UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-08245
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Phoenix Equity Series Fund
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(Exact name of registrant as specified in charter)
56 Prospect Street
Hartford, CT 06115
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(Address of principal executive offices) (Zip code)
PFPC Inc.
301 Bellevue Parkway
Wilmington, DE 19809
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(Name and address of agent for service)
Registrant's telephone number, including area code: 302-791-3197
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Date of fiscal year end: August 31, 2003
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Date of reporting period: August 31, 2003
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Annual Report
AUGUST 31, 2003
(LOGO)
OAKHURST(R)
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Phoenix-Oakhurst Growth & Income Fund
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COMMITTED TO INVESTOR SUCCESS(SM)
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MESSAGE FROM THE CHAIRMAN
DEAR SHAREHOLDER:
[PHOTO OF PHILIP R. MCLOUGHLIN OMITTED]
I hope you'll take time to review the activities and performance included
in this annual report for the Phoenix Equity Series Fund. On May 21, 2003, the
Board of Trustees of the Phoenix Equity Series Fund voted to close the
Phoenix-Duff & Phelps Core Equity Fund. This Fund closed on June 27, 2003. After
considering the small size, limited potential for new sales and the expense of
maintaining this fund, the Board determined that liquidation was in the best
interest of shareholders.
With this writing, we are witnessing new signs of life in the equity
markets, and I am encouraged that we may be moving toward a more rewarding
period. Now is an opportune time for you to review your investments with your
financial adviser to be sure your portfolio is best positioned to achieve
long-term success.
Keep in mind that finding the best balance of performance and protection
requires discipline and diversification. 1 Your investment in Phoenix-Oakhurst
Growth & Income Fund may help you in this effort. To learn more about your
investments and investing, visit PhoenixInvestments.com.
Sincerely,
/s/ PHILIP R. MCLOUGHLIN
Philip R. McLoughlin
Chairman, Phoenix Funds
AUGUST 31, 2003
1 DIVERSIFICATION DOES NOT GUARANTEE AGAINST A LOSS, AND THERE IS NO GUARANTEE
THAT A DIVERSIFIED PORTFOLIO WILL OUTPERFORM A NON-DIVERSIFIED PORTFOLIO.
- --------------------------------------------------------------------------------
Mutual funds are not insured by the FDIC; are not deposits or other obligations
of a bank and are not guaranteed by a bank; and are subject to investment risks,
including possible loss of the principal invested.
- --------------------------------------------------------------------------------
1
PHOENIX-OAKHURST GROWTH & INCOME FUND
A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM, STEVE COLTON AND DONG
ZHANG
Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
A: The Phoenix-Oakhurst Growth & Income Fund seeks dividend growth, current
income and capital appreciation.
Q: HOW DID THE FUND PERFORM OVER THE PAST 12 MONTHS ENDED AUGUST 31, 2003?
A: For the fiscal year ended August 31, 2003, Class A shares rose 9.21%, Class B
shares rose 8.38%, and Class C shares were up 8.48%. For the same period, the
broad-based S&P 500(R) Index 1 rose 12.09%. All performance figures assume
reinvestment of distributions and exclude the effect of sales charges. Past
performance is not a guarantee of future performance.
Q: HOW WOULD YOU DESCRIBE THE MARKET ENVIRONMENT OVER THE LAST 12 MONTHS?
A: The equity market was extremely volatile. It hit sharply depressed levels in
October and again in March, before rebounding sharply from April through August.
The rebound was driven by improved economic data. Strong advances were reported
for retail sales, factory orders, productivity, personal spending and consumer
confidence. There was also a much-needed pickup in business spending on
equipment and software. As a result, there was a significant gain in corporate
profits. The Fed lowered interest rates in order to reduce the risk of the
economy losing strength. The Federal Open Market Committee lowered the Fed Funds
rate twice to a 45-year low of 1%. This spurred a mortgage refinancing boom and
record home sales.
Also helping the economy and stock market was the passage of President
Bush's tax bill, which reduced the tax rate on corporate dividends and capital
gains.
Energy prices were persistently high during the year due to the war with
Iraq, a record cold winter on the East Coast and an oil strike in Venezuela.
In terms of equity market performance, small cap stocks outperformed large
cap issues and the best sector performance was in Technology and Consumer
Cyclical.
Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING THIS 12-MONTH PERIOD?
A: The Fund had positive performance for the year, but lagged the benchmark S&P
500(R) Index for a variety of reasons. As the economic cycle turned, stocks in
the technology, consumer cyclical and industrial sectors were in demand.
Companies in these sectors move in advance of realized profits. Our investment
approach focuses on actual profitability. This had the portfolio over-exposed to
stocks in the Consumer Non-Cyclical sector. These companies reported great
earnings, but were not rewarded by rising share prices because they are not as
sensitive to changes in the economic cycle. For example, our Procter & Gamble
position rose only 0.19% even though it beat earnings expectations in each
quarter and reported strong sales growth. The portfolio was also hurt by
positions in Sara Lee and ConAgra, which were subject to an SEC investigation
involving falsely reported supplier rebates to
1 THE S&P 500(R) INDEX MEASURES TOTAL-RETURN STOCK MARKET PERFORMANCE. THE INDEX
IS UNMANAGED AND NOT AVAILABLE FOR DIRECT INVESTMENT.
2
Phoenix-Oakhurst Growth & Income Fund (continued)
U.S. Foodservice. Our position in Eastman Kodak negatively impacted the fund as
a switch to digital cameras, slow tourism and the SARS scare in Asia hurt film
sales.
The portfolio did have several success stories. Our position in PMC-Sierra
stock rose 137.9% on strong sales of communications semiconductors. St. Jude
Medical shares were up 30.2% within the portfolio. The company experienced
strong demand for its cardiac defibrillators and pacemakers. Our position in
Mylan Labs rose 68.2%. The generic drug maker received several FDA approvals to
manufacture generic versions of brand-name drugs, including Mirtazapine to treat
depressive disorder. As a result, several brokerage firms issued positive
research reports and buy recommendations over the fiscal year.
Q: WHAT IS YOUR CURRENT OUTLOOK FOR THE NEAR TERM?
A: Economic growth is forecast to increase 4.2% in 2004 from 2.4% in 2003.
Growth should be driven by low interest rates, tax relief, corporate
profitability, inventory building, capital spending and rising employment. This
should motivate the Federal Open Market Committee to begin raising short-term
interest rates from their current 45-year low levels. These factors should bode
well for corporate earnings and the stock market.
Risks to our forecast would include a spike upward in inflation, an
increase in terrorist events, and a collapse in the dollar due to high budget
and trade deficits. The current valuation of the stock market is also high and
we need to see corporate earnings forecasts go higher before we can experience a
meaningful improvement in stock prices.
SEPTEMBER 2003
THE PRECEDING INFORMATION IS THE OPINION OF FUND MANAGEMENT. PAST PERFORMANCE IS
NO GUARANTEE OF FUTURE RESULTS, AND THERE IS NO GUARANTEE THAT MARKET FORECASTS
DISCUSSED WILL BE REALIZED.
3
Phoenix-Oakhurst Growth & Income Fund
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AVERAGE ANNUAL TOTAL RETURNS 1 PERIODS ENDING 8/31/03
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INCEPTION INCEPTION
1 YEAR 5 YEARS TO 8/31/03 DATE
------ ------- ---------- ---------
Class A Shares at NAV 2 9.21% 2.96% 3.40% 9/25/97
Class A Shares at POP 3 2.93 1.75 2.37 9/25/97
Class B Shares at NAV 2 8.38 2.20 2.62 9/25/97
Class B Shares with CDSC 4 4.38 2.20 2.62 9/25/97
Class C Shares at NAV 2 8.48 2.20 2.63 9/25/97
Class C Shares with CDSC 4 8.48 2.20 2.63 9/25/97
S&P 500(R) Index 6 12.09 2.50 2.59 9/25/97
1 Total returns are historical and include changes in share price and the
reinvestment of both dividends and capital gains distributions.
2 "NAV" (Net Asset Value) total returns do not include the effect of any sales
charge.
3 "POP" (Public Offering Price) total returns include the effect of the maximum
front-end 5.75% sales charge.
4 CDSC (contingent deferred sales charge) is applied to redemptions of certain
classes of shares that do not have a sales charge applied at the time of
purchase. CDSC charges for B shares decline from 5% to 0% over a five year
period. CDSC charges for C shares are 1% in the first year and 0% thereafter.
5 This chart illustrates POP returns on Class A shares and CDSC returns for
Class B and Class C shares since inception.
6 The S&P 500(R) Index is a measure of stock market total return performance.
The index's performance does not reflect sales charges.
All returns represent past performance which may not be indicative of future
performance. The investment return and principal value of an investment will
fluctuate so that an investor's shares, when redeemed, may be worth more or
less than their original cost.
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GROWTH OF $10,000 PERIODS ENDING 8/31
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS:
Phoenix-Oakhurst Phoenix-Oakhurst Phoenix-Oakhurst
Growth & Income Growth & Income Growth & Income S&P 500(R)
Fund Class A 5 Fund Class B 5 Fund Class C 5 Index 6
9/24/97 $9,425.00 $10,000.00 $10,000.00 $10,000.00
8/31/98 9,933.37 10,458.70 10,466.63 10,283.19
8/31/99 13,977.92 14,612.40 14,609.36 14,384.09
8/31/00 16,330.47 16,948.84 16,955.56 16,741.49
8/31/01 12,889.92 13,270.10 13,277.59 12,657.91
8/30/02 10,525.16 10,759.54 10,757.30 10,379.66
8/29/03 11,494.32 11,661.29 11,669.11 11,634.79
This Growth of $10,000 chart assumes an initial investment of $10,000 made on
9/25/97 (inception of the Fund) in Class A, Class B and Class C shares. The
total return for Class A shares reflects the maximum sales charge of 5.75% on
the initial investment. The total return for Class B shares reflects the CDSC
charges which decline from 5% to 0% over a five year period. The total return
for Class C shares reflects the CDSC charges which are 1% in the first year and
0% thereafter. Performance assumes dividends and capital gains are reinvested.
------------------------------
SECTOR WEIGHTINGS 8/31/03
------------------------------
As a percentage of equity holdings
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS:
Financials 23%
Information Technology 19
Health Care 13
Consumer Discretionary 10
Consumer Staples 8
Industrials 8
Energy 7
Other 12
4
Phoenix-Oakhurst Growth & Income Fund
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TEN LARGEST HOLDINGS AT AUGUST 31, 2003 (AS A PERCENTAGE OF TOTAL NET ASSETS)
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1. Microsoft Corp. 3.6%
2. Exxon Mobil Corp. 3.1%
3. Intel Corp. 3.1%
4. Bank of America Corp. 2.6%
5. Procter & Gamble Co. (The) 2.5%
6. Pfizer, Inc. 2.5%
7. Citigroup, Inc. 2.5%
8. Cisco Systems, Inc. 2.1%
9. U.S. Bancorp 1.7%
10. Johnson & Johnson 1.6%
INVESTMENTS AT AUGUST 31, 2003
SHARES VALUE
------- ------------
COMMON STOCKS--98.9%
AEROSPACE & DEFENSE--1.3%
Lockheed Martin Corp. ....................... 19,800 $ 1,014,354
United Technologies Corp. ................... 29,200 2,343,300
------------
3,357,654
------------
AGRICULTURAL PRODUCTS--0.2%
Fresh Del Monte Produce, Inc. ............... 14,100 391,275
AIRLINES--0.3%
ExpressJet Holdings, Inc.(b) ................ 50,600 685,630
APPAREL RETAIL--0.6%
Gap, Inc. (The) ............................. 77,100 1,610,619
APPAREL, ACCESSORIES & LUXURY GOODS--0.7%
Claiborne (Liz), Inc. ....................... 25,500 878,985
V. F. Corp. ................................. 24,300 974,430
------------
1,853,415
------------
APPLICATION SOFTWARE--0.2%
Intuit, Inc.(b) ............................. 13,100 593,692
AUTO PARTS & EQUIPMENT--0.3%
Lear Corp.(b) ............................... 12,400 688,820
AUTOMOBILE MANUFACTURERS--0.6%
Ford Motor Co. .............................. 98,900 1,143,284
General Motors Corp. ........................ 7,100 291,810
------------
1,435,094
------------
BIOTECHNOLOGY--0.2%
Amgen, Inc.(b) .............................. 5,400 355,860
Invitrogen Corp.(b) ......................... 2,300 132,641
------------
488,501
------------
BROADCASTING & CABLE TV--0.2%
PanAmSat Corp.(b) ........................... 28,600 452,166
SHARES VALUE
------- ------------
BUILDING PRODUCTS--0.2%
Lennox International, Inc. .................. 31,000 $ 500,960
CASINOS & GAMING--0.2%
GTECH Holdings Corp. ........................ 13,200 559,416
COMMUNICATIONS EQUIPMENT--3.1%
Andrew Corp.(b) ............................. 39,400 487,772
Cisco Systems, Inc.(b) ...................... 277,900 5,321,785
Emulex Corp.(b) ............................. 19,000 459,990
QUALCOMM, Inc. .............................. 35,600 1,469,568
Tekelec(b) .................................. 16,100 281,428
------------
8,020,543
------------
COMPUTER & ELECTRONICS RETAIL--0.3%
RadioShack Corp. ............................ 28,800 875,520
COMPUTER HARDWARE--3.8%
Dell, Inc.(b) ............................... 81,000 2,643,030
Hewlett-Packard Co. ......................... 140,400 2,796,768
International Business Machines Corp. ....... 50,600 4,149,706
------------
9,589,504
------------
COMPUTER STORAGE & PERIPHERALS--0.7%
EMC Corp.(b) ................................ 76,400 974,100
Lexmark International, Inc.(b) .............. 6,200 415,648
Storage Technology Corp.(b) ................. 16,900 432,809
------------
1,822,557
------------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--0.5%
Deere & Co. ................................. 13,700 774,187
PACCAR, Inc. ................................ 7,300 621,960
------------
1,396,147
------------
CONSUMER FINANCE--1.9%
American Express Co. ........................ 58,800 2,648,940
MBNA Corp. .................................. 99,300 2,317,662
------------
4,966,602
------------
See Notes to Financial Statements
5
Phoenix-Oakhurst Growth & Income Fund
SHARES VALUE
------- ------------
DATA PROCESSING & OUTSOURCED SERVICES--0.3%
Computer Sciences Corp.(b) .................. 7,100 $ 302,247
First Data Corp. ............................ 14,100 541,440
------------
843,687
------------
DEPARTMENT STORES--0.5%
Federated Department Stores, Inc. ........... 31,400 1,372,180
DIVERSIFIED BANKS--6.7%
Bank of America Corp. ....................... 83,300 6,601,525
Bank One Corp. .............................. 40,200 1,586,694
FleetBoston Financial Corp. ................. 37,500 1,109,625
U.S. Bancorp ................................ 184,700 4,414,330
Wachovia Corp. .............................. 82,100 3,460,515
------------
17,172,689
------------
DIVERSIFIED CAPITAL MARKETS--1.6%
J.P. Morgan Chase & Co. ..................... 118,800 4,065,336
DIVERSIFIED COMMERCIAL SERVICES--0.8%
Block (H&R), Inc. ........................... 20,800 917,280
Cendant Corp.(b) ............................ 28,700 516,026
Viad Corp. .................................. 24,200 577,896
------------
2,011,202
------------
ELECTRIC UTILITIES--3.2%
American Electric Power Co., Inc. ........... 40,800 1,155,048
Entergy Corp. ............................... 41,800 2,192,410
Exelon Corp. ................................ 35,900 2,114,510
Great Plains Energy, Inc. ................... 53,400 1,546,464
PPL Corp. ................................... 26,700 1,059,189
------------
8,067,621
------------
ELECTRICAL COMPONENTS & EQUIPMENT--0.1%
Rockwell Automation, Inc. ................... 10,800 293,976
ELECTRONIC EQUIPMENT MANUFACTURERS--0.6%
PerkinElmer, Inc. ........................... 31,300 517,702
Thermo Electron Corp.(b) .................... 32,200 733,838
Waters Corp.(b) ............................. 8,300 253,150
------------
1,504,690
------------
FERTILIZERS & AGRICULTURAL CHEMICALS--0.2%
Monsanto Co. ................................ 21,200 545,052
FOOD RETAIL--0.1%
Winn-Dixie Stores, Inc. ..................... 38,200 383,910
FOOTWEAR--0.2%
Wolverine World Wide, Inc. .................. 21,000 422,100
SHARES VALUE
------- ------------
GAS UTILITIES--0.8%
AGL Resources, Inc. ......................... 11,700 $ 325,611
Nicor, Inc. ................................. 3,700 125,763
NiSource, Inc. .............................. 79,000 1,527,860
------------
1,979,234
------------
HEALTH CARE DISTRIBUTORS--0.4%
McKesson Corp. .............................. 33,400 1,093,516
HEALTH CARE EQUIPMENT--0.9%
Bard (C.R.), Inc. ........................... 10,300 690,100
Becton, Dickinson and Co. ................... 20,900 763,686
Guidant Corp. ............................... 19,400 973,880
------------
2,427,666
------------
HEALTH CARE SERVICES--0.1%
IMS Health, Inc. ............................ 6,600 128,502
Medco Health Solutions, Inc.(b) ............. 1 14
------------
128,516
------------
HEALTH CARE SUPPLIES--0.3%
Bausch & Lomb, Inc. ......................... 17,200 725,152
HOME IMPROVEMENT RETAIL--0.7%
Home Depot, Inc. (The) ...................... 19,300 620,688
Sherwin-Williams Co. (The) .................. 37,900 1,140,032
------------
1,760,720
------------
HOUSEHOLD APPLIANCES--0.4%
Black & Decker Corp. ........................ 21,200 906,936
HOUSEHOLD PRODUCTS--3.9%
Clorox Co. (The) ............................ 47,700 2,043,945
Dial Corp. (The) ............................ 27,000 547,290
Energizer Holdings, Inc.(b) ................. 24,700 908,466
Procter & Gamble Co. (The) .................. 74,400 6,494,376
------------
9,994,077
------------
HOUSEWARES & SPECIALTIES--0.5%
Fortune Brands, Inc. ........................ 21,600 1,218,240
HYPERMARKETS & SUPER CENTERS--1.3%
Wal-Mart Stores, Inc. ....................... 58,000 3,431,860
INDUSTRIAL CONGLOMERATES--2.2%
3M Co. ...................................... 11,000 1,567,170
General Electric Co. ........................ 115,800 3,424,206
Tyco International Ltd. ..................... 30,000 617,400
------------
5,608,776
------------
See Notes to Financial Statements
6
Phoenix-Oakhurst Growth & Income Fund
SHARES VALUE
------- ------------
INDUSTRIAL MACHINERY--2.3%
Briggs & Stratton Corp. ..................... 30,500 $ 1,793,400
Eaton Corp. ................................. 15,000 1,404,600
Ingersoll-Rand Co. Class A .................. 45,800 2,726,016
------------
5,924,016
------------
INSURANCE BROKERS--0.5%
Aon Corp. ................................... 20,000 444,000
Marsh & McLennan Cos., Inc. ................. 15,500 775,000
------------
1,219,000
------------
INTEGRATED OIL & GAS--6.5%
Amerada Hess Corp. .......................... 24,800 1,169,320
ChevronTexaco Corp. ......................... 54,300 3,956,841
Exxon Mobil Corp. ........................... 211,800 7,984,860
Occidental Petroleum Corp. .................. 105,900 3,635,547
------------
16,746,568
------------
INTEGRATED TELECOMMUNICATION SERVICES--6.4%
ALLTEL Corp. ................................ 17,300 792,340
AT&T Corp. .................................. 36,400 811,720
AT&T Wireless Services, Inc.(b) ............. 105,400 908,548
BellSouth Corp. ............................. 109,500 2,759,400
Commonwealth Telephone Enterprises, Inc.(b) . 19,900 785,254
SBC Communications, Inc. .................... 162,200 3,647,878
Sprint Corp. (FON Group) .................... 179,700 2,654,169
Verizon Communications, Inc. ................ 116,100 4,100,652
------------
16,459,961
------------
INTERNET SOFTWARE & SERVICES--0.6%
DoubleClick, Inc.(b) ........................ 38,200 430,514
VeriSign, Inc.(b) ........................... 65,900 986,523
------------
1,417,037
------------
INVESTMENT BANKING & BROKERAGE--2.9%
Bear Stearns Cos., Inc. (The) ............... 7,200 503,856
Goldman Sachs Group, Inc. (The) ............. 3,700 327,413
Lehman Brothers Holdings, Inc. .............. 16,500 1,084,545
Merrill Lynch & Co., Inc. ................... 56,900 3,060,082
Morgan Stanley .............................. 52,100 2,541,959
------------
7,517,855
------------
LEISURE PRODUCTS--0.6%
Hasbro, Inc. ................................ 16,000 296,000
Mattel, Inc. ................................ 65,400 1,263,528
------------
1,559,528
------------
SHARES VALUE
------- ------------
LIFE & HEALTH INSURANCE--1.3%
AFLAC, Inc. ................................. 10,300 $ 329,703
Lincoln National Corp. ...................... 10,300 364,826
MetLife, Inc. ............................... 90,300 2,566,326
------------
3,260,855
------------
MANAGED HEALTH CARE--2.1%
Aetna, Inc. ................................. 16,300 929,100
Oxford Health Plans, Inc.(b) ................ 8,600 311,750
UnitedHealth Group, Inc. .................... 55,800 2,758,194
WellPoint Health Networks, Inc.(b) .......... 18,700 1,458,600
------------
5,457,644
------------
MARINE--0.1%
Alexander & Baldwin, Inc. ................... 4,500 131,760
MOVIES & ENTERTAINMENT--2.1%
AOL Time Warner, Inc.(b) .................... 167,100 2,733,756
Fox Entertainment Group, Inc. Class A(b) .... 10,600 334,748
Viacom, Inc. Class B ........................ 53,300 2,398,500
------------
5,467,004
------------
OIL & GAS DRILLING--0.1%
Transocean, Inc.(b) ......................... 6,200 130,944
OIL & GAS EQUIPMENT & SERVICES--0.2%
Schlumberger Ltd. ........................... 8,400 415,884
OIL & GAS EXPLORATION & PRODUCTION--0.3%
Apache Corp. ................................ 10,500 724,290
OTHER DIVERSIFIED FINANCIAL SERVICES--2.8%
Citigroup, Inc. ............................. 145,200 6,294,420
Principal Financial Group, Inc. ............. 23,500 739,310
------------
7,033,730
------------
PACKAGED FOODS & MEATS--1.6%
ConAgra Foods, Inc. ......................... 71,500 1,573,000
Kellogg Co. ................................. 66,000 2,212,980
Sara Lee Corp. .............................. 13,400 254,332
------------
4,040,312
------------
PHARMACEUTICALS--9.1%
Abbott Laboratories ......................... 42,900 1,728,870
Bristol-Myers Squibb Co. .................... 110,900 2,813,533
Johnson & Johnson ........................... 84,600 4,194,468
Merck & Co., Inc. ........................... 77,500 3,899,800
Mylan Laboratories, Inc. .................... 70,000 2,548,000
Pfizer, Inc. ................................ 216,700 6,483,664
Wyeth ....................................... 36,600 1,568,310
------------
23,236,645
------------
See Notes to Financial Statements
7
Phoenix-Oakhurst Growth & Income Fund
SHARES VALUE
------- ------------
PHOTOGRAPHIC PRODUCTS--0.8%
Eastman Kodak Co. ........................... 69,300 $ 1,932,777
PROPERTY & CASUALTY INSURANCE--2.3%
Allstate Corp. (The) ........................ 98,300 3,514,225
AMBAC Financial Group, Inc. ................. 20,000 1,298,400
Old Republic International Corp. ............ 28,700 964,033
------------
5,776,658
------------
PUBLISHING & PRINTING--0.4%
McGraw-Hill Cos., Inc. (The) ................ 18,800 1,146,800
REGIONAL BANKS--1.4%
First Tennessee National Corp. .............. 38,800 1,604,380
Hibernia Corp. Class A ...................... 32,800 680,600
UnionBanCal Corp. ........................... 25,900 1,216,005
------------
3,500,985
------------
REITS--0.9%
Capital Automotive REIT ..................... 8,700 248,559
Cresent Real Estate Equities Co. ............ 8,600 124,786
iStar Financial, Inc. ....................... 19,000 696,540
Simon Property Group, Inc. .................. 30,800 1,315,468
------------
2,385,353
------------
SEMICONDUCTORS--4.6%
GlobespanVirata, Inc.(b) .................... 186,600 1,420,026
Intel Corp. ................................. 276,200 7,904,844
LSI Logic Corp.(b) .......................... 28,200 325,428
PMC-Sierra, Inc.(b) ......................... 21,500 306,590
Texas Instruments, Inc. ..................... 80,800 1,927,080
------------
11,883,968
------------
SPECIALTY CHEMICALS--0.6%
Lubrizol Corp. .............................. 21,300 724,200
MacDermid, Inc. ............................. 11,000 314,490
RPM International, Inc. ..................... 39,400 537,416
------------
1,576,106
------------
SPECIALTY STORES--0.6%
Blockbuster, Inc. Class A ................... 46,000 942,540
Claire's Stores, Inc. ....................... 16,200 559,710
------------
1,502,250
------------
SHARES VALUE
------- ------------
SYSTEMS SOFTWARE--4.9%
BMC Software, Inc.(b) ....................... 17,300 $ 253,964
Microsoft Corp. ............................. 349,600 9,271,392
Oracle Corp.(b) ............................. 145,700 1,862,046
VERITAS Software Corp.(b) ................... 31,600 1,089,568
------------
12,476,970
------------
TECHNOLOGY DISTRIBUTORS--0.2%
Avnet, Inc.(b) .............................. 22,000 397,100
THRIFTS & MORTGAGE FINANCE--0.6%
Fannie Mae .................................. 8,000 518,320
Freddie Mac ................................. 14,400 765,360
Washington Mutual, Inc. ..................... 8,400 327,432
------------
1,611,112
------------
TOBACCO--0.9%
Altria Group, Inc. .......................... 58,300 2,403,126
WIRELESS TELECOMMUNICATION SERVICES--0.1%
Nextel Communications, Inc. Class A(b) ...... 14,800 285,344
- ----------------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $222,947,067) 252,866,833
- ----------------------------------------------------------------------------
FOREIGN COMMON STOCKS--0.3%
AUTO PARTS & EQUIPMENT--0.2%
Autoliv, Inc. (Sweden) ...................... 17,000 513,570
REINSURANCE--0.1%
RenaissanceRe Holdings Ltd. (Bermuda) ....... 9,200 384,560
- ----------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $902,050) 898,130
- ----------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--99.2%
(IDENTIFIED COST $223,849,117) 253,764,963
- ----------------------------------------------------------------------------
See Notes to Financial Statements
8
Phoenix-Oakhurst Growth & Income Fund
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ------ ------------
SHORT-TERM OBLIGATIONS--0.8%
FEDERAL AGENCY SECURITIES--0.5%
FHLB 1.02%, 9/3/03 ..................... $1,150 $ 1,149,989
COMMERCIAL PAPER--0.3%
UBS Finance Delaware LLC 1.09%, 9/2/03 . A-1+ 430 429,961
ABSC Capital Corp. 1.11%, 9/4/03 ....... A-1 450 449,930
------------
879,891
------------
- ----------------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $2,029,880) 2,029,880
- ----------------------------------------------------------------------------
TOTAL INVESTMENTS--100.0%
(IDENTIFIED COST $225,878,997) 255,794,843(a)
Other assets and liabilities, net--0.0% (108,524)
------------
NET ASSETS--100.0% $255,686,319
============
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $41,775,822 and gross
depreciation of $15,556,024 for federal income tax purposes. At August 31,
2003, the aggregate cost of securities for federal income tax purposes was
$229,575,045.
(b) Non-income producing.
See Notes to Financial Statements
9
Phoenix-Oakhurst Growth & Income Fund
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2003
ASSETS
Investment securities at value
(Identified cost $225,878,997) $255,794,843
Cash 1,152,730
Receivables
Fund shares sold 499,841
Dividends and interest 442,301
Receivable from adviser 128
Prepaid expenses 6,505
------------
Total assets 257,896,348
------------
LIABILITIES
Payables
Investment securities purchased 1,149,837
Fund shares repurchased 596,367
Transfer agent fee 147,361
Distribution and service fees 132,299
Investment advisory fee 114,637
Financial agent fee 17,003
Trustees' fee 1,598
Accrued expenses 50,927
------------
Total liabilities 2,210,029
------------
NET ASSETS $255,686,319
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $321,426,961
Undistributed net investment income 1,199,216
Accumulated net realized loss (96,855,704)
Net unrealized appreciation 29,915,846
------------
NET ASSETS $255,686,319
============
CLASS A
Shares of beneficial interest outstanding, no par value
unlimited authorization (Net Assets $131,169,093) 11,060,193
Net asset value per share $11.86
Offering price per share $11.86/(1-5.75%) $12.58
CLASS B
Shares of beneficial interest outstanding, no par value
unlimited authorization (Net Assets $72,051,194) 6,331,123
Net asset value and offering price per share $11.38
CLASS C
Shares of beneficial interest outstanding, no par value
unlimited authorization (Net Assets $52,466,032) 4,608,613
Net asset value and offering price per share $11.38
STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 2003
INVESTMENT INCOME
Dividends $ 5,363,501
Interest 19,814
Foreign taxes withheld (16,708)
-----------
Total investment income 5,366,607
-----------
EXPENSES
Investment advisory fee 1,939,471
Service fees, Class A 334,790
Distribution and service fees, Class B 718,052
Distribution and service fees, Class C 528,749
Financial agent fee 209,325
Transfer agent 718,626
Printing 53,868
Custodian 46,908
Registration 41,767
Professional 31,562
Trustees 27,991
Miscellaneous 29,209
-----------
Total expenses 4,680,318
Less expenses borne by investment adviser (512,900)
Custodian fees paid indirectly (27)
-----------
Net expenses 4,167,391
-----------
NET INVESTMENT INCOME 1,199,216
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities (34,375,102)
Net change in unrealized appreciation (depreciation) on
investments 50,731,384
-----------
NET GAIN ON INVESTMENTS 16,356,282
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $17,555,498
===========
See Notes to Financial Statements
10
Phoenix-Oakhurst Growth & Income Fund
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
8/31/03 8/31/02
------------ -------------
FROM OPERATIONS
Net investment income (loss) $ 1,199,216 $ (68,451)
Net realized gain (loss) (34,375,102) (42,980,036)
Net change in unrealized appreciation (depreciation) 50,731,384 (33,890,868)
------------ -------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 17,555,498 (76,939,355)
------------ -------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (2,568,062 and 3,972,380 shares, respectively) 27,375,673 50,675,581
Cost of shares repurchased (6,871,113 and 7,068,304 shares, respectively) (71,849,116) (89,372,954)
------------ -------------
Total (44,473,443) (38,697,373)
------------ -------------
CLASS B
Proceeds from sales of shares (508,062 and 875,069 shares, respectively) 5,267,068 10,943,135
Cost of shares repurchased (1,894,644 and 2,154,339 shares, respectively) (19,325,039) (25,495,780)
------------ -------------
Total (14,057,971) (14,552,645)
------------ -------------
CLASS C
Proceeds from sales of shares (587,338 and 1,062,175 shares, respectively) 6,011,541 13,237,101
Cost of shares repurchased (1,807,167 and 1,877,177 shares, respectively) (18,315,329) (22,170,494)
------------ -------------
Total (12,303,788) (8,933,393)
------------ -------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (70,835,202) (62,183,411)
------------ -------------
NET INCREASE (DECREASE) IN NET ASSETS (53,279,704) (139,122,766)
NET ASSETS
Beginning of period 308,966,023 448,088,789
------------ -------------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $1,199,216
AND $0, RESPECTIVELY] $255,686,319 $ 308,966,023
============ =============
See Notes to Financial Statements
11
Phoenix-Oakhurst Growth & Income Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS A
-----------------------------------------------------------
YEAR ENDED AUGUST 31
-----------------------------------------------------------
2003 2002 2001 2000 1999
Net asset value, beginning of period $10.86 $13.30 $16.85 $14.61 $10.47
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.09 0.04 0.02 0.02 0.06
Net realized and unrealized gain (loss) 0.91 (2.48) (3.57) 2.42 4.19
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.00 (2.44) (3.55) 2.44 4.25
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- (0.02) (0.02)
Distributions from net realized gains -- -- -- (0.18) (0.09)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- -- -- (0.20) (0.11)
------ ------ ------ ------ ------
Change in net asset value 1.00 (2.44) (3.55) 2.24 4.14
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.86 $10.86 $13.30 $16.85 $14.61
====== ====== ====== ====== ======
Total return(2) 9.21% (18.35)% (21.07)% 16.83% 40.72%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $131,169 $166,772 $245,471 $294,416 $209,210
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) 1.25%(5) 1.25 %(5) 1.25 % 1.25% 1.22%(5)
Net investment income 0.82% 0.33 % 0.16 % 0.13% 0.43%
Portfolio turnover 59% 40 % 34 % 55% 71%
CLASS B
-----------------------------------------------------------
YEAR ENDED AUGUST 31
-----------------------------------------------------------
2003 2002 2001 2000 1999
Net asset value, beginning of period $10.50 $12.95 $16.54 $14.43 $10.40
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.01 (0.05) (0.09) (0.10) (0.04)
Net realized and unrealized gain (loss) 0.87 (2.40) (3.50) 2.39 4.16
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.88 (2.45) (3.59) 2.29 4.12
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- --
Distributions from net realized gains -- -- -- (0.18) (0.09)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- -- -- (0.18) (0.09)
------ ------ ------ ------ ------
Change in net asset value 0.88 (2.45) (3.59) 2.11 4.03
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.38 $10.50 $12.95 $16.54 $14.43
====== ====== ====== ====== ======
Total return(2) 8.38% (18.92)% (21.70)% 15.99 % 39.72 %
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $72,051 $81,000 $116,539 $147,846 $109,461
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 2.00%(5) 2.00 %(5) 2.00 % 2.00 % 1.96 %(5)
Net investment income (loss) 0.08% (0.42)% (0.60)% (0.62)% (0.32)%
Portfolio turnover 59% 40 % 34 % 55 % 71 %
<FN>
(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in the total return calculation.
(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.45%,
1.35%, 1.32%, 1.30% and 1.33% for the periods ended August 31, 2003, 2002,
2001, 2000 and 1999, respectively.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.20%,
2.10%, 2.06%, 2.05% and 2.08% for the periods ended August 31, 2003, 2002,
2001, 2000 and 1999, respectively.
(5) 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.
</FN>
See Notes to Financial Statements
12
Phoenix-Oakhurst Growth & Income Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS C
-----------------------------------------------------------
YEAR ENDED AUGUST 31
-----------------------------------------------------------
2003 2002 2001 2000 1999
Net asset value, beginning of period $10.50 $12.96 $16.55 $14.43 $10.41
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.01 (0.05) (0.09) (0.10) (0.04)
Net realized and unrealized gain (loss) 0.87 (2.41) (3.50) 2.40 4.15
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.88 (2.46) (3.59) 2.30 4.11
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- --
Distributions from net realized gains -- -- -- (0.18) (0.09)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- -- -- (0.18) (0.09)
------ ------ ------ ------ ------
Change in net asset value 0.88 (2.46) (3.59) 2.12 4.02
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.38 $10.50 $12.96 $16.55 $14.43
====== ====== ====== ====== ======
Total return(2) 8.48% (18.98)% (21.69)% 16.06 % 39.58 %
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $52,466 $61,193 $86,080 $106,272 $59,224
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) 2.00% (4) 2.00 %(4) 2.00 % 2.00 % 1.96 %(4)
Net investment income (loss) 0.08% (0.42)% (0.60)% (0.62)% (0.33)%
Portfolio turnover 59% 40 % 34 % 55 % 71 %
<FN>
(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in the total return calculation.
(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.20%,
2.10%, 2.06%, 2.05% and 2.08% for the periods ended August 31, 2003, 2002,
2001, 2000 and 1999, respectively.
(4) 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.
</FN>
See Notes to Financial Statements
13
PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2003
1. ORGANIZATION
Phoenix Equity Series Fund (the "Trust") is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end management investment company. The Trust presently
consists of one investment portfolio: Phoenix-Oakhurst Growth & Income Fund (the
"Fund").
The Fund seeks dividend growth, current income and capital appreciation.
The Fund offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 5.75%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a 1% contingent
deferred sales charge if redeemed within one year of purchase. All classes of
shares have identical voting, dividend, liquidation and other rights and the
same terms and conditions, except that each class bears different distribution
and/or service expenses and has exclusive voting rights with respect to its
distribution plan. Income and expenses of the Fund are borne pro rata by the
holders of all classes of shares, except that each class bears distribution
and/or service expenses unique to that class.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. 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, disclosure of contingent assets and liabilities, revenues and
expenses. Actual results could differ from those estimates.
A. SECURITY VALUATION:
Equity securities are valued at the official closing price (typically last
sale) on the exchange on which the securities are primarily traded, or if no
closing price is available, 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.
B. SECURITY TRANSACTIONS AND RELATED INCOME:
Security transactions are recorded on the trade date. Interest income is
recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date, or in the case of certain foreign securities, as soon as the Fund is
notified. The Fund amortizes premiums and accretes discounts using the effective
interest method. Realized gains and losses are determined on the identified cost
basis.
C. INCOME TAXES:
It is the policy of the Fund to comply with the requirements of the Internal
Revenue Code (the "Code"), applicable to regulated investment companies, and to
distribute substantially all of its taxable income to its shareholders. In
addition, the Fund intends to distribute an amount sufficient to avoid
imposition of any excise tax under Section 4982 of the Code. Therefore, no
provision for federal income taxes or excise taxes has been made.
The Fund may be subject to foreign taxes on income, gains on investments or
currency repatriation, a portion of which may be recoverable. The Fund will
accrue such taxes and recoveries as applicable based upon current
interpretations of the tax rules and regulations that exist in the markets in
which they invest.
D. DISTRIBUTIONS TO SHAREHOLDERS:
Distributions to shareholders are recorded on the ex-dividend date. Income
and capital gain distributions are determined in accordance with income tax
regulations which may differ from accounting principles generally accepted in
the United States of America. These differences may include the treatment of
non-taxable dividends, market premium and discount, non-deductible expenses,
expiring capital loss carryovers, foreign currency gain or loss, gain or loss on
futures contracts, partnerships and losses deferred due to wash sales. Permanent
book and tax basis differences relating to shareholder distributions will result
in reclassifications to paid in capital.
E. FOREIGN CURRENCY TRANSLATION:
Foreign securities and other assets and liabilities are valued using the
foreign currency exchange rate effective at the end of the reporting period.
Cost of investments is translated at the currency exchange rate effective at the
trade date. The gain or loss resulting from a change in currency exchange rates
between the trade and settlement date of a portfolio transaction is treated as a
gain or loss on foreign currency. Likewise, the gain or loss resulting from a
change in currency exchange rates between the date income is accrued and paid is
treated as a gain or loss on foreign currency. The Fund does not separate that
portion of the results of operations arising from changes in exchange rates and
that portion arising from changes in the market prices of securities.
3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for its services to the Fund, the Adviser, Phoenix Investment
Counsel, Inc., an indirect wholly-owned subsidiary of The Phoenix Companies,
Inc. ("PNX"), is entitled to a fee at an annual rate
14
PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2003 (CONTINUED)
of 0.75% of the average daily net assets of the Fund for the first $1 billion;
0.70% of such value between $1 billion and $2 billion; and 0.65% of such value
in excess of $2 billion.
The Adviser has voluntarily agreed to assume total fund operating expenses of
the Fund, excluding interest, taxes, brokerage fees, commissions and
extraordinary expenses until December 31, 2003, to the extent that such expenses
exceed the following percentages of the average annual net assets:
Class A Class B Class C
------- ------- -------
1.25% 2.00% 2.00%
As Distributor of the Fund's shares, Phoenix Equity Planning Corporation
("PEPCO"), an indirect wholly-owned subsidiary of PNX, has advised the Fund that
it retained net selling commissions of $18,829 for Class A shares and deferred
sales charges of $204,548 for Class B shares and $5,374 for Class C shares for
the period ended August 31, 2003. In addition to these amounts, $24,381 was paid
to W.S. Griffith Securities, Inc., an indirect subsidiary of PNX, for Class A
net selling commissions.
In addition, the Fund pays PEPCO distribution and/or service fees at an
annual rate of 0.25% for Class A shares and 1.00% for Class B shares and 1.00%
for Class C shares of the average daily net assets of each respective class. The
Distributor has advised the Fund that of the total amount expensed for the
period ended August 31, 2003, $657,929 was retained by the Distributor, $878,384
was paid to unaffiliated participants and $45,278 was paid to W.S. Griffith
Securities, Inc.
As Financial Agent of the Fund, PEPCO receives a financial agent fee equal to
the sum of (1) the documented cost of fund accounting and related services
provided by PFPC Inc. (subagent to PEPCO), plus (2) the documented cost to PEPCO
to provide tax services and oversight of subagent's performance. For the period
ended August 31, 2003, financial agent fees were $209,325 as reported in the
Statement of Operations, of which PEPCO received $38,744. Effective January 1,
2003, the fee schedule of PFPC Inc. ranges from 0.065% to 0.03% of the average
daily net asset values of all the Phoenix funds serviced by PFPC Inc. Prior to
that date, the fee schedule ranged from 0.085% to 0.0125%. Certain minimum fees
may apply.
PEPCO serves as the Fund's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the period ended August 31, 2003, transfer
agent fees were $718,626 as reported in the Statement of Operations of which
PEPCO retained $280,599.
For the period ended August 31, 2003, the Fund paid PXP Securities Corp., an
indirect, wholly-owned subsidiary of PNX, brokerage commissions of $13,660 in
connection with portfolio transactions effected on behalf of it.
At August 31, 2003, PNX and affiliates, and the retirement plans of PNX and
affiliates, held 107,543 Class A shares of the Fund with a value of $1,275,455.
4. PURCHASES AND SALES OF SECURITIES
During the period ended August 31, 2003, purchases and sales of investments
(excluding U.S. Government and agency securities and short-term securities)
amounted to $152,359,395 and $221,849,622, respectively. There were no purchases
or sales of long-term U.S. Government and agency securities during the period
ended August 31, 2003.
5. CREDIT RISK AND ASSET CONCENTRATIONS
In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such investments
may be volatile. The consequences of political, social or economic changes in
these markets may have disruptive effects on the market prices of these
investments and the income they generate, as well as a fund's ability to
repatriate such amounts.
The Fund may invest a high percentage of its assets in specific sectors of
the market in its pursuit of a greater investment return. Fluctuations in these
sectors of concentration may have a greater impact to the Fund, positive or
negative, than if the Fund did not concentrate its investments in such sectors.
6. FEDERAL INCOME TAX INFORMATION
The Fund has capital loss carryovers which may be used to offset future
capital gains, as follows:
Expiration Year
- -------------------------------------------------------------------------------
2008 2009 2010 2011 Total
- ---------- -------- ----------- ----------- -----------
$1,107,211 $757,576 $17,470,948 $47,229,498 $66,565,233
The Fund may not realize the benefit of these losses to the extent it does
not realize gains on investments prior to the expiration of the capital loss
carryovers.
Under the current tax law, capital and foreign currency losses realized after
October 31 may be deferred and treated as occurring on the first day of the
following fiscal year. For the period ended August 31, 2003, the Fund deferred
and recognized post-October losses as follows:
Deferred Recognized
----------- -----------
Post-October capital losses $26,593,474 $40,143,628
15
PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2003 (CONTINUED)
The components of distributable earnings on a tax basis (excluding unrealized
appreciation (depreciation) which are disclosed in the Schedule of Investments)
consist of undistributed ordinary income of $1,199,216 and undistributed
long-term capital gains of $0. The differences between the book and tax basis
components of distributable earnings relate principally to the timing of
recognition of income and gains for federal income tax purposes. Short-term gain
distributions reported in the Statement of Changes in Net Assets, if any, are
reported as ordinary income for federal tax purposes.
7. RECLASSIFICATION OF CAPITAL ACCOUNTS
For financial reporting purposes, book basis capital accounts are adjusted to
reflect the tax character of permanent book/tax differences. Permanent
reclassifications can arise from differing treatment of certain income and gain
transactions, nondeductible current year net operating losses, expiring capital
loss carryovers and investments in passive foreign investment companies. The
reclassifications have no impact on the net assets or net asset value of the
Fund. As of August 31, 2003, the Fund had no reclassifications.
- --------------------------------------------------------------------------------
TAX INFORMATION NOTICE (UNAUDITED)
For Federal income tax purposes, 100% of the current year net income earned
dividends paid by Growth & Income Fund will qualify for the dividends received
deduction for corporate shareholders when paid.
Effective for the calendar year 2003, qualified dividends will be taxed at a
lower rate for individual shareholders. 100% of the ordinary income dividends
distributed and applicable to qualifying dividends received after January 1,
2003 will qualify for the lower tax rate. The Fund plans to designate the
maximum amount allowable under the Jobs and Growth Tax Relief Reconciliation
Act. The actual percentage for the calendar year will be designated in the
year-end tax statements.
- --------------------------------------------------------------------------------
This report is not authorized for distribution to prospective investors in
the Phoenix Equity Series Fund unless preceded or accompanied by an effective
Prospectus which includes information concerning the sales charge, the Fund's
record and other pertinent information.
16
REPORT OF INDEPENDENT AUDITORS
[LOGO OMITTED]
PRICEWATERHOUSECOOPERS
To the Board of Trustees and Shareholders of
Phoenix Equity Series Fund:
In our opinion, the accompanying statements of assets and liabilities,
including the schedule of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Phoenix-Oakhurst Growth & Income
Fund (constituting the Phoenix Equity Series Fund, hereafter referred to as the
"Trust") at August 31, 2003, the results of its operations, the changes in its
net assets and the financial highlights for the periods indicated, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at August 31, 2003 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.
/s/ PRICEWATERHOUSECOOPERS, LLP
Boston, Massachusetts
October 13, 2003
17
FUND MANAGEMENT
Information pertaining to the Trustees and officers of the Trust is set
forth below. The statement of additional information (SAI) includes additional
information about the Trustees and is available without charge, upon request, by
calling (800) 243-4361.
The address of each individual, unless otherwise noted, is 56 Prospect
Street, Hartford, CT 06115-0480. There is no stated term of office for Trustees
of the Trust.
INDEPENDENT TRUSTEES
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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------
E. Virgil Conway Served since 35 Chairman, Rittenhouse Advisors, LLC (consulting firm) since 2001.
Rittenhouse Advisors, LLC 1997. Trustee/Director, Realty Foundation of New York (1972-present), Pace
101 Park Avenue University (1978-present), New York Housing Partnership Development
New York, NY 10178 Corp. (Chairman) (1981-present), Greater New York Councils, Boy
D.O.B. 8/2/29 Scouts of America (1985-present), Academy of Political Science (Vice
Chairman) (1985-present), Urstadt Biddle Property Corp.
(1989-present), The Harlem Youth Development Foundation
(1998-present). Chairman, Metropolitan Transportation Authority
(1992-2001). Director, Trism, Inc. (1994-2001), Consolidated Edison
Company of New York, Inc. (1970-2002), Atlantic Mutual Insurance
Company (1974-2002), Centennial Insurance Company (1974-2002), Josiah
Macy, Jr., Foundation (1975-2002), Union Pacific Corp. (1978-2002),
BlackRock Freddie Mac Mortgage Securities Fund (Advisory Director)
(1990-2002), Accuhealth (1994-2002).
- ------------------------------------------------------------------------------------------------------------------------------------
Harry Dalzell-Payne Served since 35 Currently retired.
The Flat, Elmore Court 1997.
Elmore, GL05, GL2 3NT U.K.
D.O.B. 8/9/29
- ------------------------------------------------------------------------------------------------------------------------------------
Francis E. Jeffries Served since 28 Director, The Empire District Electric Company (1984-present).
8477 Bay Colony Dr. #902 1997. Director (1989-1997), Chairman of the Board (1993-1997), Phoenix
Naples, FL 34108 Investment Partners, Ltd.
D.O.B. 9/23/30
- ------------------------------------------------------------------------------------------------------------------------------------
Leroy Keith, Jr. Served since 25 Partner, Stonington Partners, Inc. (private equity fund) since 2001.
Stonington Partners, Inc. 1997. Chairman (1995 to 2000) and Chief Executive Officer (1995-1998),
736 Market Street, Ste. 1430 Carson Products Company (cosmetics). Director/Trustee, Evergreen
Chattanooga, TN 37402 Funds (six portfolios).
D.O.B. 2/14/39
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Geraldine M. McNamara Served since 35 Managing Director, United States Trust Company of New York (private
United States Trust 2001. bank) (1982-present).
Company of New York
114 West 47th Street
New York, NY 10036
D.O.B. 4/17/51
- ------------------------------------------------------------------------------------------------------------------------------------
Everett L. Morris Served since 35 Currently retired. Vice President, W.H. Reaves and Company
W.H. Reaves and Company 1997. (investment management) (1993-2003).
10 Exchange Place
Jersey City, NJ 07302
D.O.B. 5/26/28
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18
FUND MANAGEMENT (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson Served since 25 Managing Director, Northway Management Company (1998-present).
Northway Management Company 1997. Managing Director, Mullin Associates (1993-1998).
164 Mason Street
Greenwich, CT 06830
D.O.B. 2/16/46
- ------------------------------------------------------------------------------------------------------------------------------------
Lowell P. Weicker, Jr. Served since 25 Director, UST, Inc. (1995-present), HPSC Inc. (1995-present),
200 Duke Street 1997. Compuware (1996-present) and WWF, Inc. (2000-present). President, The
Alexandria, VA 22314 Trust for America's Health (non-profit) (2001-present). Director,
D.O.B. 5/16/31 Duty Free International, Inc. (1997-1998).
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INTERESTED TRUSTEES
Each of the individuals listed below is an "interested person" of the Trust, as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
NAME, ADDRESS FUND COMPLEX PRINCIPAL OCCUPATION(S)
AND POSITION(S) WITH TRUST, LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------
*Marilyn E. LaMarche Served since 28 Limited Managing Director, Lazard Freres & Co. LLC (1983-present).
Lazard Freres & Co. LLC 2002. Director, The Phoenix Companies, Inc. (2001-present) and Phoenix Life
30 Rockefeller Plaza, Insurance Company (1989-present).
59th Floor
New York, NY 10020
D.O.B. 5/11/34
- ------------------------------------------------------------------------------------------------------------------------------------
**Philip R. McLoughlin Served since 45 Consultant, The Phoenix Companies, Inc. (2002-present). Director,
1997. PXRE Corporation (Delaware) (1985-present), World Trust Fund
Chairman and President (1991-present). Chairman (1997-2002), Director (1995-2002), Vice
D.O.B. 10/23/46 Chairman (1995-1997) and Chief Executive Officer (1995-2002), Phoenix
Investment Partners, Ltd. Director, Executive Vice President and
Chief Investment Officer, The Phoenix Companies, Inc. (2001-2002).
Director (1994-2002) and Executive Vice President, Investments
(1988-2002), Phoenix Life Insurance Company. Director (1983-2002) and
Chairman (1995-2002), Phoenix Investment Counsel, Inc. Director
(1984-2002) and President (1990-2000), Phoenix Equity Planning
Corporation. Chairman and Chief Executive Officer, Phoenix/Zweig
Advisers LLC (1999-2002). Director and President, Phoenix Investment
Management Company (2001-2002). Director and Executive Vice
President, Phoenix Life and Annuity Company (1996-2002). Director and
Executive Vice President, PHL Variable Insurance Company (1995-2002).
Director, Phoenix National Trust Company (1996-2002). Director and
Vice President, PM Holdings, Inc. (1985-2002). Director, PHL
Associates, Inc. (1995-2002). Director (1992-2002) and President
(1992-1994), W.S. Griffith Securities, Inc.
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<FN>
* Ms. LaMarche is an "interested person," as defined in the Investment Company Act of 1940, by reason of her position as Director
of The Phoenix Companies, Inc. and Phoenix Life Insurance Company.
** Mr. McLoughlin is an "interested person," as defined in the Investment Company Act of 1940, by reason of his relationship with
The Phoenix Companies, Inc., and its affiliates.
</FN>
19
FUND MANAGEMENT (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
NAME, ADDRESS, PORTFOLIOS IN
DATE OF BIRTH FUND COMPLEX PRINCIPAL OCCUPATION(S)
AND POSITION(S) WITH LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
TRUST TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------
***James M. Oates Served since 30 Chairman, Hudson Castle Group Inc. (formerly IBEX Capital Markets
Hudson Castle Group Inc. 1997. Inc.) (financial services) (1997-present). Managing Director, Wydown
c/o Northeast Investment Group (consulting firm) (1994-present). Director, Investors Financial
Management, Inc. Service Corporation (1995-present), Investors Bank & Trust
50 Congress Street, Corporation (1995-present), Plymouth Rubber Co. (1995-present),
Ste. 1000 Stifel Financial (1996-present), Connecticut River Bancorp
Boston, MA 02109 (1998-present), Connecticut River Bank (1998-present) and Trust
D.O.B. 5/31/46 Company of New Hampshire (2002-present). Director and Treasurer,
Endowment for Health, Inc. (2000-present). Chairman, Emerson
Investment Management, Inc. (2000-present). Investment Committee, New
Hampshire Charitable Foundation (2001-present). Vice Chairman,
Massachusetts Housing Partnership (1998-1999). Director, Blue Cross
and Blue Shield of New Hampshire (1994-1999), AIB Govett Funds
(1991-2000), Command Systems, Inc. (1998-2000), Phoenix Investment
Partners, Ltd. (1995-2001) and 1Mind, Inc. (1999-2001).
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*** Mr. Oates is being treated as an Interested Trustee due to certain relationships existing among Mr. Oates, Hudson Castle Group
Inc. and The Phoenix Companies, Inc. and certain of its affiliates.
</FN>
OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
POSITION(S) HELD WITH
NAME, ADDRESS TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
AND DATE OF BIRTH TIME SERVED DURING PAST 5 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
William R. Moyer Executive Vice President Executive Vice President and Chief Financial Officer (1999-present),
D.O.B. 8/16/44 since 1997. Senior Vice President and Chief Financial Officer (1995-1999),
Phoenix Investment Partners, Ltd. Director (1998-present), Senior
Vice President, Finance (1990-present), Chief Financial Officer
(1996-present), and Treasurer (1998-present), Phoenix Equity Planning
Corporation. Director (1998-present), Senior Vice President
(1990-present), Chief Financial Officer (1996-present) and Treasurer
(1994-present), Phoenix Investment Counsel, Inc. Senior Vice
President and Chief Financial Officer, Duff & Phelps Investment
Management Co. (1996-present). Executive Vice President, Phoenix Fund
Complex (1990-present).
- ------------------------------------------------------------------------------------------------------------------------------------
John F. Sharry Executive Vice President President, Private Client Group (1999-present), Executive Vice
D.O.B. 3/28/52 since 1998. President, Retail Division (1997-1999), Phoenix Investment Partners,
Ltd. President, Private Client Group, Phoenix Equity Planning
Corporation (2000-present). Executive Vice President, Phoenix Fund
Complex (1998-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Robert S. Driessen Vice President since 1999. Vice President and Compliance Officer, Phoenix Investment Partners,
One American Row Ltd. (1999-present). Vice President and Compliance Officer, Phoenix
Hartford, CT 06102 Investment Counsel, Inc. (1999-2003). Vice President (1999-present),
D.O.B. 10/12/47 Anti-Money Laundering Officer (2003-present) Phoenix Fund Complex.
Compliance Officer (2000-present) and Associate Compliance Officer
(1999), PXP Securities Corp. Vice President, Risk Management Liaison,
Bank of America (1996-1999). Vice President, Securities Compliance,
The Prudential Insurance Company of America (1993-1996). Branch
Chief/Financial Analyst, Securities and Exchange Commission, Division
of Investment Management (1972-1993).
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy G. Curtiss Treasurer since 1997. Vice President, Fund Accounting, Phoenix Equity Planning Corporation
D.O.B. 11/24/52 (1994-present). Treasurer, Phoenix Fund Complex (1994-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Richard J. Wirth Secretary since 2002. Vice President and Insurance and Investment Products Counsel
One American Row (2002-present), Counsel (1993-2002), Phoenix Life Insurance Company.
Hartford, CT 06102 Secretary (2002-present), Chief Legal Officer (2003-present) Phoenix
D.O.B. 11/14/58 Fund Complex.
- ------------------------------------------------------------------------------------------------------------------------------------
20
PHOENIX EQUITY SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
TRUSTEES
E. Virgil Conway
Harry Dalzell-Payne
Francis E. Jeffries
Leroy Keith, Jr.
Marilyn E. LaMarche
Philip R. McLoughlin
Geraldine M. McNamara
Everett L. Morris
James M. Oates
Richard E. Segerson
Lowell P. Weicker, Jr.
OFFICERS
Philip R. McLoughlin, Chairman and President
William R. Moyer, Executive Vice President
John F. Sharry, Executive Vice President
Robert S. Driessen, Vice President
Nancy G. Curtiss, Treasurer
Richard J. Wirth, Secretary
INVESTMENT ADVISER
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, Connecticut 06115-0480
PRINCIPAL UNDERWRITER
Phoenix Equity Planning Corporation
56 Prospect Street
Hartford, Connecticut 06115-0480
CUSTODIAN
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101
TRANSFER AGENT
Phoenix Equity Planning Corporation
56 Prospect Street
Hartford, Connecticut 06115-0480
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP
160 Federal Street
Boston, Massachusetts 02110
HOW TO CONTACT US
Mutual Fund Services 1-800-243-1574
Advisor Consulting Group 1-800-243-4361
Text Telephone 1-800-243-1926
Web site PHOENIXINVESTMENTS.COM
- --------------------------------------------------------------------------------
IMPORTANT NOTICE TO SHAREHOLDERS
The Securities and Exchange Commission has modified mailing regulations for
semiannual and annual shareholder fund reports to allow mutual fund companies to
send a single copy of these reports to shareholders who share the same mailing
address. If you would like additional copies, please call Mutual Fund Services
at 1-800-243-1574.
- --------------------------------------------------------------------------------
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(This page has been left blank intentionally.)
(This page has been left blank intentionally.)
----------------
PRESORTED
STANDARD
U.S.
POSTAGE
PAID
Louisville, KY
Permit No. 1051
----------------
PHOENIX EQUITY PLANNING CORPORATION
P.O. Box 150480
Hartford, CT 06115-0480
(LOGO)
PHOENIX
INVESTMENT PARTNERS, LTD.
A MEMBER OF THE PHOENIX COMPANIES, INC.
[GRAPHIC OMITTED]
For more information about Phoenix mutual funds,
please call your financial representative or contact us
at 1-800-243-4361 or PHOENIXINVESTMENTS.COM.
PXP 213 (10/03)
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant
or a third party.
(b) There have been no amendments, during the period covered by this report,
to a provision of the code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code
of ethics description.
(c) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the
items set forth in paragraph (b) of this item's instructions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) As of the end of the period covered by the report, the Board of Trustees
of the Fund has determined that E. Virgil Conway and Everett L. Morris
possess the technical attributes identified in Instruction 2(b) of Item
3 to Form N-CSR to qualify as an "audit committee financial expert". Mr.
Conway and Mr. Morris are "independent" trustees pursuant to paragraph
(a) (2) of Item 3 to form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the "1940
Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days
of the filing date of the report that includes the disclosure required
by this paragraph, based on their evaluation of these controls and
procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act
(17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's last fiscal
half-year (the registrant's second fiscal half-year in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
ITEM 10. EXHIBITS.
(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 are attached hereto.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) PHOENIX EQUITY SERIES FUND
---------------------------------------------------------------------
By (Signature and Title)* /s/PHILIP R. MCLOUGHLIN
-------------------------------------------------------
Philip R. McLoughlin, Chairman
(principal executive officer)
Date November 4, 2003
----------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/PHILIP R. MCLOUGHLIN
-------------------------------------------------------
Philip R. McLoughlin, Chairman
(principal executive officer)
Date November 4, 2003
----------------------------------------------------------------------------
By (Signature and Title)* /s/NANCY G. CURTISS
-------------------------------------------------------
Nancy G. Curtiss, Treasurer
(principal financial officer)
Date November 4, 2003
----------------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.