-----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, IDt8e9peRhXuqERIuWAW2Ep/RF+lwQnFbNoQsqWzsZtk2IWT2scmPSClJIxSWQlO mHMGd/CjbUy3tTgODCEb5g== 0000949377-04-000014.txt : 20040116 0000949377-04-000014.hdr.sgml : 20040116 20040116131009 ACCESSION NUMBER: 0000949377-04-000014 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20040116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX EDGE SERIES FUND CENTRAL INDEX KEY: 0000792359 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-111961 FILM NUMBER: 04529206 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 1 pesf_64850-n14.txt PROXY As filed with the Securities and Exchange Commission on January 16, 2004 Registration Nos. ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. _ [ ] 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 (Registrants' 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. 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 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 Factors Investment Objectives and Policies 4. Information about the Transaction Synopsis; The Proposed Reorganization; Comparative Information on Shareholder Rights; Appendix A (Form of Agreement and Plan of Reorganization) 5. Information about the Registrant Cover Page; Synopsis; Principal Risk Factors; Comparison of Investment Objectives and Policies; The Proposed Reorganization; Comparative Information on Distribution Arrangements; Comparative Information on Shareholder Services; Comparative Information on Shareholder Rights; Management and Other Service Providers; Additional Information About The Funds; Current Prospectus of Registrant 6. Information about the Company Being Synopsis; Comparison of Investment Objectives and Policies; The Proposed Acquired Reorganization; Comparative Information on Distribution Arrangements; Comparative Information on Shareholder Services; Comparative Information on Shareholder Rights; Additional Information About The Funds; Prospectus of the Registrant dated May 1, 2003 7. Voting Information Synopsis; The Proposed Reorganization; Comparative Information on Shareholder Rights; Voting Information 8. Interest of Certain Persons and Experts The Proposed Reorganization 9. Additional Information Required for Not Applicable Reoffering 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 _________ 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, 2002; Semiannual Report of the Registrant for the six-month period ended June 30, 2003; and ProForma Financial Statements for the period ended September 30, 2003 Part C: Other Information 15. Indemnification Indemnification 16. Exhibits Exhibits 17. Undertakings Undertakings
PART A PHOENIX-JANUS FLEXIBLE INCOME SERIES A series of The Phoenix Edge Series Fund c/o Phoenix Variable Products Mail Operations P.O. Box 8037 Boston, MA 02266-8027 (800) 541-0171 -------------------------- February ___, 2004 Dear Contract/Policyholder: The Phoenix-Janus Flexible Income Series (the "Merging Series"), 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 March 17, 2004, at One American Row, Hartford, Connecticut. At the meeting, Phoenix Life Insurance Company ("PLIC") and its affiliates will vote on an Agreement and Plan of Reorganization under which the Merging Series will be combined with the Phoenix-Goodwin Multi-Sector Fixed Income Series (the "Surviving Series"), another series of the Trust. The Surviving Series has a similar investment objective to that of the Merging Series. If the reorganization agreement is implemented, the separate accounts holding shares of the Merging Series will receive shares of the Surviving Series with an aggregate value equal to the aggregate net asset value of your investment in the Merging Series. No sales charge will be imposed in connection with the reorganization. PLIC will pay all costs of the reorganization. The reorganization will be conditioned upon receipt of an opinion of counsel indicating that the reorganization will qualify as a tax-free reorganization for federal income tax purposes. The Board of Trustees of the Trust believes that the reorganization offers you the opportunity to pursue your goals in a larger fund. The Board of Trustees has carefully considered and has unanimously approved the proposed reorganization, as described in the accompanying materials, and believes that the reorganization is in the best interests of the Merging Series and its shareholders. As an owner of a variable annuity or variable life insurance contract issued by PLIC or one of its affiliated insurance companies ("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 of your contract value is invested in the Merging Series pursuant to your policy or contract. For the limited purposes of this prospectus and proxy statement, the term "shareholder" refers to you as the contract/policy owner, unless the context otherwise requires. Therefore, the Board of Trustees recommends that you vote in favor of the reorganization agreement. It is very important that you vote and that your vote be received no later than March 17, 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 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 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 your providing Phoenix with a properly executed written revocation of such voting instructions, or by your providing Phoenix with proper later dated voting instructions by telephone or by the Internet. As a convenience, you can provide voting instructions in any one of four ways: THROUGH THE INTERNET - [_________________] BY TELEPHONE - (___) ___-____ BY MAIL - using the enclosed Voting Instructions Card(s) and postage paid envelope IN PERSON - at the Special Meeting We encourage you to vote by telephone or Internet; have your proxy card in hand, and call the number or go to the website and follow the instructions given 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 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, Philip R. McLoughlin President PHOENIX-JANUS FLEXIBLE INCOME SERIES A SERIES OF THE PHOENIX EDGE SERIES FUND 101 MUNSON STREET GREENFIELD, MASSACHUSETTS 01301 -------------------------- NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 17, 2004 -------------------------- To The Contract and Policy Holders: The Phoenix-Janus Flexible Income Series, 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, on March 17, 2004, at 10:00 a.m., local time, for the following purposes: 1. To consider and act upon a proposal to approve the Agreement and Plan of Reorganization, dated March 17, 2004, and the transactions it contemplates, including (a) the transfer of all of the assets of the Phoenix-Janus Flexible Income Series (the "Merging Series") to the Phoenix-Goodwin Multi-Sector Fixed 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 known liabilities of the Merging Series and (b) the distribution of the shares of the Surviving Series so received to shareholders of the Merging Series in complete liquidation of the Merging Series. 2. To consider and act upon any other business as may properly come before the meeting and any adjournments thereof. The Board of Trustees of the Trust has fixed the close of business on February 11, 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 February ___, 2004 PHOENIX-JANUS FLEXIBLE INCOME SERIES PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES BOTH, A SERIES OF THE PHOENIX EDGE SERIES FUND 101 MUNSON STREET GREENFIELD, MASSACHUSETTS 01301 PROSPECTUS/PROXY STATEMENT DATED FEBRUARY __, 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") and its subsidiaries (together, "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-Janus Flexible Income Series (the "Merging Series") to be held at 10:00 a.m., local time, on March 17, 2004, at the offices of the Phoenix Life Insurance Company located at One American Row, Hartford, Connecticut, and at any adjournment(s) thereof. The purpose of the meeting is to consider an Agreement and Plan of Reorganization that would effect the reorganization of the Merging Series into the Phoenix-Goodwin Multi-Sector Fixed Income Series, another series of the Trust (the "Surviving Series"), as described below. Under the reorganization agreement, all of the assets of the 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 known liabilities of the 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 Merging Series, and then the 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 Merging Series shares on the effective date of the reorganization. The Surviving Series and the Merging Series are both series of the same open-end management investment trust. The Surviving Series has an investment objective of long-term total return. The Merging Series has an investment objective of maximum total return consistent with the preservation of capital. Phoenix Investment Counsel, Inc. ("PIC"), is employed as the investment advisor for the Surviving Series and Phoenix Variable Advisors, Inc. ("PVA"), is employed as the investment advisor for the Merging Series. Janus Capital Management LLC ("Janus") is employed as the investment subadvisor for the Merging Series. This Prospectus/Proxy Statement, which you should retain for future reference, sets forth concisely the information that you should know about the Merging Series, the Surviving Series, and the transactions contemplated by the reorganization agreement. As used in this Prospectus/Proxy Statement, the term "Series" collectively refers to the Merging Series and the Surviving Series. A Prospectus, as supplemented, and a Statement of Additional Information ("SAI"), as supplemented, for the Series dated May 1, 2003, have been filed with the Securities and Exchange Commission ("SEC") and are incorporated by reference in this Prospectus/Proxy Statement. Copies of the above-referenced documents are available upon 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 Merging Series for the 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. This Prospectus/Proxy Statement is expected to first be sent to shareholders on or about February __, 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.................................................................... PRINCIPAL RISK FACTORS...................................................... THE PROPOSED REORGANIZATION................................................. COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES............................ COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS........................ COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES............................. COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS............................... FISCAL YEAR................................................................. MANAGEMENT AND OTHER SERVICE PROVIDERS...................................... VOTING INFORMATION.......................................................... ADDITIONAL INFORMATION ABOUT THE SERIES..................................... MISCELLANEOUS............................................................... SURVIVING SERIES FINANCIAL HIGHLIGHTS....................................... OTHER BUSINESS.............................................................. APPENDIX A.................................................................. A-1 SYNOPSIS BACKGROUND The proposed reorganization is the outcome of deliberations by the Board of Trustees of the Trust (the "Trustees"). Management recommended that the Trustees consider the benefits that the Series shareholders would realize if 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 a specific reorganization proposal for their consideration and provide an analysis of the specific benefits that shareholders would realize from the 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")). After considering the specific reorganization proposal, the Trustees, including the independent trustees, at a meeting held on November 11, 2003, unanimously approved the reorganization subject to shareholder approval. SUMMARY OF THE PROPOSED REORGANIZATION The reorganization will be effected in accordance with the terms of a reorganization agreement, a form of which is attached to this Prospectus/Proxy Statement as Appendix A. The reorganization agreement provides for: o the acquisition by the Surviving Series, on the closing date of the reorganization, of all of the assets of the Merging Series in exchange solely for shares of the Surviving Series and the assumption by the Surviving Series of all liabilities of the Merging Series; o the distribution of shares of the Surviving Series to the shareholders of the Merging Series in exchange for their respective shares of the Merging Shares; o the pro rata distribution of the Surviving Series shares to the Merging Series shareholders in exchange for the outstanding Merging Series shares; and o the complete liquidation of the Merging Series as provided in the Agreement and Plan of Reorganization. The reorganization is anticipated to occur on or about March 19, 2004. If the reorganization agreement is implemented, the separate accounts holding shares of the 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 as of the closing date of the reorganization. The implementation of the reorganization agreement is subject to a number of conditions set forth in the reorganization agreement. See "The Proposed Reorganization." Among the significant conditions (which may not be waived) are: o the receipt by the Trust of an opinion of counsel that, for federal income tax purposes, the reorganization will qualify as a tax free organization described in Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and o the approval of the reorganization agreement by the shareholders of the Merging Series. The reorganization agreement provides that PLIC will bear all costs and expenses of the reorganization, including the costs of the meeting, the costs and expenses incurred in the preparation and mailing of the notice, this Prospectus/Proxy Statement and the proxy, and the solicitation of voting instructions. INVESTMENT OBJECTIVES AND POLICIES The investment objectives and principal investment strategies of the Merging Series and the Surviving Series are similar: 1 o The Merging Series has an investment objective of maximum total return consistent with preservation of capital. The Surviving Series has an investment objective of long-term total return. o Under normal circumstances, the Merging Series invests at least 80% of its assets in income-producing securities, with at least 65% of its assets in investment grade debt securities with a dollar-weighted maturity of five to ten years. Under normal circumstances, the Surviving Series invests at least 80% of its assets in various sectors of the fixed-income securities market. See "Principal Risk Factors" and "Comparison of Investment Objectives and Policies" below, for further information on the similarities and differences between the investment objectives, policies and risks of the Surviving Series and the Merging Series. You can also find additional information for the Surviving Series in its Prospectus. DIVIDENDS AND DISTRIBUTIONS The Merging Series and the Surviving Series distribute net income quarterly. Both Series distribute net realized capital gains, if any, at least annually. All dividends and distributions of the Merging Series and the Surviving 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. EXCHANGES The shares of the Trust are not directly offered to the public. Shares of the Trust are currently offered through certain separate accounts to fund variable annuity contracts and variable life insurance policies. The policyholder can invest in the Trust only by buying a contract and directing the allocation of the payment(s) to the subaccount(s) corresponding to the Series in which the policyholder wishes to invest. The subaccount, 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 can hurt fund performance and therefore be detrimental to all contract owners, Phoenix does reserve 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. Both Series currently offer shareholders identical exchange privileges. Shareholders of either Series may exchange their shares for shares of another series of the Trust at any time. REDEMPTION PROCEDURES As an owner of a variable annuity or variable life insurance contract issued by PLIC, or its affiliated insurance companies, the owner has the contractual right to instruct the insurance company how to vote and redeem the shares of the Merging Series and the Surviving Series. Shareholders of both 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 Shareholder Services" for more information. You can also find additional information on the Surviving Series' redemption procedures in its Prospectus. 2 FEDERAL TAX CONSEQUENCES OF PROPOSED REORGANIZATION At the closing of the reorganization, the Trust will receive an opinion of counsel, subject to customary assumptions and representations, that for federal income tax purposes, the reorganization will qualify as a tax-free organization described in Section 368(a) of the Code. Accordingly: o no gain or loss will be recognized by the Merging Series on the transfer of the assets of the Merging Series to the Surviving Series in exchange for Surviving Series shares and the assumption by the Surviving Series of all known liabilities of the 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; 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 known liabilities of the Merging Series. We also believe that the reorganization should not adversely impact the tax treatment of your variable life or variable annuity contract. See "The Proposed Reorganization--Federal Income Tax Consequences" for more information. 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 fixed income-securities, including interest rate and credit risks; foreign securities risks, including emerging market and foreign currency risks; and "junk", or high-yield, bonds. Investors can lose money by investing in the Surviving Series. There is no assurance that the Surviving Series will meet its investment objective. Because the Surviving Series' investment objectives and policies are similar to those of the Merging Series, an investment in the Surviving Series is subject to many of the same risks as an investment in the Merging Series. However, see "Principal Risk Factors" for 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 a subadvisory agreement with Janus, who provides day-to-day portfolio management for the Merging 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. Each table also includes pro forma information for the combined Surviving Series resulting from the reorganization, assuming the reorganization took place on September 30, 2003, and after adjusting such information to reflect current fees. The expense information for the Surviving Series and the Merging Series is based upon expenses for the period ended September 30, 2003. The following table shows shareholder transaction expenses currently applicable to the purchase of shares of both Series. These expenses will remain in effect as to the combined Surviving Series following the reorganization. 3 MERGING SERIES AND SURVIVING SERIES SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the value redeemed or the amount invested) None Maximum Sales Charge (Load) Imposed on Reinvested Dividends [and other Distributions] None Redemption Fee None Exchange Fee None Maximum Account Fee None As indicated in the table below, immediately upon effectiveness of the reorganization, the "Total Annual Series Operating Expenses" for the combined Surviving Series are expected to be lower than the "Total Annual Series Operating Expenses" for the Merging Series.
PRO FORMA SURVIVING SERIES MERGING SERIES (A) COMBINED SERIES ------------------ -------------------- ----------------- Annual Series Operating Expenses (expenses that are deducted, from assets) Management Fees 0.50% 0.80% 0.50% Distribution and service (12b-1 Fees) None None None Other Expenses 0.23% 0.48% 0.25% Total Annual Series Operating Expenses 0.73% 1.28% 0.75%
(a) The 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 Merging Series' average net assets (the "expense cap"). Therefore, the Merging Series' operating expenses after reimbursement were 1.05% for the period ended June 30, 2003. 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. 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 $ 75 $ 233 $ 406 $ 906 Merging Series $ 130 $ 406 $ 702 $1,545 Pro Forma Combined Surviving Series $ 77 $ 240 $ 417 $ 930 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 the reimbursement of expenses over certain levels 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 GREATER OR LESS THAN SHOWN. 4 PRINCIPAL RISK FACTORS Because the Surviving Series' investment objective and policies are similar to those of the Merging Series, an investment in the Surviving Series is subject to many of the same specific risks as an investment in the 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 the Merging Series and 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. 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. 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 supports your share value can decrease. If between the time you purchase shares and the time you sell shares the value of your series' investments decrease, 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 your shares may decrease. The following chart indicates the primary investment risks of the Surviving Series and the Merging Series. Descriptions of the risks of the Surviving Series can be found below.
- ------------------------------------------------------------------------------------------------------- SURVIVING SERIES MERGING SERIES ---------------- -------------- - --------------------------------------------------- --------------------------------------------------- Fixed Income Securities Investment Risk Fixed Income Securities Investment Risk - --------------------------------------------------- --------------------------------------------------- o Interest Rate Risk o Interest Rate Risk - --------------------------------------------------- --------------------------------------------------- o Credit Risk o Credit Risk - --------------------------------------------------- --------------------------------------------------- Foreign Investment Risk Foreign Investment Risk - --------------------------------------------------- --------------------------------------------------- o Emerging Market Investment Risk o Emerging Market Investment Risk - --------------------------------------------------- --------------------------------------------------- o Foreign Currency Risk o Foreign Currency Risk - --------------------------------------------------- --------------------------------------------------- Junk Bond Investment Risk Junk Bond Investment Risk - -------------------------------------------------------------------------------------------------------
Fixed Income Securities Investment Risk. The risks associated with investments in fixed-income securities include interest rate risk and credit risk. Interest Rate Risk. The value of fixed-income securities will be directly affected by trends in interest rates. For example, in times of rising interest rates, the value of these type of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations. Credit Risk. If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to the Series, the Series' income available for distribution to shareholders and the Series' yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time. 5 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 involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile 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 in countries with developed securities markets and more advanced regulatory systems. 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 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 or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets. Emerging Market Investment Risk. Some of the series may invest in companies located in emerging-market countries and regions. Investment in less-developed countries whose markets are still emerging generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries. 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 the 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. Junk Bond Investment Risk. High-yield, high-risk securities (so called "junk bonds") are securities rated below investment grade by the primary rating agencies such as Standard & Poor's and Moody's. Below-investment grade securities present a greater risk that the issuer will not be able to make interest or principal payments on time. If this happens, the series would lose income and could expect a decline in the market value of the securities. Issuers of high-yield securities may not be as strong financially as those issuing bonds with higher credit ratings and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. Analysis of the creditworthiness of issuers of below investment grade securities may be more complex than for higher grade securities, making it more difficult to accurately predict risk. The junk-bond market can experience sudden and sharp price swings. 6 THE PROPOSED REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION The terms and conditions under which the proposed reorganization may be consummated are set forth in the reorganization agreement. Significant provisions of the reorganization agreement are summarized below. This summary, however, is qualified in its entirety by reference to the reorganization agreement, a form of which is attached to this Prospectus/Proxy Statement as Appendix A. The Agreement and Plan of Reorganization contemplates: o the acquisition by the Surviving Series, on the closing date of the reorganization, of all of the assets of the Merging Series in exchange solely for shares of the Surviving Series and the assumption by the Surviving Series of all known liabilities of the Merging Series; o the distribution of shares of the Surviving Series to the shareholders of the Merging Series in exchange for their respective shares of the Merging Series; o the pro rata distribution of the Surviving Series shares to the Merging Series shareholders in exchange for the outstanding Merging Series shares; and o the complete liquidation of the Merging Series as provided in the Agreement and Plan of Reorganization. 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 reorganization. The Surviving Series will assume all liabilities, 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 reorganization will occur following satisfaction (or waiver) of the conditions to closing set forth in the reorganization agreement, 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 Merging Series will be determined by dividing (a) the value of the aggregate net assets attributable to shares of the Merging Series by (b) the net asset value per share of the Surviving Series. On the closing date, the Merging Series will liquidate and distribute pro rata to its 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 such account the shares due pursuant to the reorganization. Every Merging Series shareholder will own shares of the Surviving Series immediately after the reorganization, the value of which will be equal to the value of the shareholder's Merging Series shares immediately prior to the reorganization. At or prior to the closing date, the Merging Series will declare a dividend or dividends which, together with all previous such dividends, will have the effect of distributing to the Merging Series shareholders 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 7 Trustees") from and against any and all claims, costs, expenses (including reasonable attorneys' fees), losses and liabilities of any sort or kind (collectively "Liability") which 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 reorganization agreement, 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 the reorganization is subject to a number of conditions set forth in the reorganization agreement. Certain of these conditions may be waived by the Board of Trustees, or by an authorized officer of the Trust, as appropriate. Among the significant conditions which may not be waived are: (a) the receipt by the Trust of an opinion of counsel that the reorganization will qualify as a tax free organization described in Section 368(a) of the Code for federal income tax purposes and (b) the approval of the reorganization agreement by the shareholders of the Merging Series. The Plan may be terminated and the reorganization abandoned at any time, before or after approval by the shareholders of the Merging Series, prior to the closing date, by resolution of the Board of Trustees. In addition, the reorganization agreement may be amended by mutual agreement, except that no amendment may be made to the reorganization agreement subsequent to the meeting that would change the provisions for determining the number of Surviving Series shares to be issued to shareholders of the Merging Series without their further approval. REASONS FOR THE REORGANIZATION The proposed reorganization is the outcome of the deliberation by the Trustees of the Trust. Management recommended that the Trustees consider the benefits that shareholders would realize if the Merging Series were to be combined with the Surviving Series. In response to this recommendation, the independent trustees of the Trust requested that management outline a specific reorganization proposal for their consideration and provide an analysis of the specific benefits to be realized by shareholders from the proposal. In the course of their review, the Trustees of the Trust noted that the reorganization would be a means of combining two 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 Series which, after the reorganization, was anticipated to be larger than the 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 reorganization to shareholders of the Surviving Series and the Merging Series, including that the reorganization 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 Plan, and that the proposed Plan will not result in dilution of shareholder interests; o the total expense ratio of the combined Surviving Series following the reorganization is projected to be lower than the current total expense ratio of the Merging Series; o the compatibility of investment objectives, policies, restrictions and investment holdings between 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; o that the terms and conditions of the Plan will have minimal affect upon the price of the outstanding shares of each Series; 8 o that reorganization provides for continuity of distribution and shareholder servicing arrangements; and o the reorganization will not 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 the variable contracts invested in whole or in part in either of the Series. After considering these and other factors, the Trustees, including the Independent Trustees, unanimously concluded at a meeting held on November 11, 2003 that the reorganization is fair and reasonable and would be in the best interests of both the Merging Series and Surviving Series and their respective shareholders and that the interests of either Series' shareholders will not be diluted as a result of the transactions contemplated by the reorganization. The Trustees then unanimously voted to approve the reorganization and authorized the officers of the Trust to submit the reorganization proposal to shareholders for consideration. FEDERAL INCOME TAX CONSEQUENCES ________________________ 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, the reorganization will qualify as a tax free reorganization described in Section 368(a) of the Code. Accordingly: o no gain or loss will be recognized by the Merging Series on the transfer of the assets of the Merging Series to the Surviving Series in exchange for Surviving Series shares and the assumption by the Surviving Series of all known liabilities of the 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 Merging Series' assets acquired by the Surviving Series will be the same to the Surviving Series as the tax basis of such assets to the Merging Series immediately prior to the reorganization, and the holding period of the assets of the Merging Series in the hands of the Surviving Series will include the period during which those assets were held by the 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 known liabilities of the Merging Series. The receipt of such an opinion that the reorganization will qualify as a tax free reorganization described in Section 368(a) of the Code is a condition to the consummation of the reorganization. The Trust has not obtained an Internal Revenue Service ("IRS") private letter ruling regarding the federal income tax consequences of the reorganization, and the IRS is not bound by advice of counsel. You are not directly a shareholder of the Merging Series but, instead, some of your variable life insurance policy or variable annuity contract is invested in the Merging Series. We also believe, however, that the reorganization 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 would be subject to the federal income tax rules in effect on the effective date of the reorganization instead of the federal income tax rules in effect on the issue date of your contract, which could have been more favorable. Shareholders of the Series should consult their tax advisors regarding the effect, if any, of the proposed reorganization in light of their individual circumstances. Since the foregoing discussion relates only to the federal income tax consequences of the reorganization, shareholders of the Series should also consult tax advisors as to state and local tax consequences, if any, of the reorganization. 9 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 the Merging Series, and on a pro forma basis for the combined Surviving Series as of September 30, 2003 giving effect to the proposed acquisition of net assets of the Merging Series at net asset value.
PHOENIX-GOODWIN MULTI-SECTOR PHOENIX-JANUS FLEXIBLE PRO FORMA FIXED INCOME SERIES INCOME SERIES COMBINED SURVIVING SERIES MERGING SERIES SERIES ---------------- -------------- ------ Net assets $191,686,095 $49,891,193 $241,577,288 Net asset value per share $9.16 $11.12 $9.16 Shares outstanding 20,935,218 4,487,851 26,384,142
The table set forth above should not be relied on to determine the number of Surviving Series shares to be received in the reorganization. The actual number of shares to be received will depend upon the net asset value and number of shares outstanding of the Merging Series and the Surviving Series at the time of the reorganization. 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 the 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 the Merging Series are similar. The investment objectives of the Surviving Series and the 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 (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. 10 SURVIVING SERIES - -------------------------------------------------------------------------------- Investment Objective Long-term total return. - ------------------------------------------------- ------------------------------ Principal Investment The Surviving Series invests primarily in a Strategies portfolio of fixed-income securities. Under normal circumstances, the Surviving Series will invest at least 80% of its assets in various sectors of the fixed-income securities market. PIC will invest in any of several sectors of the fixed-income securities market: o high-yield (high-risk) fixed-income securities (sometimes referred to as "junk-bonds"); o high quality fixed-income securities; o preferred stock; o convertible securities; o U.S. and foreign-debt obligations; o certificates of deposit; o commercial paper; o bankers' acceptances; and o government obligations issued or guaranteed by federal, state or municipal governments or their agencies or instrumentalities. Securities are selected using a sector-rotation approach. PIC seeks to adjust the proportion of the Surviving Series' investments in the sectors described above and the selections within sectors to obtain higher relative returns. Sectors are analyzed by PIC for attractive values. Securities within sectors are selected based on general economic and financial conditions, and the issuer's business, management, cash, assets, earnings and stability. Securities selected for investment are those that PIC believes offer the best potential for total return based on risk-to-reward tradeoff. The Surviving Series generally will be invested in each market sector, but may also invest any amount of its assets (except for the junk-bond and foreign-debt limits shown below) in any one sector and may choose not to invest in certain sectors. The Surviving Series may invest up to 35% of its assets in high-yield (high-risk) corporate fixed-income securities. The Surviving Series may invest up to 50% of its assets in debt obligations of foreign (non-U.S.) issuers. Issuers may be in established- and emerging-market countries. PIC seeks to match the average duration and maturity of the Surviving Series' portfolio to those of the Lehman Brothers Aggregate Bond Index. - -------------------------------------------------------------------------------- 11 MERGING SERIES - -------------------------------------------------------------------------------- Investment Objective Maximum total return consistent with preservation of capital. - ------------------------------------------------- ------------------------------ Principal Investment The Merging Series invests primarily in a wide Strategies variety of income-producing securities, such as corporate bonds and notes, government securities, and preferred stock. The Merging Series will invest at least 80% of its assets in income-producing securities. The Merging Series will invest at least 65% of its assets in investment grade debt securities with a dollar-weighted maturity of five to ten years. The series will limit its investment in high-yield/high-risk bonds ("junk-bonds") to less than 35% of its net assets. In addition to considering economic factors such as the effect of interest rates on the Merging Series' investments, Janus applies a "bottom-up" approach in choosing investments. In other words, Janus looks mostly for income-producing securities that meet its investment criteria one at a time. If Janus is unable to find such investments, much of the Merging Series' assets may be in cash or similar investments. The Merging Series generates total return from a combination of current income and capital appreciation, but income is usually the dominant portion. The Merging Series may also invest to a lesser degree in other types of securities, such as: o common stocks; o mortgage- and asset-backed securities; and o zero-coupon, pay-in-kind and step-coupon securities. The Merging Series may invest in foreign equity and debt securities. The Merging Series may invest directly in foreign securities denominated in a foreign currency and not publicly traded in the United States, or in depositary receipts or shares, and passive foreign investment companies. - -------------------------------------------------------------------------------- CERTAIN INVESTMENT RESTRICTIONS The Series are 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). Neither 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; 12 (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. COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS 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 ("variable products") issued by Phoenix Life Insurance Company ("PLIC"), PHL Variable Insurance Company ("PHL Variable"), or Phoenix Life and Annuity Company ("PLAC") (collectively, "Phoenix"). Investments in the Trust may occur only by buying a variable product contract and directing the allocation of your 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 variable product. 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. Variable products 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. 13 COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES Both Series offer the same shareholder services. The Merging Series and the Surviving Series distribute net income quarterly. Both Series distribute 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. Both Series currently offer shareholders identical exchange privileges. Shareholders of the either Series may exchange their shares for shares of a corresponding Series of the Trust. Shares of the Surviving Series and the 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 both Series offer the same shareholder services, after the closing, the same services will continue to be available to the shareholders of the Merging Series but in their capacity as shareholders of the Surviving Series. COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS The following is a summary of certain provisions of the Amended Declaration of Trust of the Merging Series and the Surviving Series. FORM OF ORGANIZATION Each 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 create an unlimited number of Series. The Trust currently has thirty-three series outstanding. The Trust may also organize other series in the future. 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. 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 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. 14 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. The Declaration of Trust provides for indemnification 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 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 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 either 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 both Series rests with Trustees of the Trust. PIC is the investment advisor to the Surviving Series and is responsible for its day-to-day portfolio management. David L. Albrycht is the portfolio manager for the Surviving Series. Mr. Albrycht has been a portfolio manager in PIC's Fixed Income Group since 1994. He is currently responsible for the day-to-day management of PIC's multi-sector portfolios. He has held various management positions with Phoenix from 1989 through 1995. Mr. Albrycht earned the right to use the Chartered Financial Analyst designation in 1991. PVA is the investment advisor to the Merging Series. PVA has entered into a subadvisory agreement with Janus to provide day-to-day portfolio management. The subadvisory agreement between PVA and Janus will be terminated following the consummation of the proposed merger. PEPCO serves as financial agent of both Series and, as such, performs administrative, bookkeeping and pricing functions. JP Morgan Chase Bank serves as the custodian of the Surviving Series. State Street Bank and Trust Company serves as custodian to the Merging Series. PricewaterhouseCoopers LLP serves as independent accountants for the Series. 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 the Merging Series at the close of business on February 11, 2004 ("Record Date") will be entitled to vote at the 15 meeting or at any adjournments 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 Merging Series for which Phoenix receives voting instructions from the shareholder 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 Phoenix. You can provide voting instructions in any one of four ways: THROUGH THE INTERNET - [_________________] BY TELEPHONE - (___) ___-____ BY MAIL - using the enclosed Voting Instructions Card(s) and postage paid envelope 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 or by attending the meeting and voting in person, by telephone or by the Internet. We encourage you to vote by telephone or Internet; have your proxy card in hand, and call the number or go to the website and follow the instructions given 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 proxy statement carefully before you vote. As of the Record Date, Phoenix owned _____ shares of the Merging Series and _____ shares of the Surviving Series. 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, 2002 AND MOST RECENT SEMIANNUAL REPORT, DATED JUNE 30, 2003 HAVE PREVIOUSLY BEEN FURNISHED TO SHAREHOLDERS. THE TRUST WILL FURNISH, WITHOUT CHARGE, TO ANY SHAREHOLDER, UPON REQUEST, A COPY OF THE 2002 ANNUAL REPORT AND THE 2003 SEMIANNUAL 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. 16 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. 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 Merging Series represented at the meeting if more than 50% of the eligible votes of the Merging Series are present in person or by proxy or (ii) more than 50% of the eligible votes of the Merging Series) must approve the herein contemplated merger. 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 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 proposal 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 such persons are required to vote FOR the reorganization proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the reorganization proposal 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 instruction 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 reorganization proposal. The individuals named as proxies on the enclosed voting instruction card, in their discretion, may vote upon such other matters as may properly come before the meeting. The Board of Trustees of the Trust is not aware of any other matters to come before the meeting. Approval of the reorganization proposal by the shareholders of the Merging Series is a condition of the consummation of the reorganization. If the reorganization is not approved, the Merging Series will continue as a series of the Trust and the Board of Trustees of the Trust may consider other alternatives in the best interests of the shareholders of the Merging 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: 17 o by written notice of the an 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 the Merging Series. The cost of the solicitation 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, the shareholder may still submit the instruction card form included with this 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 PLAN OF REORGANIZATION. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE RESPOND PROMPTLY VIA INTERNET, TELEPHONE OR RETURN 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 Statement of Additional Information, as supplemented, dated May 1, 2003, which has been filed with the SEC and is incorporated by reference herein. A copy of the Prospectus, as supplemented, and Statement of Additional Information, as supplemented, 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 Both 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 18 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. PERFORMANCE FOR THE PERIOD ENDING SEPTEMBER 30, 2003 The following table compares investment performance for both Series' for the period ending September 30, 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 does not reflect insurance contract expenses. If these expenses were included, the Series' performance would be lower.
Average Annual Total Returns (for the period 1 Year 5 Years 10 Years Life of the Series Date of Inception - ---------------------------- ------ ------- -------- ------------------ ----------------- ending September 30, 2003) Surviving Series o Phoenix-Goodwin Multi-Sector Fixed Income 14.69% 8.37% 7.55% --- --- Series o Lehman Brothers Aggregate Bond Index(1) 5.41% 6.63% 6.92% --- --- Merging Series o Phoenix-Janus Flexible Income Series 7.42% --- --- 7.94% 12/15/99 o Lehman Brothers Government/Credit Bond 6.50% --- --- 9.32% 12/15/99 Index(2) o Lehman Brothers Aggregate Bond Index(1) 5.41% --- --- 8.83% 12/15/99
GROWTH OF $10,000(3) (PERIOD ENDING SEPTEMBER 30, 2003) Year Phoenix-Goodwin Multi-Sector Fixed Lehman Brothers Aggregate Bond Index(1) ---- ---------------------------------- --------------------------------------- Income Series ------------- 09/30/93 $10,000.00 $10,000.00 09/30/94 $9,831.46 $9,677.52 09/29/95 $11,410.37 $11,038.75 09/30/96 $12,862.55 $11,579.70 09/30/97 $14,643.46 $12,704.25 09/30/98 $13,853.80 $14,166.44 09/30/99 $14,656.63 $14,114.63 09/29/00 $15,761.12 $15,100.98 09/28/01 $16,534.65 $17,057.06 09/30/02 $18,052.00 $18,523.33 09/30/03 $20,703.17 $19,526.10
- ----------------------------- (1) The Lehman Brothers Aggregate Bond Index is an unmanaged commonly used measure of broad bond market total return performance and is provided for general comparative purposes. (2) The Lehman Brothers Government/ Credit Bond Index measures government and corporate bond market total-return performance. (3) This chart assumes an initial investment of $10,000 made on the inception dates noted in the tables above. 19
Year Phoenix-Janus Flexible Income Lehman Brothers Government/Credit Lehman Brothers Aggregate Bond ---- ----------------------------- --------------------------------- ------------------------------ Series Bond Index(1) Index(2) ------ ------------- -------- 12/15/99 $10,000.00 $10,000.00 $10,000.00 09/29/00 $10,296.97 $10,654.23 $10,661.26 09/28/01 $11,428.43 $12,057.73 $12,042.25 09/30/02 $12,438.70 $13,168.91 $13,077.44 09/30/03 $13,361.90 $14,025.01 $13,785.39
MANAGEMENT'S DISCUSSION OF THE SURVIVING SERIES FOR THE YEAR ENDED DECEMBER 31, 2002 Phoenix-Goodwin Multi-Sector Fixed Income Series' investment objective is total return. The Surviving Series is appropriate for investors with a moderate risk tolerance profile who are seeking to maximize current income consistent with preservation of capital by investing in a broadly diversified bond fund. The Surviving Series duration is market neutral, that is, approximately equal to the benchmark index, the Lehman Brothers Aggregate Bond Index.(2) Investors should note that the Surviving Series may hold foreign bonds, and foreign investments pose additional risk, such as currency fluctuation, less public disclosure, and political and economic uncertainty. The Surviving Series may also invest in high-yielding fixed-income securities that are generally subject to greater market fluctuations and risk of loss of income and principal than are investments in lower-yielding fixed-income securities. The Surviving Series returned 10.00% compared with a return of 10.26% for the Lehman Brothers Aggregate Bond Index. All performance figures assume reinvestment of distributions. Past performance is not indicative of future results. As the new year began, investors benefited from a benign inflation environment and indications that the economy was beginning to recover. Investors were hopeful that a strengthening economy would improve corporate profits leading to higher bond prices in the spread sectors of the market, particularly high yield securities. Then in March, the Israeli-Palestinian conflict spurred a 30% increase in crude oil futures, and the Federal Reserve adjusted its risk outlook from a policy favoring economic weakness to one of balancing and inflation in the economy. The bond market was also strong during the second quarter as the stock market approached the lows set after the terrorist attacks in September 2001. The steady drumbeat of CEO resignations and SEC investigations, along with turmoil in the Middle East and the ongoing war against terrorism in Afghanistan and other parts of the world weighed heavily on investors' minds. Against this backdrop, the economy continues to show strength in manufacturing and consumer spending. Interest rates declined across the yield curve, with the largest declines in the intermediate-term sector. Expectations shifted from the belief the Federal Reserve would raise interest rates during the summer to the possibility that it might not raise rates until the end of 2002. Treasuries benefited from the flight to quality despite weakness to the U.S. dollar, as investors' appetite for risk faded. High yield and emerging markets bonds were the worst performing sectors for the quarter giving back strong gains registered in the first quarter. In the third quarter, the fixed income market continued to benefit from the downturn in the stock market and the uncertain economic and geopolitical outlook, as the S&P 500 Index(3) posted its largest quarterly loss since the fourth quarter in 1987. Within the fixed income market, quality was the place to be. As a result, Treasuries were the best performing sector for the quarter. Commercial mortgage-backed securities ("CMBS") continued their impressive - ----------------------------- (1) The Lehman Brothers Government/ Credit Bond Index measures government and corporate bond market total-return performance. (2) The Lehman Brothers Aggregate Bond Index is an unmanaged commonly used measure of broad bond market total return performance and is provided for general comparative purposes. (3) The S&P 500 Index is a measure of stock market total return performance and is provided for general comparative purposes. 20 performance, and were the best performing domestic bond sector year-to-date. High yield and emerging markets bonds were the worst performing sectors for the quarter and year-to-date. However, at the end of the year, spread product was the place to be - a complete reversal of previous quarters as the stock market rally in October and November and historically wide spreads led investors to temporarily overlook fears of credit risk. Emerging markets and high yield were the best performing sectors for the quarter, while U.S. Treasuries were the worst. First-quarter performance benefited from the portfolio's exposure to high yield bonds and emerging market debt. Also contributing to performance was an underweight in both the U.S. Treasury and U.S. corporate bond sectors, which exhibited weakness relative to structured products (mortgage-backed securities and asset-backed securities), which are generally more defensive in a rising or perceived rising interest rate environment given their sensitivity to prepayments. Our position in the high yield sector detracted the most from performance for the second quarter. The sector had one of its worst months ever in June. The declines were primarily due to the collapse of WorldCom and problems at other companies such as Adelphia Communications and Qwest. While our position in WorldCom hurt performance, we avoided other problems by selling our positions in Qwest and Adelphia before large price declines and avoided many other troubled companies such as Kmart and Ames. It has been a very difficult year for high yield bonds with defaults and rating downgrades running at the highest level since 1990. An overweight position in commercial mortgage-backed securities added to performance relative to the benchmark. Performance also benefited from our position in taxable municipals as spreads continued to tighten, leading to price appreciation. As with the second quarter, our position in the high yield sector impaired performance going into the second half of the year. The sector was again the worst performing domestic bond sector. According to a study by Fitch, 40% of all high yield bonds issued between the beginning of 1997 and the end of 1999 had defaulted as of the end of June. Additionally, our typical underweight position in U.S. Treasuries also detracted from performance. U.S. Treasuries were the best performing sector for the quarter, returning 7.40%. The gains were especially strong in long-term maturity sectors as Treasuries continued to benefit commercial mortgage-backed securities continued to add to performance. Another positive was our exposure to both taxable and tax-exempt municipal bonds, which both performed well. In the fourth quarter, our position in the emerging markets and high yield sectors were the primary cause of our outperformance relative to our benchmark. Each of these sectors performed well as the stock market rally renewed investors' appetite for risk and spread product. Some specific names in the investment-grade corporate sector also helped performance but our overall underweighting in the sector detracted from our return. We believe U.S. Treasuries could swing from being the best performing sector in 2002 to one of the worst performing areas in 2003 and that high yield may be turning the corner. Although we are seeking only a modest decline in defaults and continuing net downgrades, it appears that the worst of the credit cycle is behind us. We also think investment-grade corporates will perform well in 2003. We continue to emphasize diversification by sector and within sectors, particularly within high yield and investment-grade corporates. We do not believe the potential tax change regarding dividends will have a major negative impact on municipal bonds. Commercial mortgage-backed securities and taxable municipal bonds are trading at relatively tight spreads, and we do not anticipate the excellent performance that we saw in 2002 continue in 2003. SECTOR WEIGHTINGS (as a percentage of bond holdings as of September 30, 2003) SECTOR PHOENIX-JANUS FLEXIBLE PHOENIX-GOODWIN MULTI- - ------ ---------------------- ---------------------- INCOME SERIES SECTOR FIXED INCOME SERIES ------------- -------------------------- Corporate Bonds $32,145,650.00 65.32% $ 74,315,550.00 39.41% Foreign Government $ 1,313,317.00 2.67% $ 49,567,467.00 26.29% 21 Foreign Corporate Bonds $ 1,962,205.00 3.99% $ 22,144,027.00 11.74% Non-Agency Mortgage Backed $ 5,375,161.00 10.91% $ 18,493,951.00 9.81% Municipal Bonds $ - 0.00% $ 15,223,854.00 8.07% U.S. Government $ 8,317,681.00 16.90% $ - 0.00% Agency Mortgage Backed $ - 0.00% $ 7,593,133.00 4.03% Agency Asset Backed $ - 0.00% $ 1,227,198.00 0.65% Preferred Stock $ 98,860.94 0.21% $ - 0.00% Sum of Bond Holdings $49,212,874.94 100.00% $188,565,180.00 100.00% ASSET MIX (as a percentage of total assets as of September 30, 2003) Asset Mix PHOENIX-JANUS FLEXIBLE PHOENIX-GOODWIN MULTI- - --------- ---------------------- ---------------------- INCOME SERIES SECTOR FIXED INCOME SERIES ------------- -------------------------- Corporate Bonds $32,145,650 64.43% $ 74,315,550 38.77% Foreign Government $ 1,313,317 2.63% $ 49,567,467 25.86% Municipal Bonds --- 0.00% $ 15,223,854 7.94% Non-Agency Mortgage Backed $ 5,375,161 10.78% $ 18,493,951 9.65% Foreign Corporate Bonds $ 1,962,205 3.93% $ 22,144,027 11.55% Agency Mortgage Backed --- 0.00% $ 7,593,133 3.96% Agency Asset Backed --- 0.00% --- 0.00% U.S. Government $ 8,317,681 16.67% --- 0.00% Other assets and liabilities, net $ 474,068 0.95% $ (5,229,047) (2.73%) Asset Backed --- 0.00% $ 1,227,198 0.64% Short Terms $ 200,000 0.40% $ 6,939,869 3.62% Common Stock --- 0.00% $ 3,843 0.00% Preferred Stocks $ 98,861 0.20% --- 0.00% Convertible Bonds $ 4,250 0.01% $ 1,406,250 0.74% Total Net Assets $49,891,196 100.00% $191,686,095 100.00%
TEN LARGEST HOLDINGS (as a percentage of total net assets as of September 30, 2003) PHOENIX-JANUS FLEXIBLE INCOME SERIES PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES ------------------------------------ ------------------------------------------------ U.S. Treasury Note 4.25%, 8/15/13 3.0% Russian Federation RegS 5%, 3/31/30 2.8% U.S. Treasury Note 3%, 7/15/12 2.6% United Mexican States 7.50%, 1/14/12 2.7% U.S. Treasury 2%, 5/15/06 2.4% Federative Republic of Brazil PIK Interest 2.4% Capitalization 8%, 4/15/14 Fannie Mae 2.875%, 10/15/05 2.1% Government of Ukraine RegS 11%, 3/15/07 1.6% Federal Home Loan Bank 5.125%, 3/6/06 2.0% Lehman Brothers Commercial Conduit Mortgage 1.3% Trust 99-C2, A2 7.325%, 9/15/09 Fannie Mae 3.875% 03/15/05 1.9% Connecticut Mashantucket Western Pequot Tribe 1.3% Revenue Taxable Series A 144A 6.57%, 9/1/13 Fannie Mae 6.25% 02/01/11 1.8% Republic of Venezuela 9.25%, 9/15/27 1.2% U.S. Treasury Note 5.75%, 11/15/05 1.4% Petrobras International Finance W.I. 9.125%, 1.2% 7/2/13
22
U.S. Treasury Note 3.25%, 8/15/08 1.2% New Jersey Economic Development Authority 1.1% Pension Funding Revenue Taxable Series A 7.425%, 2/15/19 British Sky Broadcasting plc 6.875%, 2/23/09 1.2% Federative Republic of Brazil 9.43% 8/20/06 1.1%
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 set forth 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 financial highlights for the six months ended June 30, 2003 are unaudited. 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. FINANCIAL HIGHLIGHTS (SELECTED DATA FROM A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) The financial highlights table is intended to help you understand the Phoenix-Goodwin Multi-Sector Fixed Income Series' financial performance throughout 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 Series (assuming, reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, except the six months ended June 30, 2003, which is unaudited. This report and the Series' financial statement are included in the December 31, 2002 Annual Report, Semiannual Report for the period ended June 30, 2003, and are incorporated by reference in the Statement of Additional Information. 23 SURVIVING SERIES FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
SIX MONTHS ENDED 06/30/03 (UNAUDITED) YEAR ENDED DECEMBER 31, ----------- -------------------------------------------------------------------- 2002 2001(4) 2000 1999 1998 ---- ---- ---- ---- ---- Net asset value, beginning of period $ 8.76 $ 8.55 $ 8.75 $ 8.92 $ 9.18 $10.38 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.29 0.61 0.72(3) 0.75 0.73 0.77 Net realized and unrealized gain (loss) 0.50 0.22 (0.21) (0.19) (0.24) (1.17) ------------- ----------- ---------- ---------- ----------- ----------- TOTAL FROM INVESTMENT OPERATIONS 0.79 0.83 0.51 0.56 0.49 (0.40) ------------- ----------- ---------- ---------- ----------- ----------- LESS DISTRIBUTIONS Dividends from net investment income (0.35) (0.62) (0.71) (0.73) (0.75) (0.74) Dividends from net realized gains --- --- --- --- --- (0.06) ------------- ----------- ---------- ---------- ----------- ----------- TOTAL DISTRIBUTIONS (0.35) (0.62) (0.71) (0.73) (0.75) (0.80) ------------- ----------- ---------- ---------- ----------- ----------- CHANGE IN NET ASSET VALUE 0.44 0.21 (0.20) (0.17) (0.26) (1.20) ------------- ----------- ---------- ---------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 9.20 $ 8.76 $ 8.55 $ 8.75 $ 8.92 $ 9.18 ============= =========== ========== ========== =========== =========== Total return 9.16%(6) 10.00% 6.09% 6.47% 5.46% (4.02)% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousand) $197,572 $178,990 $167,229 $160,101 $172,836 $187,363 RATIO TO AVERAGE NET ASSETS OF: Operating expenses(1) 0.73%(2,5) 0.69%(2) 0.65%(2) 0.65% 0.65% 0.64% Net investment income 6.61%(5) 7.05% 8.14% 8.45% 7.79% 7.61% Portfolio turnover 70%(6) 168% 188% 148% 125% 160%
- -------------------------- (1) If the investment adviser had not waived fees and reimbursed expenses, the ratio of operating expenses to average net assets would have been 0.71%, 0.69% and 0.71% for the periods ended December 31, 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. (3) Computed using average shares outstanding. (4) As required, effective January 1, 2001, the Fund has adopted the provisions of AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium on debt securities and including paydown gains and losses in interest income. The effect of this change for the year ended December 31, 2001 was to increase the ratio of net investment income to average net assets from 8.13% to 8.14%. There was no effect to net investment income per share and net realized and unrealized gain (loss) per share. Per share ratios and supplemental data for prior periods have not been restated to reflect this change. (5) Annualized. (6) Not annualized. 24 FUTURE SHAREHOLDER MEETINGS As a Massachusetts business trust, the Trust does not hold shareholder meetings, unless required by the 1940 Act. Other than this meeting, 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 meeting other than the matters set forth in this Prospectus/Proxy Statement. Should any other matter requiring a vote of 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 February , 2004 25 APPENDIX A FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 17th day of March, 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-Goodwin Multi-Sector Fixed Income Series (the "Surviving Series"), a separate series of the Trust, and the Trust, on behalf of the Phoenix-Janus Flexible Income 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 which 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 AND 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 therefor: (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 March 19, 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 A-2 that (i) the Assets shall 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 Merging Series Custodian to JP Morgan Chase Bank, as 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 Operations 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 a confirmation evidencing the Surviving Series Shares to be credited on the Closing Date to the Secretary of the Surviving Series, 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 Trust's 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, 2002, have been audited by PricewaterhouseCoopers LLP ("PwC"), independent 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, 2002, 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 Trust's 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, 2002, have been audited by PwC, independent 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, 2002, 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 and 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 Trust's Declaration of Trust, applicable Massachusetts law and the 1940 Act. Notwithstanding anything herein to the contrary, neither the Trust may 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 _______________, 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 it 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 by either party by (i) mutual agreement of the parties, or (ii) by either party if the Closing shall not have occurred on or before June 30, 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, P. O. Box 5056, 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 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-JANUS FLEXIBLE INCOME SERIES _________________________________ By: ________________________________ SECRETARY Title: _______________________________ Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES _________________________________ By: ________________________________ SECRETARY Title: _______________________________ A-11 PART B STATEMENT OF ADDITIONAL INFORMATION Acquisition of the assets of JANUS-FLEXIBLE INCOME SERIES By and in exchange for shares of PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES Both a series of THE PHOENIX EDGE SERIES FUND 101 Munson Street Greenfield, Massachusetts 01301 (800) 541-0171 February __, 2004 This Statement of Additional Information, relating specifically to the proposed transfer of all or substantially all of the assets and all the liabilities of Phoenix-Janus Flexible Income Series (the "Merging Series"), to the Phoenix-Goodwin Multi-Sector Fixed Income Series (the "Surviving Series"), both 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 on April 30, 2003 with Post-Effective Amendment No. 46, and supplements dated May 1, 2003, May 8, 2003, June 2, 2003, June 11, 2003, July 24, 2003, October 15, 2003 and November 5, 2003 to the Prospectus dated May 1, 2003 and incorporated by reference; 2) the Annual Report of The Phoenix Edge Series Fund for the year ended December 31, 2002, as filed via EDGAR on Form N-30D on March 5, 2003 and incorporated by reference; 3) Semi-Annual Report of The Phoenix Edge Series Fund for the six-month period ended June 30, 2003, as filed via EDGAR on Form CSRS on September 5, 2003 and incorporated by reference; and 4) 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 February __, 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 February __, 2004.
Phoenix-Goodwin Multi-Sector Fixed Income Series / Phoenix-Janus Flexible Income Series Pro Forma Combining Schedule of Investments September 30, 2003 (Unaudited) Shares or Par Value (in thousands) Value =============== ============== =========== ====================================== =============== ============== =========== Phoenix-Goodwin Phoenix-Janus Phoenix-Goodwin Phoenix-Janus Multi-Sector Flexible Pro Forma Multi-Sector Flexible Pro Forma Fixed Income Income Combining DESCRIPTION Fixed Income Income Combining Series Series Portfolios Series Series Portfolios =============== ============== =========== ====================================== =============== ============== =========== U.S. GOVERNMENT SECURITIES--3.4% - 1,195 1,195 U.S. Treasury Bond 2%, 5/15/06 - 1,203,262 1,203,262 - 250 250 U.S. Treasury Bond 3.125%, 9/15/08 - 253,477 253,477 - 560 560 U.S. Treasury Bond 5.375%, 2/15/31 - 600,950 600,950 - 425 425 U.S. Treasury Bond 7.25%, 5/15/16 - 543,402 543,402 - 1,170 1,170 U.S. Treasury Inflationary Note 3%, 7/15/12(l) - 1,311,209 1,311,209 - 240 240 U.S. Treasury Note 2.375%, 8/15/06 - 243,328 243,328 - 607 607 U.S. Treasury Note 3.25%, 8/15/08 - 619,661 619,661 - 564 564 U.S. Treasury Note 4.375%, 5/15/07 - 605,463 605,463 - 1,475 1,475 U.S. Treasury Note 4.75%, 8/15/13 - 1,512,048 1,512,048 - 350 350 U.S. Treasury Note 5%, 2/15/11 - 383,797 383,797 - 622 622 U.S. Treasury Note 5.75%, 11/15/05 - 676,717 676,717 - 264 264 U.S. Treasury Note 6%, 8/15/09 - 305,033 305,033 - 50 50 U.S. Treasury Note 6.50%, 2/15/10 - 59,334 59,334 ---------- ----------- ---------- TOTAL U.S. GOVERNMENT SECURITIES - 8,317,681 8,317,681 AGENCY MORTGAGE-BACKED SECURITIES--3.1% 7,196 - 7,196 GNMA 6.50%, '23-'32 7,560,121 - 7,560,121 30 - 30 GNMA 8%, 10/15/06 31,995 - 31,995 1 - 1 GNMA 8%, 9/15/06 1,017 - 1,017 ---------- ----------- ---------- TOTAL AGENCY MORTGAGE-BACKED SECURITIES 7,593,133 - 7,593,133 AGENCY NON MORTGAGE-BACKED SECURITIES--2.2% - 1,000 1,000 Fannie Mae 2.875%, 10/15/05 - 1,024,687 1,024,687 - 515 515 Fannie Mae 3.25%, 11/15/07 - 523,041 523,041 - 895 895 Fannie Mae 3.875%, 3/15/05 - 927,809 927,809 - 220 220 Fannie Mae 4.375%, 9/15/12 - 221,632 221,632 - 175 175 Fannie Mae 4.625%, 5/1/13 - 173,941 173,941 - 538 538 Fannie Mae 5.25%, 1/15/09 - 588,914 588,914 - 800 800 Fannie Mae 6.25%, 2/1/11 - 899,032 899,032 - 945 945 Federal Home Loan Bank 5.125%, 3/6/06 - 1,016,105 1,016,105 ---------- ----------- ---------- TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES - 5,375,161 5,375,161 MUNICIPAL BONDS--6.3% 750 - 750 California Alameda Corridor Transportation Authority Revenue Taxable Series C 6.50%, 10/1/19 837,622 - 837,622 1,750 - 1,750 California Alameda Corridor Transportation Authority Revenue Taxable Series C 6.60%, 10/1/29 1,939,280 - 1,939,280 1,100 - 1,100 Connecticut Mashantucket Western Pequot Tribe Revenue Taxable Series A 6.91%, 9/1/12(a) 1,268,982 - 1,268,982 2,140 - 2,140 Connecticut Mashantucket Western Pequot Tribe Revenue Taxable Series A 144A 6.57%, 9/1/13(a) 2,418,457 - 2,418,457 1,310 - 1,310 Florida University of Miami Exchangeable Revenue Taxable Series A 7.65%, 4/1/20 1,446,843 - 1,446,843 1,330 - 1,330 Illinois Educational Facilities Authority - Loyola University Revenue Taxable Series C 7.12%, 7/1/11 1,561,314 - 1,561,314 1,500 - 1,500 Massachusetts Port Authority Revenue Taxable Series C 6.35%, 7/1/06 1,653,030 - 1,653,030 1,750 - 1,750 New Jersey Economic Development Authority Pension Funding Revenue Taxable Series A 7.425%, 2/15/19 2,154,862 - 2,154,862 337 - 337 South Dakota Educational Enhancement Funding Corp. Revenue Taxable Series A 6.72%, 6/1/25 319,610 - 319,610 1,495 - 1,495 Texas State University System Revenue Taxable 6.16%, 3/15/06 1,623,854 - 1,623,854 ---------- ----------- ---------- TOTAL MUNICIPAL BONDS 15,223,854 - 15,223,854 ASSET-BACKED SECURITIES--0.5% 541 - 541 Arc Net Interest Margin Trust 02-9A, A 7.75%, 12/27/32 536,814 - 536,814 768 - 768 Litigation Settlement Monetized Fee Trust 02-5A 144A 6%, 10/25/10(a) 690,384 - 690,384 ---------- ----------- ---------- TOTAL ASSET-BACKED SECURITIES 1,227,198 - 1,227,198 CORPORATE BONDS--43.1% 1,000 - 1,000 ACC Escrow Corp. 144A 10%, 8/1/11(a) 1,072,500 - 1,072,500 650 - 650 Agco Corp. 8.50%, 3/15/06 654,062 - 654,062 - 60 60 Allied Waste North America Series B 10%, 8/1/09 - 65,325 65,325 500 - 500 Allied Waste North America Series B 7.845%, 1/1/09 521,250 - 521,250 - 65 65 AMC Entertainment, Inc. 9.875%, 2/1/12 - 71,175 71,175 - 90 90 AmerenEnergy 7.95%, 6/1/32 - 111,118 111,118 500 - 500 American Axle & Manufacturing, Inc. 9.75%, 3/1/09 540,625 - 540,625 - 250 250 Americo Life, Inc. 144A 7.875%, 5/1/13(a) - 250,938 250,938 1,000 - 1,000 Amerigas Partners/Amerigas Eagle Finance Corp. Series B 8.875%, 5/20/11 1,077,500 - 1,077,500 1,000 - 1,000 AmerisourceBergen Corp. 8.125%, 9/1/08 1,090,000 - 1,090,000 - 100 100 Anheuser-Busch Cos., Inc. 5.95%, 1/15/33 - 105,148 105,148 - 250 250 AOL Time Warner, Inc. 5.625%, 5/1/05 - 263,745 263,745 - 275 275 AOL Time Warner, Inc. 6.875%, 5/1/12 - 308,558 308,558 - 288 288 Apple Computer, Inc. 6.50%, 2/15/04 - 292,320 292,320 - 110 110 ARAMARK Services, Inc. 6.375%, 2/15/08 - 119,585 119,585 - 145 145 ARAMARK Services, Inc. 7%, 5/1/07 - 161,668 161,668 1,000 - 1,000 AutoNation, Inc. 9%, 8/1/08 1,125,000 - 1,125,000 - 200 200 Autozone, Inc. 5.875%, 10/15/12 - 214,999 214,999 - 75 75 Ball Corp. 144A 6.875%, 12/15/12(a) - 77,719 77,719 625 50 675 Ball Corp. 6.875%, 12/15/12 647,656 51,812 699,468 - 180 180 Bank of New York Co., Inc. (The) Series MTNE 2.20%, 5/12/06 - 181,074 181,074 - 165 165 Belo Corp. 7.125%, 6/1/07 - 186,833 186,833 - 75 75 Belo Corp. 8%, 11/1/08 - 89,365 89,365 - 150 150 Berkley (W.R.) Corp. 5.875%, 2/15/13 - 155,870 155,870 - 150 150 Berkshire Hathaway, Inc. 144A 4.625%, 10/15/13(a) - 151,136 151,136 - 150 150 Brown-Forman Corp. 2.125%, 3/15/06 - 150,564 150,564 750 - 750 Cabot Corp. 144A 5.25%, 9/1/13(a) 759,356 - 759,356 1,000 - 1,000 Calpine Corp. 144A 8.75%, 7/15/13(a) 920,000 - 920,000 - 125 125 Capital One Bank 5.75%, 9/15/10 - 131,566 131,566 1,000 - 1,000 Capital One Bank 6.50%, 6/13/13 1,023,490 - 1,023,490 - 200 200 Caterpillar Financial Services Corp. Series MTNF 2.35%, 9/15/06 - 199,907 199,907 - 175 175 Cendant Co. 6.25%, 3/15/10 - 190,546 190,546 - 125 125 Centerpoint Energy 144A 5.875%, 6/1/08(a) - 125,771 125,771 1,000 125 1,125 Centerpoint Energy 144A 6.85%, 6/1/15(a) 977,166 122,146 1,099,312 - 50 50 Centerpoint Energy Corp. 6.50%, 2/1/08 - 53,182 53,182 1,100 - 1,100 Centerpoint Energy Houston 144A 5.75%, 1/15/14(a) 1,157,606 - 1,157,606 1,500 - 1,500 Chesapeake Energy Corp. 8.375%, 11/1/08 1,635,000 - 1,635,000 - 260 260 ChevronTexaco Capital Co. 3.50%, 9/17/07 - 267,006 267,006 - 180 180 Cinergy Corp. 6.25%, 9/1/04 - 187,026 187,026 - 75 75 Cintas Corp. 6%, 6/1/12 - 83,218 83,218 - 175 175 Citigroup, Inc. 4.875%, 5/7/15 - 174,027 174,027 - 50 50 Citizens Banking Corp. 144A 5.75%, 2/1/13(a) - 50,366 50,366 - 21 21 Clear Channel Communications, Inc. 6%, 11/1/06 - 22,900 22,900 - 100 100 CMS Energy Corp. 144A 7.75%, 8/1/10(a) - 99,500 99,500 - 125 125 CMS Energy Corp. 7.50%, 1/15/09 - 124,375 124,375 - 100 100 CMS Energy Corp. 7.625%, 11/15/04 - 102,000 102,000 - 250 250 Coca Cola Enterprises, Inc. 4.375%, 9/15/09 - 259,214 259,214 - 133 133 Coca Cola Enterprises, Inc. 7.125%, 8/1/17 - 162,609 162,609 1,000 - 1,000 Comcast Cable Communications, Inc. 6.75%, 1/30/11 1,127,699 - 1,127,699 - 50 50 Comcast Corp. 5.30%, 1/15/14 - 50,470 50,470 - 225 225 Comcast Corp. 5.50%, 3/15/11 - 236,631 236,631 - 150 150 Comcast Corp. 5.85%, 1/15/10 - 162,209 162,209 - 300 300 Comcast Corp. 6.375%, 1/30/06 - 325,951 325,951 1,200 - 1,200 Commonwealth Edison 4.74%, 8/15/10 1,244,623 - 1,244,623 - 340 340 Conoco Funding Co. 5.45%, 10/15/06 - 370,065 370,065 - 235 235 Coors (Adolph) Co. 6.375%, 5/15/12 - 261,907 261,907 1,000 - 1,000 Coventry Health Care, Inc. 8.125%, 2/15/12 1,070,000 - 1,070,000 - 300 300 Cox Communications, Inc. 6.875%, 6/15/05 - 324,396 324,396 - 20 20 Cox Communications, Inc. 7.125%, 10/1/12 - 23,096 23,096 - 25 25 Cox Enterprises, Inc. 144A 4.375%, 5/1/08(a) - 25,661 25,661 - 95 95 CSX Corp. 4.875%, 11/1/09 - 99,626 99,626 - 175 175 CVS Corp. 3.875%, 11/1/07 - 178,672 178,672 - 225 225 DaimlerChrysler NA Holdings Corp. 4.05%, 6/4/08 - 222,727 222,727 - 400 400 Dean Foods Co. 6.625%, 5/15/09 - 420,000 420,000 - 50 50 Dean Foods Co. 6.90%, 10/15/17 - 50,000 50,000 550 55 605 Del Monte Corp. 144A 8.625%, 12/15/12(a) 603,625 60,362 663,987 - 30 30 Del Monte Corp. Series B 9.25%, 5/15/11 - 33,075 33,075 1,000 - 1,000 Denbury Resources, Inc. 144A 7.50%, 4/1/13(a) 1,017,500 - 1,017,500 - 175 175 Devon Energy Corp. 2.75%, 8/1/06 - 176,288 176,288 - 90 90 Dex Media East LLC 12.125%, 11/15/12 - 109,125 109,125 - 25 25 Dex Media East LLC 9.875%, 11/15/09 - 28,437 28,437 - 75 75 Dex Media West/Dex Media Finance Co. 144A 9.845%, 8/15/13(a) - 84,188 84,188 - 300 300 Dial Corp. (The) 6.50%, 9/15/08 - 330,964 330,964 - 280 280 Dial Corp. (The) 7%, 8/15/06 - 313,090 313,090 1,250 - 1,250 DirectTV Holdings LLC 144A 8.375%, 3/15/13(a) 1,415,625 - 1,415,625 850 - 850 Dobson Communications Corp. 144A 8.875%, 10/1/13(a) 863,813 - 863,813 - 185 185 Dominion Resources, Inc. 2.80%, 2/15/05 - 187,193 187,193 - 175 175 Dominion Resources, Inc. 5%, 3/15/13 - 175,387 175,387 - 100 100 Dominion Resources, Inc. Series D 5.125%, 12/15/09 - 105,309 105,309 - 40 40 Domino's, Inc. 144A 8.25%, 7/1/11(a) - 42,450 42,450 1,000 - 1,000 Eastman Kodak Co. Series MTNA 3.625%, 5/15/08 921,723 - 921,723 1,500 125 1,625 Echostar DBS Corp. 144A 5.75%, 10/1/08(a) 1,509,375 125,781 1,635,156 1,000 - 1,000 Echostar DBS Corp. 144A 6.375%, 10/1/11(a) 1,005,000 - 1,005,000 - 133 133 Echostar DBS Corp. 9.125%, 1/15/09 - 151,287 151,287 1,000 - 1,000 Entergy Gulf States 144A 3.60%, 6/1/08(a) 973,640 - 973,640 - 50 50 Farmers Insurance Exchange 144A 8.50%, 8/1/04(a) - 51,019 51,019 - 75 75 Fiserv, Inc. 144A 4%, 4/15/08(a) - 75,868 75,868 - 400 400 Ford Motor Credit Co. 5.75%, 2/23/04 - 406,540 406,540 - 75 75 Ford Motor Credit Co. 7%, 10/1/13 - 75,476 75,476 875 - 875 Ford Motor Credit Co. 7.25%, 10/25/11 913,149 - 913,149 - 125 125 Franklin Resources, Inc. 3.70%, 4/15/08 - 126,750 126,750 500 175 675 Freeport-McMoRan Copper & Gold, Inc. 10.125%, 2/1/10 561,250 196,437 757,687 - 25 25 Fresenius Medical Capital Trust IV 7.875%, 6/15/11 - 26,250 26,250 - 250 250 Fund American Cos., Inc. 5.875%, 5/15/13 - 254,392 254,392 - 265 265 Gannett Co., Inc. 4.95%, 4/1/05 - 278,011 278,011 - 500 500 General Electric Capital Corp. Series MTNA 2.85%, 1/30/06 - 510,034 510,034 1,750 120 1,870 General Electric Capital Corp. Series MTNA 6%, 6/15/12 1,917,851 131,510 2,049,361 - 175 175 General Mills, Inc. 3.875%, 11/30/07 - 179,285 179,285 - 125 125 General Mills, Inc. 5.125%, 2/15/07 - 134,504 134,504 - 75 75 General Mills, Inc. 6%, 2/15/12 - 82,274 82,274 - 500 500 General Motors Acceptance Corp. 4.50%, 7/15/16 - 510,643 510,643 - 125 125 General Motors Acceptance Corp. 5.125%, 5/9/08 - 127,753 127,753 500 75 575 General Motors Acceptance Corp. 6.875%, 9/15/11 519,002 77,850 596,852 1,500 - 1,500 General Motors Corp. 7.125%, 7/15/13 1,573,459 - 1,573,459 - 125 125 Gillette Co. 4.125%, 8/30/07 - 130,383 130,383 1200 - 1,200 Goldman Sachs Group, Inc. 4.75%, 7/18/13 1,187,596 - 1,187,596 - 125 125 Greenpoint Financial Corp. 144A 3.20%, 6/6/08(a) - 121,563 121,563 1,000 - 1,000 Gulfterra Energy Partner W.I. 144A 6.25%, 6/1/10(a) 1,000,000 - 1,000,000 - 50 50 Gulfterra Energy Partners 144A 8.50%, 6/1/10(a) - 54,125 54,125 - 125 125 Hard Rock Hotel, Inc. 144A 8.875%, 6/1/13(a) - 132,344 132,344 - 375 375 HCA, Inc. 6.25%, 2/15/13 - 380,270 380,270 900 - 900 HCA, Inc. 6.30%, 10/1/12 917,302 - 917,302 - 355 355 HCA, Inc. 6.91%, 6/15/05 - 374,821 374,821 - 135 135 HCA, Inc. 6.95%, 5/1/12 - 143,214 143,214 - 115 115 Hertz Corp. 4.70%, 10/2/06 - 115,532 115,532 - 215 215 HMH, Inc. Series A 7.875%, 8/1/05 - 221,450 221,450 1,025 - 1,025 Hollywood Entertainment Corp. 9.625%, 3/15/11 1,119,812 - 1,119,812 - 150 150 Household Finance Corp. 4.625%, 1/15/08 - 157,686 157,686 1,000 - 1,000 Household Finance Corp. 6.375%, 11/27/12 1,109,378 - 1,109,378 - 125 125 Household Finance Corp. Series MTN 3.375%, 2/21/06 - 128,373 128,373 100 - 100 IASIS Healthcare Corp. 13%, 10/15/09 112,750 - 112,750 - 225 225 International Business Machines Corp. 2.375%, 11/1/06 - 226,284 226,284 - 125 125 International Business Machines Corp. 4.25%, 9/15/09 - 129,931 129,931 - 125 125 International Business Machines Corp. 4.75%, 11/29/12 - 128,071 128,071 - 150 150 International Business Machines Corp. 5.875%, 11/29/32 - 153,266 153,266 - 75 75 International Paper Co. 5.85%, 10/30/12 - 79,827 79,827 1,500 50 1,550 Jabil Circuit, Inc. 5.875%, 7/15/10 1,557,906 51,930 1,609,836 1,000 - 1,000 Janus Capital Group, Inc. 7.75%, 6/15/09 1,144,410 - 1,144,410 - 80 80 John Deere Capital Corp. Series MTND 4.125%, 7/15/05 - 83,310 83,310 - 125 125 Kaneb Pipe Line Opportunity Partnership 5.875%, 6/1/13 - 127,434 127,434 - 150 150 Kellogg Co. 2.875%, 6/1/08 - 147,327 147,327 - 225 225 Kellogg Co. Series B 6%, 4/1/06 - 246,613 246,613 - 200 200 Kellogg Co. Series B 6.60%, 4/1/11 - 228,435 228,435 - 225 225 Kennametal, Inc. 7.20%, 6/15/12 - 243,223 243,223 - 98 98 Kern River Funding Corp. 144A 4.893%, 4/30/18(a) - 98,847 98,847 - 155 155 Kroger Co. 7.375%, 3/1/05 - 166,190 166,190 - 310 310 Kroger Co. 7.45%, 3/1/08 - 359,361 359,361 750 - 750 Laboratory Corp. of America Holdings 5.50%, 2/1/13 785,029 - 785,029 1,000 - 1,000 Leucadia National Corp. 144A 7%, 8/15/13(a) 990,000 - 990,000 1,250 - 1,250 Liberty Media Corp. 5.70%, 5/15/13 1,248,080 - 1,248,080 - 245 245 Liberty Mutual Insurance Co. 144A 7.875%, 10/15/26(a) - 214,208 214,208 - 100 100 Liberty Mutual Insurance Co. 144A 8.50%, 5/15/25(a) - 91,151 91,151 1,045 60 1,105 Magnum Hunter Resources, Inc. 9.60%, 3/15/12 1,144,275 65,700 1,209,975 - 300 300 Manor Care Inc. 144A 6.25%, 5/1/13(a) - 307,500 307,500 - 250 250 Markel Corp. 6.80%, 2/15/13 - 272,756 272,756 - 175 175 Medco Health Solutions 7.25%, 8/15/13 - 186,528 186,528 - 150 150 Mellon Funding Corp. 5%, 12/1/14 - 153,252 153,252 1,000 - 1,000 Merrill Lynch & Co. Series MTNB 5.30%, 9/30/15 1,024,979 - 1,024,979 800 - 800 MGM Mirage, Inc. 8.50%, 9/15/10 900,000 - 900,000 - 200 200 MidAmerican Energy Holdings 144A 3.50%, 5/15/08(a) - 198,425 198,425 - 100 100 Miller Brewing Co. 144A 5.50%, 8/15/13(a) - 104,484 104,484 1,500 - 1,500 Mobile Mini, Inc. 144A 9.50%, 7/1/13(a) 1,612,500 - 1,612,500 1,560 - 1,560 Mohegan Tribal Gaming Authority 8.125%, 1/1/06 1,690,650 - 1,690,650 1,000 - 1,000 Motiva Enterprises LLC 144A 5.20%, 9/15/12(a) 1,005,000 - 1,005,000 - 225 225 National Rural Utilities Cooperative Finance Corp. 5.75%, 8/28/09 - 227,347 227,347 - 125 125 Nationwide Financial Services, Inc. 5.625%, 2/13/15 - 130,174 130,174 - 100 100 Nationwide Mutual Insurance Co. 7.50%, 2/15/24 - 104,453 104,453 - 100 100 New York Life Insurance Co. 144A 5.875%, 5/15/33(a) - 100,045 100,045 - 100 100 Newell Rubbermaid, Inc. 4%, 5/1/10 - 96,338 96,338 - 250 250 News America, Inc. 6.625%, 1/9/08 - 280,460 280,460 - 125 125 Nextel Communications, Inc. 9.375%, 11/15/09 - 136,250 136,250 - 75 75 Northern States Power Co. 2.875%, 8/1/06 - 76,031 76,031 - 130 130 Occidental Petroleum Corp. 5.875%, 1/15/07 - 143,169 143,169 - 80 80 Occidental Petroleum Corp. Series MTN 4.25%, 3/15/10 - 81,347 81,347 1,925 - 1,925 Office Depot, Inc. 6.25%, 8/15/13 2,022,213 - 2,022,213 1,000 - 1,000 Omnicare, Inc. 6.125%, 6/1/13 985,000 - 985,000 - 50 50 Owens-Brockway Glass Container, Inc. 144A 7.75%, 5/15/11(a) - 52,000 52,000 - 100 100 Owens-Brockway Glass Container, Inc. 8.75%, 11/15/12 - 107,750 107,750 - 140 140 Owens-Brockway Glass Container, Inc. 8.875%, 2/15/09 - 149,800 149,800 - 75 75 Owens-Illinois, Inc. 7.15%, 5/15/05 - 77,063 77,063 - 50 50 Packaging Corp. of America 144A 4.375%, 8/1/08(a) - 50,332 50,332 - 175 175 Packaging Corp. of America 144A 5.75%, 8/1/13(a) - 177,736 177,736 - 100 100 Panhandle Eastern Pipe Line 144A 4.80%, 8/15/08(a) - 103,189 103,189 375 - 375 Peabody Energy Corp Series B 6.875%, 3/15/13 392,812 - 392,812 - 300 300 Pemex Project Funding Master Trust 144A 6.125%, 8/15/08(a) - 318,000 318,000 1,000 - 1,000 Pemex Project Funding Master Trust 144A 7.375%, 12/15/14(a) 1,075,000 - 1,075,000 - 100 100 Pemex Project Funding Master Trust 7.375%, 12/15/14 - 107,500 107,500 - 75 75 Pemex Project Funding Master Trust 7.875%, 2/1/09 - 85,500 85,500 - 250 250 Pemex Project Funding Master Trust 8.625%, 2/1/22 - 278,750 278,750 1,000 - 1,000 Pemex Project Funding Master Trust 9.125%, 10/13/10 1,197,500 - 1,197,500 - 145 145 Penney (J.C.) & Co., Inc. 6%, 5/1/06 - 146,812 146,812 1,000 - 1,000 Phelps Dodge Corp. 8.75%, 6/1/11 1,210,513 - 1,210,513 - 175 175 PHH Corp. 6%, 3/1/08 - 189,004 189,004 750 - 750 Premcor Refining Group, Inc. (The) 144A 9.25%, 2/1/10(a) 821,250 - 821,250 - 195 195 Procter and Gamble Co. (The) 4.75%, 6/15/07 - 209,005 209,005 - 75 75 Progressive Corp. 6.25%, 12/1/32 - 79,823 79,823 - 75 75 Provident Companies, Inc. 6.375%, 7/15/05 - 78,750 78,750 - 150 150 Public Service Co. of Colorado 144A 4.875%, 3/1/13(a) - 150,953 150,953 - 250 250 Public Service Co. of Colorado 7.875%, 10/1/12 - 305,018 305,018 - 25 25 Public Service Co. of Colorado Series A 6.875%, 7/15/09 - 28,301 28,301 - 250 250 Quest Diagnostic, Inc. 6.75%, 7/12/06 - 276,876 276,876 - 195 195 Quest Diagnostic, Inc. 7.50%, 7/12/11 - 230,404 230,404 - 200 200 Raytheon Co. 6.50%, 7/15/05 - 215,417 215,417 - 25 25 Rite Aid Corp. 7.125%, 1/15/07 - 25,438 25,438 - 25 25 Rite Aid Corp. 7.625%, 4/15/05 - 25,750 25,750 1,000 - 1,000 Ryland Group, Inc. (The) 8%, 8/15/06 1,076,250 - 1,076,250 - 105 105 Safeway, Inc. 6.15%, 3/1/06 - 113,875 113,875 - 50 50 Saks, Inc. 8.25%, 11/15/08 - 55,000 55,000 - 250 250 Sealed Air Corp. 144A 5.375%, 4/15/08(a) - 260,749 260,749 - 75 75 Sealed Air Corp. 144A 6.875%, 7/15/33(a) - 76,768 76,768 400 75 475 Service Corp. International 6%, 12/15/05 404,000 75,750 479,750 600 - 600 Service Corp. International 7.20%, 6/1/06 603,000 - 603,000 - 250 250 SLM Corp. Series MTN 3.625%, 3/17/08 - 255,151 255,151 - 125 125 SLM Corp. Series MTN 5.05%, 11/14/14 - 127,149 127,149 500 - 500 Smurfit - Stone Container Corp. 8.25%, 10/1/12 525,000 - 525,000 - 140 140 Southwest Gas Corp. 7.625%, 5/15/12 - 162,011 162,011 - 425 425 Southwestern Public Service Co. 5.125%, 11/1/06(d) - 449,615 449,615 - 150 150 Sovereign Bank 5.125%, 3/15/13 - 149,829 149,829 1,000 - 1,000 Sprint Capital Corp. 7.625%, 1/30/11 1,127,236 - 1,127,236 1,000 - 1,000 Sprint Capital Corp. 8.375%, 3/15/12 1,179,578 - 1,179,578 - 300 300 StanCorp Financial Group, Inc. 6.875%, 10/1/12 - 333,459 333,459 - 300 300 Starwood Hotels and Resorts 6.75%, 11/15/05 - 317,625 317,625 - 50 50 Stater Brothers Holdings, Inc. 10.75%, 8/15/06 - 52,625 52,625 - 375 375 TCI Communications, Inc. 7.875%, 8/1/13 - 450,850 450,850 1,000 - 1,000 Team Health, Inc. Series B 12%, 3/15/09 1,030,000 - 1,030,000 500 200 700 Tenet Healthcare Corp. 5.375%, 11/15/06 492,500 197,000 689,500 375 - 375 Tenet Healthcare Corp. 6.375%, 12/1/11 360,937 - 360,937 1,000 - 1,000 Tesoro Petroleum Corp. 144A 8%, 4/15/08(a) 1,030,000 - 1,030,000 - 75 75 Toll Brothers, Inc. 144A 6.875%, 11/15/12(a) - 83,966 83,966 - 75 75 Toys "R" Us, Inc. 7.375%, 10/15/18 - 76,950 76,950 1,000 125 1,125 Toys "R" Us, Inc. 7.875%, 4/15/13 1,093,560 136,695 1,230,255 - 175 175 Travelers Property Casualty Corp. 5%, 3/15/13 - 178,965 178,965 - 100 100 TRW Automotive, Inc. 144A 10.125%, 2/15/13(a)(i) - 131,012 131,012 - 250 250 TXU Corp. Series C 6.375%, 1/1/08 - 257,187 257,187 - 250 250 TXU Corp. Series J 6.375%, 6/15/06 - 260,313 260,313 - 125 125 TXU Energy Co. 144A 7%, 3/15/13(a) - 135,885 135,885 1,000 - 1,000 Tyco International Group SA 6.375%, 10/15/11 1,031,250 - 1,031,250 - 125 125 Tyco International Ltd. 6.375%, 2/15/06 - 130,937 130,937 - 175 175 U.S. Bancorp 2.75%, 3/30/06 - 177,886 177,886 - 125 125 UnitedHealth Group, Inc. 4.875%, 4/1/13 - 126,755 126,755 - 130 130 UnitedHealth Group, Inc. 5.20%, 1/17/07 - 140,636 140,636 - 70 70 UnitedHealth Group, Inc. 7.50%, 11/15/05 - 78,111 78,111 - 100 100 UnumProvident Corp. 7.375%, 6/15/32 - 100,000 100,000 750 200 950 USA Interactive, Inc. 7%, 1/15/13 845,977 225,594 1,071,571 750 - 750 Valero Energy Corp. 6.875%, 4/15/12 836,630 - 836,630 500 - 500 Verizon Global Funding Corp. 6.875%, 6/15/12 570,361 - 570,361 1,000 - 1,000 Verizon Global Funding Corp. 7.25%, 12/1/10 1,172,021 - 1,172,021 - 125 125 Viacom, Inc. 6.40%, 1/30/06 - 137,265 137,265 - 60 60 Vicar Operating, Inc. 9.875%, 12/1/09 - 66,900 66,900 - 150 150 Wal-Mart Stores, Inc. 4.55%, 5/1/13 - 151,493 151,493 - 250 250 Wal-Mart Stores, Inc. 6.875%, 8/10/09 - 293,878 293,878 - 500 500 Waste Management, Inc. 7%, 10/1/04 - 523,888 523,888 - 380 380 Waste Management, Inc. 7.375%, 8/1/10 - 444,206 444,206 550 - 550 WCI Communities, Inc. 9.125%, 5/1/12 591,250 - 591,250 - 125 125 Webster Bank 5.875%, 1/15/13 - 132,652 132,652 - 455 455 WellPoint Health Networks, Inc. 6.375%, 6/15/06 - 502,446 502,446 - 25 25 Westport Resources Corp. 144A 8.25%, 11/1/11(a) - 27,438 27,438 - 100 100 XCEL Energy, Inc. 144A 3.40%, 7/1/08(a) - 97,604 97,604 - 125 125 XM Satellite Radio, Inc. 144A 12%, 6/15/10(a) - 135,938 135,938 1,200 - 1,200 XTO Energy, Inc. 7.50%, 4/15/12 1,341,000 - 1,341,000 - 25 25 Yum! Brands, Inc. 7.70%, 7/1/12 - 27,812 27,812 - 125 125 Zions Bancorp. 6%, 9/15/15 - 133,929 133,929 ---------- ----------- ---------- TOTAL CORPORATE BONDS 72,003,050 32,145,650 104,148,700 NON-AGENCY MORTGAGE-BACKED SECURITIES--7.7% 1,011 - 1,011 Bank of America Mortgage Securities 99-7, A24 6.50%, 7/25/29 1,010,230 - 1,010,230 1,750 - 1,750 Commercial Resecuritization Trust 01-ABC2, A1 7.17%, 2/21/13 1,918,984 - 1,918,984 179 - 179 CS First Boston Mortgage Securities Corp. 97-1R, 1M4 7.26%, 2/28/22(h) 178,733 - 178,733 1,000 - 1,000 First Chicago/Lennar Trust 97-CHL1, D 7.96%, 5/29/08(h) 1,004,531 - 1,004,531 106 - 106 First Union Residential Securitization Trust 98-A SA4 7%, 4/25/25 106,303 - 106,303 1,000 - 1,000 GMAC Commercial Mortgage Securities, Inc. 97-C2, A3 6.566%, 11/15/07 1,110,569 - 1,110,569 2,100 - 2,100 Lehman Brothers Commercial Conduit Mortgage Trust 99-C2, A2 7.325%, 9/15/09 2,466,779 - 2,466,779 1,500 - 1,500 Master Alternative Loan Trust 02-3, M2 5.727%, 12/25/32 1,503,750 - 1,503,750 1,700 - 1,700 Morgan Stanley Capital I 98-W F2, C 6.77%, 7/15/30 1,943,028 - 1,943,028 712 - 712 Norwest Asset Securities Corp. 99-5, B3 6.25%, 3/25/14 709,944 - 709,944 1,234 - 1,234 Norwest Asset Securities Corp. 99-10, B3 6.25%, 4/25/14 1,236,577 - 1,236,577 779 - 779 Paine Webber Mortgage Acceptance Corp. 00-1, M 7.75%, 9/25/30 777,684 - 777,684 1,023 - 1,023 Residential Funding Mortgage Securities I 94-S7, M3 6.50%, 3/25/34 1,035,308 - 1,035,308 1,000 - 1,000 Sasco Net Interest Margin Trust 03-28XS 7.50%, 9/28/33 997,656 - 997,656 972 - 972 Sasco Net Interest Margin Trust 03-25XS 7.25%, 8/28/33 967,754 967,754 489 - 489 Summit Mortgage Trust 00-1, B3 6.08%, 12/28/12(h) 488,648 - 488,648 1,000 - 1,000 Vanderbilt Mortgage Finance 02-C, A4 6.57%, 8/7/24 1,037,473 - 1,037,473 ---------- ----------- ---------- TOTAL NON-AGENCY MORTGAGE-BACKED SECURITIES 18,493,951 - 18,493,951 FOREIGN GOVERNMENT SECURITIES--20.2% - 175 175 Bundesobligation Series 140 4.50%, 8/17/07(i) - 215,264 215,264 - 325 325 Deutsche Bundesrepublic Series 02 5%, 7/4/12(i) - 409,446 409,446 1,300 - 1,300 Federative Republic of Brazil 10%, 1/16/07 1,395,550 - 1,395,550 1,000 - 1,000 Federative Republic of Brazil 11.50%, 3/12/08 1,102,500 - 1,102,500 4,926 - 4,926 Federative Republic of Brazil PIK Interest Capitalization 8%, 4/15/14 4,533,128 - 4,533,128 1,500 - 1,500 Government of New Zealand 404 6.50%, 2/15/05 906,273 - 906,273 1,750 - 1,750 Government of New Zealand 404 8%, 4/15/04(k) 1,055,328 - 1,055,328 - 325 325 Government of Spain 5%, 7/30/12(i) - 408,932 408,932 500 - 500 Government of Ukraine 144A 7.65%, 6/11/13(a) 500,625 - 500,625 2,777 - 2,777 Government of Ukraine RegS 11%, 3/15/07 3,082,131 - 3,082,131 1,500 - 1,500 Republic of Austria 5.50%, 10/20/07(i) 1,909,456 - 1,909,456 496 - 496 Republic of Bulgaria 144A 8.25%, 1/15/15(a) 567,300 - 567,300 254 - 254 Republic of Bulgaria RegS 8.25%, 1/15/15 290,513 - 290,513 1,000 - 1,000 Republic of Chile 5.50%, 1/15/13 1,040,000 - 1,040,000 1,000 - 1,000 Republic of Colombia 10.50%, 1/13/08 1,107,500 - 1,107,500 500 - 500 Republic of Colombia 10%, 1/23/12 546,250 - 546,250 1,500 - 1,500 Republic of Colombia 10.75%, 1/15/13 1,687,500 - 1,687,500 350 - 350 Republic of Lithuania 4.50%, 3/5/13(i) 406,981 - 406,981 1,000 - 1,000 Republic of Panama 8.25%, 4/22/08 1,110,000 - 1,110,000 500 - 500 Republic of Panama 9.625%, 2/8/11 573,750 - 573,750 1,000 - 1,000 Republic of Philippines 9%, 2/15/13 1,080,000 - 1,080,000 1,000 - 1,000 Republic of Philippines 8.25%, 1/15/14 1,017,500 - 1,017,500 1,000 - 1,000 Republic of South Africa 5.25%, 5/16/13(k) 1,136,893 - 1,136,893 5,000 - 5,000 Republic of South Africa R 150 12%, 2/28/05(j) 755,123 - 755,123 1,500 - 1,500 Republic of Turkey 11.75%, 6/15/10 1,721,250 - 1,721,250 500 - 500 Republic of Turkey 11%, 1/14/13 553,750 - 553,750 1,500 - 1,500 Republic of Turkey 9.50%, 1/15/14 1,533,750 - 1,533,750 3,000 - 3,000 Republic of Venezuela 9.25%, 9/15/27 2,334,000 - 2,334,000 2,125 - 2,125 Republic of Venezuela 144A 10.75%, 9/19/13(a) 1,965,625 - 1,965,625 1,286 - 1,286 Republic of Venezuela DCB Series DL 1.875%, 12/18/07(h) 1,164,375 - 1,164,375 5,750 - 5,750 Russian Federation RegS 5%, 3/31/30(h) 5,453,516 - 5,453,516 1,500 - 1,500 Russian Ministry of Finance Series V 3%, 5/14/08 1,338,750 - 1,338,750 - 50 50 United Mexican States 4.625%, 10/8/08 - 51,000 51,000 500 - 500 United Mexican States 6.625%, 3/3/15 525,250 - 525,250 4,500 - 4,500 United Mexican States 7.50%, 1/14/12 5,089,500 - 5,089,500 - 60 60 United Mexican States Series MTNA 6.375%, 1/16/13 - 63,300 63,300 - 150 150 United Mexican States Series MTNA 8%, 9/24/22 - 165,375 165,375 ---------- ----------- ---------- TOTAL FOREIGN GOVERNMENT SECURITIES 47,484,067 1,313,317 48,797,384 FOREIGN CORPORATE BONDS--10.0% 1,500 550 2,050 British Sky Broadcasting plc 6.875%, 2/23/09 1,679,124 615,679 2,294,803 - 250 250 British Sky Broadcasting plc 7.30%, 10/15/06 - 279,817 279,817 750 - 750 Cascades, Inc. 144A 7.25%, 2/15/13(a) 768,750 - 768,750 1,750 - 1,750 Cia Brasileira de Bebidas 144A 8.75%, 9/15/13(a) 1,767,500 - 1,767,500 750 - 750 Clondalkin Industries plc 10.625%, 1/15/10(i) 947,653 - 947,653 - 90 90 Corus Entertainment, Inc. 8.75%, 3/1/12 - 98,550 98,550 1,500 - 1,500 Crown European Holdings SA 144A 10.25%, 3/1/11(a)(i) 1,856,003 - 1,856,003 - 75 75 Deutsche Telekom International Finance BV 3.875%, 7/22/08 - 75,728 75,728 1,000 - 1,000 Deutsche Telekom International Finance BV 8.50%, 6/15/10(h) 1,223,222 - 1,223,222 1,000 - 1,000 Deutsche Telekom International Finance DT 8.75%, 6/15/30(h) 1,268,503 - 1,268,503 - 50 50 Fresenius Finance BV 144A 7.75%, 4/30/09(a)(i) - 61,466 61,466 - 125 125 Hanson Australia Funding 5.25%, 3/15/13 - 126,951 126,951 500 - 500 Innova S de R.L. 144A 9.375%, 9/19/13(a) 505,625 - 505,625 1,000 - 1,000 Kazkommerts International BV 144A 8.50%, 4/16/13(a) 977,500 - 977,500 250 - 250 Kazkommerts International BV RegS 10.125%, 5/8/07 273,750 - 273,750 1,600 - 1,600 Korea Development Bank 5.75%, 9/10/13 1,320,658 - 1,320,658 1,280 - 1,280 Kyivstar GSM RegS 12.75%, 11/21/05 1,420,800 - 1,420,800 750 - 750 MEI Euro Finance Ltd. 144A 8.75%, 5/22/10(a) 755,625 - 755,625 150 - 150 Norske Skogindustrier 144A 6.125%, 10/15/15(a) 154,307 - 154,307 750 - 750 Oil Insurance Ltd. 144A 5.15%, 8/15/33(a) 768,757 - 768,757 2,250 - 2,250 Petrobras International Finance W.I. 9.125%, 7/2/13 2,306,250 - 2,306,250 - 100 100 Rogers Cable, Inc. 144A 6.25%, 6/15/13(a) - 99,875 99,875 1,000 - 1,000 Rogers Cable, Inc. 7.875%, 5/1/12 1,087,500 - 1,087,500 - 75 75 Sabmiller plc 144A 6.625%, 8/15/33(a) - 80,700 80,700 1,000 - 1,000 Turanalem Finance BV 144A 7.875%, 6/2/10(a) 952,500 - 952,500 - 300 300 Tyco International Group SA 6.375%, 6/15/05 - 312,000 312,000 500 - 500 Tyumen Oil Co. 144A 11%, 11/6/07(a) 562,500 - 562,500 1,000 - 1,000 Vale Overseas Ltd. 144A 9%, 8/15/13(a) 1,042,500 - 1,042,500 - 175 175 Valentia Telecommunion Ltd. 144A 7.25%, 8/15/13(a) - 211,439 211,439 500 - 500 Xerox Capital Europe plc 5.875%, 5/15/04 505,000 - 505,000 ---------- ----------- ---------- TOTAL FOREIGN CORPORATE BONDS 22,144,027 1,962,205 24,106,232 CREDIT LINKED NOTES--0.9% 2,000 - 2,000 Federative Republic of Brazil 9.43%, 8/20/06 2,083,400 - 2,083,400 ---------- ----------- ---------- TOTAL CREDIT LINKED NOTES 2,083,400 - 2,083,400 CONVERTIBLE BONDS--0.6% - 50,000 50,000 Candescent Technologies Corp. Cv. 144A 8%, 11/1/03(a)(b)(c)(e) - 4,250 4,250 - 1,500 1,500 Nextel Communications, Inc. Cv 5.25%, 1/15/10 1,406,250 - 1,406,250 ---------- ----------- ---------- TOTAL CONVERTIBLE BONDS 1,406,250 4,250 1,410,500 LOAN AGREEMENTS--1.0% 929 - 929 Republic of Algeria(f)(h) 910,000 - 910,000 1,500 - 1,500 United Pan-Europe Communications Tranche C2(g)(h) 1,402,500 - 1,402,500 ---------- ----------- ---------- TOTAL LOAN AGREEMENTS 2,312,500 - 2,312,500 COMMON STOCKS--0.0% 64,050 - 64,050 AT&T Latin America Corp. Class A(c) 3,843 - 3,843 ---------- ----------- ---------- TOTAL COMMON STOCKS 3,843 - 3,843 PREFERRED STOCKS--0.0% - 3,925 3,925 Chevy Chase Bank Pfd. 98,861 98,861 ---------- ----------- ---------- TOTAL PREFERRED STOCKS - 98,861 98,861 SHORT-TERM OBLIGATIONS--3.0% - 200 200 Prudential Funding 1.07%, 10/1/03 - 200,000 200,000 3,650 - 3,650 CXC, Inc. 1.12%, 10/1/03 3,650,000 - 3,650,000 2,990 - 2,990 Wal-Mart Stores, Inc. 1.05%, 10/2/03 2,989,913 - 2,989,913 300 - 300 CXC, Inc. 1.05%, 10/6/03 299,956 - 299,956 ---------- ----------- ----------- TOTAL SHORT-TERM OBLIGATIONS 6,939,869 200,000 7,139,869 TOTAL INVESTMENTS--102.0% 196,915,142 49,417,125 246,332,267 (Identified cost $186,059,241, $47,134,499 and $233,193,740) Other assets and liabilities, net---(2.0)% (5,229,047) 474,068 (4,754,979) ------------ ------------ ----------- NET ASSETS--100.0% $191,686,095 $ 49,891,193 241,577,288 ============ ============ =========== (a) Security exempt from registration under Rule 144A of Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2003, these securities amounted to a value of $41,561,231 or 17.21% of net assets. (b) Illiquid. Security valued at fair value as determined by the good faith by or under the direction of the Trustees. At September 30, 2003, this security amounted to $4,250 or 0.0% of net assets. (c) Non-income producing. (d) All or a portion segregated as collateral for when-issued securities and forward currency contracts. (e) Security in default. (f) Restricted security was acquired on 11/1/01 at a cost of $1,125,000. (g) Restricted security was acquired on 3/31/03 at a cost of $934,000. (h) Variable or step coupon security, interest rate shown reflects the rate currently in effect. (i) Par value represents Euro. (j) Par value represents South African Rand. (k) Par value represents New Zealand Dollar. (l) Principal amount is adjusted daily pursuant to the change in the Consumer Price Index. SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS
Phoenix-Goodwin Multi-Sector Fixed Income Series/Phoenix-Janus Flexible Income Series Pro Forma Combining Statement of Assets and Liabilities September 30, 2003 (Unaudited) ================== ================== ================ ================ Phoenix-Goodwin Phoenix-Janus Pro Forma Multi-Sector Fixed Flexible Income Adjustments Combining Income Series Series Portfolios ================== ================== ================ ================ ASSETS Investment securities at value (Identified cost $186,059,241, $47,134,499, and $233,193,740) $ 196,915,142 $ 49,417,125 $ 246,332,267 Cash 55,936 92,153 148,089 Receivables Investment securities sold 734,269 155,546 889,815 Interest 2,743,932 633,362 3,377,294 Prepaid expenses 4,562 1,182 5,745 ---------------- ---------------- ---------------- ---------------- Total assets 200,453,841 50,299,369 - 250,753,210 LIABILITIES Payables Net unrealized depreciation on forward currency contracts 98,100 22,394 120,494 Investment securities purchased 8,500,302 309,165 8,809,467 Investment advisory fee 78,167 23,660 101,827 Administration fee 12,032 3,105 15,137 Financial agent fee 13,331 5,830 19,160 Trustees' fee 1,110 1,110 2,220 Accrued expenses 64,704 42,912 107,616 ---------------- ---------------- ---------------- ---------------- Total liabilities 8,767,745 408,176 - 9,175,921 ---------------- ---------------- ---------------- ---------------- NET ASSETS $ 191,686,095 $ 49,891,193 - $ 241,577,288 ================ ================ ================ ================ Shares of beneficial interest outstanding 20,935,218 4,487,851 961,073(a) 26,384,142 Net assets $ 191,686,095 $ 49,891,193 $ 241,577,288 Net asset value per share $ 9.16 $ 11.12 $ 9.16 (a) Adjustment reflects additional shares issued in conversion.
See Notes to Pro Forma Financial Statements.
Phoenix-Goodwin Multi-Sector Fixed Income Series / Phoenix-Janus Flexible Income Series Pro Forma Combining Statement of Operations October 1, 2002 through September 30, 2003 (Unaudited) ================== ================== ================== =============== Phoenix-Goodwin Phoenix-Janus Pro Forma Multi-Sector Fixed Flex Income Adjustments Combining Income Series Series Portfolios ================== ================== ================== =============== INVESTMENT INCOME Interest $ 13,615,735 $ 2,363,337 $ - $ 15,979,072 ------------------ ------------------ ------------------ ------------- Total investment income 13,615,735 2,363,337 15,979,072 ------------------ ------------------ ------------------ ------------- EXPENSES Investment advisory fee 933,255 371,594 (139,348) (a) 1,165,500 Financial agent fee 163,964 68,714 (41,915) (a) 190,764 Administration fee 109,347 (b) 27,817 (b) 42,322 (b) 179,487 Printing 39,738 42,174 (4,640) (a) 77,272 Professional 25,314 29,645 (16,757) (a) 38,202 Custodian 54,320 32,681 (29,435) (a) 57,566 Trustees 3,625 3,625 (1,812) (a) 5,438 Miscellaneous 27,467 16,885 (12,763) (a) 31,589 ------------------ ------------------ ------------------ ------------- Total expenses 1,357,030 593,136 (204,348) 1,745,818 Custodian fees paid indirectly (3,490) (420) - (3,910) Less expenses borne by investment advisor - (104,910) 104,910 (a) - ------------------ ------------------ ------------------ ------------- Net expenses 1,353,540 487,806 (99,438) 1,741,908 ------------------ ------------------ ------------------ ------------- NET INVESTMENT INCOME (LOSS) 12,262,195 1,875,531 99,438 14,237,164 NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on securities 7,934,962 1,062,715 - 8,997,677 Net realized gain on foreign currency transactions (100,159) (116,115) - (216,274) Net change in unrealized appreciation (depreciation) on investments 5,412,696 545,630 - 5,958,326 Net change in unrealized appreciation (depreciation) on foreign currency and foreign currency transactions 6,109 (5) - 6,104 Net change in unrealized appreciation (depreciation) on forward contracts (98,101) (22,394) - (120,495) Net gain (loss) on investments 13,155,507 1,469,831 - 14,625,338 ------------------ ------------------ ------------------ ------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 25,417,702 $ 3,345,362 $ 99,438 $ 28,862,502 ================== ================== ================== ============= Adjustments: (a) Reflects elimination of target fund contracts. (b) Reflects new Administration Fees of 0.077% for a nine month period, 1/1/03 to 9/30/03. The adjustment column reflects what the annual fee would be based on combined net assets. Note: The expenses for Phoenix-Goodwin Multi-Sector Fixed Income Fund are based on the expense schedule which became effective 6/30/03.
PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES / PHOENIX-JANUS FLEXIBLE INCOME SERIES NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS SEPTEMBER 30, 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-Janus Flexible Income Series ("Janus Flex") into the Phoenix-Goodwin Multi-Sector Fixed Income Series ("Multi-Sector"). 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 or substantially all of the assets of Janus Flex to Multi-Sector and the subsequent liquidation of Janus Flex. The accounting survivor in the proposed merger will be Multi-Sector. This is because although Janus Flex has the same investment objective as Multi-Sector, the surviving fund will invest in a style that is similar to the way in which Multi-Sector is currently operated (including hedging and investment in debt securities). Additionally, Multi-Sector has a significantly larger asset base than Janus Flex. 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. Janus Flex and Multi-Sector are both, 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 Multi-Sector which would have been issued at September 30, 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 September 30, 2003, of Janus Flex of $49,891,193 and the net asset value of Multi-Sector of $9.16. 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 include the expenses of Multi-Sector restated to reflect the expense schedule which became effective June 30, 2003, the actual expenses of each Janus Flex and the combined Fund, 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 Fund based on the fee schedule in effect for Multi-Sector at the combined level of average net assets for the period ended September 30, 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. PART C OTHER INFORMATION ITEM 15. INDEMNIFICATION The response to this item is incorporated by reference to Part A of the Prospectus/Proxy Statement in this Registration Statement under the caption "Comparative Information on Shareholder Rights-Liability of Trustees." 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 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 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 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 on April 29, 1997. 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 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 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 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 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 on July 15, 1997. C-1 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 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 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 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 on November 15, 2000. 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 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 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 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 C-2 Series" to "Phoenix-Sanford Bernstein Mid-Cap Value Series", filed via Edgar with Post-Effective Amendment No. 35 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 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 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 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 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 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 on April 30, 2003. 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 on February 24, 2003. (2) Not Applicable. (3) Not Applicable. (4) Agreement and Plan of Reorganization (included as Appendix A to the Prospectus/Proxy Statement contained in Part A of this Registration Statement). C-3 (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 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 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 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 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 herewith. *(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 herewith. (7) Not Applicable. (8) Not Applicable. (9) Custodian Agreement. C-4 (a) Global Custody Agreement between Registrant and The Chase Manhattan Bank, NA effective May 1, 1990, covering the International Series, filed with Post-Effective Amendment No. 4 on March 13, 1990 and filed via Edgar with Post-Effective Amendment No. 20 on April 29, 1997. (b) Amendment to Global Custody Agreement between Registrant and The Chase Manhattan Bank, NA effective May 1, 1992, covering International, Money Market, Growth, Bond, Total Return and Balanced Series, filed with Post-Effective Amendment No. 7 on March 2, 1992 and filed via Edgar with Post-Effective Amendment No. 20 on April 29, 1997. (10) Not Applicable. (11) Opinion and Consent of Matthew A. Swendiman, Esq., with respect to the legality of the shares being issued (to be filed by Amendment). (12) Opinion and Consent of McDermott, Will & Emery 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 on January 29, 1996. (b) Transfer Agency Agreement between Registrant and Phoenix Equity Planning Corporation dated August 29, 1988 filed via Edgar with Post-Effective Amendment No. 20 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 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 on April 29, 1998. (e) *Second Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective June 1, 1998, filed herewith. (f) *Third Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective October 29, 2001, filed herewith. (g) *Fourth Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective August 9, 2002, filed herewith. (h) *Fifth Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation effective January 1, 2003, filed herewith. (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 herewith. *(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 herewith. C-5 (j) *Code of Ethics Amended and Restated for The Phoenix Edge Series Fund and Phoenix Variable Advisors, Inc., filed herewith. (k) *Code of Ethics Amended and Restated for Phoenix Funds, Phoenix-Duff & Phelps Institutional Mutual Funds, Phoenix-Aberdeen Series Fund, Phoenix- Engemann Funds, and Phoenix-Zweig Funds, filed herewith. (14) *Consent of PricewaterhouseCoopers LLP, filed herewith. (15) Not Applicable. (16) *Power of Attorney, filed herewith. (17)(a) *Form of Voting Instructions Card and Proxy Card for Phoenix-Janus Flexible Income Series, filed herewith. (b) Current Prospectus of The Phoenix Edge Series Fund, as filed via Edgar on Form N-1A on April 30, 2003 with Post-Effective Amendment No. 46, and supplements dated May 1, 2003, May 8, 2003, June 2, 2003, June 11, 2003, July 24, 2003, October 15, 2003 and November 5, 2003 to the Prospectus dated May 1, 2003 and incorporated by reference. - ------------------ * Filed herewith. 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-6 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 16th day of January, 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 16th day of January, 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 - ------------------------------------ Michael J. Gilotti* 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 herewith. S-2 EX-99.6.A.5 4 pesf_64850-ex6a5.txt FOURTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT Exhibit 6(a)(5) Fourth Amendment to Investment Advisory Agreement FOURTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT ------------------------------------------------- THIS AMENDMENT made by and between The Phoenix Edge Series Fund, a Massachusetts business trust having a place of business located at 101 Munson Street, Greenfield, Massachusetts (the "Fund") and Phoenix Investment Counsel, Inc., a Massachusetts corporation having a place of business located at 56 Prospect Street, Hartford, Connecticut (the "Adviser"). RECITALS The parties mutually desire to amend the Agreement to reflect inclusion of an "Additional Series" as such term is defined in Section 2 of the Agreement. NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the parties do hereby agree to amend the Agreement as follows: 1. The Agreement is hereby amended to include the Phoenix-Goodwin Multi-Sector Short Term Bond Series as an "Additional Series". Paragraph 8(a) of the Agreement is hereby amended so as to reflect the advisory fees for managing said Series as more particularly described in the attached chart hereto and made a part of. 2. Except as expressly amended hereby, all provisions of the Agreement remain in full force and effect and are unchanged in all respects. All initial capitalized terms used herein shall have such meaning as ascribed thereto in the Agreement, as amended. All terms and phrases in quotations shall have such meaning as ascribed thereto in the Investment Company Act of 1940, as amended. 3. This Amendment shall become effective on the date first accepted by the Adviser which date is set forth above the Adviser's name on the signature page hereof. 4. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and, all of which, when taken together, shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Amendment to be executed by their duly authorized officers or other representatives as of this 9th day of May, 2003. THE PHOENIX EDGE SERIES FUND By: /s/ Sue Ann Collins -------------------------- Name: Sue Ann Collins Title: President PHOENIX iNVESTMENT COUNSEL, INC. By: /s/ Robert S. Driessen ---------------------- Name: Robert S. Driessen Title: Vice President FEE SCHEDULE
SERIES INVESTMENT ADVISORY FEES $1 billion $1+ billion $2+ billion through $2 billion Phoenix-Goodwin Multi-Sector Short Term Bond Series 0.55% 0.50% 0.45%
EX-99.6.A.6 5 pesf_64850-ex6a6.txt FIFTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT Exhibit 6(a)(6) Fifth Amendment to Investment Advisory Agreement FIFTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT ------------------------------------------------ THIS AMENDMENT made by and between The Phoenix Edge Series Fund, a Massachusetts business trust having a place of business located at 101 Munson Street, Greenfield, Massachusetts (the "Fund") and Phoenix Investment Counsel, Inc., a Massachusetts corporation having a place of business located at 56 Prospect Street, Hartford, Connecticut (the "Adviser"). RECITALS The parties mutually desire to amend the Agreement as follows: NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the parties do hereby agree to amend the Agreement as follows: 1. Schedule C to the Agreement is hereby deleted in its entirety and Schedule C attached hereto substituted in its place. 2. Except as expressly amended hereby, all provisions of the Agreement remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used herein shall have such meaning as ascribed thereto in the Agreement, as amended. All terms and phrases in quotations shall have such meaning as ascribed thereto in the Investment Company Act of 1940, as amended. 3. This Amendment shall become effective on the date first accepted by the Adviser which date is set forth on the signature page hereof. 4. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and, all of which, when taken together, shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Amendment to be executed by their duly authorized officers or other representatives as of this 12th day of August, 2003. THE PHOENIX EDGE SERIES FUND By: /s/ Sue Ann Collins ------------------------------------ Name: Sue Ann Collins Title: President PHOENIX INVESTMENT COUNSEL, INC. By:/s/ Robert S. Driessen ----------------------------- Name: Robert S. Driessen Title: Vice President FEE SCHEDULE
SERIES INVESTMENT ADVISORY FEES First Next Over $250 million $250 million $500 million Phoenix-Goodwin Multi-Sector Short Term Bond Series 0.50% 0.45% 0.40%
EX-99.13.E 6 pesf_64850-ex13e.txt SECOND AMENDMENT TO FINANCIAL AGENT AGREEMENT Exhibit 13(e) Second Amendment to Financial Agent Agreement SECOND AMENDMENT TO ------------------- FINANCIAL AGENT AGREEMENT THIS AMENDMENT made effective as of the 1ST day of June, 1998 amends that certain Financial Agent Agreement dated December 11, 1996, as amended March 23, 1998, by and between Phoenix Equity Planning Corporation and The Phoenix Edge Series Fund (the "Agreement") as hereinbelow provided. WITNESSETH: WHEREAS, the parties hereto wish to amend Schedule A of the Agreement to reflect the recently approved fee structure: NOW, THEREFORE, in consideration of the foregoing premise, Schedule A is hereby replaced with the Schedule A attached hereto and made a part hereof. Except as hereinabove provided, the Agreement shall be and remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers on this 31st day of July, 1998. THE PHOENIX EDGE SERIES FUND By: /s/ Michael E. Haylon -------------------------------- Michael E. Haylon Executive Vice President PHOENIX EQUITY PLANNING CORPORATION By: /s/ Philip R. McLoughlin -------------------------------- Philip R. McLoughlin President SCHEDULE A REVISED FEE SCHEDULE Fee Information For Services as Financial Agent For its services hereunder Financial Agent shall be paid a fee equal to the sum of (1) the documented cost of fund accounting and related services provided by PFPC, Inc., as subagent, to Financial Agent, plus (2) the documented cost to Financial Agent to provide financial reporting and tax services and oversight of subagent's performance. The current PFPC fees are attached hereto and made a part hereof. PFPC FEE SCHEDULE --------------------------------------- ----------------- ASSETS UNDER MANAGEMENT FEES --------------------------------------- ----------------- $0 - $200,000,000 0.0850% --------------------------------------- ----------------- $200 - $400,000,000 0.0500% --------------------------------------- ----------------- $400 - $600,000,000 0.0300% --------------------------------------- ----------------- $600 - $800,000,000 0.0200% --------------------------------------- ----------------- $800 - $1,000,000,000 0.0150% --------------------------------------- ----------------- > $1,000,000,000 0.0125% --------------------------------------- ----------------- Minimum Fund Fee $84,000 --------------------------------------- ----------------- Additional Class $12,000 --------------------------------------- ----------------- EXISTING PORTFOLIOS: -------------------- Asset Based Fees < $50MM WAIVED Class Fees - WAIVED Minimum Fund Fees - WAIVED NEW PORTFOLIOS (FIRST YEAR): ---------------------------- Asset Based Fees < $50MM - 50% WAIVED Class Fees < $25 MM per Class - WAIVED Minimum Fund Fees - WAIVED NEW PORTFOLIOS (THERE AFTER): ----------------------------- Asset Based Fees < $50MM - 25% WAIVED Class Fees < $25 MM per Class - 50% WAIVED Minimum Fund Fees < $50 MM - 50% WAIVED Minimum Fund Fees $50-100 MM - 25% WAIVED VARIABLE UNIT INVESTMENT TRUST VALUATION AND REPORTING ------------------------------------------------------ $1,500 per Unit Investment Trust EX-99.13.F 7 pesf_64850-ex13f.txt THIRD AMENDMENT TO FINANCIAL AGENT AGREEMENT Exhibit 13(f) Third Amendment to Financial Agent Agreement THIRD AMENDMENT TO ------------------ FINANCIAL AGENT AGREEMENT THIS AMENDMENT made effective as of the 29th day of October, 2001 amends that certain Financial Agent Agreement dated December 11, 1996, as amended (collectively, the "Agreement"), by and between Phoenix Equity Planning Corporation (the "Financial Agent") and The Phoenix Edge Series Fund (the "Trust") as hereinbelow provided. WITNESSETH: WHEREAS, the parties hereto wish to amend the Agreement to reflect the existence of those series of the Trust as more particularly described in Exhibit 1 attached hereto and made a part hereof. NOW, THEREFORE, in consideration of the foregoing premise, and other good and valuable consideration, the parties hereby agree that the Agreement is hereby amended as follows: 1. All references to the Trust shall mean and refer to The Phoenix Edge Series Fund and each of the series thereof as more particularly described in Exhibit 1, as the same may be amended from time to time. 2. Except as hereinabove and hereinbefore amended, this Agreement embodies the entire agreement and understanding between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals as of the day and year first above written. The Phoenix Edge Series Fund By:/s/ Simon Y. Tan ----------------------------------- Name: Simon Y. Tan Title: President Phoenix Equity Planning Corporation By: /s/ William R. Moyer ----------------------------------- Name: William R. Moyer Title: CFO Exhibit 1 --------- SERIES OF THE PHOENIX EDGE SERIES FUND Phoenix-Aberdeen International Series Phoenix-Engemann Capital Growth Series Phoenix-Engemann Nifty Fifty Series Phoenix-Engemann Small & Mid-Cap Growth Series Phoenix-Goodwin Money Market Series Phoenix-Goodwin Multi-Sector Fixed Income Series Phoenix-Hollister Value Equity Series Phoenix-Oakhurst Balanced Series Phoenix-Oakhurst Growth and Income Series Phoenix-Oakhurst Strategic Allocation Series Phoenix-Seneca Mid-Cap Growth Series Phoenix-Seneca Strategic Theme Series - -------------------------------------------------------------------------------- Phoenix-Duff & Phelps Real Estate Securities Series - -------------------------------------------------------------------------------- Phoenix-Aberdeen New Asia Series - -------------------------------------------------------------------------------- Phoenix-AIM Mid-Cap Equity Series Phoenix-Alliance/Bernstein Growth + Value Series Phoenix-Deutsche Dow 30 Series Phoenix-Deutsche Nasdaq 100 Index(R) Series Phoenix-Federated U.S. Government Bond Series Phoenix-J.P. Morgan Research Enhanced Index Series Phoenix-Janus Core Equity Series Phoenix-Janus Flexible Income Series Phoenix-Janus Growth Series Phoenix-MFS Investors Growth Stock Series Phoenix-MFS Investors Trust Series Phoenix-MFS Value Series Phoenix Morgan Stanley Focus Equity Series Phoenix-Sanford Bernstein Global Value Series Phoenix-Sanford Bernstein Mid-Cap Value Series Phoenix-Sanford Bernstein Small Cap Value Series EX-99.13.G 8 pesf_64850-ex13g.txt FOURTH AMENDMENT TO FINANCIAL AGENT AGREEMENT Exhibit 13(g) Fourth Amendment to Financial Agent Agreement FOURTH AMENDMENT TO ------------------- FINANCIAL AGENT AGREEMENT THIS AMENDMENT made effective as of the 9th day of August, 2002 amends that certain Financial Agent Agreement dated December 11, 1996, as amended (collectively, the "Agreement"), by and between Phoenix Equity Planning Corporation (the "Financial Agent") and The Phoenix Edge Series Fund (the "Trust") as hereinbelow provided. WITNESSETH: WHEREAS, the parties hereto wish to amend the Agreement to reflect the existence of those series of the Trust as more particularly described in Exhibit 1 attached hereto and made a part hereof. NOW, THEREFORE, in consideration of the foregoing premise, and other good and valuable consideration, the parties hereby agree that the Agreement is hereby amended as follows: 3. All references to the Trust shall mean and refer to The Phoenix Edge Series Fund and each of the series thereof as more particularly described in Exhibit 1, as the same may be amended from time to time. 4. Except as hereinabove and hereinbefore amended, this Agreement embodies the entire agreement and understanding between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals as of the day and year first above written. The Phoenix Edge Series Fund By:/s/ Simon Y. Tan ----------------------------------- Name: Simon Y. Tan Title: President Phoenix Equity Planning Corporation By:/s/ William R. Moyer ----------------------------------- Name: William R. Moyer Title: Executive Vice President, Chief Financial Officer and Treasurer Exhibit 1 --------- SERIES OF THE PHOENIX EDGE SERIES FUND Phoenix-Aberdeen International Series Phoenix-Aberdeen New Asia Series Phoenix-AIM Mid-Cap Equity Series Phoenix-Alliance/Bernstein Growth + Value Series Phoenix-Deutsche Dow 30 Series Phoenix-Deutsche Nasdaq-100 Index(R) Series Phoenix-Duff & Phelps Real Estate Securities Series Phoenix-Engemann Capital Growth Series Phoenix-Engemann Small & Mid-Cap Growth Series Phoenix-Federated U.S. Government Bond Series Phoenix-Goodwin Money Market Series Phoenix-Goodwin Multi-Sector Fixed Income Series Phoenix-Hollister Value Equity Series Phoenix-J.P. Morgan Research Enhanced Index Series Phoenix-Janus Flexible Income Series Phoenix-Janus Growth Series Phoenix-Kayne Large-Cap Core Series Phoenix-Kayne Small-Cap Quality Value Series Phoenix-Lazard International Equity Select Series Phoenix-Lazard Small-Cap Value Series Phoenix-Lazard U.S. Multi-Cap Series Phoenix-Lord Abbett Bond-Debenture Series Phoenix-Lord Abbett Large-Cap Value Series Phoenix-Lord Abbett Mid-Cap Value Series Phoenix-MFS Investors Growth Stock Series Phoenix-MFS Investors Trust Series Phoenix-MFS Value Series Phoenix-Oakhurst Growth and Income Series Phoenix-Oakhurst Strategic Allocation Series Phoenix-Sanford Bernstein Global Value Series Phoenix-Sanford Bernstein Mid-Cap Value Series Phoenix-Sanford Bernstein Small-Cap Value Series Phoenix-Seneca Mid-Cap Growth Series Phoenix-Seneca Strategic Theme Series Phoenix-State Street Research Small-Cap Growth Series Phoenix-Van Kampen Focus Equity Series EX-99.13.H 9 pesf_64850-ex13h.txt FIFTH AMENDMENT TO FINANCIAL AGENT AGREEMENT Exhibit 13(h) Fifth Amendment to Financial Agent Agreement FIFTH AMENDMENT TO ------------------ FINANCIAL AGENT AGREEMENT THIS AMENDMENT, made effective as of the 1st day of January, 2003 amends that certain Financial Agent Agreement dated December 11, 1996, as amended (collectively, the "Agreement"), by and between Phoenix Equity Planning Corporation (the "Financial Agent") and The Phoenix Edge Series Fund (the "Trust") as hereinbelow provided. WITNESSETH: WHEREAS, the parties hereto wish to amend the Agreement to reflect the existence of those series of the Trust as more particularly described in Exhibit 1 attached hereto and made a part hereof; and WHEREAS, the parties hereto wish to amend the Agreement to reflect fee schedule changes associated with the Amended and Restated Sub-Administration and Accounting Services Agreement dated January 1, 2003 by and between Financial Agent and PFPC, Inc. and to clarify those services provided directly by the Financial Agent for which it shall be compensated, all as described in Schedule A of this Agreement. NOW, THEREFORE, in consideration of the foregoing premise, and other good and valuable consideration, the parties hereby agree that the Agreement is hereby amended as follows: 5. All references to the Trust shall mean and refer to The Phoenix Edge Series Fund and each of the series thereof as more particularly described in Exhibit 1, as the same may be amended from time to time. 6. Schedule A is hereby replaced with the Schedule A attached hereto and made a part hereof. 7. Except as hereinabove and hereinbefore amended, this Agreement embodies the entire agreement and understanding between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals on this 9th day of May, 2003. The Phoenix Edge Series Fund By: /s/ Sue Ann Collins ----------------------------------- Name: Sue Ann Collins Title: President Phoenix Equity Planning Corporation By: /s/ William R. Moyer ----------------------------------- Name: William R. Moyer Title: Executive Vice President, Chief Financial Officer and Treasurer SCHEDULE A ---------- REVISED PURSUANT TO AMENDMENT EFFECTIVE JANUARY 1, 2003 Revised Fee Schedule Fee Information for Services as Financial Agent For its services hereunder, Financial Agent shall be paid a fee equal to the sum of (1) the document cost of fund accounting and related services provided by PFPC, Inc., as subagent, to Financial Agent, plus (2) the document cost to Financial Agent to provide tax services and oversight of subagent's performance. The current PFPC fees are attached here to and made a part hereof. REVISED PURSUANT TO AMENDMENT EFFECTIVE JANUARY 1, 2003 PFPC FEE SCHEDULE ANNUAL COMPLEX ASSET BASED FEES: The following annual fee will be calculated based upon the Portfolios' aggregate average net assets and paid monthly:
0.065% for the first $5 billion of aggregate average net assets of the Portfolios; 0.061% for the next $5 billion of aggregate average net assets of the Portfolios; 0.055% for the next $5 billion of aggregate average net assets of the Portfolios; 0.040% for the next $5 billion of aggregate average net assets of the Portfolios; and 0.030% on the aggregate average net assets of the Portfolios in excess of $20 billion.
Services for any new mutual fund added to the Agreement during the Agreement's term will be subject to the same fee schedule. MONTHLY COMPLEX MINIMUM FEE: The following monthly complex minimum will be calculated per each Portfolio serviced: $5,833 for the first 50 Portfolios; $5,417 for the next 25 Portfolios; and $5,000 for each Portfolio over 75. OUT-OF-POCKET EXPENSES: PEPCO will reimburse PFPC for out-of-pocket expenses incurred on a Fund's behalf, including, but not limited to the following: Pricing Service: * Domestic Equity $0.14 Foreign Equity $0.55 Corporate Bond $0.40 Foreign Bond $0.55 Municipal Bond $0.60 CMO/Asset back $0.80 Broker obtained quotes $1.00 Mainframe IAS Reports Transmissions $2,000 per month Remote IAS access $1,500 per month Daily NAV distribution (approx.) $0.24 per minute (fax); $0.004 per minute (email) Federal Express charges Actual charges Record storage $6 per month *These prices will be charged at the CUSIP level and will not be charged for each holding. MISCELLANEOUS: Any fee or out-of-pocket expenses not paid within 30 days of the date of the original invoice will be charged a late payment fee of 1% per month until payment of the fees are received by PFPC. If PFPC is removed from the Amended and Restated Sub-Administration and Accounting Services Agreement other than for a material breach thereof, you shall pay any costs of time and material associated with the deconversion. EXHIBIT 1 --------- SERIES OF THE PHOENIX EDGE SERIES FUND Phoenix-Aberdeen International Series Phoenix-AIM Mid-Cap Equity Series Phoenix-Alliance/Bernstein Enhanced Index Series Phoenix-Alliance/Bernstein Growth + Value Series Phoenix-Duff & Phelps Real Estate Securities Series Phoenix-Engemann Capital Growth Series Phoenix-Engemann Small & Mid-Cap Growth Series Phoenix-Goodwin Money Market Series Phoenix-Goodwin Multi-Sector Fixed Income Series Phoenix-Goodwin Multi-Sector Short Term Bond Series Phoenix-Hollister Value Equity Series Phoenix-Janus Flexible Income Series Phoenix-Kayne Large-Cap Core Series Phoenix-Kayne Small-Cap Quality Value Series Phoenix-Lazard International Equity Select Series Phoenix-Lazard Small-Cap Value Series Phoenix-Lazard U.S. Multi-Cap Series Phoenix-Lord Abbett Bond-Debenture Series Phoenix-Lord Abbett Large-Cap Value Series Phoenix-Lord Abbett Mid-Cap Value Series Phoenix-MFS Investors Growth Stock Series Phoenix-MFS Investors Trust Series Phoenix-MFS Value Series Phoenix-Northern Dow 30 Series Phoenix-Northern Nasdaq-100 Index(R) Series Phoenix-Oakhurst Growth and Income Series Phoenix-Oakhurst Strategic Allocation Series Phoenix-Sanford Bernstein Global Value Series Phoenix-Sanford Bernstein Mid-Cap Value Series Phoenix-Sanford Bernstein Small-Cap Value Series Phoenix-Seneca Mid-Cap Growth Series Phoenix-Seneca Strategic Theme Series Phoenix-State Street Research Small-Cap Growth Series EX-99.13.I 10 pesf_64850-ex13i.txt SERVICE AGREEMENT Exhibit 13(i) Service Agreement SERVICE AGREEMENT BETWEEN THE PHOENIX EDGE SERIES FUND AND PHOENIX LIFE INSURANCE COMPANY AND PHL VARIABLE INSURANCE COMPANY AND PHOENIX LIFE AND ANNUITY COMPANY TABLE OF CONTENTS Page ---- ARTICLE 1 - TERMS OF APPOINTMENT; DUTIES OF INSURANCE COMPANY........... 4 ARTICLE 2 - ADMINISTRATIVE SERVICE FEE.................................. 5 ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF INSURANCE COMPANY......... 5 ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE FUND.................. 6 ARTICLE 5 - DATA ACCESS AND PROPRIETARY INFORMATION..................... 6 ARTICLE 6 - INDEMNIFICATION............................................. 8 ARTICLE 7 - STANDARD OF CARE............................................ 9 ARTICLE 8 - COVENANTS................................................... 9 ARTICLE 9 - EFFECTIVE DATE; TERMINATION DATE........................... 10 ARTICLE 10 - ASSIGNMENT................................................. 10 ARTICLE 11 - AMENDMENT...................................................11 ARTICLE 12 - CONNECTICUT LAW TO APPLY................................... 11 ARTICLE 13 - FORCE MAJEURE.............................................. 11 ARTICLE 14 - CONSEQUENTIAL DAMAGES...................................... 11 ARTICLE 15 - ENTIRE AGREEMENT; MERGER OF AGREEMENT.......................11 ARTICLE 16 - LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS........................................... 11 ARTICLE 17 - COUNTERPARTS............................................... 12 ARTICLE 18 - MISCELLANEOUS.............................................. 12 SERVICE AGREEMENT ----------------- AGREEMENT made as of the 1st day of January, 2003, by and among THE PHOENIX EDGE SERIES FUND, a Massachusetts business trust having a principal place of business located at 101 Munson Street, Greenfield, Massachusetts (hereinafter referred to as the "Fund"), and PHOENIX LIFE INSURANCE COMPANY, an insurance company domiciled in the State of New York and having a place of business located at One American Row, Hartford, Connecticut (hereinafter referred to as "PLIC"); PHL VARIABLE INSURANCE COMPANY, an insurance company domiciled in the State of Connecticut and having a place of business located at One American Row, Hartford, Connecticut (hereinafter referred to as "PHLVIC"); and PHOENIX LIFE AND ANNUITY COMPANY, an insurance company domiciled in the State of Connecticut and having a place of business located at One American Row, Hartford, Connecticut (hereinafter referred to as "PLAC") (for the purposes hereof, the immediately preceding insurance companies shall hereinafter be collectively referred to as the "Insurance Company"). W I T N E S S E T H: WHEREAS, the Insurance Company issues variable annuity contracts and variable life insurance policies; WHEREAS, the separate accounts of the Insurance Company that underlie said variable annuity contracts and variable life insurance policies invest in shares of the Fund; WHEREAS, the Insurance Company is presently providing certain transfer-agent and investor-servicing functions for the Fund at no cost to the Fund but has now determined that it will begin assessing fees for the transfer agent and investor servicing functions that it currently provides to the Fund; WHEREAS, the Board of Trustees of the Fund has reviewed comparable fees charged by other providers of similar transfer agent and investor services and has determined that the proposed fee to be charged by the Insurance Company is reasonable and in line with standard industry practice; WHEREAS, the Board of Trustees of the Fund has also considered that the services described below will be provided at cost to the Fund by the Insurance Company; WHEREAS, the Board of Trustees of the Fund has determined that it is in the best interest of the Fund, its shareholders and the variable annuity contract and variable life policyholders to appoint the Variable Products Operations unit of PLIC, on behalf of each Insurance Company, to provide the services described below solely with respect to shares of the Fund that are available to shareholders who own variable annuity contracts or variable life insurance policies now or hereafter issued by the Insurance Company; and WHEREAS, the parties wish to set forth herein their mutual understandings and agreements. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency whereof being hereby acknowledged and affirmed, the parties hereto agree as follows: ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF INSURANCE COMPANY ------------------------------------------------- 1.01 Subject to the terms and conditions set forth in this Agreement, the Insurance Company agrees to provide the services described herein with respect to the authorized and issued shares of beneficial interest of the Fund (hereinafter collectively and singularly referred to as "Shares"), as owned by one or more separate accounts now or hereafter established by the Insurance Company for the benefit of purchasers of variable annuities and/or variable life insurance contracts ("Shareholders") and as set out in the currently effective registration statement of the Fund (the prospectus and statement of additional information portions of such registration statement being referred to collectively as the "Prospectus"). 1.02 Insurance Company agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Fund and Insurance Company, Insurance Company shall: i) Receive and respond to Shareholder inquiries, support value, transfer and redemption requests, and receive and request subsequent deposits, upon receipt of appropriate instructions; ii) Pursuant to transfer, redemption, and subsequent deposit requests, process the appropriate transactions in the appropriate accounts for settlement with the funds and regarding redemptions, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming parties; iii) Maintain records of account for and advise the Fund and the Shareholders, as appropriate, as to the foregoing; and iv) Record the issuance of Shares and maintain, pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by the Fund. The Insurance Company shall also provide on a regular basis to the Fund the total number of Shares that are authorized, issued and outstanding. However, the Insurance Company shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (b) In addition to, and not in lieu of, the services set forth in the above paragraph (a), Insurance Company shall: (i) maintain all Shareholder accounts, prepare Shareholder meeting lists, compute withholding taxes on U.S. resident and non-resident alien accounts, prepare and file U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, prepare and mail confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, prepare and mail activity statements for Shareholders, and provide other Shareholder account information; and (ii) provide a system which will enable the Fund to monitor the total number of Shares sold in each State. (c) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Fund and Insurance Company per the attached Schedule A, if any. The Insurance Company may at times perform only a portion of these services and the Fund or its agent may perform these services on behalf of the Fund. ARTICLE 2 ADMINISTRATIVE SERVICE FEE -------------------------- 2.01 In consideration of the services provided by the Insurance Company pursuant to this Agreement, the Fund agrees to pay Insurance Company an annual Administrative Service Fee as set forth in Schedule A attached hereto and made a part hereof. Nothing herein shall preclude the assignment of all or any portion of the foregoing Administrative Service Fee to any sub-agent contracted by Insurance Company. 2.02 The Fund agrees to pay all fees and reimbursable expenses within five days following the mailing of the respective billing notice. The above fees will be charged against each Fund's custodian checking account five (5) days after the invoice is transmitted to the Fund. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF INSURANCE COMPANY --------------------------------------------------- The Insurance Company represents and warrants to the Fund that: 3.01 Each entity is an insurance company organized and existing and in good standing under the laws of their respective states of domicile. 3.02 It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement. 3.03 All requisite corporate proceedings have been undertaken to authorize it to enter into and perform this Agreement. 3.04 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 3.05 It is exempt from registration as a transfer agent company pursuant to Section 3(a)(25) of the Securities Exchange Act of 1934. 3.06 To the best of the Insurance Company's knowledge and belief, the Insurance Company has provided pertinent information relating to the cost of the services provided hereunder and has concluded, based on such information, that the fees hereunder are not in excess of the actual costs incurred by the Insurance Company in providing such services as of the date hereof and any event are not disproportionate or excessive in terms of the fees that the Fund would otherwise be obligated to pay to third parties for such services. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF FUND -------------------------------------- The Fund represents and warrants to Insurance Company that: 4.01 All trust proceedings required to enter into and perform this Agreement have been undertaken and are in full force and effect. 4.02 The Fund is an open-end, diversified management investment company registered under the Investment Company Act of 1940. 4.03 A registration statement under the Securities Act of 1933 is currently effective for the Fund that is offering its securities for sale and such registration statement will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale. ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION --------------------------------------- 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Insurance Company as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Insurance Company on data bases under the control and ownership of the Insurance Company or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Insurance Company or other third parties. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Insurance Company and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents: (a) To access Customer Data solely from locations as may be designated in writing by the Insurance Company and solely in accordance with the Insurance Company's applicable user documentation; (b) To refrain from copying or duplicating in any way the Proprietary Information; (c) To refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Insurance Company in a timely manner of such fact and dispose of such information in accordance with the Insurance Company's instructions; (d) To refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Insurance Company; (e) That the Fund shall have access only to those authorized transactions agreed upon by the parties; and (f) To honor all reasonable written requests made by the Insurance Company to protect, at the Insurance Company's expense, the rights of the Insurance Company in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall make reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement. 5.02 If the Fund notifies the Insurance Company that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Insurance Company shall endeavor in a timely manner to correct such failure. Organizations from which the Insurance Company may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Insurance Company arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE, BASIS. THE INSURANCE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Insurance Company in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Insurance Company shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Insurance Company from time to time. ARTICLE 6 INDEMNIFICATION --------------- 6.01 The Insurance Company shall not be responsible for, and the Fund shall indemnify and hold Insurance Company harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of Insurance Company or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct; (b) The negligence, willful misconduct, or lack of good faith by the Fund which arise out of the breach of any representation or warranty of the Fund hereunder; (c) The reliance on or use by the Insurance Company or its agents or subcontractors of information, records and documents which (i) are received by Insurance Company or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any previous Insurance Company or registrar. (d) The reliance on, or the carrying out by Insurance Company or its agents or subcontractors of any instructions or requests of the Fund; and (e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. 6.02 Insurance Company shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by Insurance Company, or any sub-agent, as a result of Insurance Company's, or such sub-agent's negligence, willful misconduct, or lack of good faith. 6.03 At any time the Insurance Company may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by Insurance Company under this Agreement, and Insurance Company and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Insurance Company, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Insurance Company or its agents or subcontractors by machine-readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. 6.04 In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. 6.05 Insurance Company hereby expressly acknowledges that recourse against the Fund, if any, shall be subject to those limitations provided by governing law and the Declaration of Trust of the Fund, as applicable, and agrees that obligations assumed by the Fund hereunder shall be limited in all cases to the Fund and its respective assets. Insurance Company shall not seek satisfaction of any such obligation from the Shareholders or any Shareholder of the Fund, nor shall the Insurance Company seek satisfaction of any obligations from the Trustees/Directors or any individual Trustee/Director of the Fund. ARTICLE 7 STANDARD OF CARE ---------------- 7.01 The Insurance Company shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith, or willful misconduct of that of its employees. ARTICLE 8 COVENANTS --------- 8.01 The Fund shall promptly furnish to Insurance Company the following: (a) A certified copy of the resolution of its Trustees authorizing the appointment of Insurance Company and the execution and delivery of this Agreement; and (b) A copy of the Declaration of Trust and all amendments thereto of the Fund. 8.02 The Insurance Company hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 The Insurance Company shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, Insurance Company agrees that all such records prepared or maintained by Insurance Company relating to the services to be performed by Insurance Company hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request. 8.04 The parties agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 8.05 In case of any requests or demands for the inspection of the Shareholder records, Insurance Company will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. Insurance Company reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. ARTICLE 9 TERMINATION DATE; EFFECTIVE DATE -------------------------------- 9.01 This Agreement shall become effective on the date set forth on the first page of this Agreement. Unless terminated as hereinafter provided, this Agreement shall remain in full force and effect until November 30, 2003, and thereafter only so long as its continuance has been specifically approved at least annually by the Trustees of the Fund in accordance with Section 15(a) of the Investment Company Act of 1940, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. 9.02 Notwithstanding the foregoing, this Agreement shall terminate upon the earlier of the date one hundred twenty (120) days after written notice is sent from one party to the other requesting termination of this Agreement or the date upon which any law, regulation or interpretation thereof is rendered that would have the effect of interpreting this Agreement as a joint enterprise, joint arrangement or profit-sharing plan under governing law or otherwise requiring the Insurance Company to obtain any approvals or registrations not otherwise contemplated hereunder. ARTICLE 10 ASSIGNMENT ---------- 10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by any party without the written consent of the other parties. 10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 10.03 The Insurance Company may, without further consent on the part of the Fund, subcontract for the performance hereof with one or more sub-agents; provided, however, that Insurance Company shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions. ARTICLE 11 AMENDMENT --------- 11.01 This Agreement may be amended or modified by a written agreement executed by the parties and authorized or approved by a resolution of the Trustees/Directors of the Fund. ARTICLE 12 CONNECTICUT LAW TO APPLY ------------------------ 12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Connecticut. ARTICLE 13 FORCE MAJEURE ------------- 13.01 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. ARTICLE 14 CONSEQUENTIAL DAMAGES --------------------- 14.01 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder. ARTICLE 15 ENTIRE AGREEMENT; MERGER OF AGREEMENT ------------------------------------- 15.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. 15.02 This Agreement shall not be merged with or construed in conjunction with any other current or future agreement between the Fund and Phoenix Equity Planning Corporation, each and all of which agreements shall at all times remain separate and distinct. ARTICLE 16 LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS --------------------------------------------------------- 16.01 Notice is hereby given that the Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and was executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of the Fund. ARTICLE 17 COUNTERPARTS ------------ 17.01 This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. ARTICLE 18 MISCELLANEOUS ------------- 18.01 This Agreement shall not be binding upon a party unless executed by an authorized officer of that party. This Agreement and the obligations hereunder are subject to the following conditions precedent: (a) approval by the Fund Board of Trustees at a meeting duly called and convened for such purpose; and (b) approval by, or filing with, as appropriate, all requisite regulatory authorities, including, without limitation, the Connecticut and New York insurance departments. 18.02 Except with respect to the parties to this Agreement, nothing herein contained shall be deemed to establish any rights in favor of any third parties. 18.03 No amendment to this Agreement shall be effective unless contained in a writing executed by the party against whom enforcement thereof is sought. A waiver of any specific term hereof shall not be deemed to constitute a waiver of any other term hereof, nor shall a waiver on any one or more occasions be deemed to imply or constitute a waiver of the same or any other term on any other occasion. 18.04 If any part of this Agreement shall be held to be void or otherwise unenforceable, such part shall be treated as severable, leaving valid the remainder of this Agreement in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. THE PHOENIX EDGE SERIES FUND By:/s/ Simon Y. Tan ------------------------------------ Name: Simon Y. Tan Title: President ATTEST: By: /s/ Richard J. Wirth -------------------------------- Name: Richard J. Wirth Title: Secretary PHOENIX LIFE INSURANCE COMPANY ON BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF By: /s/ Sam Sokolosky ----------------------------------- Name: Sam Sokolosky Title: Second Vice President ATTEST: By: /s/ Richard J. Wirth -------------------------------- Name: Richard J. Wirth Title: Counsel PHL VARIABLE INSURANCE COMPANY ON BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF By: /s/ Sam Sokolosky ----------------------------------- Name: Sam Sokolosky Title: Second Vice President ATTEST: By: /s/ Richard J. Wirth -------------------------------- Name: Richard J. Wirth Title: Assistant Secretary PHOENIX LIFE AND ANNUITY COMPANY ON BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF By: /s/ Sam Sokolosky ----------------------------------- Name: Sam Sokolosky Title: Second Vice President ATTEST: By: /s/ Richard J. Wirth -------------------------------- Name: Richard J. Wirth Title: Assistant Secretary SCHEDULE A ---------- FEE SCHEDULE The Administrative Service Fee will be based on the average daily net assets of the Fund, commencing on January 1, 2003 and shall be payable by the Fund within five (5) business days following the end of each month thereafter. For fiscal year 2003, the annual fee shall be 0.077%. The annual Administrative Service Fee shall be based on the following formula: ASFSeries = ICF divided by AUM where, ASFSeries refers to the annual Administrative Service Fee levied with respect to each respective Series, AUM refers to the average assets under management during the term hereof. ICF refers to the internal costs factor determined from year to year based upon such items as proportionate investor inquiry support; shareholder trading; subsequent deposits; transfer and surrender support; confirmation activities; quarterly statement processing; and internal support. EX-99.13.I.1 11 pesf_64850-ex13i1.txt FIRST AMENDMENT TO SERVICE AGREEMENT Exhibit 13(i)(1) First Amendment to Service Agreement FIRST AMENDMENT TO SERVICE AGREEMENT BETWEEN THE PHOENIX EDGE SERIES FUND AND PHL VARIABLE INSURANCE COMPANY AND PHOENIX LIFE AND ANNUITY COMPANY FIRST AMENDMENT TO SERVICE AGREEMENT ------------------------------------ THIS AMENDMENT made as of the 11th of November, 2003 amends that certain AGREEMENT (the "Agreement") dated January 1, 2003, by and among THE PHOENIX EDGE SERIES FUND, a Massachusetts business trust having a principal place of business located at 101 Munson Street, Greenfield, Massachusetts, and PHOENIX LIFE INSURANCE COMPANY, an insurance company domiciled in the State of New York and having a place of business located at One American Row, Hartford, Connecticut; PHL VARIABLE INSURANCE COMPANY, an insurance company domiciled in the State of Connecticut and having a place of business located at One American Row, Hartford, Connecticut; and PHOENIX LIFE AND ANNUITY COMPANY, an insurance company domiciled in the State of Connecticut and having a place of business located at One American Row, Hartford, Connecticut as follows: 1. Schedule A is hereby deleted and Revised Schedule A attached hereto and made part hereof is substituted in lieu thereof. 2. Except as hereinabove modified, all other terms and conditions set forth in the Agreement shall be, and remain, in full force and effect. IN WITNESS WHEREOF, the parties hereto have cause this First Amendment to be executed in their name and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. THE PHOENIX EDGE SERIES FUND By: /s/ Philip R. McLoughlin ------------------------------------ Name: Philip R. McLoughlin Title: President ATTEST: By: /s/ Richard J. Wirth --------------------- Name: Richard J. Wirth Title: Secretary PHOENIX LIFE INSURANCE COMPANY ON BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF By: /s/ Gary Tebbetts ------------------------------------ Name: Gary Tebbetts Title: President ATTEST: By: /s/ Richard J. Wirth --------------------- Name: Richard J. Wirth Title: Secretary PHL VARIABLE INSURANCE COMPANY ON BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF By: /s/ Gary Tebbetts ------------------------------------ Name: Gary Tebbetts Title: President ATTEST: By: /s/ Richard J. Wirth --------------------- Name: Richard J. Wirth Title: Secretary PHL VARIABLE INSURANCE COMPANY ON BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF By: /s/ Gary Tebbetts ------------------------------------ Name: Gary Tebbetts Title: President ATTEST: By: /s/ Richard J. Wirth --------------------- Name: Richard J. Wirth Title: Secretary REVISED SCHEDULE A (AS AMENDED NOVEMBER 2003) --------------------------------------------- FEE SCHEDULE The Administrative Service Fee will be based on the average daily net assets of the Fund, commencing on January 1, 2004 and shall be payable by the Fund within five (5) business days following the end of each month thereafter. For fiscal year 2004, the annual fee shall be 0.80%. The annual Administrative Service Fee shall be based on the following formula: ASFSeries = ICF divided by AUM where, ASFSeries refers to the annual Administrative Service Fee levied with respect to each respective Series, AUM refers to the average assets under management during the term hereof. ICF refers to the internal costs factor determined from year to year based upon such items as proportionate investor inquiry support; shareholder trading; subsequent deposits; transfer and surrender support; confirmation activities; quarterly statement processing; and internal support. EX-99.13.J 12 pesf_64850-ex13j.txt CODE OF ETHICS Exhibit 13(j) Code of Ethics Amended and Restated (Effective 01/01/04) CODE OF ETHICS AMENDED AND RESTATED PURSUANT TO RULE 17j-1 OF 1940 ACT THE PHOENIX EDGE SERIES FUND PHOENIX VARIABLE ADVISORS, INC. This Code of Ethics applies to The Phoenix Edge Series Fund ("PESF" or the "Fund") and to Phoenix Variable Advisors, Inc. ("PVA") (an "Adviser"), in the capacity as investment adviser to the Fund and as registered investment adviser (the Fund and the Adviser are referred to as the "Companies," and each, a "Company"), and to their Access Persons as defined below. Access Persons of Phoenix Investment Counsel, Inc., Duff & Phelps Investment Management Company, Roger Engemann & Associates, Inc., and Seneca Capital Management LLC, all of which are investment advisers and subadvisers to the Fund that are affiliated with PVA by virtue of their being under common control, are governed by a separate Code of Ethics (the "Phoenix Code") which has been adopted by each of those entities. Access Persons of the investment advisers and subadvisers to the Fund that are not affiliated with PVA (the "Unaffiliated Adviser") are governed by the Code of Ethics of the respective Unaffiliated Adviser. NOTWITHSTANDING THE ABOVE, THE PROHIBITIONS IN SECTION 2 BELOW ARE IMPOSED BY RULE 17j-1, AND APPLY TO ALL AFFILIATED PERSONS OF THE FUND AND ITS INVESTMENT ADVISERS AND SUBADVISERS, WHETHER OR NOT THEY ARE GOVERNED BY THIS CODE OF ETHICS. 1. STATEMENT OF ETHICAL PRINCIPLES ------------------------------- The Companies hold their employees to a high standard of integrity and business practices. In serving their respective shareholders and clients, the Companies strive to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of their employees and the Fund's securities transactions. While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, the Companies recognize that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the Fund, if they were to trade in securities eligible for investment by the Fund. In view of the foregoing and of the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), each Company has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures. When Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Code's specific provisions: (a) At all times, the interests of Fund shareholders must be paramount; (b) Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and (c) No inappropriate advantage should be taken of any position of trust and responsibility. 2. UNLAWFUL ACTIONS ---------------- It is unlawful for any affiliated person of the Fund or any of its investment advisers, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund: (a) to employ any device, scheme or artifice to defraud the Fund; (b) to make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading; (c) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or (d) to engage in any manipulative practice with respect to the Fund. 3. DEFINITIONS ----------- (a) "Access Person" means any (i) director, trustee, officer, or general partner of the Fund or an Adviser; (ii) any temporary or permanent employee of the Fund or an Adviser (or of any company in a control relationship to the Fund or an Adviser), who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (iii) any natural person in a control relationship to the Fund or an Adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund. The Compliance Officer of the Fund shall maintain a list of the Fund's Access Persons. (b) "Affiliated person" has the same meaning as in Section 2(a)(3) of the 1940 Act. (c) "Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder. A copy of Rule 16a-1(a)(2) is attached to this Code of Ethics. Generally, beneficial ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect "pecuniary interest" in the security. For the purposes hereof, (i) "Pecuniary interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. (ii) "Indirect pecuniary interest" includes, but is not limited to: (a) securities held by members of the person's "immediate family" (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted); (b) a general partner's proportionate interest in portfolio securities held by a general or limited partnership; (c) a person's right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person's interest in securities held by a trust; (e) a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule --- 16a-1(a)(2)). (d) "Compliance officer" refers to the Fund's Compliance Officer or any person designated by the Fund to perform compliance functions. (e) "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act, as amended. (f) "Covered Security" means all securities except securities that are direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies, and shares issued by open-end mutual funds. (g) "Disinterested Trustee" means a Trustee of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. (h) "Fund" means PESF. It also includes each and every investment company, or series thereof, or other client account managed by PVA or PAIA, individually and collectively. (i) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. (j) "Investment Personnel" of the Fund or an Adviser means: (i) any employee of the Fund or Adviser (or of any company in a control relationship to the Fund or Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; and (ii) any natural person who controls the Fund or an Adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund. Investment Personnel includes any Portfolio Manager or other investment person, such as an analyst or trader, who provides information and advice to a Portfolio Manager or assists in the execution of the investment decisions. (k) "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505, or Rule 506 thereunder. (l) "Managed Portfolio" shall mean those Funds, individually and collectively, for which the Portfolio Manager makes buy and sell decisions. For PESF and other registered investment companies operating as series companies, Managed Portfolio shall include only the series for which the Portfolio Manager serves as Portfolio Manager. (m) "Portfolio Manager" means the person entrusted to make or participate in the making of the buy and sell decisions for a Fund, or series thereof. (n) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security. (o) "Security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act, as amended. (p) "Security Held or to be Acquired" by a Fund means: (i) any Covered Security which, within the most recent 15 days: (A) is or has been held by the Fund; or (B) is being or has been considered by the Fund or any of its investment advisers for purchase by the Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (p)(i) of this Section. A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the Investment Personnel making the recommendation, when such person seriously considers making such a recommendation. 4. EXEMPTED TRANSACTIONS --------------------- The preclearance prohibitions of Section 5 of this Code, except for paragraphs (a) and (b) of Section 5 relating to IPOs and Limited Offerings, shall not apply to: (a) Purchases or sales effected in any account over which the Investment Personnel has no direct or indirect influence or control in the reasonable estimation of the Compliance Officer. (b) Purchases or sales of securities: (i) not eligible for purchase or sale by the Fund; or (ii) specified from time to time by the Trustees, subject to such rules, if any, as the Trustees shall specify. (c) Purchases or sales which are non-volitional on the part of either the Investment Personnel or the Fund. (d) Purchases of shares necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and subsequent sales of such securities. (e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. 5. PROHIBITED ACTIVITIES --------------------- (a) IPO Rule: No Investment Personnel may directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering (including IPOs offered through the Internet), except with the prior written approval of the Compliance Officer of the Fund. (b) Limited Offering Rule: No Investment Personnel may directly or indirectly acquire beneficial ownership in any securities in a Limited Offering except with the prior written approval of the Compliance Officer of the Fund. Any such approved purchase should be disclosed to the Fund if that issuer's securities are being considered for purchase or sale by the Fund, and the Fund's decision to purchase or sell should be subject to independent review by Investment Personnel with no interest in the issuer. (c) The Compliance Officer will make a record of any decision, and the reasons supporting the decision, to grant approval for transactions in IPOs and Limited Offerings, and will maintain these records for at least five years after the end of the fiscal year in which the approval is granted. (d) Preclearance Rule: No Investment Personnel may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security unless such transaction has been precleared by the Compliance Officer of the Fund. Preclearance is valid through the business day next following the day preclearance is given. (e) The Compliance Officer will monitor investment activity by the Investment Personnel involving the precleared transaction. NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE RULE, EVEN IF THE TRANSACTION IS NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF HE OR SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL BE FINAL. (f) Open Order Rule: No Investment Personnel may directly or indirectly acquire or dispose of beneficial ownership in any Covered Security on a day during which a Fund has a pending "buy" or "sell" order for that security of the same type (i.e., buy or sell) as the proposed personal trade, until the Fund's order is executed or withdrawn. Exceptions: The following securities transactions are exempt from the Open Order Rule: 1. Purchases or sales of up to 500 shares of an issuer ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale and/or securities with a market capitalization over $10 billion as of the most recent fiscal quarter. The Compliance Officer of the Fund shall make available an updated list of such issuers quarterly. 2. Purchases or sales approved by the Compliance Officer of the Fund in his/her discretion. ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS SECTION 5(f) MUST BE DISGORGED AT THE REQUEST OF THE FUND. (g) Blackout Rule: No Portfolio Manager may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security within seven calendar days before and after a Managed Portfolio trades in that Security. Transactions permitted under the Blackout Rule must also satisfy the Open Order Rule and the Preclearance Rule, if and to the extent the transaction is not covered by exceptions to those rules. ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE IN VIOLATION OF THIS SECTION 5(g) MUST BE DISGORGED AT THE REQUEST OF THE FUND. (h) Ban on Short-term Trading Profits. No Investment Personnel may profit in the purchase and sale, or sale and purchase, any of the same (or equivalent) securities within 60 calendar days. (i) Gifts. No Access Person shall annually accept any gift or other item of more than $100 in value from any person or entity that does business with or on behalf of the Fund. (j) Service as Director. No Investment Personnel shall serve on the board of directors of a publicly traded company without prior authorization by the President or the Compliance Officer of the Fund. If board service is authorized, such Investment Personnel shall have no role in making investment decisions with respect to the publicly traded company. (k) No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is managed by such Adviser/Subadvisor or any affiliated adviser or subadvisor. For the purposes of the foregoing, "market timing" shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through asset allocation programs, automatic reinvestment programs, 401(k) and similar retirement accounts and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction. (l) No Advisory Person shall divulge or act upon any material, non-public information, as such term is defined under relevant securities laws. 6. REPORTING AND COMPLIANCE PROCEDURES ----------------------------------- (a) All Access Persons (other than Disinterested Trustees) shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal securities trade and a copy of each periodic account statement to the Fund's Compliance Officer. (b) Every Access Person shall report to the Fund the information described in Section 6(c) of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Covered Security, provided that (i) a Disinterested Trustee of the Fund need not report a transaction in a security unless the Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Fund Trustee, should have known that during the 15-day period immediately before or after the Trustee's transaction in a Covered Security, the Fund purchased or sold the Covered Security or the Fund or any of its investment advisers or subadvisers considered purchasing or selling the Covered Security, and (ii) An Access Person need not make a quarterly report under this Section 6(b) if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund's Compliance Officer under Section 6(a) with respect to the Access Person in the time period required by Section 6(c), if all of the information required in Section 6(c) is contained in those confirmations and statements. (c) Every report required pursuant to Section 6(b) above shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information: (i) with respect to any transaction during the quarter in a Covered Security in which the Access Person had or acquired any direct or indirect beneficial ownership: (A) The date of the transaction, the title and the number of shares, the maturity date, the interest rate and the principal amount of each Covered Security involved; (B) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); (C) The price of the Covered Security at which the transaction was effected; (D) The name of the broker, dealer or bank with or through whom the transaction was effected; and (E) The date of approval of the transaction and the person who approved it as required by Section 5(a), (b), or (d) above. (ii) with respect to any amount established by the Access Person in which Securities were held during the quarter for the direct or indirect benefit of the Access Person: (A) The name of the broker, dealer, or bank with whom the Access Person established the account; (B) The date the account was established; and (iii) the date the report is submitted by the Access Person. (d) No later than 10 days after becoming an Access Person, and annually thereafter on or before January 30 of each year, each Access Person (other than Disinterested Trustees) must submit to the Compliance Officer a report of his or her personal securities holdings (the "Initial Holdings Report" and the "Annual Holdings Report", respectively), which must include the following information (the Applicable Date for the Initial Holdings Report is the date the person became an Access Person; the Applicable Date for the Annual Holdings Report must be a date no earlier than December 31 of the prior year): (i) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date. (ii) The name of any broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the Applicable Date. (iii) The date the report is submitted by the Access Person. (e) Each Access Person shall submit annually to the Compliance Officer a certification by the Access Person that he or she has read and understood the Code of Ethics, has complied with the Code's requirements, and has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code's requirements. The certification will be submitted to the Compliance Officer by January 30 of each year. (f) Any report made under this Section 5 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates. (g)(i) The Compliance Officer shall furnish to the Fund's Board of Trustees annually, and the Board will consider, a written report that (A) Summarizes the current procedures under the Code of Ethics; (B) Describes any issues arising from the Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and (C) Certifies that the Fund or the Adviser, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. (ii) The Compliance Officer shall obtain from each investment adviser and subadviser to the Fund whose Access Persons are governed by its own Code of Ethics, a written report including the information and certification required in (B) and (C) above with respect to that Code. (iii) The Board will consider all of these reports. (h) Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Fund's Compliance Officer. (i) An Access Person need not make reports under this Section 6 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control. (j) The Compliance Officer will review all reports and other information submitted under this Section 6. This review will include such comparisons with trading records of the Fund as are necessary or appropriate to determine whether there have been any violations of the Code. (k) The Compliance Officer will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations. The Compliance Officer shall promptly notify any Access Person when any report has not been filed on a timely basis. 7. SANCTIONS --------- Upon discovering a violation of this Code, the Board of Trustees of the Fund may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate. 8. EXCEPTIONS ---------- The Compliance Officer, in consultation with counsel, may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided, however, that no exception will be granted where the exceptions would result in a violation of Rule 17j-1. To the extent any such exception relates to an Access Person of a Fund, the exception will be reported to the Fund's Board at its next regularly scheduled meeting. 9. OTHER CODES OF ETHICS --------------------- This Code of Ethics does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby. EX-99.13.K 13 pesf_64850-ex13k.txt CODE OF ETHICS Exhibit 13(k) Code of Ethics Amended and Restated (Effective 01/01/04) AMENDED AND RESTATED CODE OF ETHICS PHOENIX FUNDS PHOENIX-DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS PHOENIX-ABERDEEN SERIES FUND PHOENIX-ENGEMANN FUNDS PHOENIX-ZWEIG FUNDS 1. Statement of Ethical Principles ------------------------------- These principles apply to all Access Persons of each Phoenix advisory and broker-dealer subsidiary in their management and administration of the Phoenix Family of Funds (Phoenix Funds). Phoenix Investment Counsel, Inc., Duff & Phelps Investment Management Co, Phoenix-Aberdeen International Advisors, LLC, Roger Engemann & Associates, Inc., Seneca Capital Management LLC, Phoenix/Zweig Advisers LLC, Phoenix Equity Planning Corporation, and PXP Securities Corporation are related subsidiaries, which currently provide services to the Phoenix Funds and certain subaccounts of the Phoenix Edge Series Fund. To the extent necessary, each subsidiary may impose further limitations on personal trading subject to notifying Counsel and the Compliance Officer of the Phoenix Funds. When Fund Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Code's specific provisions: A. At all times, the interests of Fund shareholders must be paramount; B. Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and C. No inappropriate advantage should be taken of any position of trust and responsibility. 2. Definitions ----------- A. "Fund" means each and every investment company, or series thereof, or other institutional account managed by the Adviser, individually and collectively. B. "Access Person" means any Trustee, officer, general partner, or Advisory Person of the Fund or its adviser. Disinterested Trustees are considered to be Non-Access Persons and are not subject to the personal securities trading and reporting requirements set forth under the code. The Compliance Department shall maintain a list of the Fund's Access Persons. C. "Advisory Person" means (i) any employee of the Fund or of any company in a control relationship to the Fund, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of securities by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase of sale of securities by the Fund. This grouping customarily includes the Portfolio Manager and other investment personnel comprising an investment team, such as an analyst or trader, who provide information and advice that enter into the investment decision to buy or sell a security on behalf of the Fund. D. A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the Advisory Person making the recommendation, when such person seriously considers making such a recommendation. E. "Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. F. "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act, as amended. G. "Disinterested Trustee" means a Trustee of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, as amended. H. "Initial Public Offering" means a public sale of an issue not previously offered to the public. I. "Managed Fund" shall mean those Funds, individually and collectively, for which the Portfolio Manager makes buy and sell decisions. J. "Portfolio Manager" means the person (or one of the persons) entrusted with the day-to-day management of the Fund's portfolio. K. "Private Placement" shall have the same meaning as that set forth in Section 4(2) of the Securities Exchange Act. L. "Purchase or sale of a security" includes inter alia, the writing of an option or the purchase or sale of a security that is exchangeable for or convertible into, a security that is held or to be acquired by a Fund. M. "Security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act, as amended, except that it shall not include securities issued by the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies. 3. Exempted Transactions --------------------- The prohibitions of Section 4 of this Code shall not apply to: A. Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control in the reasonable estimation of the Compliance Officer. B. Purchases or sales of securities (1) not eligible for purchase or sale by the Fund; or (2) specified from time to time by the Trustees, subject to such rules, if any, as the Trustees shall specify. C. Purchases or sales which are non-volitional on the part of either the Access Person or the Fund. D. Purchases of shares necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and subsequent sales of such securities. E. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. F. Purchase or sale of securities issued under an employee stock purchase or incentive program unless otherwise restricted. 4. Prohibited Activities --------------------- A. IPO Rule: No Access Person may purchase securities in an Initial Public Offering, except with the prior approval of the Compliance Department. This rule also applies to IPO's offered through the Internet. B. Private Placement Rule: No Access Person may purchase securities in a Private Placement unless the Compliance Department has approved such purchase. Any such approved purchase should be disclosed to the Fund if that issuer's securities are being considered for purchase or sale by the Fund. C. Preclearance Rule: No Access Person may purchase or sell a security unless the Compliance Department has precleared such purchase or sale. Preclearance is required prior to executing a trade through a personal Internet brokerage account. Preclearance is required for ALL transactions in options, puts, calls and well-known stock indices (e.g. the S&P 500). Preclearance is valid through the business day next following the day preclearance is given. Exceptions: The following securities transactions do not require preclearance. These exceptions do not apply to transactions in options: 1. Purchases or sales of up to 500 shares of securities of issuers ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale. The Compliance Department maintains this list on the Intranet web site and updates it after the end of each quarter. 2. Purchase orders sent directly to the issuer via mail (other than in connection with a Private Placement) or sales of such securities which are redeemed directly by the issuer via mail. NOTE: THE COMPLIANCE DEPARTMENT MAY DENY APPROVAL OF ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF IT IS BELIEVED THAT DENYING PRECLEARANCE IS NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL BE FINAL. D. Open Order Rule: No Access Person may purchase or sell, directly or indirectly, any security in which he has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, when a Fund has a pending "buy" or "sell" order for that security of the same type (i.e. buy or sell) as the proposed personal trade, until the Fund's order is executed or withdrawn. Exceptions: The following securities transactions are exempt from the Open Order Rule: 1. Purchases or sales of up to 500 shares of securities of issuers in the S&P 500 at the time of the transaction. 2. Purchases or sales approved by the Compliance Department in his/her discretion. Any profits realized on a personal trade in violation of this Section 4D must be disgorged. E. Blackout Rule: If a Portfolio Manager's Managed Fund holds a security that is the subject of a proposed personal trade by that Portfolio Manager, the Portfolio Manager is prohibited from buying or selling such security within 7 calendar days before and after the Managed Fund trades in such security. Exceptions: The following securities transactions are exempt from the Blackout Rule: 1. Purchases or sales of up to 500 shares of securities of issuers in the S&P 500 at the time of the transaction. 2. Purchases or sales approved by the Compliance Department in his/her discretion. ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED. F. Holding Period Rule: Access Persons must hold each Security, for a period of not less than sixty (60) days, whether or not the purchase of such Security was an exempt transaction under any other provision of Section 4. ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS POLICY MUST BE DISGORGED. G. No Access Person shall annually accept any gift or other item of more than $100 in value from any person or entity that does business with or on behalf of the Fund. H. No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization from Counsel or the Compliance Officer of the Fund. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company. I. NO PORTFOLIO MANAGER SHALL ENGAGE IN EXCESSIVE TRADING OR MARKET TIMING ACTIVITIES WITH RESPECT TO ANY MUTUAL FUND WHETHER OR NOT SUCH MUTUAL FUND IS MANAGED BY SUCH ADVISER/SUBADVISOR OR ANY AFFILIATED ADVISER/SUBADVISOR. FOR THE PURPOSES OF THE FOREGOING, "MARKET TIMING" SHALL BE DEFINED AS A PURCHASE AND REDEMPTION, REGARDLESS OF SIZE, IN AND OUT OF THE SAME MUTUAL FUND WITHIN ANY SIXTY (60) DAY PERIOD. THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO PORTFOLIO MANAGERS INVESTING IN MONEY MARKET FUNDS OR CERTAIN OTHER FUNDS DESIGNED TO PERMIT SHORT TERM INVESTMENT, NOR SHALL THE RESTRICTIONS APPLY TO PORTFOLIO MANAGERS INVESTING IN MUTUAL FUNDS THROUGH ASSET ALLOCATION PROGRAMS, AUTOMATIC REINVESTMENT PROGRAMS, 401(k) AND SIMILAR RETIREMENT ACCOUNTS AND ANY OTHER NON-VOLITIONAL INVESTMENT VEHICLES. PORTFOLIO MANAGERS SHALL PROVIDE QUARTERLY CERTIFICATIONS AS TO THEIR COMPLIANCE WITH THIS RESTRICTION. J. NO ADVISORY PERSON SHALL DIVULGE OR ACT UPON ANY MATERIAL, NON-PUBLIC INFORMATION, AS SUCH TERM IS DEFINED UNDER RELEVANT SECURITIES LAWS. 5. Compliance Procedures --------------------- A. All Access Persons shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal securities trade and a copy of each periodic account statement to the Compliance Department. B. Every Access Person shall report to the Fund the information described in Section 5D of this Code with respect to transactions in any security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security; provided, however, that an Access Person shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence. C. A Disinterested Trustee of the Fund need only report a transaction in a security if such Trustee, at the time of that transaction knew or, in the ordinary course of fulfilling his official duties as a Trustee of the Fund, should have known that, (1) during the 15-day period immediately preceding or after the date of the transaction by the Trustee, such security was purchased or sold by the Fund or (2) such security was being considered for purchase or sale by the Fund. D. Every report required pursuant to Section 5B above shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information: (i) The date of the transaction, the title and the number of shares, and the principal amount of each security involved; (ii) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); (iii) The price at which the transaction was effected; (iv) The name of the broker, dealer or bank with or through whom the transaction was effected; and (v) The date of approval of the transaction and the person who approved it as required by Section 4B or C above. E. Each Access Person shall submit a report listing all personal securities holdings to the Compliance Department upon the commencement of service and annually thereafter. The annual report shall be as of December 31 and include a certification by the Access Person that he or she has read and understood the Code of Ethics and has complied with the Code's requirements. The annual report and certification will be submitted to the Compliance Department by January 30. This requirement does not apply to a Disinterested Trustee. F. Any report made under this Section 5 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates. G. The Compliance Officer shall submit an annual report to the Fund's Board of Trustees that summarizes the current Code of Ethics procedures, identifies any violations requiring significant remedial action, and recommends appropriate changes to the Code, if any. H. Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Compliance Department. 6. Sanctions --------- Upon discovering a violation of this Code, the Board of Trustees of the Fund, in addition to any remedial action already taken by the respective adviser or related entity, may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate. EX-99.14 14 pesf_64850-ex14.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 14 Consent of PricewaterhouseCoopers LLP CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Proxy/Prospectus Statement and Statement of Additional Information constituting parts of this Registration Statement on Form N-14 (the "Registration Statement") of our report dated February 14, 2003, relating to the financial statements and financial highlights of The Phoenix Edge Fund appearing in the December 31, 2002 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. 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, 2003. PricewaterhouseCoopers LLP Boston, Massachusetts January 14, 2004 EX-99.16 15 pesf_64850-ex16.txt POWER OF ATTORNEY Exhibit 16 Power of Attorney DELEGATION AND POWER OF ATTORNEY -------------------------------- THE PHOENIX EDGE SERIES FUND Each of the undersigned, being a member of the Board of Trustees of The Phoenix Edge Series Fund, does hereby declare, delegate and certify as follows: 1. Pursuant to Section 2.2 of that certain Agreement and Declaration of Trust dated February 19, 1986, as amended, establishing The Big Edge Series Fund, now known as The Phoenix Edge Series Fund, the undersigned hereby appoint Philip R. McLoughlin, Tracy L. Rich, Carole A. Masters and/or Richard J. Wirth, his/her respective agents as the undersigneds' attorney-in-fact, to execute any and all instruments including specifically but without limitation amendments to said trust instrument and appointments of trustee(s), provided that such action as evidenced by such instrument shall have been adopted by requisite vote of the Trustees and, where necessary, the Shareholders of such funds, such vote or votes to be conclusively presumed by the execution of such instrument by such attorney-in-fact. 2. The undersigned, hereby further declare that a photostatic, xerographic or other similar copy of this original instrument shall be effective as the original, and that, as to any such amendment of any of the aforementioned trust agreements or declarations, such copy shall be filed with such instrument of amendment in the records of the Office of the Secretary of the Commonwealth of Massachusetts. This instrument shall not be affected by our subsequent disability or incompetence. IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of Attorney this 2nd day of January, 2004. /s/ Frank M. Ellmer /s/ John A. Fabian - ----------------------------------- ----------------------------------- Frank M. Ellmer, Trustee John A. Fabian, Trustee /s/ Roger A. Gelfenbien /s/ Michael J. Gilotti - ----------------------------------- ----------------------------------- Roger A. Gelfenbien, Trustee Michael J. Gilotti, Trustee /s/ Eunice S. Groark /s/ Frank E. Grzelecki - ----------------------------------- ----------------------------------- Eunice S. Groark, Trustee Frank E. Grzelecki, Trustee /s/ John R. Mallin /s/ Philip R. McLoughlin - ----------------------------------- ----------------------------------- John R. Mallin, Trustee Philip R. McLoughlin, Trustee POWER OF ATTORNEY ----------------- The undersigned, being all of the Trustees of The Phoenix Edge Series Fund (the "Fund"), do hereby constitute and appoint each of Philip R. McLoughlin, Tracy L. Rich, Carole A. Masters, and Richard J. Wirth as our true and lawful attorneys and agents, and each of them, with full power to act without the others, is hereby authorized, empowered and directed to take all action necessary, on behalf of The Phoenix Edge Series Fund, in the capacity indicated below, in order to comply with the Securities Act of 1933, the Investment Company Act of 1940 and any other applicable federal laws, including the filing of registration statements, any amendments to registration statements and undertakings, any applications for exemptions from the Investment Company Act of 1940, any filings with any state agency with respect to the Funds' Declaration of Trust, and any or all amendments to the foregoing as such attorneys and agents shall deem necessary or appropriate. The undersigned each hereby ratifies and confirms our respective signature as it may be signed by said attorneys and agents. This instrument shall not be affected by our subsequent disability or incompetence. We hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original thereof. We hereby further revoke any and all powers of attorney previously given by us with respect to said Fund, provided that this revocation shall not affect the exercise of such power prior to the date hereof. WITNESS our hand and seal on the date set forth below. Date: January 2, 2004 /s/ Frank M. Ellmer /s/ John A. Fabian - ----------------------------------- ----------------------------------- Frank M. Ellmer, Trustee John A. Fabian, Trustee /s/ Roger A. Gelfenbien /s/ Michael J. Gilotti - ----------------------------------- ----------------------------------- Roger A. Gelfenbien, Trustee Michael J. Gilotti, Trustee /s/ Eunice S. Groark /s/ Frank E. Grzelecki - ----------------------------------- ----------------------------------- Eunice S. Groark, Trustee Frank E. Grzelecki, Trustee /s/ John R. Mallin /s/ Philip R. McLoughlin - ----------------------------------- ----------------------------------- John R. Mallin, Trustee Philip R. McLoughlin, Trustee EX-99.17.A 16 pesf_64850-ex17a.txt FORM OF VOTING INSTRUCTIONS AND PROXY CARD Exhibit 17(a) Form of Voting Instructions Card and Proxy Card for Phoenix-Janus Flexible Income Series Voting Instructions Card Instructions of Policyholder/Contractowner for Voting Shares of The Phoenix Edge Series Fund These proposals are discussed in detail in the attached Proxy Statement. The Board of Trustees of the Fund is soliciting the enclosed proxy. As a convenience, you can now vote in any one of four ways: o Through the Internet at [ ]; o By telephone, with a toll-free call to the Fund's proxy tabulator, at [ ]; o By mail, using the enclosed Voting Instructions Card(s) and postage paid envelope; or o In person at the Special Meeting. We encourage you to vote by Internet or telephone, using the control number that appears at left. These voting methods will reduce the time and costs associated with this proxy solicitation. Whichever method you choose please read the enclosed proxy statement before you vote. PLEASE RESPOND - IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY. YOUR VOTE IS IMPORTANT. The undersigned, being the owner of a variable life insurance policy ("Policyholder") or variable annuity contract ("Contractowner") issued by Phoenix Life Insurance Company and its subsidiaries (together "Phoenix"), hereby instructs Phoenix to cause the shares of Phoenix-Janus Flexible Series, a series of The Phoenix Edge Series Fund ("Fund"), allocable to ("Policyholder") or Contractowner's account identified on this Voting Instructions Card, to be voted at the Special Meeting of Shareholders of the Fund to be held on March 17, 2004 at One American Row, Hartford, Connecticut, and at any and all adjournments or postponements thereof, in the manner directed below with respect to the matters described in the notice and accompanying Proxy Statement for said meeting which have been received by the undersigned. THE PROXY FOR WHICH VOTING INSTRUCTIONS ARE BEING REQUESTED IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND WHO RECOMMEND A VOTE "FOR" EACH OF THE PROPOSALS. The voting instruction will be voted as marked. IF NOT MARKED, THIS VOTING INSTRUCTION WILL BE VOTED FOR THE PROPOSAL. If you do not vote or this voting instruction is not returned properly executed, your votes will be cast by Phoenix on behalf of the pertinent separate account in the same proportion as it votes shares held by that separate account for which it has received instructions. Please fill in box(es) as shown using black or blue ink or number 2 pencil. Please do not use fine point pens. [x] NAME OF SERIES: [ ] --------------------------
FOR AGAINST ABSTAIN Proposal 1: - ----------- REORGANIZATION OF FUND [ ] [ ] [ ] TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION, DATED MARCH 17, 2004, AND THE TRANSACTIONS IT CONTEMPLATES, INCLUDING (a) THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE PHOENIX-JANUS FLEXIBLE INCOME SERIES TO PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES, ANOTHER SERIES OF THE PHOENIX EDGE SERIES FUND, IN EXCHANGE SOLELY FOR SHARES OF THE PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES AND THE ASSUMPTION BY THE PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES OF ALL KNOWN LIABILITIES OF THE PHOENIX-JANUS FLEXIBLE INCOME SERIES AND (b) THE DISTRIBUTION OF THE SHARES OF THE PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES SO RECEIVED TO SHAREHOLDERS OF THE PHOENIX-JANUS FLEXIBLE INCOME SERIES IN COMPLETE LIQUIDATION OF THE PHOENIX-JANUS FLEXIBLE INCOME SERIES.
Proposal 2: - ----------- TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY PROPERLY [ ] [ ] [ ] COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THE VOTING INSTRUCTIONS CARD PROMPTLY USING THE ENCLOSED ENVELOPE. - ------------------------------------ ------------------------------------ Signature of Participant Date Signature of Joint Owner(s) Date PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED IN MORE THAN ONE NAME, ALL PARTICIPANTS SHOULD SIGN THIS VOTING INSTRUCTION; BUT IF ONE PARTICIPANT SIGNS, THIS SIGNATURE BINDS THE OTHER PARTICIPANT(S). WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON. THE PHOENIX EDGE SERIES FUND These proposals are discussed in detail in the attached Proxy Statement. The Board of Trustees of the Fund is soliciting the enclosed proxy. As a convenience, you can now vote in any one of four ways: o Through the Internet at [] o By telephone, with a toll-free call to the Fund's proxy tabulator, at [ ]; o By mail, using the enclosed Voting Instructions Card(s) and postage paid envelope; or o In person at the Special Meeting. We encourage you to vote by Internet or telephone, using the control number that appears at left. These voting methods will reduce the time and costs associated with this proxy solicitation. Whichever method you choose please read the enclosed proxy statement before you vote. PLEASE RESPOND - IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY. YOUR VOTE IS IMPORTANT. The undersigned shareholder of Phoenix-Janus Flexible Income Series, a series of The Phoenix Edge Series Fund (the "Fund') hereby appoints Richard J. Wirth and Philip R. McLoughlin and any and each of them, proxies of the undersigned, with power of substitution to each, for and in the name of the undersigned to vote and act upon all matters (unless and except as expressly limited below) at the Special Meeting of Shareholders of the Fund to be held on March 17, 2004 at One American Row, Hartford, Connecticut, notice of which meeting and the Proxy Statement accompanying the same have been received by the undersigned, or at any and all adjournments or postponements thereof, with respect to all shares of the Fund for which the undersigned is entitled to vote or with respect to which the undersigned would be entitled to vote or act, with all the powers the undersigned would possess if personally present voting with respect to the specific matters set forth below. Any proxies heretofore given by the undersigned with respect to said meeting are hereby revoked. THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES WHO RECOMMEND A VOTE "FOR" EACH OF THE PROPOSALS. SPECIFY DESIRED ACTION BY CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH SPECIFICATION, THE PERSONS NAMED AS PROXIES HAVE DISCRETIONARY AUTHORITY, WHICH THEY INTEND TO EXERCISE BY VOTING SHARES REPRESENTED BY THIS PROXY IN FAVOR OF EACH OF THE PROPOSALS. Please fill in box(es) as shown using black or blue ink or number 2 pencil. Please do not use fine point pens. [x] NAME OF SERIES: [ ] --------------------------
FOR AGAINST ABSTAIN Proposal 1: - ----------- REORGANIZATION OF FUND [ ] [ ] [ ] TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION, DATED MARCH 17, 2004, AND THE TRANSACTIONS IT CONTEMPLATES, INCLUDING (a) THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE PHOENIX-JANUS FLEXIBLE INCOME SERIES TO PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES, ANOTHER SERIES OF THE PHOENIX EDGE SERIES FUND, IN EXCHANGE SOLELY FOR SHARES OF THE PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES AND THE ASSUMPTION BY THE PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES OF ALL KNOWN LIABILITIES OF THE PHOENIX-JANUS FLEXIBLE INCOME SERIES AND (b) THE DISTRIBUTION OF THE SHARES OF THE PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES SO RECEIVED TO SHAREHOLDERS OF THE PHOENIX-JANUS FLEXIBLE INCOME SERIES IN COMPLETE LIQUIDATION OF THE PHOENIX-JANUS FLEXIBLE INCOME SERIES.
Proposal 2: - ----------- TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY PROPERLY [ ] [ ] [ ] COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. - ------------------------------------ ------------------------------------ Signature of Participant Date Signature of Joint Owner(s) Date PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. CORPORATE PROXIES SHOULD BE SIGNED BY AN AUTHORIZED OFFICER. -----END PRIVACY-ENHANCED MESSAGE-----