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 811-07643
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Phoenix Partner Select Funds
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(Exact name of registrant as specified in charter)
56 Prospect Street
P.O.Box 150480
Hartford, CT 06115-0480
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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: July 31, 2004
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Date of reporting period: January 31, 2004
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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.
[GRAPHIC OMITTED]
Semiannual Report
[GRAPHIC OMITTED] JANUARY 31, 2004
PHOENIX
PARTNER [GRAPHIC OMITTED] SELECT
PHOENIX PARTNER SELECT WEALTH BUILDER FUND
PHOENIX PARTNER SELECT WEALTH GUARDIAN FUND
[GRAPHIC OMITTED]
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PHOENIX
INVESTMENT PARTNERS, LTD.
COMMITTED TO INVESTOR SUCCESS(SM)
MESSAGE FROM THE CHAIRMAN
DEAR SHAREHOLDER:
When we think about 2003, we'll remember a year in which financial
services underwent significant change. National news reflected regulatory
attention to the business conduct of a few mutual fund companies. As a result,
certain industry-wide practices came under increased scrutiny.
Your Fund's Board of Trustees recognizes the seriousness of these issues.
As a result, it has expanded its review of policies and procedures to insure
compliance with applicable rules and regulations. Additionally, the Board had
taken a review of its own structure and governance protocols to insure that our
practices are not only compliant with regulatory standards, but, whenever
practical, also conform to best practices that value your interests and help you
invest wisely.
I hope that you'll take time to review the activities and performance
information included in this semiannual report. We've witnessed new life in the
equity markets, and I am encouraged that our overall economy has begun a more
rewarding period. Now is an opportune time for you to review your investments
with your financial advisor 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 Partner
Select Wealth Builder Fund and Phoenix Partner Select Wealth Guardian 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
FEBRUARY 1, 2004
1 DIVERSIFICATION DOES NOT GUARANTEE AGAINST A LOSS, AND THERE IS NO GUARANTEE
THAT A DIVERSIFIED PORTFOLIO WILL OUTPERFORM A NON-DIVERSIFIED PORTFOLIO.
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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.
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1
TABLE OF CONTENTS
Phoenix Partner Select Wealth Builder Fund .................................. 3
Phoenix Partner Select Wealth Guardian Fund ................................. 7
Notes to Financial Statements ............................................... 11
This report is not authorized for distribution to prospective investors in
the Phoenix Partner Select Funds unless preceded or accompanied by an effective
Prospectus which includes information concerning the sales charge, the Fund's
record and other pertinent information.
2
PHOENIX PARTNER SELECT WEALTH BUILDER FUND
INVESTMENTS AT JANUARY 31, 2004
(UNAUDITED)
SHARES VALUE
------- -----------
MUTUAL FUNDS--99.2%
EQUITY FUNDS--80.0%
Phoenix-Duff & Phelps Real Estate Securities
Fund Class A ................................... 245,264 $ 5,219,227
Phoenix-Kayne Rising Dividends Fund
Class A ........................................ 643,925 10,025,919
Phoenix-Kayne Small-Mid Cap Fund
Class A(b) ..................................... 689,306 12,621,202
Phoenix Market Neutral Fund Class A(b) ......... 210,699 2,334,540
Phoenix-Oakhurst Growth & Income Fund
Class A ........................................ 763,685 10,202,829
-----------
40,403,717
-----------
FIXED-INCOME FUNDS--19.2%
Phoenix Duff & Phelps Institutional Managed
Bond Portfolio Class Y ......................... 114,190 3,634,652
Phoenix-Goodwin Multi-Sector Short Term
Bond Fund Class A .............................. 499,665 2,418,380
Phoenix-Seneca Bond Fund Class A ............... 340,801 3,626,120
-----------
9,679,152
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TOTAL MUTUAL FUNDS
(IDENTIFIED COST $47,772,324) 50,082,869
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TOTAL LONG-TERM INVESTMENTS--99.2%
(IDENTIFIED COST $47,772,324) 50,082,869
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STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- -----------
SHORT-TERM OBLIGATIONS--1.1%
COMMERCIAL PAPER--1.1%
UBS Finance Delaware LLC
1.01%, 2/2/04 ..................... A-1+ $540 $ 539,985
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TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $539,985) 539,985
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TOTAL INVESTMENTS--100.3%
(IDENTIFIED COST $48,312,309) 50,622,854(a)
Other assets and liabilities, net--(0.3)% (141,512)
-----------
NET ASSETS--100.0% $50,481,342
===========
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $2,402,596 and gross
depreciation of $92,051. At January 31, 2004, the aggregate cost of
securities for federal income tax purposes was $48,312,309.
(b) Non-income producing.
See Notes to Financial Statements
3
Phoenix Partner Select Wealth Builder Fund
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2004
(UNAUDITED)
ASSETS
Investment securities at value
(Identified cost $48,312,309) $50,622,854
Cash 3,889
Receivables
Fund shares sold 1,611,438
Receivable from adviser 4,987
Dividends from underlying funds 294
Prepaid expenses 23,244
-----------
Total assets 52,266,706
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LIABILITIES
Payables
Investment securities purchased 1,695,848
Fund shares repurchased 40,243
Distribution and service fees 19,650
Financial agent fee 6,646
Transfer agent fee 6,549
Trustees' fee 513
Accrued expenses 15,915
-----------
Total liabilities 1,785,364
-----------
NET ASSETS $50,481,342
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $48,164,122
Distributions in excess of net investment income (37,287)
Accumulated net realized gain 43,962
Net unrealized appreciation 2,310,545
-----------
NET ASSETS $50,481,342
===========
CLASS A
Shares of beneficial interest outstanding, no par value
unlimited authorization (Net Assets $15,499,839) 1,406,360
Net asset value per share $11.02
Offering price per share $11.02/(1-5.75%) $11.69
CLASS C
Shares of beneficial interest outstanding, no par value
unlimited authorization (Net Assets $34,981,503) 3,181,160
Net asset value and offering price per share $11.00
STATEMENT OF OPERATIONS
FROM INCEPTION AUGUST 1, 2003
TO JANUARY 31, 2004
(UNAUDITED)
INVESTMENT INCOME
Income distributions received from underlying funds $ 241,560
Interest 1,834
----------
Total investment income 243,394
----------
EXPENSES
Investment advisory fee 11,531
Distribution and service fees, Class C 58,449
Financial agent fee 38,368
Transfer agent 22,609
Registration 19,030
Trustees 17,946
Professional 8,456
Custodian 7,451
Printing 5,064
Miscellaneous 6,321
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Total expenses 195,225
Less expenses borne by investment adviser (90,652)
----------
Net expenses 104,573
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NET INVESTMENT INCOME 138,821
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gain distributions received from underlying funds 43,962
Net change in unrealized appreciation (depreciation) on
investments 2,310,545
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NET GAIN ON INVESTMENTS 2,354,507
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,493,328
==========
See Notes to Financial Statements
4
Phoenix Partner Select Wealth Builder Fund
STATEMENT OF CHANGES IN NET ASSETS
From
Inception
8/1/03 to
1/31/04
(Unaudited)
------------
FROM OPERATIONS
Net investment income (loss) $ 138,821
Net realized gain (loss) 43,962
Net change in unrealized appreciation (depreciation) 2,310,545
-----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 2,493,328
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FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (69,517)
Net investment income, Class C (106,591)
-----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (176,108)
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FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (1,428,175 shares) 14,971,896
Net asset value of shares issued from reinvestment of distributions (3,429 shares) 36,926
Cost of shares repurchased (25,244 shares) (269,949)
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Total 14,738,873
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CLASS C
Proceeds from sales of shares (3,208,116 shares) 33,711,148
Net asset value of shares issued from reinvestment of distributions (2,134 shares) 22,936
Cost of shares repurchased (29,090 shares) (308,835)
-----------
Total 33,425,249
-----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 48,164,122
-----------
NET INCREASE (DECREASE) IN NET ASSETS 50,481,342
NET ASSETS
Beginning of period --
-----------
END OF PERIOD [INCLUDING DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME OF ($37,287)] $50,481,342
===========
See Notes to Financial Statements
5
Phoenix Partner Select Wealth Builder Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS A
---------------
FROM INCEPTION
8/1/03 TO 1/31/04
(UNAUDITED)
Net asset value, beginning of period $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.05
Capital gain distributions received from underlying funds 0.01
Net realized and unrealized gain (loss) 1.02
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TOTAL FROM INVESTMENT OPERATIONS 1.08
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LESS DISTRIBUTIONS
Dividends from net investment income (5) (0.06)
------
TOTAL DISTRIBUTIONS (0.06)
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Change in net asset value 1.02
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NET ASSET VALUE, END OF PERIOD $11.02
======
Total return(1) 10.80%(7)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $15,500
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(2)(3) 0.40%(6)
Net investment income 1.70%(6)
Portfolio turnover 0%(7)
CLASS C
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FROM INCEPTION
8/1/03 TO 1/31/04
(UNAUDITED)
Net asset value, beginning of period $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.03
Capital gain distributions received from underlying funds 0.01
Net realized and unrealized gain (loss) 1.00
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TOTAL FROM INVESTMENT OPERATIONS 1.04
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LESS DISTRIBUTIONS
Dividends from net investment income (5) (0.04)
------
TOTAL DISTRIBUTIONS (0.04)
------
Change in net asset value 1.00
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NET ASSET VALUE, END OF PERIOD $11.00
======
Total return(1) 10.44%(7)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $34,982
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(2)(4) 1.15%(6)
Net investment income 0.97%(6)
Portfolio turnover 0%(7)
(1) Maximum sales charges are not reflected in the total return calculation.
(2) The Fund also will indirectly bear its prorated share of expenses of the
underlying funds. Such expenses are not included in the calculation of this
ratio.
(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.33% for
the period ending January 31, 2004.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.87% for
the period ending January 31, 2004.
(5) Includes dividends paid from the short-term portion of capital gain
distributions received from underlying funds.
(6) Annualized.
(7) Not annualized.
See Notes to Financial Statements
6
PHOENIX PARTNER SELECT WEALTH GUARDIAN FUND
INVESTMENTS AT JANUARY 31, 2004
(UNAUDITED)
SHARES VALUE
------- -----------
MUTUAL FUNDS--99.2%
EQUITY FUNDS--60.6%
Phoenix-Duff & Phelps Real Estate Securities
Fund Class A ................................... 124,971 $ 2,659,389
Phoenix-Kayne Rising Dividends
Fund Class A ................................... 283,150 4,408,642
Phoenix-Kayne Small-Mid Cap Fund
Class A(b) ..................................... 138,762 2,540,726
Phoenix Market Neutral Fund Class A(b) ......... 105,408 1,167,924
Phoenix-Oakhurst Growth & Income Fund
Class A ........................................ 337,060 4,503,116
-----------
15,279,797
-----------
FIXED-INCOME FUNDS--38.6%
Phoenix Duff & Phelps Institutional Managed
Bond Portfolio Class Y ......................... 114,687 3,650,476
Phoenix-Goodwin Multi-Sector Short Term Bond
Fund Class A ................................... 501,816 2,428,791
Phoenix-Seneca Bond Fund Class A ............... 342,206 3,641,067
-----------
9,720,334
-----------
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TOTAL MUTUAL FUNDS
(IDENTIFIED COST $24,016,333) 25,000,131
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TOTAL LONG-TERM INVESTMENTS--99.2%
(IDENTIFIED COST $24,016,333) 25,000,131
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STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- -----------
SHORT-TERM OBLIGATIONS--1.7%
COMMERCIAL PAPER--1.7%
UBS Finance Delaware LLC
1.01%, 2/2/04 ...................... A-1+ $435 $ 434,988
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TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $434,988) 434,988
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TOTAL INVESTMENTS--100.9%
(IDENTIFIED COST $24,451,321) 25,435,119(a)
Other assets and liabilities, net--(0.9)% (222,393)
-----------
NET ASSETS--100.0% $25,212,726
===========
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $1,030,022 and gross
depreciation of $46,224. At January 31, 2004, the aggregate cost of
securities for federal income tax purposes was $24,451,321.
(b) Non-income producing.
See Notes to Financial Statements
7
Phoenix Partner Select Wealth Guardian Fund
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2004
(UNAUDITED)
ASSETS
Investment securities at value
(Identified cost $24,451,321) $25,435,119
Cash 3,934
Receivables
Fund shares sold 1,166,557
Receivable from adviser 10,044
Dividends from underlying funds 279
Prepaid expenses 21,721
-----------
Total assets 26,637,654
-----------
LIABILITIES
Payables
Investment securities purchased 1,384,762
Distribution and service fees 11,235
Financial agent fee 6,646
Transfer agent fee 6,220
Trustees' fee 519
Accrued expenses 15,546
-----------
Total liabilities 1,424,928
-----------
NET ASSETS $25,212,726
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $24,218,740
Distributions in excess of net investment income (20,122)
Accumulated net realized gain 30,310
Net unrealized appreciation 983,798
-----------
NET ASSETS $25,212,726
===========
CLASS A
Shares of beneficial interest outstanding, no par value
unlimited authorization (Net Assets $5,468,592) 503,865
Net asset value per share $10.85
Offering price per share $10.85/(1-5.75%) $11.51
CLASS C
Shares of beneficial interest outstanding, no par value
unlimited authorization (Net Assets $19,744,134) 1,823,738
Net asset value and offering price per share $10.83
STATEMENT OF OPERATIONS
FROM INCEPTION AUGUST 1, 2003
TO JANUARY 31, 2004
(UNAUDITED)
INVESTMENT INCOME
Income distributions received from underlying funds $ 202,588
Interest 484
----------
Total investment income 203,072
----------
EXPENSES
Investment advisory fee 6,228
Distribution and service fees, Class C 35,890
Financial agent fee 38,368
Transfer agent 20,584
Registration 18,407
Trustees 17,952
Professional 8,460
Custodian 6,567
Printing 5,064
Miscellaneous 6,316
----------
Total expenses 163,836
Less expenses borne by investment adviser (95,555)
----------
Net expenses 68,281
----------
NET INVESTMENT INCOME 134,791
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments (27)
Capital gain distributions received from underlying funds 30,337
Net change in unrealized appreciation (depreciation) on
investments 983,798
----------
NET GAIN ON INVESTMENTS 1,014,108
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $1,148,899
==========
See Notes to Financial Statements
8
Phoenix Partner Select Wealth Guardian Fund
STATEMENT OF CHANGES IN NET ASSETS
From
Inception
8/1/03 to
1/31/04
(Unaudited)
-----------
FROM OPERATIONS
Net investment income (loss) $ 134,791
Net realized gain (loss) 30,310
Net change in unrealized appreciation (depreciation) 983,798
-----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 1,148,899
-----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (39,727)
Net investment income, Class C (115,186)
-----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (154,913)
-----------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (556,390 shares) 5,776,624
Net asset value of shares issued from reinvestment of distributions (1,724 shares) 18,328
Cost of shares repurchased (54,249 shares) (563,753)
-----------
Total 5,231,199
-----------
CLASS C
Proceeds from sales of shares (1,849,741 shares) 19,263,797
Net asset value of shares issued from reinvestment of distributions (2,418 shares) 25,647
Cost of shares repurchased (28,421 shares) (301,903)
-----------
Total 18,987,541
-----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 24,218,740
-----------
NET INCREASE (DECREASE) IN NET ASSETS 25,212,726
NET ASSETS
Beginning of period --
-----------
END OF PERIOD [INCLUDING DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME OF ($20,122)] $25,212,726
===========
See Notes to Financial Statements
9
Phoenix Partner Select Wealth Guardian Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS A
---------------
FROM INCEPTION
8/1/03 TO 1/31/04
(UNAUDITED)
Net asset value, beginning of period $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.09
Capital gain distributions received from underlying funds 0.01
Net realized and unrealized gain (loss) 0.84
------
TOTAL FROM INVESTMENT OPERATIONS 0.94
------
LESS DISTRIBUTIONS
Dividends from net investment income (5) (0.09)
------
TOTAL DISTRIBUTIONS (0.09)
------
Change in net asset value 0.85
------
NET ASSET VALUE, END OF PERIOD $10.85
======
Total return(1) 9.44%(7)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $5,469
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(2)(3) 0.52%(6)
Net investment income 2.70%(6)
Portfolio turnover 0%(7)
CLASS C
---------------
FROM INCEPTION
8/1/03 TO 1/31/04
(UNAUDITED)
Net asset value, beginning of period $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.07
Capital gain distributions received from underlying funds 0.01
Net realized and unrealized gain (loss) 0.83
------
TOTAL FROM INVESTMENT OPERATIONS 0.91
------
LESS DISTRIBUTIONS
Dividends from net investment income (5) (0.08)
------
TOTAL DISTRIBUTIONS (0.08)
------
Change in net asset value 0.83
------
NET ASSET VALUE, END OF PERIOD $10.83
======
Total return(1) 9.07%(7)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $19,744
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(2)(4) 1.27%(6)
Net investment income 2.01%(6)
Portfolio turnover 0%(7)
(1) Maximum sales charges are not reflected in the total return calculation.
(2) The Fund also will indirectly bear its prorated share of expenses of the
underlying funds. Such expenses are not included in the calculation of this
ratio.
(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.53% for
the period ending January 31, 2004.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.67% for
the period ending January 31, 2004.
(5) Includes dividends paid from the short-term portion of capital gain
distributions received from underlying funds.
(6) Annualized.
(7) Not annualized.
See Notes to Financial Statements
10
PHOENIX PARTNER SELECT FUNDS
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004 (UNAUDITED)
1. ORGANIZATION
Phoenix Partner Select Funds (the "Trust") is organized as a Delaware
business trust and is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company.
Currently two Funds are offered for sale (each a "Fund"). The Partner Select
Wealth Builder Fund is diversified and is a fund of funds that has an investment
objective of seeking capital appreciation. The Partner Select Wealth Guardian
Fund is diversified and is a fund of funds that has an investment objective of
long-term capital appreciation and current income.
Each Fund offers Class A and Class C shares. Class A shares are sold with a
front-end sales charge of up to 5.75%. Class C shares are sold with a 1%
contingent deferred sales charge if redeemed within one year of purchase. Each
class of shares has 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 and realized and
unrealized gains and losses of each Fund are borne pro rata by the holders of
each class of shares.
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:
Investments in the underlying funds are valued at each Fund's net asset value
determined as of the close of business of the New York Stock Exchange (generally
4:00 pm eastern time). Short-term investments having a remaining maturity of 60
days or less are valued at amortized cost which approximates market. As
required, some investments 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. Income and capital gain
distributions from the underlying funds, if any, are recorded on the ex-dividend
date. Realized gains and losses are determined on the identified cost basis.
Interest income is recorded on the accrual basis. Each Fund amortizes premiums
and accretes discounts using the effective interest method.
C. INCOME TAXES:
Each Fund is treated as a separate taxable entity. It is the policy of each
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, each Fund intends to
distribute an amount sufficient to avoid imposition of any excise tax under
Section 4982 of the Code. Therefore, no provision for federal income taxes or
excise taxes has been made.
D. DISTRIBUTIONS TO SHAREHOLDERS:
Distributions are recorded by each Fund 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, operating losses, 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. EXPENSES:
Expenses incurred by the Trust with respect to the Funds are allocated in
proportion to the net assets of each Fund, except where allocation of direct
expense to each Fund or an alternative allocation method can be more fairly
made.
3. INVESTMENT ADVISORY FEE AND RELATED
PARTY TRANSACTIONS
As compensation for its services to the Trust, 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 of 0.10% of the
average daily net assets of each Fund.
The Adviser has contractually agreed to reimburse through November 30, 2004,
other operating expenses of each Fund (as compared to each underlying mutual
fund) to the extent that such expenses (excluding management fees and 12b-1
distribution and service fees) exceed 0.30% of each class of shares of the
Wealth Builder Fund and 0.42% for each class of shares of the Wealth Guardian
Fund.
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 and deferred sales charges for the
period ended January 31, 2004, as follows:
Class A Class C
Net Selling Deferred
Commissions Sales Charges
----------- -------------
Wealth Builder Fund ........................ $31,505 $1,551
Wealth Guardian Fund ....................... 13,845 2,214
11
PHOENIX PARTNER SELECT FUNDS
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004 (UNAUDITED) (CONTINUED)
In addition to these amounts, the following was paid to W.S. Griffith
Securities, Inc., an indirect subsidiary of PNX, for Class A net selling
commissions:
Wealth Builder Fund ............................................. $13,993
Wealth Guardian Fund ............................................ 4,564
In addition, each Fund pays PEPCO distribution and/or service fees at an
annual rate of 0.75% for Class C shares applied to the average daily net assets
of each respective Class. Shareholders in each Fund will indirectly bear the
Fund's pro rata share of the fees and expenses of the underlying funds in which
each Fund invests, including service fees of 0.25% incurred as a result of the
Fund's investment in Class A shares or Class Y shares of the underlying funds.
PEPCO has advised the Trust of the following information for the period ended
January 31, 2004:
Distribution Distribution Distribution
and/or and/or and/or Service
Service Fees Service Fees Fees Paid to
Retained by Paid to Unaffiliated W.S. Griffith
Distributor Participants Securities, Inc.
------------ -------------------- ----------------
Wealth Builder Fund ...... $53,403 $4,060 $986
Wealth Guardian Fund ..... 34,430 1,394 66
As Financial Agent of the Trust, 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 the subagent's performance. For the
period ended January 31, 2004, the Trust paid PEPCO $76,736. The fee schedule of
PFPC Inc. is $40,000 per year per Fund. No minimum fees apply.
PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company serving as sub-transfer agent. For the period ended January 31, 2004,
transfer agent fees were $43,193 as reported in the Statements of Operations, of
which PEPCO retained the following:
Transfer Agent
Fee Retained
--------------
Wealth Builder Fund ....................................... $ --
Wealth Guardian Fund ...................................... --
At January 31, 2004, PNX and its affiliates held shares of the Trust which
aggregated the following:
Aggregate
Net Asset
Shares Value
------- ---------
Wealth Builder Fund--Class A ................... 10,055 $110,806
Wealth Builder Fund--Class C ................... 10,040 110,440
Wealth Guardian Fund--Class A .................. 10,086 109,433
Wealth Guardian Fund--Class C .................. 10,071 109,069
4. PURCHASES AND SALES OF UNDERLYING FUNDS
Purchases and sales of underlying funds (excluding U.S. Government and agency
securities and short-term securities) for the period ended January 31, 2004,
aggregated the following:
Purchases Sales
----------- -----
Wealth Builder Fund ............................. $47,772,324 $ --
Wealth Guardian Fund ............................ 24,016,333 --
There were no purchases and sales of long-term U.S. Government and agency
securities.
5. OTHER
As of January 31, 2004, each Fund had two omnibus shareholder accounts,
comprised of a group of individual shareholders, which individually amounted to
more than 10% of the total shares outstanding. The omnibus shareholder is not
affiliated with PNX.
% of Shares
Outstanding
-----------
Wealth Builder Fund ........................ 65.7%
Wealth Guardian Fund ....................... 64.5%
6. PROXY VOTING PROCEDURES
The advisers and subadvisers to each of The Phoenix-affiliated Funds vote
proxies relating to portfolio securities in accordance with procedures that have
been approved by the Boards of Trustees of the Funds. You may obtain a
description of these procedures, free of charge, by calling toll-free
800-243-1574. This information is also available through the Securities and
Exchange Commission's website at http://www.sec.gov.
12
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
- ------------------------------------------------------------------------------------------------------------------------------------
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 34 Chairman, Rittenhouse Advisors, LLC (consulting firm) since 2001.
Rittenhouse Advisors, LLC 1993. 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 Scouts
DOB: 8/2/29 of America (1985-present), The Academy of Political Science (Vice
Chairman) (1985-present), Urstadt Biddle Property Corp.
(1989-present), The Harlem Youth Development Foundation (1998-2002).
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-present), Union Pacific Corp. (1978-2002), BlackRock Freddie Mac
Mortgage Securities Fund (Advisory Director) (1990-2000), Accuhealth
(1994-2002).
- ------------------------------------------------------------------------------------------------------------------------------------
Harry Dalzell-Payne Served since 34 Currently retired.
The Flat, Elmore Court 1993.
Elmore, GL05, GL2 3NT
U.K.
DOB: 8/9/29
- ------------------------------------------------------------------------------------------------------------------------------------
Francis E. Jeffries Served since 27 Director, The Empire District Electric Company (1984-present).
8477 Bay Colony Dr. #902 1995. Director (1989-1997), Chairman of the Board (1993-1997), Phoenix
Naples, FL 34108 Investment Partners, Ltd.
DOB: 9/23/30
- ------------------------------------------------------------------------------------------------------------------------------------
Leroy Keith, Jr. Served since 24 Partner, Stonington Partners, Inc. (private equity fund) since 2001.
Stonington Partners, Inc. 1986. Chairman (1995 to 2000) and Chief Executive Officer (1995-1998),
736 Market Street, Ste. 1430 Carson Products Company (cosmetics). Director/Trustee, Evergreen Funds
Chattanooga, TN 37402 (six portfolios).
DOB: 2/14/39
- ------------------------------------------------------------------------------------------------------------------------------------
Geraldine M. McNamara Served since 34 Managing Director, U.S. Trust Company of New York (private bank)
U.S. Trust Company of 2001. (1982-present).
New York
11 West 54th Street
New York, NY 10019
DOB: 4/17/51
- ------------------------------------------------------------------------------------------------------------------------------------
13
FUND MANAGEMENT (CONTINUED)
INDEPENDENT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
Everett L. Morris Served since 34 Currently retired. Vice President, W.H. Reaves and Company (investment
164 Laird Road 1995. management) (1993-2003).
Colts Neck, NJ 07722
DOB: 5/26/28
- ------------------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson Served since 24 Managing Director, Northway Management Company (1998-present).
Northway Management Company 1993. Managing Director, Mullin Associates (1993-1998).
164 Mason Street
Greenwich, CT 06830
DOB: 2/16/46
- ------------------------------------------------------------------------------------------------------------------------------------
Lowell P. Weicker, Jr. Served since 24 Director, UST, Inc. (1995-present), HPSC Inc. (1995-present),
200 Duke Street 1995. Compuware (1996-present) and WWF, Inc. (2000-present). President, The
Alexandria, VA 22314 Trust for America's Health (non-profit) (2001-present). Director, Duty
DOB: 5/16/31 Free International, Inc. (1997-1998).
- ------------------------------------------------------------------------------------------------------------------------------------
14
FUND MANAGEMENT (CONTINUED)
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
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
- ------------------------------------------------------------------------------------------------------------------------------------
*Marilyn E. LaMarche Served since 27 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
DOB: 5/11/34
- ------------------------------------------------------------------------------------------------------------------------------------
**Philip R. McLoughlin Served since 78 Consultant, Phoenix Investment Partners Ltd. (2002-present). Director,
DOB: 10/23/46 1989. PXRE Corporation (Delaware) (1985-present), World Trust Fund
(1991-present). Chairman (1997-2002), Director (1995-2002), Vice
Chairman and President Chairman (1995-1997) and Chief Executive Officer (1995-2002), Phoenix
Investment Partners, Ltd. Director and Executive Vice President, The
Phoenix Companies, Inc. (2000-2002). Director (1994-2002) and
Executive Vice President, Investments (1987-2002), Phoenix Life
Insurance Company. Director (1983-2002) and Chairman (1995-2002),
Phoenix Investment Counsel, Inc. Director (1982-2002) and President
(1990-2000), Phoenix Equity Planning Corporation. Chairman and
President, Phoenix/Zweig Advisers LLC (1999-2002). Director
(2001-2002) and President (April 2002-September 2002), Phoenix
Investment Management Company. Director and Executive Vice President,
Phoenix Life and Annuity Company (1996-2002). Director (1995-2000) and
Executive Vice President (1994-2002), PHL Variable Insurance Company.
Director, Phoenix National Trust Holding Company (2001-2002). Director
(1985-2002) and Vice President (1986-2002), PM Holdings, Inc.
Director, W.S. Griffith Associates, Inc. (1995-2002). Director
(1992-2002) and President (1993-1994), W.S. Griffith Securities, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
***James M. Oates Served since 29 Chairman, Hudson Castle Group, Inc. (formerly IBEX Capital Markets
Hudson Castle Group, Inc. 1987. 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 Corporation
50 Congress Street (1995-present), Plymouth Rubber Co. (1995-present), Stifel Financial
Suite 1000 (1996-present), Connecticut River Bancorp (1998-present), Connecticut
Boston, MA 02109 River Bank (1998-present), 1Mind, Inc. (1999-present) and 1Mind.com
DOB: 5/31/46 (2000-present). Director and Treasurer, Endowment for Health, Inc.
(2000-present). Chairman, Emerson Investment Management, Inc.
(2000-present). Member, Chief Executives Organization (1996-present).
Vice Chairman, Massachusetts Housing Partnership (1998-1999).
Director, Blue Cross and Blue Shield of New Hampshire (1994-1999), AIB
Govett Funds (1991-2000) and Command Systems, Inc. (1998-2000).
Director, Phoenix Investment Partners, Ltd. (1995-2001).
- ------------------------------------------------------------------------------------------------------------------------------------
<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 Phoenix Investment
Partners, Ltd. and its affiliates.
*** 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>
15
FUND MANAGEMENT (CONTINUED)
OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
POSITION(S) HELD WITH
NAME, ADDRESS AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH TIME SERVED DURING PAST 5 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
William R. Moyer Executive Vice President Executive Vice President (1999-present) Senior Vice President
DOB: 8/16/44 since 1996. (1995-1999), Chief Financial Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1998-present), Executive Vice
President, Chief Financial Officer and Treasurer (2000-present),
Senior Vice President and Chief Financial Officer (1996-2000), Phoenix
Equity Planning Corporation. Director (1998-present), Senior Vice
President, Chief Financial Officer and Treasurer (1996-present),
Phoenix Investment Counsel, Inc. Director (2000-present), Executive
Vice President (2000-present), Treasurer (1996-present), Senior Vice
President (2000-2002), Duff & Phelps Investment Management Co.
Executive Vice President, Phoenix Fund Complex (1990-present).
- ------------------------------------------------------------------------------------------------------------------------------------
John F. Sharry Executive Vice President Executive Vice President, Phoenix Investment Partners, Ltd.
DOB: 3/28/52 since 1998. (1998-present), President, Phoenix Equity Planning Corporation
(2000-present). Executive Vice President, Phoenix Fund Complex
(1998-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy G. Curtiss Treasurer since 1996. Vice President, Fund Accounting (1994-2000), Treasurer (1996-2000),
DOB: 11/24/52 Assistant Treasurer (2001-2003), Vice President, Operations
(2003-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Fund Complex (1994-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Richard J. Wirth Secretary since 2002; Vice President and Insurance and Investment Products Counsel
One American Row Chief Legal Officer (2002-present), Counsel (1993-2002), Phoenix Life Insurance Company.
Hartford, CT 06102 since 2003. Director (2003-present), President (2003-present), Assistant Secretary
DOB: 11/14/58 (2002-present), Phoenix Variable Advisors, Inc. Secretary
(2002-present), Chief Legal Officer (2003-present), Phoenix Fund
Complex.
- ------------------------------------------------------------------------------------------------------------------------------------
16
PHOENIX PARTNER SELECT FUNDS
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
Nancy G. Curtiss, Treasurer
Richard J. Wirth, Chief Legal Officer and Secretary
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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
TRANSFER AGENT
Phoenix Equity Planning Corporation
56 Prospect Street
Hartford, Connecticut 06115-0480
CUSTODIAN
State Street Bank and Trust Company
P.O. Box 5501
Boston, Massachusetts 02206-5501
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP
125 High 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
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[GRAPHIC OMITTED]
---------------
PRESORTED
STANDARD
U.S. POSTAGE
PAID
LOUISVILLE, KY
PERMIT NO. 1051
---------------
PHOENIX EQUITY PLANNING CORPORATION
P.O. BOX 150480
HARTFORD, CT 06115-0480
[GRAPHIC OMITTED]
PHOENIX
INVESTMENT PARTNERS, LTD.
A MEMBER OF THE PHOENIX COMPANIES, INC.
For more information about Phoenix mutual funds, please call your financial
representative or contact us at 1-800-243-4361 or PHOENIXINVESTMENTS.COM.
NOT INSURED BY FDIC/NCUA OR ANY FEDERAL GOVERNMENT AGENCY.
NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE.
PXP 1803 (3/04)
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
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. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR
240.14a-101), or this Item.
ITEM 10. 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
Securities Exchange Act of 1934, as amended (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 11. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 are attached hereto.
(a)(3) Not applicable.
(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 Partner Select Funds
-----------------------------------------------------------
By (Signature and Title)* /s/ Philip R. McLoughlin
----------------------------------------------
Philip R. McLoughlin, Chairman
(principal executive officer)
Date March 30, 2004
-------------------------------------------------------------------
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 March 30, 2004
-------------------------------------------------------------------
By (Signature and Title)* /s/ Nancy G. Curtiss
----------------------------------------------
Nancy G. Curtiss, Treasurer
(principal financial officer)
Date March 30, 2004
-------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.