copies of which have been furnished to the Surviving Series) present fairly, in all material respects, the financial condition of the Merging Series as of such date in accordance with GAAP, and there are no known contingent liabilities of the Merging Series required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein; (j) Since December 31, 2003, there has not been any material adverse change in the Merging Series' financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Merging Series of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Surviving Series. For the purposes of this subparagraph (j), a decline in net asset value per share of the Merging Series due to declines in market values of securities in the Merging Series' portfolio, the discharge of Merging Series liabilities, or the redemption of Merging Series Shares by shareholders of the Merging Series shall not constitute a material adverse change; (k) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Merging Series required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Merging Series' knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns; (l) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Merging Series has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated A-4 investment company, has been (or will be) eligible to and has computed (or will compute) its Federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income and net capital gain (as defined in the Code) that has accrued through the Closing Date, and before the Closing Date will have declared dividends sufficient to distribute all of its investment company taxable income and net capital gain for the period ending on the Closing Date; (m) All issued and outstanding shares of the Merging Series are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws. All of the issued and outstanding shares of the Merging Series will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Merging Series, as provided in paragraph 3.3. The Merging Series does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the shares of the Merging Series, nor is there outstanding any security convertible into any of the Merging Series shares; (n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the Trustees of the Trust, on behalf of the Merging Series, and, subject to the approval of the shareholders of the Merging Series, this Agreement will constitute a valid and binding obligation of the Merging Series, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (o) The information to be furnished by the Merging Series for use in registration statements, proxy materials and other documents filed or to be filed with any Federal, state or local regulatory authority (including the NASD), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto; and (p) The proxy statement of the Merging Series (the "Proxy Statement") to be included in the Registration Statement referred to in paragraph 5.6, insofar as it relates to the Merging Series, will, on the effective date of the Registration Statement and on the Closing Date (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading; provided, however, that the representations and warranties in this subparagraph (p) shall not apply to statements in or omissions from the Proxy Statement and the Registration Statement made in reliance upon and in conformity with information that was furnished by the Surviving Series for use therein, and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. 4.2 The Trust, on behalf of the Surviving Series, represents and warrants as follows: (a) The Surviving Series is duly organized as a series of the Trust, which is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts with power under the Trust's Declaration of Trust to own all of its Assets and to carry on its business as it is now being conducted; (b) The Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of shares of the Surviving Series under the 1933 Act, is in full force and effect; (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Surviving Series of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws; (d) The current prospectus and statement of additional information of the Surviving Series and each prospectus and statement of additional information of the Surviving Series used during the three years previous to A-5 the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; (e) On the Closing Date, the Trust, on behalf of the Surviving Series will have good and marketable title to the Surviving Series' assets, free of any liens of other encumbrances, except those liens or encumbrances as to which the Merging Series has received notice and necessary documentation at or prior to the Closing; (f) The Surviving Series is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Declaration of Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust on behalf of the Surviving Series is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Trust on behalf of the Surviving Series is a party or by which it is bound; (g) Except as otherwise disclosed in writing to and accepted by the Trust, on behalf of the Merging Series, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Trust on behalf of the Surviving Series or any of the Surviving Series' properties or assets that, if adversely determined, would materially and adversely affect the Surviving Series' financial condition or the conduct of the Surviving Series' business. The Trust on behalf of the Surviving Series knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects the Surviving Series' business or the Surviving Series' ability to consummate the transactions herein contemplated; (h) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets and Schedule of Investments of the Surviving Series at December 31, 2003, have been audited by PwC, independent registered public accountants, and are in accordance with GAAP consistently applied, and such statements (copies of which have been furnished to the Merging Series) present fairly, in all material respects, the financial condition of the Surviving Series as of such date in accordance with GAAP, and there are no known contingent liabilities of the Surviving Series required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein; (i) Since December 31, 2003, there has not been any material adverse change in the Surviving Series' financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Surviving Series of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Merging Series. For purposes of this subparagraph (i), a decline in net asset value per share of the Surviving Series due to declines in market values of securities in the Surviving Series' portfolio, the discharge of Surviving Series liabilities, or the redemption of Surviving Series Shares by shareholders of the Surviving Series, shall not constitute a material adverse change; (j) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Surviving Series required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Surviving Series' knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns; (k) For each taxable year of its operation (including the taxable year including the Closing Date), the Surviving Series has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company has been eligible to and has computed (or will compute) its Federal income tax under Section 852 of the Code; A-6 (l) All issued and outstanding Surviving Series Shares are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (recognizing that, under Massachusetts law, it is theoretically possible that shareholders of the Merging Series could, under certain circumstances, be held personally liable for obligations of the Merging Series) and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act. The Surviving Series does not have outstanding any options, warrants or other rights to subscribe for or purchase any Surviving Series Shares, nor is there outstanding any security convertible into any Surviving Series Shares; (m) The execution, delivery and performance of this Agreement will have been fully authorized prior to the Closing Date by all necessary action, if any, on the part of the Trustees of the Trust on behalf of the Surviving Series and this Agreement will constitute a valid and binding obligation of the Trust on behalf of the Surviving Series, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (n) Surviving Series Shares to be issued and delivered to the Merging Series, for the account of the Merging Series Shareholders, pursuant to the terms of this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Surviving Series Shares, and will be fully paid and non-assessable (recognizing that, under Massachusetts law, it is theoretically possible that shareholders of the Merging Series could, under certain circumstances, be held personally liable for obligations of the Merging Series); (o) The information to be furnished by the Trust for use in the registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations applicable thereto; and (p) That insofar as it relates to the Surviving Series, the Registration Statement relating to the Surviving Series Shares issuable hereunder, and the proxy materials of the Merging Series to be included in the Registration Statement, and any amendment or supplement to the foregoing, will, from the effective date of the Registration Statement through the date of the meeting of shareholders of the Merging Series contemplated therein (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading; provided, however, that the representations and warranties in this subparagraph (p) shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Merging Series for use therein, and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. 5. COVENANTS OF THE TRUST ON BEHALF OF THE SURVIVING SERIES AND THE MERGING SERIES 5.1 The Surviving Series and the Merging Series each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable. 5.2 The Trust will call a meeting of the shareholders of the Merging Series to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein. 5.3 The Merging Series covenants that the Surviving Series Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement. 5.4 Subject to the provisions of this Agreement, the Surviving Series and the Merging Series will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. A-7 5.5 As soon as is reasonably practicable after the Closing, the Merging Series will make a liquidating distribution to its shareholders consisting of the Surviving Series Shares received at the Closing. 5.6 The Surviving Series and the Merging Series shall each use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable. 5.7 The Trust, on behalf of the Merging Series, covenants that it will, from time to time, as and when reasonably requested by the Trust on behalf of the Surviving Series, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the Trust on behalf of the Surviving Series may reasonably deem necessary or desirable in order to vest in and confirm (a) the Trust's, on behalf of the Merging Series', title to and possession of the Surviving Series Shares to be delivered hereunder, and (b) the Trust's, on behalf of the Surviving Series', title to and possession of all the assets, and to carry out the intent and purpose of this Agreement. 5.8 The Surviving Series will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date. 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING SERIES The obligations of the Trust, on behalf of the Merging Series, to consummate the transactions provided for herein shall be subject, at the Trust's election, to the performance by the Trust, on behalf of the Surviving Series, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Trust, on behalf of the Surviving Series, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 6.2 The Trust, on behalf of the Surviving Series, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Surviving Series on or before the Closing Date; 6.3 The Merging Series and the Surviving Series shall have agreed on the number of full and fractional Surviving Series Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES The obligations of the Trust, on behalf of the Surviving Series, to complete the transactions provided for herein shall be subject, at the Trust's election, to the performance by the Trust, on behalf of the Merging Series, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Trust, on behalf of the Merging Series, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Trust shall have delivered to the Surviving Series a statement of the Merging Series' assets and liabilities, as of the Closing Date, certified by the Treasurer of the Trust; A-8 7.3 The Trust, on behalf of the Merging Series, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Trust, on behalf of the Merging Series, on or before the Closing Date; 7.4 The Merging Series and the Surviving Series shall have agreed on the number of full and fractional Surviving Series Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1; and 7.5 The Merging Series shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed. 8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES AND THE MERGING SERIES If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Trust, on behalf of the Merging Series, or the Trust, on behalf of the Surviving Series, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Merging Series in accordance with the provisions of the Declaration of Trust, applicable Massachusetts law and the 1940 Act. Notwithstanding anything herein to the contrary, the Trust may not waive the conditions set forth in this paragraph 8.1; 8.2 On the Closing Date no action, suit or other proceeding shall be pending or, to its knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Surviving Series or the Merging Series, provided that either party hereto may for itself waive any of such conditions; 8.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and 8.5 The parties shall have received the opinion of McDermott Will & Emery LLP, special tax counsel to the Trust, addressed to the Trust substantially to the effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement, shall for Federal income tax purposes, qualify as a tax free reorganization described in Section 368(a) of the Code. The delivery of such opinion is conditioned upon receipt of representations McDermott Will & Emery LLP shall request of the Trust. Notwithstanding anything herein to the contrary, the Trust may not waive the condition set forth in this paragraph 8.5. 9. BROKERAGE FEES AND EXPENSES 9.1 The Trust on behalf of the Merging Series and the Trust on behalf of the Surviving Series represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 9.2 The expenses relating to the proposed Reorganization will be borne by Phoenix Life Insurance Company. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparation of the Registration Statement, printing and distributing A-9 the Surviving Series' prospectus and the Merging Series' proxy materials, legal fees, accounting fees, securities registration fees, and expenses of holding shareholders' meetings. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a "regulated investment company" within the meaning of Section 851 of the Code. 10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES 10.1 The Trust has not made any representation, warranty or covenant not set forth herein; this Agreement constitutes the entire agreement between the parties. 10.2 The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing. 11. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by mutual agreement of the parties, (ii) by either party if the Closing shall not have occurred on or before December 31, 2004, unless such date is extended by mutual agreement of the parties, or (iii) by either party if the other party shall have materially breached its obligations under this Agreement or made a material and intentional misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective Trustees or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive. 12. AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of the Trust; provided, however, that following the meeting of the shareholders of the Merging Series called by the Merging Series pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Surviving Series Shares to be issued to the Merging Series Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. NOTICES Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, personal service or prepaid or certified mail addressed to The Phoenix Edge Series Fund, One American Row, Hartford, CT 06102-5056, Attn: Richard J. Wirth, Esq. 14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY 14.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of laws. 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. A-10 14.5 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Trust personally, but shall bind only the trust property of the Merging Series and the Surviving Series, as provided in the Declaration of Trust of the Trust. The execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of such party as provided in the Declaration of Trust. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its President or Vice President and its seal to be affixed thereto and attested by its Secretary or Assistant Secretary.
Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES __________________________________ By: _______________________________ SECRETARY Title: _______________________________ Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS PHOENIX-OAKHURST GROWTH AND INCOME SERIES __________________________________ By: _______________________________ SECRETARY Title: _______________________________
A-11 APPENDIX B FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 14th day of September, 2004, by and between The Phoenix Edge Series Fund, a Massachusetts business trust (the "Trust"), with its principal place of business at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the Phoenix-Oakhurst Growth and Income Series (the "Surviving Series"), a separate series of the Trust, and the Trust, on behalf of the Phoenix-MFS Investors Trust Series (the "Merging Series"), another separate series of the Trust. This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will consist of the transfer of all of the assets of the Merging Series to the Surviving Series in exchange solely for voting shares of beneficial interest of the Surviving Series (the "Surviving Series Shares"), the assumption by the Surviving Series of all liabilities of the Merging Series, and the distribution of the Surviving Series Shares to the shareholders of the Merging Series in complete liquidation of the Merging Series as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement. The Merging Series and the Surviving Series are separate series of the Trust, an open-end, registered investment company of the management type. The Merging Series owns securities that generally are assets of the character in which the Surviving Series is permitted to invest. The Trustees of the Trust have determined, with respect to the Surviving Series, that the exchange of all of the assets of the Merging Series for Surviving Series Shares and the assumption of all liabilities of the Merging Series by the Surviving Series is in the best interests of the Surviving Series and its shareholders and that the interests of the existing shareholders of the Surviving Series would not be diluted as a result of this transaction. The Trustees of the Trust, have also determined, with respect to the Merging Series, that the exchange of all of the assets of the Merging Series for Surviving Series Shares and the assumption of all liabilities of the Merging Series by the Surviving Series is in the best interests of the Merging Series and its shareholders and that the interests of the existing shareholders of the Merging Series would not be diluted as a result of this transaction. NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: 1. TRANSFER OF ASSETS OF THE MERGING SERIES TO THE SURVIVING SERIES IN EXCHANGE FOR THE SURVIVING SERIES SHARES, THE ASSUMPTION OF ALL MERGING SERIES LIABILITIES, THE LIQUIDATION OF THE MERGING SERIES 1.1 Subject to the requisite approval of the Merging Series shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Merging Series agrees to transfer all of the Merging Series' assets, as set forth in paragraph 1.2, to the Surviving Series, and the Surviving Series agrees in exchange therefore: (i) to deliver to the Merging Series the number of full and fractional Surviving Series Shares, determined by dividing the value of the Merging Series' net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Surviving Series Share, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Merging Series, as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the "Closing Date"). 1.2 The assets of the Merging Series to be acquired by the Surviving Series shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable, that are owned by the Merging Series, and any deferred or prepaid expenses shown as an asset on the books of the Merging Series, on the Closing Date (collectively, the "Assets"). B-1 1.3 The Merging Series will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Surviving Series shall also assume all of the liabilities of the Merging Series, whether accrued or contingent, known or unknown, existing at the Valuation Date, as defined in paragraph 2.1 (collectively, "Liabilities"). On or as soon as practicable prior to the Closing Date, the Merging Series will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of Assets provided for in paragraph 1.1, the Merging Series will distribute to the Merging Series' shareholders of record, determined as of immediately after the close of business on the Closing Date (the "Merging Series Shareholders"), on a pro rata basis, the Surviving Series Shares received by the Merging Series pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to the Merging Series' shares, by the transfer of the Surviving Series Shares then credited to the account of the Merging Series on the books of the Surviving Series to open accounts on the share records of the Surviving Series in the names of the Merging Series Shareholders. The aggregate net asset value of Surviving Series Shares to be so credited to Merging Series Shareholders shall be equal to the aggregate net asset value of the Merging Series shares owned by such shareholders on the Closing Date. All issued and outstanding shares of the Merging Series will simultaneously be canceled on the books of the Merging Series. 1.5 Ownership of Surviving Series Shares will be shown on the books of the Surviving Series or its transfer agent, as defined in paragraph 3.3. 1.6 Any reporting responsibility of the Merging Series including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the "Commission"), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Merging Series. 2. VALUATION 2.1 The value of the Assets shall be the value computed as of immediately after the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being hereinafter called the "Valuation Date"), using the valuation procedures established by the Trust's Board of Trustees, which shall be described in the then-current prospectus and statement of additional information with respect to the Surviving Series. 2.2 The net asset value of Surviving Series Shares shall be the net asset value per share computed as of the Valuation Date, using the valuation procedures established by the Trust's Board of Trustees, which shall be described in the Surviving Series' then-current prospectus and statement of additional information. 2.3 The number of Surviving Series Shares to be issued (including fractional shares, if any) in exchange for the Merging Series' Assets shall be determined by dividing the value of the net assets with respect to the shares of the Merging Series determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of a Surviving Series Share, determined in accordance with paragraph 2.2. 2.4 All computations of value shall be made by Phoenix Equity Planning Corporation, in its capacity as financial agent for the Trust. 3. CLOSING AND CLOSING DATE 3.1 The Closing Date shall be September 17, 2004, or such other date as the parties may agree. All acts taking place at the closing of the transaction (the "Closing") shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of the Trust or at such other time and/or place as the parties may agree. 3.2 The Trust shall direct State Street Bank and Trust Company, as custodian for the Merging Series (the "Custodian"), to deliver, on the next business day after the Closing, a certificate of an authorized officer stating B-2 that (i) the Assets have been delivered in proper form to the Surviving Series on the next business day following the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Merging Series' portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to the custodian for the Surviving Series for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Merging Series on the next business day following the Closing Date for the account of the Surviving Series duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Merging Series' portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act"). The cash to be transferred by the Merging Series shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 The Trust shall direct the Variable Products Operation unit of Phoenix Life Insurance Company (the "Transfer Agent"), on behalf of the Merging Series, to deliver on the next business day following the Closing, a certificate of an authorized officer stating that its records contain the names and addresses of the Merging Series Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Surviving Series shall issue and deliver to the Secretary of the Surviving Series, a confirmation evidencing the Surviving Series Shares to be credited on the Closing Date or provide evidence satisfactory to the Merging Series that such Surviving Series Shares have been credited to the Merging Series' account on the books of the Surviving Series. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Surviving Series or the Merging Series shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Trust, accurate appraisal of the value of the net assets of the Surviving Series or the Merging Series, respectively, is impracticable, the Closing Date shall be postponed until the first Friday after the day when trading shall have been fully resumed and reporting shall have been restored. 4. REPRESENTATIONS AND WARRANTIES 4.1 The Trust, on behalf of the Merging Series, represents and warrants as follows: (a) The Merging Series is duly organized as a series of the Trust, which is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under the Trust's Declaration of Trust, as amended ("Declaration of Trust"), to own all of its Assets and to carry on its business as it is now being conducted; (b) The Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of shares of the Merging Series under the Securities Act of 1933, as amended ("1933 Act"), is in full force and effect; (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Merging Series of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act and such as may be required by state securities laws; (d) The current prospectus and statement of additional information of the Merging Series and each prospectus and statement of additional information of the Merging Series used at all times previous to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder; and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to B-3 be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; (e) On the Closing Date, the Trust, on behalf of the Merging Series, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances; and upon delivery and payment for such Assets; the Trust, on behalf of the Surviving Series, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Surviving Series; (f) The Merging Series is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Declaration of Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust on behalf of the Merging Series is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Trust on behalf of the Merging Series is a party or by which it is bound; (g) All material contracts or other commitments of the Merging Series (other than this Agreement and certain investment contracts, including options, futures and forward contracts) will terminate without liability to the Merging Series on or prior to the Closing Date; (h) Except as otherwise disclosed in writing to and accepted by the Trust, on behalf of the Surviving Series, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Trust on behalf of the Merging Series or any of its properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Trust, on behalf of the Merging Series, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated; (i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Merging Series at December 31, 2003, have been audited by PricewaterhouseCoopers, LLP ("PwC"), independent registered public accountants, and are in accordance with generally accepted accounting principles ("GAAP") consistently applied, and such statements (copies of which have been furnished to the Surviving Series) present fairly, in all material respects, the financial condition of the Merging Series as of such date in accordance with GAAP, and there are no known contingent liabilities of the Merging Series required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein; (j) Since December 31, 2003, there has not been any material adverse change in the Merging Series' financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Merging Series of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Surviving Series. For the purposes of this subparagraph (j), a decline in net asset value per share of the Merging Series due to declines in market values of securities in the Merging Series' portfolio, the discharge of Merging Series liabilities, or the redemption of Merging Series Shares by shareholders of the Merging Series shall not constitute a material adverse change; (k) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Merging Series required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Merging Series' knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns; (l) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Merging Series has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated B-4 investment company, has been (or will be) eligible to and has computed (or will compute) its Federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income and net capital gain (as defined in the Code) that has accrued through the Closing Date, and before the Closing Date will have declared dividends sufficient to distribute all of its investment company taxable income and net capital gain for the period ending on the Closing Date; (m) All issued and outstanding shares of the Merging Series are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws. All of the issued and outstanding shares of the Merging Series will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Merging Series, as provided in paragraph 3.3. The Merging Series does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the shares of the Merging Series, nor is there outstanding any security convertible into any of the Merging Series shares; (n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the Trustees of the Trust, on behalf of the Merging Series, and, subject to the approval of the shareholders of the Merging Series, this Agreement will constitute a valid and binding obligation of the Merging Series, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (o) The information to be furnished by the Merging Series for use in registration statements, proxy materials and other documents filed or to be filed with any Federal, state or local regulatory authority (including the NASD), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto; and (p) The proxy statement of the Merging Series (the "Proxy Statement") to be included in the Registration Statement referred to in paragraph 5.6, insofar as it relates to the Merging Series, will, on the effective date of the Registration Statement and on the Closing Date (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading; provided, however, that the representations and warranties in this subparagraph (p) shall not apply to statements in or omissions from the Proxy Statement and the Registration Statement made in reliance upon and in conformity with information that was furnished by the Surviving Series for use therein, and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. 4.2 The Trust, on behalf of the Surviving Series, represents and warrants as follows: (a) The Surviving Series is duly organized as a series of the Trust, which is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts with power under the Trust's Declaration of Trust to own all of its Assets and to carry on its business as it is now being conducted; (b) The Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of shares of the Surviving Series under the 1933 Act, is in full force and effect; (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Surviving Series of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws; (d) The current prospectus and statement of additional information of the Surviving Series and each prospectus and statement of additional information of the Surviving Series used during the three years previous to B-5 the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; (e) On the Closing Date, the Trust, on behalf of the Surviving Series will have good and marketable title to the Surviving Series' assets, free of any liens of other encumbrances, except those liens or encumbrances as to which the Merging Series has received notice and necessary documentation at or prior to the Closing; (f) The Surviving Series is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Declaration of Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust on behalf of the Surviving Series is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Trust on behalf of the Surviving Series is a party or by which it is bound; (g) Except as otherwise disclosed in writing to and accepted by the Trust, on behalf of the Merging Series, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Trust on behalf of the Surviving Series or any of the Surviving Series' properties or assets that, if adversely determined, would materially and adversely affect the Surviving Series' financial condition or the conduct of the Surviving Series' business. The Trust on behalf of the Surviving Series knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects the Surviving Series' business or the Surviving Series' ability to consummate the transactions herein contemplated; (h) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets and Schedule of Investments of the Surviving Series at December 31, 2003, have been audited by PwC, independent registered public accountants, and are in accordance with GAAP consistently applied, and such statements (copies of which have been furnished to the Merging Series) present fairly, in all material respects, the financial condition of the Surviving Series as of such date in accordance with GAAP, and there are no known contingent liabilities of the Surviving Series required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein; (i) Since December 31, 2003, there has not been any material adverse change in the Surviving Series' financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Surviving Series of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Merging Series. For purposes of this subparagraph (i), a decline in net asset value per share of the Surviving Series due to declines in market values of securities in the Surviving Series' portfolio, the discharge of Surviving Series liabilities, or the redemption of Surviving Series Shares by shareholders of the Surviving Series, shall not constitute a material adverse change; (j) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Surviving Series required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Surviving Series' knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns; (k) For each taxable year of its operation (including the taxable year including the Closing Date), the Surviving Series has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company has been eligible to and has computed (or will compute) its Federal income tax under Section 852 of the Code; B-6 (l) All issued and outstanding Surviving Series Shares are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (recognizing that, under Massachusetts law, it is theoretically possible that shareholders of the Merging Series could, under certain circumstances, be held personally liable for obligations of the Merging Series) and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act. The Surviving Series does not have outstanding any options, warrants or other rights to subscribe for or purchase any Surviving Series Shares, nor is there outstanding any security convertible into any Surviving Series Shares; (m) The execution, delivery and performance of this Agreement will have been fully authorized prior to the Closing Date by all necessary action, if any, on the part of the Trustees of the Trust on behalf of the Surviving Series and this Agreement will constitute a valid and binding obligation of the Trust on behalf of the Surviving Series, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (n) Surviving Series Shares to be issued and delivered to the Merging Series, for the account of the Merging Series Shareholders, pursuant to the terms of this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Surviving Series Shares, and will be fully paid and non-assessable (recognizing that, under Massachusetts law, it is theoretically possible that shareholders of the Merging Series could, under certain circumstances, be held personally liable for obligations of the Merging Series); (o) The information to be furnished by the Trust for use in the registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations applicable thereto; and (p) That insofar as it relates to the Surviving Series, the Registration Statement relating to the Surviving Series Shares issuable hereunder, and the proxy materials of the Merging Series to be included in the Registration Statement, and any amendment or supplement to the foregoing, will, from the effective date of the Registration Statement through the date of the meeting of shareholders of the Merging Series contemplated therein (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading; provided, however, that the representations and warranties in this subparagraph (p) shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Merging Series for use therein, and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. 5. COVENANTS OF THE TRUST ON BEHALF OF THE SURVIVING SERIES AND THE MERGING SERIES 5.1 The Surviving Series and the Merging Series each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable. 5.2 The Trust will call a meeting of the shareholders of the Merging Series to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein. 5.3 The Merging Series covenants that the Surviving Series Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement. 5.4 Subject to the provisions of this Agreement, the Surviving Series and the Merging Series will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. B-7 5.5 As soon as is reasonably practicable after the Closing, the Merging Series will make a liquidating distribution to its shareholders consisting of the Surviving Series Shares received at the Closing. 5.6 The Surviving Series and the Merging Series shall each use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable. 5.7 The Trust, on behalf of the Merging Series, covenants that it will, from time to time, as and when reasonably requested by the Trust on behalf of the Surviving Series, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the Trust on behalf of the Surviving Series may reasonably deem necessary or desirable in order to vest in and confirm (a) the Trust's, on behalf of the Merging Series', title to and possession of the Surviving Series Shares to be delivered hereunder, and (b) the Trust's, on behalf of the Surviving Series', title to and possession of all the assets, and to carry out the intent and purpose of this Agreement. 5.8 The Surviving Series will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date. 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING SERIES The obligations of the Trust, on behalf of the Merging Series, to consummate the transactions provided for herein shall be subject, at the Trust's election, to the performance by the Trust, on behalf of the Surviving Series, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Trust, on behalf of the Surviving Series, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 6.2 The Trust, on behalf of the Surviving Series, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Surviving Series on or before the Closing Date; 6.3 The Merging Series and the Surviving Series shall have agreed on the number of full and fractional Surviving Series Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES The obligations of the Trust, on behalf of the Surviving Series, to complete the transactions provided for herein shall be subject, at the Trust's election, to the performance by the Trust, on behalf of the Merging Series, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Trust, on behalf of the Merging Series, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Trust shall have delivered to the Surviving Series a statement of the Merging Series' assets and liabilities, as of the Closing Date, certified by the Treasurer of the Trust; B-8 7.3 The Trust, on behalf of the Merging Series, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Trust, on behalf of the Merging Series, on or before the Closing Date; 7.4 The Merging Series and the Surviving Series shall have agreed on the number of full and fractional Surviving Series Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1; and 7.5 The Merging Series shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed. 8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES AND THE MERGING SERIES If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Trust, on behalf of the Merging Series, or the Trust, on behalf of the Surviving Series, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Merging Series in accordance with the provisions of the Declaration of Trust, applicable Massachusetts law and the 1940 Act. Notwithstanding anything herein to the contrary, the Trust may not waive the conditions set forth in this paragraph 8.1; 8.2 On the Closing Date no action, suit or other proceeding shall be pending or, to its knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Surviving Series or the Merging Series, provided that either party hereto may for itself waive any of such conditions; 8.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and 8.5 The parties shall have received the opinion of McDermott Will & Emery LLP, special tax counsel to the Trust, addressed to the Trust substantially to the effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement, shall for Federal income tax purposes, qualify as a tax free reorganization described in Section 368(a) of the Code. The delivery of such opinion is conditioned upon receipt of representations McDermott, Will & Emery LLP shall request of the Trust. Notwithstanding anything herein to the contrary, the Trust may not waive the condition set forth in this paragraph 8.5. 9. BROKERAGE FEES AND EXPENSES 9.1 The Trust on behalf of the Merging Series and the Trust on behalf of the Surviving Series represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 9.2 The expenses relating to the proposed Reorganizations will be borne by Phoenix Life Insurance Company. The costs of the Reorganizations shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparation of the Registration Statement, printing and distributing B-9 the Surviving Series' prospectus and the Merging Series' proxy materials, legal fees, accounting fees, securities registration fees, and expenses of holding shareholders' meetings. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a "regulated investment company" within the meaning of Section 851 of the Code. 10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES 10.1 The Trust has not made any representation, warranty or covenant not set forth herein; this Agreement constitutes the entire agreement between the parties. 10.2 The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing. 11. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by mutual agreement of the parties, (ii) by either party if the Closing shall not have occurred on or before December 31, 2004, unless such date is extended by mutual agreement of the parties, or (iii) by either party if the other party shall have materially breached its obligations under this Agreement or made a material and intentional misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective Trustees or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive. 12. AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of the Trust; provided, however, that following the meeting of the shareholders of the Merging Series called by the Merging Series pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Surviving Series Shares to be issued to the Merging Series Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. NOTICES Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, personal service or prepaid or certified mail addressed to The Phoenix Edge Series Fund, One American Row, Hartford, CT 06102-5056, Attn: Richard J. Wirth, Esq. 14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY 14.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of laws. 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. B-10 14.5 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Trust personally, but shall bind only the trust property of the Merging Series and Surviving Series, as provided in the Declaration of Trust of the Trust. The execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of such party as provided in the Declaration of Trust. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its President or Vice President and its seal to be affixed thereto and attested by its Secretary or Assistant Secretary.
Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS PHOENIX-OAKHURST GROWTH AND INCOME SERIES __________________________________ By: _______________________________ SECRETARY Title: _______________________________ Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS PHOENIX-MFS INVESTORS TRUST SERIES __________________________________ By: _______________________________ SECRETARY Title: _______________________________
- ----------------------- B-11 PART B STATEMENT OF ADDITIONAL INFORMATION ACQUISITION OF THE ASSETS OF PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES AND PHOENIX-MFS INVESTORS TRUST SERIES BY AND IN EXCHANGE FOR SHARES OF PHOENIX-OAKHURST GROWTH AND INCOME SERIES EACH A SERIES OF THE PHOENIX EDGE SERIES FUND 101 Munson Street Greenfield, Massachusetts 01301 800-541-0171 August 6, 2004 This Statement of Additional Information, relating specifically to the proposed transfer of all of the assets and liabilities of the Phoenix-Alliance/Bernstein Growth + Value Series and Phoenix-MFS Investors Trust Series (the "Merging Series") to the Phoenix-Oakhurst Growth and Income Series (the "Surviving Series") each a series of The Phoenix Edge Series Fund, consists of this cover page and the following described documents: 1) the Statement of Additional Information of The Phoenix Edge Series Fund, as filed via EDGAR on Form N-1A (File No. 033-05033) on April 30, 2004 with Post-Effective Amendment No. 47 to the Prospectus dated May 1, 2004 and incorporated by reference; 2) the Annual Report of The Phoenix Edge Series Fund for the year ended December 31, 2003, as filed via EDGAR on Form N-CRS (File No. 811-04642) on March 8, 2004, and incorporated by reference; and 3) the Pro Forma Financial Statements, filed herewith. This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Prospectus/Proxy Statement dated August 6, 2004. A copy of the Prospectus/Proxy Statement may be obtained without charge by calling Variable Products Operations ("VPO") at 800-541-0171 or by writing to Phoenix Variable Products Mail Operations at PO Box 8027, Boston, Massachusetts 02266-8027. The date of this Statement of Additional Information is August 6, 2004. Phoenix-Oakhurst Growth and Income Series/Phoenix-Alliance/Bernstein Growth + Value Series/Phoenix MFS Investors Trust Series Pro Forma Combined Schedule of Investments December 31, 2003 (Unaudited)
Shares or Par Value Value ========== ========== ========= ========== ============================================ ========= ========== ========= ========== Phoenix- Phoenix- Phoenix- Phoenix- Oakhurst Alliance/ Phoenix- Oakhurst Alliance/ Phoenix- Growth Bernstein MFS Growth Bernstein MFS and Growth Investors Pro Forma and Growth Investors Pro Forma Income + Value Trust Combined Income + Value Trust Combined Series Series Series Portfolios Description Series Series Series Portfolios ========== ========== ========= ========== ============================================ ========= ========== ========= ========== COMMON STOCKS--96.1% 8,400 - - 8,400 3M Co. $ 714,252 $ - $ - $ 714,252 16,400 - 1,306 17,706 Abbott Laboratories 764,240 - 60,860 825,100 3,700 - - 3,700 Adobe Systems, Inc. 145,410 - - 145,410 6,200 - - 6,200 Aetna, Inc. 418,996 - - 418,996 3,900 - - 3,900 AFLAC, Inc. 141,102 - - 141,102 9,100 - - 9,100 Agilent Technologies, Inc. (b) 266,084 - - 266,084 4,500 - - 4,500 AGL Resources, Inc. 130,950 - - 130,950 - - 597 597 Air Products and Chemicals, Inc. - - 31,539 31,539 4,400 - - 4,400 Alexander & Baldwin, Inc. 148,236 - - 148,236 3,700 - - 3,700 Alliance Data Systems Corp. (b) 102,416 - - 102,416 37,600 1,700 - 39,300 Allstate Corp. (The) 1,617,552 73,134 - 1,690,686 6,600 - - 6,600 ALLTEL Corp. 307,428 - - 307,428 5,300 - - 5,300 Altera Corp. (b) 120,310 - - 120,310 2,500 850 2,635 5,985 Altria Group, Inc. 136,050 46,257 143,397 325,704 7,700 - - 7,700 Ambac Financial Group, Inc. 534,303 - - 534,303 - - 520 520 Amdocs Ltd. (b) - - 11,690 11,690 1,000 - - 1,000 Amerada Hess Corp. 53,170 - - 53,170 3,800 3,100 - 6,900 American Electric Power Co., Inc. 115,938 94,581 - 210,519 22,500 - 1,375 23,875 American Express Co. 1,085,175 - 66,316 1,151,491 - 2,800 1,315 4,115 American International Group, Inc. - 185,584 87,158 272,742 - - 190 190 American Standard Cos., Inc. (b) - - 19,133 19,133 - - 1,355 1,355 AmerisourceBergen Corp. - - 76,083 76,083 5,500 3,500 - 9,000 Amgen, Inc. (b) 339,900 216,300 - 556,200 - - 1,275 1,275 Analog Devices, Inc. (b) - - 58,204 58,204 - - 716 716 Anheuser-Busch Cos., Inc. - - 37,719 37,719 800 - - 800 Anthem, Inc. (b) 60,000 - - 60,000 - - 200 200 Applied Biosystems Group - Applera Corp. - - 4,142 4,142 13,600 - - 13,600 Applied Materials, Inc. (b) 305,320 - - 305,320 - - 935 935 ARAMARK Corp. Class B - - 25,638 25,638 - - 1,080 1,080 Archer Daniels Midland Co. - - 16,438 16,438 8,900 - - 8,900 AT&T Corp. 180,670 - - 180,670 21,000 - 4,120 25,120 AT&T Wireless Services, Inc. (b) 167,790 - 32,919 200,709 800 - - 800 Avnet, Inc. (b) 17,328 - - 17,328 31,900 2,000 1,469 35,369 Bank of America Corp. 2,565,717 160,860 118,152 2,844,729 - - 550 550 Bank of New York Co., Inc. (The) - - 18,216 18,216 15,400 - 1,185 16,585 Bank One Corp. 702,086 - 54,024 756,110 3,900 - 210 4,110 Bard (C.R.), Inc. 316,875 - 17,063 333,938 1,800 - - 1,800 Barnes & Noble, Inc. (b) 59,130 - - 59,130 6,600 - - 6,600 Bausch & Lomb, Inc. 342,540 - - 342,540 - - 1,770 1,770 Baxter International, Inc. - - 54,020 54,020 2,700 - - 2,700 Bear Stearns Cos., Inc. (The) 215,865 - - 215,865 800 - - 800 Beckman Coulter, Inc. 40,664 - - 40,664 8,000 - - 8,000 Becton, Dickinson & Co. 329,120 - - 329,120 - 1,100 - 1,100 Bed Bath & Beyond, Inc. (b) - 47,685 - 47,685 43,100 - - 43,100 BellSouth Corp. 1,219,730 - - 1,219,730 8,100 - - 8,100 Black & Decker Corp. (The) 399,492 - - 399,492 2,400 - - 2,400 Block (H&R), Inc. 132,888 - - 132,888 17,600 - - 17,600 Blockbuster, Inc. Class A 315,920 - - 315,920 6,600 - - 6,600 BMC Software, Inc. (b) 123,090 - - 123,090 11,700 - - 11,700 Briggs & Stratton Corp. 788,580 - - 788,580 80,100 - - 80,100 Bristol-Myers Squibb Co. 2,290,860 - - 2,290,860 1,400 - - 1,400 Brunswick Corp. 44,562 - - 44,562 - 3,600 - 3,600 Burlington Northern Santa Fe Corp. - 116,460 - 116,460 1,700 - - 1,700 Capital Automotive REIT 54,400 - - 54,400 900 - - 900 Capital One Financial Corp. 55,161 - - 55,161 - - 400 400 Cardinal Health, Inc. - - 24,464 24,464 2,900 - - 2,900 Caterpillar, Inc. 240,758 - - 240,758 11,000 - - 11,000 Cendant Corp. (b) 244,970 - - 244,970 6,300 - - 6,300 CenturyTel, Inc. 205,506 - - 205,506 24,500 - - 24,500 ChevronTexaco Corp. 2,116,555 - - 2,116,555 - 1,800 600 2,400 Chubb Corp. (The) - 122,580 40,860 163,440 1,900 - - 1,900 CIGNA Corp. 109,250 - - 109,250 106,400 7,900 7,805 122,105 Cisco Systems, Inc. (b) 2,584,456 191,891 189,583 2,965,930 64,300 7,200 5,270 76,770 Citigroup, Inc. 3,121,122 349,488 255,806 3,726,416 3,900 - - 3,900 Citrix Systems, Inc. (b) 82,719 - - 82,719 12,400 - - 12,400 Claire's Stores, Inc. 233,616 - - 233,616 - - 1,944 1,944 Clear Channel Communications, Inc. - - 91,037 91,037 9,300 - - 9,300 Clorox Co. (The) 451,608 - - 451,608 - - 500 500 Colgate-Palmolive Co. - - 25,025 25,025 - 9,215 2,471 11,686 Comcast Corp. Class A (b) - 288,245 81,222 369,467 2,700 - - 2,700 Computer Sciences Corp. (b) 119,421 - - 119,421 14,800 - - 14,800 ConAgra Foods, Inc. 390,572 - - 390,572 6,000 - - 6,000 Conexant Systems, Inc. (b) 29,820 - - 29,820 5,000 2,520 - 7,520 ConocoPhillips 327,850 165,236 - 493,086 - 1,500 - 1,500 Constellation Energy Group, Inc. - 58,740 - 58,740
1 Phoenix-Oakhurst Growth and Income Series/Phoenix-Alliance/Bernstein Growth + Value Series/Phoenix MFS Investors Trust Series Pro Forma Combined Schedule of Investments December 31, 2003 (Unaudited) (Continued)
Shares or Par Value Value ========== ========== ========= ========== ============================================ ========= ========== ========= ========== Phoenix- Phoenix- Phoenix- Phoenix- Oakhurst Alliance/ Phoenix- Oakhurst Alliance/ Phoenix- Growth Bernstein MFS Growth Bernstein MFS and Growth Investors Pro Forma and Growth Investors Pro Forma Income + Value Trust Combined Income + Value Trust Combined Series Series Series Portfolios Description Series Series Series Portfolios ========== ========== ========= ========== ============================================ ========= ========== ========= ========== - 1,100 - 1,100 Cooper Industries Ltd. Class A - 63,723 - 63,723 2,900 - - 2,900 Corn Products International, Inc. 99,905 - - 99,905 - 2,600 - 2,600 CSX Corp. - 93,444 - 93,444 - - 1,125 1,125 CVS Corp. - - 40,635 40,635 - - 200 200 Danaher Corp. - - 18,350 18,350 5,200 - - 5,200 Deere & Co. 338,260 - - 338,260 31,000 8,400 500 39,900 Dell, Inc. (b) 1,052,760 285,264 16,980 1,355,004 - - 981 981 Dominion Resources, Inc. - - 62,617 62,617 3,100 - 1,040 4,140 Dow Chemical Co. (The) 128,867 - 43,233 172,100 - 1,300 - 1,300 Du Pont (E.I.) de Nemours & Co. - 59,657 - 59,657 27,200 - - 27,200 Eastman Kodak Co. 698,224 - - 698,224 5,700 400 325 6,425 Eaton Corp. 615,486 43,192 35,094 693,772 - 2,200 - 2,200 eBay, Inc. (b) - 142,098 - 142,098 - - 620 620 EchoStar Communications Corp. Class A (b) - - 21,080 21,080 - 3,100 - 3,100 Electronic Arts, Inc. (b) - 148,118 - 148,118 29,200 - - 29,200 EMC Corp. (b) 377,264 - - 377,264 - - 580 580 Emerson Electric Co. - - 37,555 37,555 3,000 - - 3,000 Endo Pharmaceuticals Holdings, Inc. (b) 57,780 - - 57,780 8,200 1,400 200 9,800 Entergy Corp. 468,466 79,982 11,426 559,874 17,000 - 990 17,990 Exelon Corp. 1,128,120 - 65,697 1,193,817 19,400 - - 19,400 ExpressJet Holdings, Inc. (b) 291,000 - - 291,000 91,000 - 4,960 95,960 Exxon Mobil Corp. 3,731,000 - 203,360 3,934,360 3,100 3,500 2,125 8,725 Fannie Mae 232,686 262,710 159,502 654,898 14,100 700 - 14,800 Federated Department Stores, Inc. 664,533 32,991 - 697,524 - - 750 750 FedEx Corp. - - 50,625 50,625 5,400 - - 5,400 First Data Corp. 221,886 - - 221,886 - - 540 540 FirstEnergy Corp. - - 19,008 19,008 23,200 1,300 - 24,500 FleetBoston Financial Corp. 1,012,680 56,745 - 1,069,425 4,000 - - 4,000 Flowers Foods, Inc. 103,200 - - 103,200 37,900 - - 37,900 Ford Motor Co. 606,400 - - 606,400 8,300 - - 8,300 Fortune Brands, Inc. 593,367 - - 593,367 4,100 - - 4,100 Fox Entertainment Group, Inc. Class A (b) 119,515 - - 119,515 2,800 - - 2,800 Freddie Mac 163,296 - - 163,296 5,400 - - 5,400 Fresh Del Monte Produce, Inc. 128,682 - - 128,682 - - 355 355 Gannett Co., Inc. - - 31,652 31,652 29,500 - - 29,500 Gap, Inc. (The) 684,695 - - 684,695 - 8,850 7,005 15,855 General Electric Co. - 274,173 217,015 491,188 2,700 - - 2,700 General Motors Corp. 144,180 - - 144,180 - - 700 700 Genzyme Corp. (b) - - 34,538 34,538 - - 600 600 Gilead Sciences, Inc. (b) - - 34,884 34,884 36,100 - - 36,100 Gillette Co. (The) 1,325,953 - - 1,325,953 24,100 - - 24,100 GlobespanVirata, Inc. (b) 141,708 - - 141,708 - 1,000 410 1,410 Golden West Financial Corp. - 103,190 42,308 145,498 1,400 1,800 278 3,478 Goldman Sachs Group, Inc. (The) 138,222 177,714 27,447 343,383 - - 600 600 Grainger (W.W.), Inc. - - 28,434 28,434 20,400 - - 20,400 Great Plains Energy, Inc. 649,128 - - 649,128 5,000 - - 5,000 GTECH Holdings Corp. 247,450 - - 247,450 7,400 - 1,360 8,760 Guidant Corp. 445,480 - 81,872 527,352 - - 1,810 1,810 Halliburton Co. - - 47,060 47,060 - - 300 300 Harley-Davidson, Inc. - - 14,259 14,259 1,800 - - 1,800 Harris Corp. 68,310 - - 68,310 - - 450 450 Hartford Financial Services Group, Inc. (The) - - 26,564 26,564 6,100 - - 6,100 Hasbro, Inc. 129,808 - - 129,808 - - 300 300 HCA, Inc. - - 12,888 12,888 53,700 8,800 3,114 65,614 Hewlett-Packard Co. 1,233,489 202,136 71,529 1,507,154 12,500 - - 12,500 Hibernia Corp. Class A 293,875 - - 293,875 19,600 - 2,675 22,275 Home Depot, Inc. (The) 695,604 - 94,936 790,540 6,700 - - 6,700 HON Industries, Inc. 290,244 - - 290,244 2,600 - - 2,600 Hubbell, Inc. Class B 114,660 - - 114,660 1,000 - 328 1,328 Illinois Tool Works, Inc. 83,910 - 27,522 111,432 2,500 - - 2,500 IMS Health, Inc. 62,150 - - 62,150 17,500 - - 17,500 Ingersoll-Rand Co. Class A 1,187,900 - - 1,187,900 105,700 7,000 3,190 115,890 Intel Corp. 3,403,540 225,400 102,718 3,731,658 - - 320 320 InterActiveCorp (b) - - 10,858 10,858 19,400 - 1,730 21,130 International Business Machines Corp. 1,797,992 - 160,336 1,958,328 1,500 - - 1,500 Intuit, Inc. (b) 79,365 - - 79,365 900 - - 900 Invitrogen Corp. (b) 63,000 - - 63,000 7,300 - - 7,300 iStar Financial, Inc. 283,970 - - 283,970 57,900 - - 57,900 J.P. Morgan Chase & Co. 2,126,667 - - 2,126,667 30,100 800 3,510 34,410 Johnson & Johnson 1,554,966 41,328 181,327 1,777,621 25,200 - - 25,200 Kellogg Co. 959,616 - - 959,616 - - 647 647 Kimberly-Clark Corp. - - 38,231 38,231 - 1,000 890 1,890 Kohl's Corp. (b) - 44,940 39,997 84,937 - 2,500 - 2,500 Kroger Co. (The) (b) - 46,275 - 46,275 4,800 - - 4,800 Lear Corp. 294,384 - - 294,384
2 Phoenix-Oakhurst Growth and Income Series/Phoenix-Alliance/Bernstein Growth + Value Series/Phoenix MFS Investors Trust Series Pro Forma Combined Schedule of Investments December 31, 2003 (Unaudited) (Continued)
Shares or Par Value Value ========== ========== ========= ========== ============================================ ========= ========== ========= ========== Phoenix- Phoenix- Phoenix- Phoenix- Oakhurst Alliance/ Phoenix- Oakhurst Alliance/ Phoenix- Growth Bernstein MFS Growth Bernstein MFS and Growth Investors Pro Forma and Growth Investors Pro Forma Income + Value Trust Combined Income + Value Trust Combined Series Series Series Portfolios Description Series Series Series Portfolios ========== ========== ========= ========== ============================================ ========= ========== ========= ========== 6,300 1,000 370 7,670 Lehman Brothers Holdings, Inc. 486,486 77,220 28,571 592,277 4,300 - - 4,300 Lennox International, Inc. 71,810 - - 71,810 2,400 - - 2,400 Lexmark International, Inc. (b) 188,736 - - 188,736 11,700 - - 11,700 Lincoln National Corp. 472,329 - - 472,329 7,500 - - 7,500 Linear Technology Corp. 315,525 - - 315,525 9,800 - - 9,800 Liz Claiborne, Inc. 347,508 - - 347,508 14,100 - 930 15,030 Lockheed Martin Corp. 724,740 - 47,802 772,542 - 2,700 - 2,700 Lowe's Cos., Inc. - 149,553 - 149,553 10,800 - - 10,800 LSI Logic Corp. (b) 95,796 - - 95,796 2,700 - - 2,700 Lubrizol Corp. (The) 87,804 - - 87,804 - - 545 545 Marsh & McLennan Cos., Inc. - - 26,100 26,100 20,800 - - 20,800 Mattel, Inc. 400,816 - - 400,816 - 1,900 - 1,900 Maxim Integrated Products, Inc. - 94,620 - 94,620 24,500 - 1,375 25,875 May Department Stores Co. (The) 712,215 - 39,971 752,186 38,000 9,350 1,040 48,390 MBNA Corp. 944,300 232,348 25,844 1,202,492 25,500 - 1,045 26,545 McDonald's Corp. 633,165 - 25,947 659,112 6,100 - - 6,100 McGraw-Hill Cos., Inc. (The) 426,512 - - 426,512 12,800 - - 12,800 McKesson Corp. 411,648 - - 411,648 - 2,500 - 2,500 MeadWestvaco Corp. - 74,375 - 74,375 - 3,100 - 3,100 Medtronic, Inc. - 150,691 - 150,691 - - 770 770 Mellon Financial Corp. - - 24,725 24,725 27,500 - - 27,500 Merck & Co., Inc. 1,270,500 - - 1,270,500 21,800 700 1,929 24,429 Merrill Lynch & Co., Inc. 1,278,570 41,055 113,136 1,432,761 34,600 3,500 845 38,945 MetLife, Inc. 1,164,982 117,845 28,451 1,311,278 133,800 10,400 10,295 154,495 Microsoft Corp. 3,684,852 286,416 283,524 4,254,792 12,500 - - 12,500 Monsanto Co. 359,750 - - 359,750 19,900 800 - 20,700 Morgan Stanley 1,151,613 46,296 - 1,197,909 27,600 - - 27,600 Motorola, Inc. 388,332 - - 388,332 20,000 - - 20,000 Mylan Laboratories, Inc. 505,200 - - 505,200 - 3,400 - 3,400 National City Corp. - 115,396 - 115,396 - - 1,940 1,940 New York Times Co. (The) Class A - - 92,712 92,712 - - 2,100 2,100 Newell Rubbermaid, Inc. - - 47,817 47,817 2,500 - - 2,500 Newmont Mining Corp. 121,525 - - 121,525 5,700 - - 5,700 Nextel Communications, Inc. Class A (b) 159,942 - - 159,942 30,200 - - 30,200 NiSource, Inc. 662,588 - - 662,588 - - 550 550 Noble Corp. (b) - - 19,679 19,679 9,100 - - 9,100 Nordstrom, Inc. 312,130 - - 312,130 - 4,800 - 4,800 Norfolk Southern Corp. - 113,520 - 113,520 40,500 2,400 - 42,900 Occidental Petroleum Corp. 1,710,720 101,376 - 1,812,096 16,500 - - 16,500 Old Republic International Corp. 418,440 - - 418,440 55,800 - - 55,800 Oracle Corp. (b) 736,560 - - 736,560 2,800 - - 2,800 PACCAR, Inc. 238,336 - - 238,336 7,000 - - 7,000 PanAmSat Corp. (b) 150,920 - - 150,920 8,600 1,300 2,195 12,095 PepsiCo, Inc. 400,932 60,606 102,331 563,869 12,000 - - 12,000 PerkinElmer, Inc. 204,840 - 204,840 64,620 11,040 2,564 78,224 Pfizer, Inc. 2,283,025 390,043 90,586 2,763,654 1,800 - - 1,800 PNC Financial Services Group, Inc. (The) 98,514 - - 98,514 - - 750 750 PPG Industries, Inc. - - 48,015 48,015 200 1,400 400 2,000 PPL Corp. 8,750 61,250 17,500 87,500 - - 1,950 1,950 Praxair, Inc. - - 74,490 74,490 9,000 - 9,000 Principal Financial Group, Inc. 297,630 - - 297,630 10,000 500 1,245 11,745 Procter & Gamble Co. (The) 998,800 49,940 124,351 1,173,091 - 1,200 - 1,200 Progressive Corp. (The) - 100,308 - 100,308 1,800 - - 1,800 Prudential Financial, Inc. 75,186 - - 75,186 11,700 - - 11,700 QUALCOMM, Inc. 630,981 - - 630,981 2,700 - - 2,700 R.J. Reynolds Tobacco Holdings, Inc. 157,005 - - 157,005 11,100 - - 11,100 RadioShack Corp. 340,548 - - 340,548 3,100 - - 3,100 Reebok International Ltd. 121,892 - - 121,892 4,100 - 505 4,605 Rockwell Automation, Inc. 145,960 - 17,978 163,938 - 4,100 700 4,800 Safeway, Inc. (b) - 89,831 15,337 105,168 33,300 - 1,700 35,000 SBC Communications, Inc. 868,131 - 44,319 912,450 - - 3,795 3,795 Schering-Plough Corp. - - 65,995 65,995 - - 928 928 Schlumberger Ltd. - - 50,780 50,780 3,100 - - 3,100 Scientific-Atlanta, Inc. 84,630 - - 84,630 - 1,400 - 1,400 Sears, Roebuck and Co. - 63,686 - 63,686 - 2,100 - 2,100 Sempra Energy - 63,126 - 63,126 14,500 - - 14,500 Sherwin-Williams Co. (The) 503,730 - - 503,730 3,600 - - 3,600 Smucker (J.M.) Co. (The) 163,044 - - 163,044 - 2,000 - 2,000 Smurfit-Stone Container Corp. (b) - 37,140 - 37,140 - 15,400 - 15,400 Solectron Corp. (b) - 91,014 - 91,014 - - 900 900 Southwest Airlines Co. - - 14,526 14,526 52,600 3,400 - 56,000 Sprint Corp. (FON Group) 863,692 55,828 - 919,520 - 5,900 1,840 7,740 Sprint Corp. (PCS Group) (b) - 33,158 10,341 43,499 - - 380 380 Starwood Hotels & Resorts Worldwide, Inc. - - 13,669 13,669 - - 500 500 State Street Corp. - - 26,040 26,040
3 Phoenix-Oakhurst Growth and Income Series/Phoenix-Alliance/Bernstein Growth + Value Series/Phoenix MFS Investors Trust Series Pro Forma Combined Schedule of Investments December 31, 2003 (Unaudited) (Continued)
Shares or Par Value Value ========== ========== ========= ========== ============================================ ========= ========== ========= ========== Phoenix- Phoenix- Phoenix- Phoenix- Oakhurst Alliance/ Phoenix- Oakhurst Alliance/ Phoenix- Growth Bernstein MFS Growth Bernstein MFS and Growth Investors Pro Forma and Growth Investors Pro Forma Income + Value Trust Combined Income + Value Trust Combined Series Series Series Portfolios Description Series Series Series Portfolios ========== ========== ========= ========== ============================================ ========= ========== ========= ========== 6,500 - - 6,500 Storage Technology Corp. (b) 167,375 - - 167,375 - - 510 510 SunTrust Banks, Inc. - - 36,465 36,465 - - 2,042 2,042 Target Corp. - - 78,413 78,413 - 300 - 300 Tech Data Corp. (b) - 11,907 - 11,907 4,600 - - 4,600 Tekelec (b) 71,530 - - 71,530 - 4,800 - 4,800 Tellabs, Inc. (b) - 40,464 - 40,464 - - 4,150 4,150 Tenet Healthcare Corp. (b) - - 66,607 66,607 26,800 - 709 27,509 Texas Instruments, Inc. 787,384 - 20,830 808,214 3,300 2,300 - 5,600 Textron, Inc. 188,298 131,238 - 319,536 12,300 - - 12,300 Thermo Electron Corp. (b) 309,960 - - 309,960 64,000 - 5,130 69,130 Time Warner, Inc. (b) 1,151,360 - 92,289 1,243,649 - - 2,570 2,570 TJX Cos., Inc. (The) - - 56,668 56,668 - - 960 960 Transocean, Inc. (b) - - 23,050 23,050 - 5,200 - 5,200 Travelers Property Casualty Corp. Class A (b) - 87,256 - 87,256 11,500 - 3,215 14,715 Tyco International Ltd. 304,750 - 85,197 389,947 70,700 - 2,020 72,720 U.S. Bancorp 2,105,446 - 60,156 2,165,602 - - 942 942 Union Pacific Corp. - - 65,450 65,450 9,900 - - 9,900 UnionBanCal Corp. 569,646 - - 569,646 6,150 - - 6,150 United Online, Inc. (b) 103,258 - - 103,258 - 557 557 United Parcel Service, Inc. Class B - - 41,524 41,524 11,200 - 100 11,300 United Technologies Corp. 1,061,424 - 9,477 1,070,901 21,400 3,000 - 24,400 UnitedHealth Group, Inc. 1,245,052 174,540 1,419,592 - - 1,680 1,680 Unocal Corp. - - 61,874 61,874 9,300 - - 9,300 V. F. Corp. 402,132 - - 402,132 - 1,000 - 1,000 Valero Energy Corp. - 46,340 - 46,340 500 - - 500 Varian Medical Systems, Inc. 34,550 - - 34,550 17,900 - - 17,900 VeriSign, Inc. (b) 291,770 - - 291,770 12,100 2,500 522 15,122 VERITAS Software Corp. (b) 449,636 92,900 19,398 561,934 44,400 - 2,140 46,540 Verizon Communications, Inc. 1,557,552 - 75,071 1,632,623 - 4,100 3,105 7,205 Viacom, Inc. Class B - 181,958 137,800 319,758 9,300 - - 9,300 Viad Corp. 232,500 - - 232,500 38,700 1,900 - 40,600 Wachovia Corp. 1,803,033 88,521 - 1,891,554 - 2,400 - 2,400 Walgreen Co. - 87,312 - 87,312 8,200 4,300 1,820 14,320 Wal-Mart Stores, Inc. 435,010 228,115 96,551 759,676 21,300 - 900 22,200 Walt Disney Co. (The) 496,929 - 20,997 517,926 - 1,400 - 1,400 Washington Mutual, Inc. - 56,168 - 56,168 3,200 - - 3,200 Waters Corp. 106,112 - - 106,112 7,200 - - 7,200 WellPoint Health Networks, Inc. 698,328 - - 698,328 - - 3,095 3,095 Wells Fargo & Co. - - 182,264 182,264 4,500 - 4,500 Weyerhaeuser Co. 288,000 - - 288,000 - 1,500 - 1,500 Whirlpool Corp. 108,975 - 108,975 8,100 - - 8,100 Wolverine World Wide, Inc. 165,078 - - 165,078 26,000 1,700 2,565 30,265 Wyeth 1,103,700 72,165 108,884 1,284,749 - - 2,200 2,200 Xerox Corp. (b) - - 30,360 30,360 - 900 - 900 Yahoo!, Inc. (b) - 40,653 - 40,653 ----------- --------- --------- ----------- TOTAL COMMON STOCKS 104,472,619 8,645,274 6,642,107 119,760,000 FOREIGN COMMON STOCKS--2.3% 15,300 - 1,290 16,590 Accenture Ltd. Class A (b) 402,696 - 33,953 436,649 - - 985 985 AstraZeneca plc - - 47,256 47,256 6,500 - - 6,500 Autoliv, Inc. 244,725 - - 244,725 - - 1,075 1,075 Bayerische Motoren Werke AG - - 50,102 50,102 - - 2,200 2,200 BHP Billiton plc - - 19,219 19,219 - - 296 296 BP plc ADR - - 14,607 14,607 - - 779 779 Canadian National Railway Co. - - 49,295 49,295 - - 325 325 EnCana Corp. - - 12,818 12,818 - - 760 760 EnCana Corp. (c ) - - 29,994 29,994 - 5,400 - 5,400 Flextronics International Ltd. (b) - 80,136 - 80,136 - 2,800 - 2,800 GlaxoSmithKline plc ADR - 130,536 - 130,536 - - 1,800 1,800 Koninklijke (Royal) KPN NV (b) - - 13,895 13,895 - 1,400 250 1,650 Magna International, Inc. Class A - 112,070 20,013 132,083 - - 840 840 Nokia Oyj ADR - - 14,280 14,280 - 13,600 - 13,600 Nortel Networks Corp. (b) - 57,528 - 57,528 - - 2,130 2,130 Novartis AG Registered Shares - - 96,705 96,705 - - 2,330 2,330 Reckitt Benckiser plc - - 52,722 52,722 3,500 - - 3,500 RenaissanceRe Holdings Ltd. 171,675 - - 171,675 - - 560 560 Roche Holding AG - - 56,487 56,487 14,600 - - 14,600 Royal Dutch Petroleum Co. NY Registered Shares 764,894 - - 764,894 - - 691 691 STMicroelectronics NV - - 18,664 18,664 - - 380 380 Total SA ADR - - 35,154 35,154 4,500 - - 4,500 Unilever NV NY Registered Shares 292,050 - - 292,050 - - 445 445 XL Capital Ltd. Class A - - 34,510 34,510 --------- ---------- --------- ---------- TOTAL FOREIGN COMMON STOCKS 1,876,040 380,270 599,674 2,855,984
4 Phoenix-Oakhurst Growth and Income Series/Phoenix-Alliance/Bernstein Growth + Value Series/Phoenix MFS Investors Trust Series Pro Forma Combined Schedule of Investments December 31, 2003 (Unaudited) (Continued)
Shares or Par Value Value ========== ========== ========= ========== ====================================== =========== ========== ========= =========== Phoenix- Phoenix- Phoenix- Phoenix- Oakhurst Alliance/ Phoenix- Oakhurst Alliance/ Phoenix- Growth Bernstein MFS Growth Bernstein MFS and Growth Investors Pro Forma and Growth Investors Pro Forma Income + Value Trust Combined Income + Value Trust Combined Series Series Series Portfolios Description Series Series Series Portfolios ========== ========== ========= ========== ====================================== =========== ========== ========= =========== FOREIGN PREFERRED STOCKS--0.0% - - 47 47 Porsche AG Pfd. - - 27,894 27,894 ----------- --------- --------- ----------- TOTAL FOREIGN PREFERRED STOCKS - - 27,894 27,894 SHORT-TERM OBLIGATIONS--1.8% 1,550,000 - - 1,550,000 Emerson Electric Co. 0.95%, 1/2/04 1,549,959 - - 1,549,959 - - 350,000 350,000 FHLB Discount Note 0.75%, 1/2/04 - - 349,993 349,993 SSgA Money Market Fund (0.72% - 291,860 - 291,860 seven day effective yield) - 291,860 - 291,860 ----------- --------- --------- ----------- TOTAL SHORT-TERM OBLIGATIONS 1,549,959 291,860 349,993 2,191,812 TOTAL INVESTMENTS--100.2% 107,898,618 9,317,404 7,619,668 124,835,690(a) (Identified cost $97,146,278, $8,137,782, $6,663,857 and $111,947,917) Other assets and liabilities, net---(0.2)% (180,807) 28,498 (121,149) (273,458) ----------- --------- --------- ----------- NET ASSETS--100.0% $107,717,811 $9,345,902 $7,498,519 $124,562,232 =========== ========= ========= =========== (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $19,802,355 and gross depreciation of $7,570,769 for federal income tax purposes. At December 31, 2003, the aggregate cost of securities for federal income tax purposes was $112,604,104. (b) Non-income producing. (c) Shares Traded on Toronto Exchange SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS
5 Phoenix-Oakhurst Growth and Income Series/Phoenix-Alliance/Bernstein Growth + Value Series/Phoenix-MFS Investors Trust Series Pro Forma Combined Statement of Assets and Liabilities December 31, 2003 (Unaudited)
=============== =============== ============= ============= ============== Phoenix- Phoenix- Oakhurst Alliance/ Phoenix-MFS Pro Forma Growth Bernstein Investors Adjustments Combined and Income Growth + Trust Portfolios Series Value Series Series =============== =============== ============= ============= ============== ASSETS Investment securities at value (Identified cost $97,146,278, $8,137,782, $6,663,857 and $111,947,917) $ 107,898,618 $ 9,317,404 $ 7,619,668 $ - $ 124,835,690 Cash 2,791 - 461 - 3,252 Foreign currency at value (Identified cost $3,604) - - 3,628 - 3,628 Receivables Investment securities sold - - 12,711 - 12,711 Fund shares sold 80,547 63,059 4,193 - 147,799 Dividends and Interest 131,137 12,009 10,047 - 153,193 Tax reclaims - - 461 - 461 Receivable from adviser - 6,373 11,434 - 17,807 Prepaid expenses 1,348 98 86 - 1,532 -------------- -------------- ------------ ------------ ------------- Total assets 108,114,441 9,398,943 7,662,689 - 125,176,073 -------------- -------------- ------------ ------------ ------------- LIABILITIES Payables Investment securities purchased - - 85,354 - 85,354 Fund shares repurchased 257,729 1,172 17,291 - 276,192 Investment advisory fee 61,076 - - - 61,076 Administration fee 6,804 583 475 - 7,862 Financial agent fee 8,370 3,639 3,560 - 15,569 Printing fee 24,719 11,819 11,606 - 48,144 Professional fee 28,133 29,787 30,037 - 87,957 Custodian fee 4,472 485 10,291 - 15,248 Trustees' fee 2,360 2,360 2,360 - 7,080 Accrued expenses 2,967 3,196 3,196 - 9,359 -------------- -------------- ------------ ------------ ------------- Total liabilities 396,630 53,041 164,170 - 613,841 -------------- -------------- ------------ ------------ ------------- NET ASSETS $ 107,717,811 $ 9,345,902 $ 7,498,519 $ - $ 124,562,232 ============== ============== ============ ============ ============= Net Assets Consist of: Capital paid in on shares of beneficial interest $ 117,781,311 $ 8,943,353 $ 7,028,797 $ (1,263,212) $ 132,490,249 Undistributed net investment income 199,110 - 4,428 (4,428)(b) 199,110 Accumulated net realized gain (loss) (21,014,950) (777,073) (490,567) 1,267,640 (b) (21,014,950) Net unrealized appreciation 10,752,340 1,179,622 955,861 - $ 12,887,823 -------------- -------------- ------------ ------------ ------------- Net Assets $ 107,717,811 $ 9,345,902 $ 7,498,519 $ - $ 124,562,232 ============== ============== ============ ============ ============= Shares of beneficial interest outstanding, $1 par value, unlimited authorization 9,742,784 933,312 749,672 (159,980)(a) 11,265,788 Net assets $ 107,717,811 $ 9,345,902 $ 7,498,519 - $ 124,562,232 Net asset value per share $ 11.06 $ 10.01 $ 10.00 - $ 11.06
(a) Adjustment reflects additional shares issued in conversion. (b) Adjustment reflects closing entry of capital accounts for target fund. See Notes to Pro Forma Financial Statements. 6 Phoenix-Oakhurst Growth and Income Series/Phoenix-Alliance/Bernstein Growth + Value Series/Phoenix-MFS Investors Trust Series Pro Forma Combined Statement of Operations January 1, 2003 through December 31, 2003 (Unaudited)
=============== =============== ============= ============= ============== Phoenix- Phoenix- Oakhurst Alliance/ Phoenix-MFS Pro Forma Growth Bernstein Investors Adjustments Combined and Income Growth + Trust Portfolios Series Value Series Series =============== =============== ============= ============= ============== INVESTMENT INCOME Dividends $ 1,876,377 $ 106,804 $ 92,010 $ - $ 2,075,191 Interest 14,351 2,034 2,692 - 19,077 Foreign taxes withheld (5,166) (462) (790) - (6,418) -------------- -------------- ------------ ------------ ------------- Total investment income 1,885,562 108,376 93,912 - 2,087,850 -------------- -------------- ------------ ------------ ------------- EXPENSES Investment advisory fee 619,735 57,247 42,356 (12,927) 706,411 Financial agent fee 92,167 40,835 40,158 (44,940) 128,220 Administration fee 68,171 (a) 5,186 (a) 4,349 (a) 3,027 (a) 80,733 Printing 37,889 19,769 11,769 (25,583) 43,844 Professional 17,769 27,189 27,489 (40,947) 31,500 Custodian 37,501 13,139 79,788 (98,934) 31,494 Trustees 5,931 5,931 6,394 (11,589) 6,667 Miscellaneous 11,982 9,214 9,133 (9,498) 20,831 -------------- -------------- ------------ ------------ ------------- Total expenses 891,145 178,510 221,436 (241,391) 1,049,700 Less expenses borne by investment advisor (50,061) (104,425) (164,959) 228,463 (90,982) Custodian fees paid indirectly (15) - (2) - (17) -------------- -------------- ------------ ------------ ------------- Net expenses 841,069 74,085 56,475 (12,928) 958,701 -------------- -------------- ------------ ------------ ------------- NET INVESTMENT INCOME (LOSS) 1,044,493 34,291 37,437 12,928 1,129,149 NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on securities (1,127,003) (232,521) 12,970 - (1,346,554) Net realized gain (loss) on foreign currency transactions - - (203) - (203) Net change in unrealized appreciation (depreciation) on investments 22,233,757 1,794,570 1,169,474 - 25,197,801 Net change in unrealized appreciation (depreciation) on foreign currency and foreign currency transactions - - 21 - 21 -------------- -------------- ------------ ------------ ------------- Net gain (loss) on investments 21,106,754 1,562,049 1,182,262 - 23,851,065 -------------- -------------- ------------ ------------ ------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 22,151,247 $ 1,596,340 $ 1,219,699 $ 12,928 $ 24,980,214 ============== ============== ============ ============ =============
Adjustments: (a) Reflects administration fees of 0.077% for a twelve month period, 1/1/03 - 12/31/03. Effective 1/1/04, the fee is 0.08%. The adjustment column reflects what the annual fee would be based on combined assets at the new rate of 0.08%. Note: The expenses for Phoenix-Oakhurst Growth and Income Series are based on the expense schedule which became effective 2/29/04. See Notes to Pro Forma Financial Statements. 7 PHOENIX-OAKHURST GROWTH AND INCOME SERIES/PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES/PHOENIX-MFS INVESTORS TRUST SERIES NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2003 (UNAUDITED) 1. BASIS OF COMBINATION The unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of Operations give effect to the proposed merger of the Phoenix-Alliance/Bernstein Growth + Value Series ("Growth + Value") and Phoenix-MFS Investors Trust Series ("MFS Investors Trust") into the Phoenix-Oakhurst Growth and Income Series ("Growth and Income"). The proposed merger will be accounted for by the method of accounting for tax-free mergers of investment companies. The merger provides for the transfer of all of the assets of Growth + Value and MFS Investors Trust to Growth and Income and the subsequent liquidation of Growth + Value and MFS Investors Trust. The accounting survivor in the proposed merger will be Growth and Income. This is because the Surviving Series will invest in a style that is similar to the way in which Growth and Income is currently operated (including hedging and investment in debt securities). Additionally, Growth and Income has a significantly larger asset base than Growth + Value and MFS Investors Trust. The pro forma combined statements should be read in conjunction with the historical financial statements of the constituent fund and the notes thereto incorporated by reference in the Registration Statement filed on Form N-14. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Growth + Value, MFS Investors Trust and Growth and Income are all, open-end, management investment companies registered under the Investment Company Act of 1940, as amended. 2. SHARES OF BENEFICIAL INTEREST The Pro Forma net asset value per share assumes the issuance of additional shares of Growth and Income which would have been issued at December 31, 2003 in connection with the proposed reorganization. The amount of additional shares assumed to be issued was calculated based on the net assets, as of December 31, 2003, of Growth + Value of $9,345,902 and MFS Investors Trust of $7,498,519 and the net asset value of Growth and Income of $11.06. The Pro Forma Statement of Assets & Liabilities reflects the combined Pro Forma shares outstanding as calculated above. 3. PRO FORMA OPERATIONS Pro Forma operating expenses are based on the expense schedule of Growth and Income which became effective February 29, 2004, the actual expenses of Growth + Value and MFS Investors Trust and the combined Series, with certain expenses adjusted to reflect the expected expenses of the combined entity. The investment advisory and financial agent fees have been calculated for the combined Series based on the fee schedule in effect for Growth and Income at the combined level of average net assets for the period ended December 31, 2003. 4. PORTFOLIO VALUATION Equity securities are valued at the last sale price, or if there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost which approximates market. All other securities and assets are valued at fair value as determined in good faith by or under the direction of the Trustees. Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis. 5. COMPLIANCE As of September 14, 2004, all the securities held by the Merging Series would comply with the compliance guidelines, investment restrictions and diversification requirements under the Investment Company Act of 1940, as amended. The Surviving Series has elected to be taxed as a "regulated investment company" under the requirements of Subchapter M of the Internal Revenue Code ("IRC"). After the acquisition, the Surviving Series intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the IRC, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, Federal income taxes. 6. FEDERAL INCOME TAX INFORMATION The Series have capital loss carryovers which may be used to offset future capital gains, as follows:
Expiration Date Surviving Series Merging Series Merging Series Phoenix-Oakhurst Phoenix-MFS Phoenix-Alliance/Bernstein Growth and Income Series Investors Trust Series Growth + Value Series 2009 $3,195,522 -- -- 2010 $11,717,280 $326,812 $462,448 2011 $5,419,237 $6,486 $303,453 Total $20,332,039 $333,298 $765,901
In addition, the Series have deferred post-October losses as follows: Surviving Series Phoenix-Oakhurst Growth and Income Series $178,131 Merging Series Phoenix-MFS Investors Trust Series $12,736 Merging Series Phoenix-Alliance/Bernstein Growth + Value Series $6,532 The Series may not realize the benefit of these losses to the extent each Series does not realize gains on investments prior to the expiration of the capital loss carryover. PART C OTHER INFORMATION ITEM 15. INDEMNIFICATION The Amended Declaration of Trust provides that the Trust shall indemnify each of its Trustees and officers (hereinafter referred to as a "Covered Person") against all liabilities, including but not limited to amounts paid in satisfaction of judgements, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person's action was in or not opposed to the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including accountants' and counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgements, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit of proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under said article of the Declaration of Trust. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 16. EXHIBITS (1) Amended Declaration of Trust. 1. Declaration of Trust of the Registrant establishing the Big Edge Series Fund dated February 18, 1986, filed with the Registration Statement on Form N-1A on April 18, 1986 and filed via Edgar with Post-Effective Amendment No. 18 (File No. 033-05033) on June 20, 1996. 2. Amendment to Declaration of Trust effective February 28, 1990, establishing the International Series, filed with Post-Effective Amendment No. 7 on March 2, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. 3. Amendment to Declaration of Trust effective November 14, 1991, conforming the Fund's borrowing restrictions to California Department's Borrowing Guidelines, filed with Post-Effective Amendment No. 7 on March 2, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. 4. Amendment to Declaration of Trust effective May 1, 1992, changing the name of the Trust to The Phoenix Edge Series Fund, establishing the Balanced Series, and changing the names of Stock Series to Growth Series and Total-Vest Series to Total Return Series filed with Post-Effective Amendment No. 8 on April 28, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. C-1 5. Amendment to Declaration of Trust effective January 1, 1995, establishing the Real Estate Securities Series, filed with Post-Effective Amendment No. 12 on February 16, 1995 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. 6. Amendment to Declaration of Trust effective November 15, 1995, establishing the Strategic Theme Series, filed via Edgar with Post-Effective Amendment No. 16 (File No. 033-05033) on January 29, 1996. 7. Amendment to Declaration of Trust effective February 21, 1996, changing the name of the Series currently designated "Bond Series" to the "Multi-Sector Fixed Income Series," filed via Edgar with Post-Effective Amendment No. 17 (File No. 033-05033) on April 17, 1996. 8. Amendment to Declaration of Trust effective August 21, 1996, establishing the Aberdeen New Asia Series and changing the name of the Total Return Series to Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 19 (File No. 033-05033) on September 3, 1996. 9. Amendment to Declaration of Trust effective May 28, 1997, establishing the Research Enhanced Index Series, filed via Edgar with Post-Effective Amendment No. 22 (File No. 033-05033) on July 15, 1997. 10. Amendment to Declaration of Trust effective February 27, 1998, establishing the Engemann Nifty Fifty Series, Seneca Mid-Cap Series, Phoenix Growth and Income Series, Phoenix Value Equity Series and Schafer Mid-Cap Value Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. 11. Amendment to Declaration of Trust dated May 1, 1998 for Scribner's error in Amendment filed February 27, 1998, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. 12. Amendment to Declaration of Trust effective May 1, 1999, changing the name of the Series currently designated as Balanced Series, Multi-Sector Fixed Income Series, Money Market Series, Strategic Allocation Series, Growth Series, International Series, Real Estate Securities Series, Strategic Theme Series, Aberdeen New Asia Series, Research Enhanced Index Series, Engemann Nifty Fifty Series, Schafer Mid-Cap Value Series, Seneca Mid-Cap Growth Series, Phoenix Value Equity Series, and Phoenix Growth and Income Series to Phoenix-Goodwin Balanced Series, Phoenix-Goodwin Multi-Sector Fixed Income Series, Phoenix-Goodwin Money Market Series, Phoenix-Goodwin Strategic Allocation Series, Phoenix-Goodwin Growth Series, Phoenix-Aberdeen International Series, Phoenix-Duff & Phelps Real Estate Securities Series, Phoenix-Goodwin Strategic Theme Series, Phoenix-Aberdeen New Asia Series, Phoenix Research Enhanced Index Series, Phoenix-Engemann Nifty Fifty Series, Phoenix-Schafer Mid-Cap Value Series, Phoenix-Seneca Mid-Cap Growth Series, Phoenix-Hollister Value Equity Series, and Phoenix-Oakhurst Growth and Income Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. 13. Amendment to Declaration of Trust effective December 1, 1999, establishing the Phoenix-Bankers Trust Dow 30 Series, Phoenix-Federated U.S. Government Bond Series, Phoenix-Janus Equity Income Series, Phoenix-Janus Flexible Income Series, Phoenix-Janus Growth Series and Phoenix-Morgan Stanley Focus Equity Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000. C-2 14. Amendment to Declaration of Trust effective December 1, 1999, changing names of Phoenix-Goodwin Growth Series to Phoenix-Engemann Capital Growth Series, Phoenix-Goodwin Strategic Theme Series to Phoenix-Seneca Strategic Theme Series, Phoenix-Goodwin Balanced Series to Phoenix-Oakhurst Balanced Series, and Phoenix-Goodwin Strategic Allocation Series to Phoenix-Oakhurst Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000. 15. Amendment to Declaration of Trust effective April 21, 2000, changing name of Phoenix-Research Enhanced Index Series to Phoenix-J.P. Morgan Research Enhanced Index Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. 16. Amendment to Declaration of Trust effective July 26, 2000, establishing the Phoenix-Bankers Trust Nasdaq-100 Index(R) Series and Phoenix-Engemann Small & Mid-Cap Growth Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000. 17. Amendment to Declaration of Trust effective September 29, 2000, establishing the "Phoenix-Sanford Bernstein Global Value Series" and "Phoenix-Sanford Bernstein Small-Cap Value Series" and changing the name of "Phoenix-Schafer Mid-Cap Value Series" to "Phoenix-Sanford Bernstein Mid-Cap Value Series", filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000. 18. Amendment to Declaration of Trust effective May 1, 2001, changing the name of "Phoenix-Bankers Trust Dow 30 Series" to "Phoenix-Deutsche Dow 30 Series", and "Phoenix-Bankers Trust Nasdaq-100 Index Series" to "Phoenix-Deutsche Nasdaq-100 Index Series", filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. 19. Amendment to Declaration of Trust effective August 31, 2001 establishing the "Phoenix-AIM Mid-Cap Equity Series", "Phoenix-Alliance/Bernstein Growth + Value Series", "Phoenix-MFS Investors Growth Stock Series", "Phoenix-MFS Investors Trust Series" and "Phoenix-MFS Value Series", and changing the name of "Phoenix-Janus Equity Income Series" to "Phoenix-Janus Core Equity Series", filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. 20. Amendment to Declaration of Trust effective as of October 29, 2001 amending the fundamental investment restrictions of each Series, filed via Edgar with Post-Effective Amendment No. 41 (File No. 811-04642) on March 1, 2002. 21. Amendment to Declaration of Trust effective as of March 18, 2002, merging of Phoenix-Oakhurst Balanced Series into Phoenix-Oakhurst Strategic Allocation Series, Phoenix-Engemann Nifty Fifty Series into Phoenix-Engemann Growth Series, and Phoenix-Janus Core Equity Series Income Series into Phoenix-Janus Growth Series, filed via Edgar with Post-Effective Amendment No. 42 (File No. 033-05033) on April 29, 2002. 22. Amendment to Declaration of Trust effective May 10, 2002, changing the name of "Phoenix-Morgan Stanley Focus Equity Series" to "Phoenix-Van Kampen Focus Equity Series", filed via Edgar with Post-Effective Amendment No. 43 (File No. 033-05033) on May 24, 2002. 23. Amendment to Declaration of Trust effective August 9, 2002, establishing "Phoenix-Kayne Large-Cap Core Series", "Phoenix-Kayne Small-Cap Quality Value Series", "Phoenix-Lord Abbett Large-Cap Value Series", 'Phoenix-Lord Abbett Mid-Cap Value Series", "Phoenix-Lord Abbett Bond-Debenture Series", "Phoenix-Lazard International Equity Select Series", "Phoenix-Lazard Small-Cap Value Series", "Phoenix-Lazard U.S. Multi-Cap Series" and "Phoenix-State Street Research Small-Cap Growth Series" and amending Section 4.2 of Article IV list of Series as described in Trust's registration statement, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. C-3 24. Amendment to Declaration of Trust effective as of October 25, 2002 deleting reference to Phoenix-Federated U.S. Government Bond Series, filed via Edgar with Post-Effective Amendment No. 45 (File No. 033-05033) on February 24, 2003. (2) Not Applicable. (3) Not Applicable. (4) Agreements and Plans of Reorganization (included as Appendix A and B to the Prospectus/Proxy Statement contained in Part A of this Registration Statement). (5) Reference is hereby made to Registrant's Amended Declaration of Trust referenced in Exhibit 1 above. (6) (a) Investment Advisory Agreements. (1) Investment Advisory Agreement by and between Registrant and Phoenix Investment Counsel, Inc. dated January 1, 1993 (currently pertaining to the Phoenix-Aberdeen International Series (f/k/a International Series), Phoenix-Engemann Capital Growth Series (f/k/a Growth Series), Phoenix-Goodwin Money Market Series (f/k/a Money Market Series), Phoenix-Goodwin Multi-Sector Fixed Income Series (f/k/a Bond Series), Phoenix-Oakhurst Balanced Series (f/k/a Balanced Series), and Phoenix-Oakhurst Strategic Allocation Series (f/k/a Total Return Series) previously filed with Post-Effective Amendment No. 11 on May 2, 1994 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. (2) Instrument to Amend Investment Advisory Agreement between Registrant and Phoenix Investment Counsel, Inc. pertaining to Phoenix-Seneca Strategic Theme Series (f/k/a Phoenix Strategic Theme Series) effective January 23, 1996, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. (3) Second Amendment to Investment Advisory Agreement between Registrant and Phoenix Investment Counsel, Inc., dated August 9, 2002 covering the Phoenix-Kayne Large-Cap Core Series and Phoenix-Kayne Small-Cap Quality Value Series and deleting reference to Phoenix-Oakhurst Balanced Series (f/k/a Balanced Series) and Phoenix-Engemann Nifty Fifty Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. (4) Third Amendment to Investment Advisory Agreement between Registrant and Phoenix Investment Counsel, Inc. dated November 12, 2002 to reflect duties to proxy voting and reflect investment program designed to manage cash, cash equivalents and short-term investments, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. (5) Fourth Amendment to Investment Advisory Agreement between Registrant and Phoenix Investment Counsel, Inc. dated May 9, 2003 (pertaining to addition of new series named Phoenix-Goodwin Multi-Sector Short Term Bond Series), filed via EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004. (6) Fifth Amendment to Investment Advisory Agreement between Registrant and Phoenix Investment Counsel, Inc. dated August 12, 2003 (pertaining to addition of new series named Phoenix-Goodwin Multi-Sector Short Term Series - change in fee schedule from Fourth Amendment), filed via EDGAR with Post-Effective Amendment No. 47 (File No. 033-05033) on April 30, 2004. C-4 (7) Sixth Amendment to Investment Advisory Agreement between Registrant and Phoenix Investment Counsel, Inc. dated October 23, 2003 (pertaining to name change from Phoenix-Kayne Large-Cap Core Series to Phoenix-Kayne Rising Dividends Series), filed via EDGAR with Post-Effective Amendment No. 47 (File No. 033-05033) on April 30, 2004. (7) Not Applicable. (8) Not Applicable. (9) Custodian Agreement. a. Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated May 1, 1997 via EDGAR with Post-Effective Amendment No. 23 (File No. 033-05033) on December 12, 1997. b. Amendment to Master Custodian Contract between Registrant and State Street Bank and Trust Company dated February 10, 2000, filed via EDGAR with Form N-14 (File No. 333-116762) on June 23, 2004. c. Amendment to the Master Custodian Contract between Registrant and State Street Bank and Trust Company, effective July 2, 2001 filed via EDGAR with Post-Effective Amendment No. 42 (File No. 033-05033) on April 29, 2002. d. Amendment to Master Custodian Contract between Registrant and State Street Bank and Trust Company dated May 10, 2002, filed via EDGAR with Form N-14 (File No. 333-116762) on June 23, 2004. e. Letter Amendment to the Master Custodian Contract between Registrant and State Street Bank and Trust Company, covering the Phoenix-Kayne Large-Cap Core, Phoenix-Kayne Small-Cap Quality Value, Phoenix-Lazard Small-Cap Value, Phoenix-Lazard U.S. Multi-Cap, Phoenix-Lord Abbett Bond-Debenture, Phoenix-Lord Abbett Mid-Cap Value, Phoenix-Lord Abbett Large-Cap Value, and Phoenix-State Street Research Small-Cap Growth Series, previously filed via EDGAR with Post-Effective Amendment No.44 (File No. 033-05033) on August 9, 2002. (10) Not Applicable. (11) (a) Opinion and Consent of Matthew A. Swendiman, Esq. with respect to the legality of the shares being issued, filed herewith. (b) Opinion and Consent of Matthew A. Swendiman, Esq. with respect to the legality of the shares being issued, filed herewith. (12) (a) Opinion and Consent of McDermott Will & Emery, LLP, special tax counsel to the Trust, with respect to a tax-free reorganization (to be filed by Amendment). (b) Opinion and Consent of McDermott Will & Emery, LLP, special tax counsel to the Trust, with respect to a tax-free reorganization (to be filed by Amendment). (13) (a) Financial Agent Agreement between Registrant and Phoenix Home Life Mutual Insurance Company with respects to Phoenix Home Life Variable Accumulation Account (VA) and Phoenix Home Life Variable Universal Life Account dated November 15, 1995, filed via Edgar with Post-Effective Amendment No. 16 (File No. 033-05033) on January 29, 1996. C-5 (b) Transfer Agency Agreement between Registrant and Phoenix Equity Planning Corporation dated August 29, 1988 filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. (c) Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation dated December 11, 1996, filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. (d) First Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective February 27, 1998, filed via Edgar with Post-Effective Amendment No. 25 (File No. 033-05033) on April 29, 1998. (e) Second Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective June 1, 1998, filed via EDGAR with Post-Effective Amendment No. 47 (File No. 033-05033) on April 30, 2004. (f) Third Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective October 29, 2001, filed via EDGAR with Post-Effective Amendment No. 47 (File No. 033-05033) on April 30, 2004. (g) Fourth Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective August 9, 2002, filed via EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004. (h) Fifth Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective January 1, 2003, filed via EDGAR with Post-Effective Amendment No. 47 (File No. 033-05033) on April 30, 2004. (i) Service Agreement between the Registrant, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company dated January 1, 2003, filed via EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004. (i) (1) First Amendment to Service Agreement between Registrant, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company dated November 11, 2003, filed via EDGAR with Form N-14 (File No. 333-116762) on June 23, 2004. (i) (2) Second Amendment to Service Agreement between Registrant, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company dated February 27, 2004, filed via EDGAR with Post-Effective Amendment No. 47 (File No. 033-05033) on April 30, 2004. (j) Code of Ethics. (1) Code of Ethics Amended and Restated for The Phoenix Edge Series Fund and Phoenix Variable Advisors, Inc., filed via EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004. (2) Amended and Restated Code of Ethics for Phoenix Funds, Phoenix Institutional Mutual Funds, Phoenix-Engemann Funds, Phoenix-Partners Funds and The Phoenix Edge Series Fund, filed via EDGAR with Form N-14 (File No. 333-116762) on June 23, 2004. (14) Consent of PricewaterhouseCoopers LLP, filed herewith. (15) Not Applicable. C-6 (16) Power of Attorney, filed via EDGAR with Form N-14 (File No. 333-116762) on June 23, 2004. (17) (a) Form of Voting Instructions Card and Proxy Card for Phoenix-Alliance/Bernstein Growth +Value Series, filed via EDGAR with Form N-14 (File No. 333-116762) on June 23, 2004. (b) Form of Voting Instructions Card and Proxy Card for Phoenix-MFS Investors Trust Series, filed via EDGAR with Form N-14 (File No. 333-116762) on June 23, 2004. (c) Prospectus of The Phoenix Edge Series Fund, as filed via Edgar on Form N-1A on April 30, 2004 with Post-Effective Amendment No. 47 (File No. 33-05033) and supplement to Prospectus dated July 6, 2004 as filed via EDGAR on Form 497 (File No. 33-05033) on July 7, 2004, and incorporated by reference. - ------------------ ITEM 17. UNDERTAKINGS (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned Registrant agrees to file, by post-effective amendment, an Opinion of Counsel or a copy of an IRS ruling supporting the tax consequences of the Reorganization within a reasonable time after receipt of such opinion or ruling. C-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant in the City of Hartford and State of Connecticut on the 6th day of August, 2004. THE PHOENIX EDGE SERIES FUND Attest: /s/ Richard J. Wirth By: /s/ Philip R. McLoughlin --------------------------- ------------------------------ Richard J. Wirth Name: Philip R. McLoughlin Secretary Title: President As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 6th day of August, 2004.
Signature Title - --------- ----- /s/Nancy G. Curtiss - ------------------------------- Nancy G. Curtiss Vice President, Treasurer and Principal Financial and Accounting Officer - ------------------------------- Frank M. Ellmer* Trustee - ------------------------------- John A. Fabian* Trustee - ------------------------------- Roger A. Gelfenbien* Trustee - ------------------------------- Philip K. Polkinghorn* Trustee and Executive Vice President - ------------------------------- Eunice S. Groark* Trustee - ------------------------------- Frank E. Grzelecki* Trustee - ------------------------------- John R. Mallin* Trustee
S-1
/s/Philip R. McLoughlin - ----------------------- Philip R. McLoughlin Trustee and President, Chief Executive Officer and Chairman (Principal Executive Officer) *By:/s/ Philip R. McLoughlin ------------------------ *Pursuant to power of attorney, filed via EDGAR with Form N-14 (File No. 333-116762) on June 23, 2004.
S-2 INDEX TO EXHIBITS (11) (a) Opinion and Consent (11) (b) Opinion and Consent (14) Consent of PricewaterhouseCoopers LLP EX-99.11.A 3 pesf67381ex-11a.txt OPINION AND CONSENT Exhibit (11)(a) Opinion and Consent August 6, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: The undersigned serves as Counsel to Phoenix Life Insurance Company and its insurance company affiliates (collectively "Phoenix Life"). Shares of The Phoenix Edge Series Fund, a Massachusetts business trust (the "Trust") are issued to one or more designated separate accounts of Phoenix Life. In my capacity as Counsel, I have represented the Trust in connection with the preparation and filing of the Trust's Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933. I am admitted to practice law in the State of Connecticut and am generally familiar with Massachusetts law applicable to this entity. This opinion is furnished in connection with the registration statement filed on June 23, 2004 with the Securities and Exchange Commission with respect to the shares of beneficial interest (the "Shares") of the Trust, representing interests in the Phoenix-Oakhurst Growth and Income Series, a series of the Trust, to be issued pursuant to a certain Agreement and Plan of Reorganization (the "Reorganization Agreement") between the Trust and Phoenix-Alliance/Bernstein Growth + Value Series, dated as of September 14, 2004, as described in the Registration Statement. In rendering my opinion, I have examined such documents, records and matters of law as I deemed necessary for purposes of this opinion, I have assumed the genuineness of all signatures of all parties, the authenticity of all documents submitted as originals, the correctness of all copies, and the correctness of all facts set forth in the certifications delivered to me and the correctness of all written and oral statements made to me. Based upon and subject to the foregoing, it is my opinion that the Shares that will be issued by the Trust, will, when sold, be legally issued, fully paid, and nonassessable. My opinion is rendered solely in connection with the Registration Statement on Form N-14 and it may not be relied upon for any other purposes without my written consent. I hereby consent to the use of this opinion as an exhibit to such Registration Statement. Very truly yours, /s/ Matthew A. Swediman Matthew A. Swendiman, Assistant Secretary The Phoenix Edge Series Fund EX-99.11.B 4 pesf67381ex-11b.txt OPINION AND CONSENT Exhibit (11)(b) Opinion and Consent August 6, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: The undersigned serves as Counsel to Phoenix Life Insurance Company and its insurance company affiliates (collectively "Phoenix Life"). Shares of The Phoenix Edge Series Fund, a Massachusetts business trust (the "Trust") are issued to one or more designated separate accounts of Phoenix Life. In my capacity as Counsel, I have represented the Trust in connection with the preparation and filing of the Trust's Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933. I am admitted to practice law in the State of Connecticut and am generally familiar with Massachusetts law applicable to this entity. This opinion is furnished in connection with the registration statement filed on June 23, 2004 with the Securities and Exchange Commission with respect to the shares of beneficial interest (the "Shares") of the Trust, representing interests in the Phoenix-Oakhurst Growth and Income Series, a series of the Trust, to be issued pursuant to a certain Agreement and Plan of Reorganization (the "Reorganization Agreement") between the Trust and Phoenix-MFS Investors Trust Series, dated as of September 14, 2004, as described in the Registration Statement. In rendering my opinion, I have examined such documents, records and matters of law as I deemed necessary for purposes of this opinion, I have assumed the genuineness of all signatures of all parties, the authenticity of all documents submitted as originals, the correctness of all copies, and the correctness of all facts set forth in the certifications delivered to me and the correctness of all written and oral statements made to me. Based upon and subject to the foregoing, it is my opinion that the Shares that will be issued by the Trust, will, when sold, be legally issued, fully paid, and nonassessable. My opinion is rendered solely in connection with the Registration Statement on Form N-14 and it may not be relied upon for any other purposes without my written consent. I hereby consent to the use of this opinion as an exhibit to such Registration Statement. Very truly yours, /s/ Matthew A. Swendiman Matthew A. Swendiman, Assistant Secretary The Phoenix Edge Series Fund EX-99.14 5 pesf67381ex-14.txt OPINION AND CONSENT Exhibit (14) Consent of Accountants CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Prospectus/Proxy Statement and Statement of Additional Information constituting part of this Registration Statement on Form N-14 (the "Registration Statement") of our report dated February 13, 2004, relating to the financial statements and financial highlights of The Phoenix Edge Series Fund appearing in the December 31, 2003 Annual Report to Shareholders, which constitutes part of this Registration Statement. We also consent to the references to us under the headings "Management and Other Service Providers" and "Financial Highlights" in such Registration Statement and the reference to us in the Form of Agreement and Plan of Reorganization under "Representations and Warranties" included in such Registration Statement. We further consent to the references to us under the headings "Financial Highlights" and "Independent Accountants and Reports to Shareholders" in the Prospectus and Statement of Additional Information of The Phoenix Edge Series Fund dated May 1, 2004. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts August 6, 2004 -----END PRIVACY-ENHANCED MESSAGE-----