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 ---------- Phoenix Equity Series Fund ------------------------------------------------------ (Exact name of registrant as specified in charter) 101 Munson Street Greenfield, MA 01301-9668 --------------------------- -------------------------- (Address of principal executive offices) (Zip code) Kevin J. Carr, Esq. Vice President, Chief Legal Officer, John H. Beers, Esq. Counsel and Secretary for Registrant Vice President and Counsel Phoenix Life Insurance Company Phoenix Life Insurance Company One American Row One American Row Hartford, CT 06103-2899 Hartford, CT 06103-2899 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (800) 243-1574 -------------- Date of fiscal year end: August 31 --------- Date of reporting period: February 29, 2008 ----------------- 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, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. - -------------------------------------------------------------------------------- [LOGO OMITTED] PHOENIX - -------------------------------------------------------------------------------- SEMIANNUAL REPORT Phoenix Growth & Income Fund | | WOULDN'T YOU RATHER HAVE THIS | | DOCUMENT E-MAILED TO YOU? | | ELIGIBLE SHAREHOLDERS CAN TRUST NAME: | | SIGN UP FOR E-DELIVERY AT PHOENIX EQUITY SERIES FUND | February 29, 2008 | PHOENIXFUNDS.COM - -------------------------------------------------------------------------------- NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE TABLE OF CONTENTS Message to Shareholders ............................................... 1 Disclosure of Fund Expenses ........................................... 2 Portfolio Summary by Investment Sectors ............................... 3 Phoenix Growth & Income Fund .......................................... 3 Notes to Financial Statements ......................................... 12 Board of Trustees' Consideration of Investment Advisory Agreement ..... 16 - -------------------------------------------------------------------------------- PROXY VOTING INFORMATION (FORM N-PX) The adviser and subadvisers vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Trust's Board of Trustees. You may obtain a description of these procedures, along with information regarding how the Funds voted proxies during the most recent 12-month period ended June 30, 2007, free of charge, by calling toll-free 1-800-243-1574. This information is also available through the Securities and Exchange Commission's website at http://www.sec.gov. FORM N-Q INFORMATION The Trust files a complete schedule of portfolio holdings for each Fund with the Securities and Exchange Commission (the "SEC") for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC's website at http://www.sec.gov. Form N-Q may be reviewed and copied at the SEC's Public Reference Room. Information on the operation of the SEC's Public Reference Room can be obtained by calling toll-free 1-800-SEC-0330. - -------------------------------------------------------------------------------- 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, each Fund's record and other pertinent information. MESSAGE TO SHAREHOLDERS DEAR PHOENIXFUNDS SHAREHOLDER: We are pleased to provide this report for the six months ended February 29, 2008. It includes valuable information about your Phoenix mutual fund(s)--such as performance and fee-related data, and information about the fund's portfolio holdings and transactions for the reporting period. At Phoenix, we are committed to helping investors succeed over the long term and we strive to provide investors with choice. The Phoenix family of funds offers a wide array of investment options to help make diversification easy. Our multi-manager, multi-style approach gives you access to a complete suite of investment products, including numerous equity, fixed income and money market funds. We are proud to offer this diversified portfolio of funds managed by more than a dozen accomplished independent investment managers--many of whom were previously only available to large institutional investors. Their investment expertise allows us to offer a variety of styles, including growth, value and core products, along with asset allocation funds and alternative investments. Phoenix is also committed to providing you best-in-class service. Whether you need to check your account value or transfer funds, our customer service team stands ready to provide superior, dependable assistance to help you make informed decisions. Because we offer such an extensive selection of investment options, it's important that you consult an experienced financial professional for help reviewing or rebalancing your portfolio on a regular basis. A regular "checkup" can be an excellent way to help ensure that your investments are aligned with your financial goals. As president of Phoenix Investment Partners, Ltd., I would like to thank you for entrusting your assets with us. It's our privilege to serve you. Sincerely, /s/ George R. Aylward - ----------------------------------- George R. Aylward President, PhoenixFunds MARCH 2008 1 PHOENIX GROWTH & INCOME FUND DISCLOSURE OF FUND EXPENSES (UNAUDITED) (FOR THE SIX-MONTH PERIOD OF SEPTEMBER 1, 2007 TO FEBRUARY 29, 2008) We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares, if applicable; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund's costs in two ways. ACTUAL EXPENSES This section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES This section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second section of the accompanying tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. EXPENSE TABLE - -------------------------------------------------------------------------------- Beginning Ending Expenses Account Account Annualized Paid Value Value Expense During September 1, 2007 February 29, 2008 Ratio Period* - -------------------------------------------------------------------------------- PHOENIX GROWTH & INCOME FUND - -------------------------------------------------------------------------------- ACTUAL Class A $1,000.00 $ 926.40 1.39% $ 6.66 Class B 1,000.00 922.50 2.12 10.13 Class C 1,000.00 922.50 2.13 10.18 Class I++ 1,000.00 912.20 1.22 3.44 HYPOTHETICAL (5% RETURN BEFORE EXPENSES) Class A 1,000.00 1,017.87 1.39 7.00 Class B 1,000.00 1,014.19 2.12 10.67 Class C 1,000.00 1,014.14 2.13 10.72 Class I++ 1,000.00 1,018.72 1.22 6.14 * EXPENSES ARE EQUAL TO THE FUND'S ANNUALIZED EXPENSE WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (182) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 366 TO REFLECT THE ONE-HALF YEAR PERIOD. ++ INCEPTION DATE IS NOVEMBER 13, 2007. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 2 PHOENIX GROWTH & INCOME FUND --------------------------------------------------- SECTOR WEIGHTINGS* Financials 20% Information Technology 16% Energy 14% Industrials 12% Health Care 11% Consumer Discretionary 9% Consumer Staples 8% Other (includes short-term investments) 10% *As a % of total investments. --------------------------------------------------- SCHEDULE OF INVESTMENTS FEBRUARY 29, 2008 (UNAUDITED) VALUE SHARES (000) -------- -------- DOMESTIC COMMON STOCKS--97.8% AEROSPACE & DEFENSE--5.1% Boeing Co. (The) ............................... 35,000 $ 2,898 General Dynamics Corp. ......................... 8,200 671 Honeywell International, Inc. .................. 29,800 1,715 Lockheed Martin Corp. .......................... 22,800 2,353 Northrop Grumman Corp. ......................... 13,700 1,077 Raytheon Co. ................................... 15,600 1,011 United Technologies Corp. ...................... 54,300 3,829 -------- 13,554 -------- AIR FREIGHT & LOGISTICS--0.2% United Parcel Service, Inc. Class B ............ 9,300 653 AIRLINES--0.1% AMR Corp.(b) ................................... 18,700 240 Continental Airlines, Inc. Class B(b) .......... 6,700 162 -------- 402 -------- APPAREL RETAIL--0.5% Abercrombie & Fitch Co. Class A ................ 2,100 163 Aeropostale, Inc.(b) ........................... 5,700 153 Gap, Inc. (The) ................................ 42,800 863 Men's Wearhouse, Inc. (The) .................... 7,600 175 -------- 1,354 -------- APPAREL, ACCESSORIES & LUXURY GOODS--0.4% Coach, Inc.(b) ................................. 13,100 397 VF Corp. ....................................... 8,000 609 -------- 1,006 -------- VALUE SHARES (000) -------- -------- ASSET MANAGEMENT & CUSTODY BANKS--3.6% American Capital Strategies Ltd. ............... 6,100 $ 221 Ameriprise Financial, Inc. ..................... 13,700 694 Bank of New York Mellon Corp. (The) ............ 44,254 1,941 Federated Investors, Inc. Class B .............. 14,700 597 Franklin Resources, Inc. ....................... 14,300 1,350 Legg Mason, Inc. ............................... 10,100 667 Northern Trust Corp. ........................... 18,800 1,271 SEI Investments Co. ............................ 22,100 553 State Street Corp. ............................. 26,800 2,105 -------- 9,399 -------- AUTO PARTS & EQUIPMENT--0.3% Lear Corp.(b) .................................. 30,500 841 AUTOMOBILE MANUFACTURERS--0.2% Ford Motor Co.(b) .............................. 40,100 262 Thor Industries, Inc. .......................... 8,300 253 -------- 515 -------- BIOTECHNOLOGY--0.8% Cephalon, Inc.(b) .............................. 15,800 953 OSI Pharmaceuticals, Inc.(b) ................... 31,500 1,133 -------- 2,086 -------- BREWERS--0.7% Anheuser-Busch Cos., Inc. ...................... 36,600 1,724 BROADCASTING & CABLE TV--0.5% CBS Corp. Class B .............................. 61,800 1,410 COAL & CONSUMABLE FUELS--0.4% Massey Energy Co. .............................. 29,500 1,129 See Notes to Financial Statements 3 Phoenix Growth & Income Fund VALUE SHARES (000) -------- -------- COMMERCIAL PRINTING--0.3% Donnelley (R.R.) & Sons Co. .................... 22,400 $ 713 COMMUNICATIONS EQUIPMENT--1.9% Cisco Systems, Inc.(b) ......................... 179,300 4,370 Corning, Inc. .................................. 11,600 269 JDS Uniphase Corp.(b) .......................... 28,900 380 -------- 5,019 -------- COMPUTER & ELECTRONICS RETAIL--0.6% Best Buy Co., Inc. ............................. 22,200 955 RadioShack Corp. ............................... 30,500 532 -------- 1,487 -------- COMPUTER HARDWARE--4.2% Hewlett-Packard Co. ............................ 92,200 4,404 International Business Machines Corp. .......... 56,300 6,410 NCR Corp.(b) ................................... 9,600 213 -------- 11,027 -------- COMPUTER STORAGE & PERIPHERALS--0.5% Emulex Corp.(b) ................................ 32,000 476 Network Appliance, Inc.(b) ..................... 26,400 571 QLogic Corp.(b) ................................ 18,500 293 -------- 1,340 -------- CONSTRUCTION & ENGINEERING--0.2% Perini Corp.(b) ................................ 12,700 476 CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS--0.6% AGCO Corp.(b) .................................. 12,200 791 Cummins, Inc. .................................. 4,400 222 Toro Co. (The) ................................. 11,000 530 -------- 1,543 -------- CONSUMER FINANCE--0.3% American Express Co. ........................... 17,800 753 DATA PROCESSING & OUTSOURCED SERVICES--0.9% Automatic Data Processing, Inc. ................ 33,200 1,326 Electronic Data Systems Corp. .................. 40,900 709 Metavante Technologies, Inc.(b) ................ 21,000 455 -------- 2,490 -------- DISTRIBUTORS--0.2% Genuine Parts Co. .............................. 13,800 569 DIVERSIFIED BANKS--1.4% U.S. Bancorp ................................... 20,800 666 Wells Fargo & Co. .............................. 102,000 2,982 -------- 3,648 -------- VALUE SHARES (000) -------- -------- DIVERSIFIED CHEMICALS--1.4% Dow Chemical Co. (The) ......................... 22,500 $ 848 Du Pont (E.I.) de Nemours & Co. ................ 41,100 1,908 PPG Industries, Inc. ........................... 15,500 961 -------- 3,717 -------- DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES--0.3% Dun & Bradstreet Corp. ......................... 8,000 699 DIVERSIFIED METALS & MINING--0.4% Southern Copper Corp. .......................... 8,800 1,004 ELECTRIC UTILITIES--1.4% FirstEnergy Corp. .............................. 46,200 3,123 Progress Energy, Inc. .......................... 14,600 612 -------- 3,735 -------- ELECTRICAL COMPONENTS & EQUIPMENT--1.1% Acuity Brands, Inc. ............................ 4,100 182 Emerson Electric Co. ........................... 48,900 2,492 GrafTech International Ltd.(b) ................. 10,300 165 -------- 2,839 -------- ELECTRONIC EQUIPMENT MANUFACTURERS--0.2% Agilent Technologies, Inc.(b) .................. 21,700 664 ELECTRONIC MANUFACTURING SERVICES--0.2% Tyco Electronics Ltd. .......................... 14,100 464 ENVIRONMENTAL & FACILITIES SERVICES--0.4% Allied Waste Industries, Inc.(b) ............... 19,400 201 Waste Management, Inc. ......................... 24,100 791 -------- 992 -------- FERTILIZERS & AGRICULTURAL CHEMICALS--0.2% Terra Industries, Inc.(b) ....................... 10,000 452 FOOD RETAIL--0.5% Kroger Co. (The) ............................... 31,000 752 SUPERVALU, Inc. ................................ 18,500 485 -------- 1,237 -------- FOOTWEAR--0.6% Nike, Inc. Class B ............................. 25,800 1,553 GENERAL MERCHANDISE STORES--0.1% Big Lots, Inc.(b) .............................. 19,000 320 HEALTH CARE EQUIPMENT--0.6% Baxter International, Inc. ..................... 26,900 1,588 HEALTH CARE SERVICES--0.1% Medco Health Solutions, Inc.(b) ................ 4,500 199 HOME IMPROVEMENT RETAIL--0.2% Sherwin-Williams Co. (The) ..................... 9,800 507 See Notes to Financial Statements 4 Phoenix Growth & Income Fund VALUE SHARES (000) -------- -------- HOUSEHOLD APPLIANCES--0.3% Stanley Works (The) ............................ 9,600 $ 466 Whirlpool Corp. ................................ 5,200 439 -------- 905 -------- HOUSEHOLD PRODUCTS--1.3% Clorox Co. (The) ............................... 25,000 1,455 Kimberly-Clark Corp. ........................... 9,900 645 Procter & Gamble Co. (The) ..................... 18,700 1,238 -------- 3,338 -------- HOUSEWARES & SPECIALTIES--0.2% Newell Rubbermaid, Inc. ........................ 22,300 506 HYPERMARKETS & SUPER CENTERS--0.8% BJ's Wholesale Club, Inc.(b) ................... 22,800 720 Wal-Mart Stores, Inc. .......................... 28,200 1,398 -------- 2,118 -------- INDUSTRIAL CONGLOMERATES--1.3% 3M Co. ......................................... 6,800 533 General Electric Co. ........................... 15,800 524 Teleflex, Inc. ................................. 6,200 350 Tyco International Ltd. ........................ 49,025 1,964 -------- 3,371 -------- INDUSTRIAL MACHINERY--1.4% Dover Corp. .................................... 13,100 544 Eaton Corp. .................................... 23,300 1,879 Gardner Denver, Inc.(b) ........................ 8,600 317 Parker Hannifin Corp. .......................... 15,650 1,011 -------- 3,751 -------- INSURANCE BROKERS--0.3% AON Corp. ...................................... 19,800 824 INTEGRATED OIL & GAS--10.2% Chevron Corp. .................................. 18,000 1,560 ConocoPhillips ................................. 57,200 4,731 Exxon Mobil Corp. .............................. 151,900 13,217 Marathon Oil Corp. ............................. 10,600 563 Occidental Petroleum Corp. ..................... 87,000 6,731 -------- 26,802 -------- INTEGRATED TELECOMMUNICATION SERVICES--3.5% AT&T, Inc. ..................................... 185,635 6,466 Qwest Communications International, Inc. ....... 69,300 374 Verizon Communications, Inc. ................... 32,900 1,195 Windstream Corp. ............................... 107,000 1,258 -------- 9,293 -------- VALUE SHARES (000) -------- -------- INTERNET RETAIL--0.3% Expedia, Inc.(b) ............................... 8,200 $ 188 IAC/InterActiveCorp.(b) ........................ 27,200 541 -------- 729 -------- INTERNET SOFTWARE & SERVICES--0.7% eBay, Inc.(b) .................................. 68,000 1,793 INVESTMENT BANKING & BROKERAGE--1.1% Charles Schwab Corp. (The) ..................... 27,200 534 Goldman Sachs Group, Inc. (The) ................ 10,100 1,713 TD Ameritrade Holding Corp.(b) ................. 30,500 558 -------- 2,805 -------- LEISURE PRODUCTS--0.1% Hasbro, Inc. ................................... 9,000 232 LIFE & HEALTH INSURANCE--3.7% AFLAC, Inc. .................................... 21,100 1,317 Lincoln National Corp. ......................... 26,900 1,375 MetLife, Inc. .................................. 58,500 3,408 Principal Financial Group, Inc. (The) .......... 23,000 1,270 Prudential Financial, Inc. ..................... 27,100 1,977 StanCorp Financial Group, Inc. ................. 4,700 231 Unum Group ..................................... 8,500 195 -------- 9,773 -------- LIFE SCIENCES TOOLS & SERVICES--0.4% Invitrogen Corp.(b) ............................ 6,700 566 Thermo Fisher Scientific, Inc.(b) .............. 8,900 498 -------- 1,064 -------- MANAGED HEALTH CARE--2.2% Aetna, Inc. .................................... 32,200 1,597 CIGNA Corp. .................................... 21,900 976 Coventry Health Care, Inc.(b) .................. 5,100 265 UnitedHealth Group, Inc. ....................... 29,300 1,362 WellPoint, Inc.(b) ............................. 21,100 1,479 -------- 5,679 -------- METAL & GLASS CONTAINERS--0.3% Ball Corp. ..................................... 5,800 256 Owens-Illinois, Inc.(b) ........................ 7,800 440 -------- 696 -------- MORTGAGE REITS--0.8% Annaly Capital Management, Inc. ................ 70,100 1,450 iStar Financial, Inc. .......................... 31,000 611 -------- 2,061 -------- See Notes to Financial Statements 5 Phoenix Growth & Income Fund VALUE SHARES (000) -------- -------- MOVIES & ENTERTAINMENT--2.8% Time Warner, Inc. .............................. 133,800 $ 2,088 Viacom, Inc. Class B(b) ........................ 60,100 2,389 Walt Disney Co. (The) .......................... 91,600 2,969 -------- 7,446 -------- MULTI-LINE INSURANCE--1.6% American International Group, Inc. ............. 81,000 3,796 Genworth Financial, Inc. Class A ............... 8,000 185 Hartford Financial Services Group, Inc. (The) .. 4,800 336 -------- 4,317 -------- MULTI-UTILITIES--1.0% Consolidated Edison, Inc. ...................... 14,000 572 Public Service Enterprise Group, Inc. .......... 47,800 2,108 -------- 2,680 -------- OFFICE ELECTRONICS--0.1% Xerox Corp. .................................... 12,100 178 OIL & GAS DRILLING--0.9% ENSCO International, Inc. ...................... 5,700 341 Transocean, Inc.(b) ............................ 14,800 2,080 -------- 2,421 -------- OIL & GAS EQUIPMENT & SERVICES--1.0% Dresser-Rand Group, Inc.(b) .................... 11,600 395 National Oilwell Varco, Inc.(b) ................ 27,100 1,688 Tidewater, Inc. ................................ 12,000 674 -------- 2,757 -------- OIL & GAS EXPLORATION & PRODUCTION--0.6% Devon Energy Corp. ............................. 2,800 287 Noble Energy, Inc. ............................. 3,200 248 Stone Energy Corp.(b) .......................... 6,900 350 W&T Offshore, Inc. ............................. 19,500 692 -------- 1,577 -------- OIL & GAS REFINING & MARKETING--0.4% Valero Energy Corp. ............................ 17,800 1,028 OTHER DIVERSIFIED FINANCIAL SERVICES--4.4% Bank of America Corp. .......................... 151,900 6,037 Citigroup, Inc. ................................ 17,401 413 JPMorgan Chase & Co. ........................... 126,800 5,154 -------- 11,604 -------- PAPER PACKAGING--0.5% Packaging Corp. of America ..................... 23,000 524 Sonoco Products Co. ............................ 24,400 688 -------- 1,212 -------- VALUE SHARES (000) -------- -------- PERSONAL PRODUCTS--0.2% NBTY, Inc.(b) .................................. 16,600 $ 474 PHARMACEUTICALS--7.3% Abbott Laboratories ............................ 7,600 407 Bristol-Myers Squibb Co. ....................... 74,900 1,693 Endo Pharmaceuticals Holdings, Inc.(b) ......... 14,100 370 Forest Laboratories, Inc.(b) ................... 23,100 919 Johnson & Johnson .............................. 91,200 5,651 King Pharmaceuticals, Inc.(b) .................. 14,900 158 Lilly (Eli) & Co. .............................. 11,700 585 Merck & Co., Inc. .............................. 95,800 4,244 Pfizer, Inc. ................................... 211,900 4,721 Wyeth .......................................... 13,800 602 -------- 19,350 -------- PHOTOGRAPHIC PRODUCTS--0.1% Eastman Kodak Co. .............................. 17,000 289 PROPERTY & CASUALTY INSURANCE--1.5% Chubb Corp. (The) .............................. 9,900 504 Cincinnati Financial Corp. ..................... 9,600 357 Mercury General Corp. .......................... 12,700 579 Philadelphia Consolidated Holding Co.(b) ....... 5,800 196 Travelers Cos., Inc. (The) ..................... 48,800 2,265 -------- 3,901 -------- RAILROADS--0.2% Norfolk Southern Corp. ......................... 11,800 624 REAL ESTATE MANAGEMENT & DEVELOPMENT--0.1% Jones Lang LaSalle, Inc. ....................... 3,000 229 REGIONAL BANKS--0.9% Bank of Hawaii Corp. ........................... 3,500 168 Fifth Third Bancorp ............................ 19,600 449 KeyCorp ........................................ 22,700 500 National City Corp. ............................ 28,800 457 Regions Financial Corp. ........................ 25,500 541 SunTrust Banks, Inc. ........................... 5,100 296 -------- 2,411 -------- RESTAURANTS--1.3% McDonald's Corp. ............................... 63,200 3,420 SEMICONDUCTOR EQUIPMENT--0.9% Applied Materials, Inc. ........................ 78,700 1,509 MEMC Electronic Materials, Inc.(b) ............. 6,500 496 Novellus Systems, Inc.(b) ...................... 22,800 503 -------- 2,508 -------- See Notes to Financial Statements 6 Phoenix Growth & Income Fund VALUE SHARES (000) -------- -------- SEMICONDUCTORS--2.1% Amkor Technology, Inc.(b) ...................... 27,200 $ 318 Integrated Device Technology, Inc.(b) .......... 38,000 319 Intel Corp. .................................... 128,900 2,572 NVIDIA Corp.(b) ................................ 30,500 652 Texas Instruments, Inc. ........................ 51,900 1,555 -------- 5,416 -------- SOFT DRINKS--1.7% Coca-Cola Co. (The) ............................ 29,300 1,713 Coca-Cola Enterprises, Inc. .................... 63,700 1,556 Pepsi Bottling Group, Inc. (The) ............... 30,500 1,037 PepsiCo, Inc. .................................. 2,600 181 -------- 4,487 -------- SPECIALIZED REITS--0.2% Host Hotels & Resorts, Inc. .................... 22,400 362 Sunstone Hotel Investors, Inc. ................. 10,900 171 -------- 533 -------- SPECIALTY CHEMICALS--0.4% H.B. Fuller Co. ................................ 13,700 312 Lubrizol Corp. (The) ........................... 13,900 810 -------- 1,122 -------- STEEL--0.4% AK Steel Holding Corp. ......................... 19,400 1,021 SYSTEMS SOFTWARE--4.3% BMC Software, Inc.(b) .......................... 15,100 487 McAfee, Inc.(b) ................................ 7,100 236 Microsoft Corp. ................................ 259,100 7,053 Oracle Corp.(b) ................................ 133,300 2,506 Symantec Corp.(b) .............................. 69,100 1,164 -------- 11,446 -------- TECHNOLOGY DISTRIBUTORS--0.1% Arrow Electronics, Inc.(b) ..................... 4,500 147 VALUE SHARES (000) -------- -------- TOBACCO--2.2% Altria Group, Inc. ............................. 34,200 $ 2,501 Loews Corp. - Carolina Group ................... 25,200 1,897 Reynolds American, Inc. ........................ 4,500 287 Universal Corp. ................................ 20,500 1,167 -------- 5,852 -------- WIRELESS TELECOMMUNICATION SERVICES--0.1% Telephone & Data Systems, Inc. ................. 7,700 361 - ----------------------------------------------------------------------------- TOTAL DOMESTIC COMMON STOCKS (IDENTIFIED COST $214,481) 257,659 - ----------------------------------------------------------------------------- FOREIGN COMMON STOCKS(c)--1.4% AUTO PARTS & EQUIPMENT--0.1% Autoliv, Inc. (Sweden) ......................... 7,700 385 COMPUTER STORAGE & PERIPHERALS--0.2% Seagate Technology (Singapore) ................. 26,200 565 INDUSTRIAL MACHINERY--0.1% Ingersoll-Rand Co., Ltd. Class A (United States) ................................ 6,400 268 IT CONSULTING & OTHER SERVICES--0.6% Accenture Ltd. Class A (United States) ......... 40,800 1,438 PERSONAL PRODUCTS--0.2% Herbalife Ltd. (United States) ................. 14,800 619 PROPERTY & CASUALTY INSURANCE--0.2% XL Capital Ltd. Class A (United States) ........ 14,200 512 - ----------------------------------------------------------------------------- TOTAL FOREIGN COMMON STOCKS (IDENTIFIED COST $4,528) 3,787 - ----------------------------------------------------------------------------- TOTAL LONG TERM INVESTMENTS--99.2% (IDENTIFIED COST $219,009) 261,446 - ----------------------------------------------------------------------------- TOTAL INVESTMENTS--99.2% (IDENTIFIED COST $219,009) 261,446(a) Other assets and liabilities, net--0.8% 2,053 -------- NET ASSETS--100.0% $263,499 ======== ABBREVIATIONS: REIT -- Real Estate Investment Trust FOOTNOTE LEGEND: (a) Federal Income Tax Information (reported in 000s): Net unrealized appreciation of investment securities is comprised of gross appreciation of $54,923 and gross depreciation of $14,132 for federal income tax purposes. At February 29, 2008, the aggregate cost of securities for federal income tax purposes was $220,655. (b) Non-income producing. (c) A security is considered to be foreign if the security is issued in a foreign country. The country of risk, noted parenthetically, is determined based on criteria described in Note 2F, "Foreign security country determination" in the Notes to Financial Statements. See Notes to Financial Statements 7 Phoenix Growth & Income Fund STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 29, 2008 (UNAUDITED) (Reported in thousands except per share amounts) ASSETS Investment securities at value (Identified cost $219,009) $261,446 Receivables Investment securities sold 3,561 Dividends 613 Fund shares sold 41 Prepaid expenses 33 Other assets 23 -------- Total assets 265,717 -------- LIABILITIES Cash overdraft 306 Payables Investment securities purchased 1,090 Fund shares repurchased 424 Investment advisory fee 125 Distribution and service fees 88 Transfer agent fee 70 Professional fee 27 Trustee deferred compensation plan 23 Administration fee Trustees' fee --* Other accrued expenses 45 -------- Total liabilities 2,218 -------- NET ASSETS $263,499 ======== NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $259,879 Undistributed net investment income 739 Accumulated net realized loss (39,556) Net unrealized appreciation 42,437 -------- NET ASSETS $263,499 ======== CLASS A Net asset value per share $16.71 Offfering price per share $16.71/(1-5.75%) $17.73 Shares of beneficial interest outstanding, no par value, unlimited authorization 10,200 Net Assets $170,482 CLASS B Net asset value and offering price per share $15.95 Shares of beneficial interest outstanding, no par value, unlimited authorization 1,118 Net Assets $ 17,830 CLASS C Net asset value and offering price per share $15.96 Shares of beneficial interest outstanding, no par value, unlimited authorization 2,984 Net Assets $ 47,621 CLASS I Net asset value and offering price per share $16.73 Shares of beneficial interest outstanding, no par value, unlimited authorization 1,648 Net Assets $ 27,566 STATEMENT OF OPERATIONS SIX MONTHS ENDED FEBRUARY 29, 2008 (UNAUDITED) (Reported in thousands) INVESTMENT INCOME Dividends $ 2,864 Interest 40 Security lending 4 -------- Total investment income 2,908 -------- EXPENSES Investment advisory fee 1,047 Service fees, Class A 232 Distribution and service fees, Class B 110 Distribution and service fees, Class C 262 Administration fee 116 Transfer agent 250 Professional 131 Printing 51 Trustees 48 Custodian 35 Registration 29 Miscellaneous 14 -------- Total expenses 2,325 Less expenses reimbursed by investment adviser (179) Custodian fees paid indirectly --* -------- Net expenses 2,146 -------- NET INVESTMENT INCOME (LOSS) 762 -------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 2,240 Net change in unrealized appreciation (depreciation) on investments (24,602) -------- NET GAIN (LOSS) ON INVESTMENTS (22,362) -------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(21,600) ======== *Amount is less than $500. See Notes to Financial Statements 8 Phoenix Growth & Income Fund STATEMENT OF CHANGES IN NET ASSETS Six Months Ended February 29, 2008 Year Ended (Unaudited) August 31, 2007 -------------------- ---------------- (Reported in thousands) FROM OPERATIONS Net investment income (loss) $ 762 $ 942 Net realized gain (loss) 2,240 28,032 Net change in unrealized appreciation (depreciation) (24,602) 7,072 -------- -------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (21,600) 36,046 -------- -------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class A (457) (1,813) Net investment income, Class B (29) (69) Net investment income, Class C (65) (105) -------- -------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (551) (1,987) -------- -------- FROM SHARE TRANSACTIONS CLASS A Proceeds from shares sold (461 and 1,909 shares, respectively) 8,357 33,944 Net asset value of shares issued from reinvestment of distributions (21 and 95 shares, respectively) 397 1,668 Proceeds from shares issued in conjunction with Plan of Reorganization (309 and 0 shares, respectively) (See Note 9) 5,597 -- Cost of shares repurchased (1,014 and 2,124 shares, respectively) (18,231) (37,243) -------- -------- Total (3,880) (1,631) -------- -------- CLASS B Proceeds from shares sold (35 and 115 shares, respectively) 607 1,935 Net asset value of shares issued from reinvestment of distributions (2 and 4 shares, respectively) 26 63 Proceeds from shares issued in conjunction with Plan of Reorganization (74 and 0 shares, respectively) (See Note 9) 1,285 -- Cost of shares repurchased (422 and 1,433 shares, respectively) (7,270) (23,995) -------- -------- Total (5,352) (21,997) -------- -------- CLASS C Proceeds from shares sold (43 and 83 shares, respectively) 761 1,395 Net asset value of shares issued from reinvestment of distributions (3 and 6 shares, respectively) 53 97 Proceeds from shares issued in conjunction with Plan of Reorganization (76 and 0 shares, respectively) (See Note 9) 1,319 -- Cost of shares repurchased (249 and 735 shares, respectively) (4,287) (12,276) -------- -------- Total (2,154) (10,784) -------- -------- CLASS I Proceeds from shares sold (10 and 0 shares, respectively) 177 -- Proceeds from shares issued in conjunction with Plan of Reorganization (1,954 and 0 shares, respectively) 35,381 -- Cost of shares repurchased (316 and 0 shares, respectively) (5,586) -- -------- -------- Total 29,972 -- -------- -------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 18,586 (34,412) -------- -------- NET INCREASE (DECREASE) IN NET ASSETS (3,565) (353) NET ASSETS Beginning of period 267,064 267,417 -------- -------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $739 AND $528, RESPECTIVELY) $263,499 $267,064 ======== ======== See Notes to Financial Statements 9 PHOENIX EQUITY SERIES FUND FINANCIAL HIGHLIGHTS SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD NET ASSET NET NET TOTAL DIVIDENDS DISTRIBUTIONS VALUE, INVESTMENT REALIZED AND FROM FROM NET FROM NET BEGINNING INCOME UNREALIZED INVESTMENT INVESTMENT REALIZED TOTAL OF PERIOD (LOSS)(1) GAIN (LOSS) OPERATIONS INCOME GAINS DISTRIBUTIONS ==================================================================================================================================== - -------------------- GROWTH & INCOME FUND - -------------------- CLASS A 9/1/07 to 2/29/08 $18.08 $ 0.07 $(1.40) $(1.33) $(0.04) -- $(0.04) 9/1/06 to 8/31/07 15.96 0.10 2.20 2.30 (0.18) -- (0.18) 9/1/05 to 8/31/06 14.74 0.13 1.19 1.32 (0.10) -- (0.10) 9/1/04 to 8/31/05 13.15 0.12 1.57 1.69 (0.10) -- (0.10) 9/1/03 to 8/31/04 11.86 0.09 1.30 1.39 (0.10) -- (0.10) 9/1/02 to 8/31/03 10.86 0.09 0.91 1.00 -- -- -- CLASS B 9/1/07 to 2/29/08 $17.31 $ --(5) $(1.34) $(1.34) $(0.02) -- $(0.02) 9/1/06 to 8/31/07 15.26 (0.02) 2.10 2.08 (0.03) -- (0.03) 9/1/05 to 8/31/06 14.13 0.01 1.14 1.15 (0.02) -- (0.02) 9/1/04 to 8/31/05 12.61 0.01 1.51 1.52 -- -- -- 9/1/03 to 8/31/04 11.38 (0.01) 1.25 1.24 (0.01) -- (0.01) 9/1/02 to 8/31/03 10.50 0.01 0.87 0.88 -- -- -- CLASS C 9/1/07 to 2/29/08 $17.31 $ --(5) $(1.33) $(1.33) $(0.02) -- $(0.02) 9/1/06 to 8/31/07 15.26 (0.03) 2.11 2.08 (0.03) -- (0.03) 9/1/05 to 8/31/06 14.13 0.01 1.14 1.15 (0.02) -- (0.02) 9/1/04 to 8/31/05 12.62 0.01 1.50 1.51 -- -- -- 9/1/03 to 8/31/04 11.38 (0.01) 1.26 1.25 (0.01) -- (0.01) 9/1/02 to 8/31/03 10.50 0.01 0.87 0.88 -- -- -- CLASS I 11/13/07 to 2/29/08 $18.33 $ 0.05 $(1.65) $(1.60) -- -- -- <FN> (1) Computed using average shares outstanding. (2) Sales charges, where applicable, are not reflected in total return calculation. (3) Not annualized (4) Annualized (5) Amount is less than $0.01. </FN> See Notes to Financial Statements 10 RATIO OF NET NET RATIO OF NET GROSS RATIO OF NET ASSET ASSETS, OPERATING OPERATING INVESTMENT CHANGE IN VALUE, END OF EXPENSES TO EXPENSES TO INCOME TO NET ASSET END OF TOTAL PERIOD AVERAGE NET AVERAGE NET AVERAGE NET PORTFOLIO VALUE PERIOD RETURN(2) (000'S) ASSETS ASSETS ASSETS TURNOVER ==================================================================================================================================== - -------------------- GROWTH & INCOME FUND - -------------------- CLASS A 9/1/07 to 2/29/08 $(1.37) $16.71 (7.36)%(3) $170,482 1.35%(4) 1.48%(4) 0.73%(4) 46%(3) 9/1/06 to 8/31/07 2.12 18.08 14.43 188,479 1.28 1.42 0.60 37 9/1/05 to 8/31/06 1.22 15.96 9.02 168,209 1.25 1.39 0.86 33 9/1/04 to 8/31/05 1.59 14.74 12.85 178,557 1.25 1.40 0.84 41 9/1/03 to 8/31/04 1.29 13.15 11.74 201,230 1.25 1.38 0.68 53 9/1/02 to 8/31/03 1.00 11.86 9.21 131,169 1.25 1.45 0.82 59 CLASS B 9/1/07 to 2/29/08 $(1.36) $15.95 (7.75)%(3) $17,830 2.09%(4) 2.21%(4) (0.02)%(4) 46%(3) 9/1/06 to 8/31/07 2.05 17.31 13.64 24,731 2.03 2.17 (0.14) 37 9/1/05 to 8/31/06 1.13 15.26 8.18 41,863 2.00 2.14 0.09 33 9/1/04 to 8/31/05 1.52 14.13 12.05 58,869 2.00 2.15 0.10 41 9/1/03 to 8/31/04 1.23 12.61 10.90 68,637 2.00 2.14 (0.07) 53 9/1/02 to 8/31/03 0.88 11.38 8.38 72,051 2.00 2.20 0.08 59 CLASS C 9/1/07 to 2/29/08 $(1.35) $15.96 (7.75)%(3) $47,621 2.10%(4) 2.23%(4) (0.01)%(4) 46%(3) 9/1/06 to 8/31/07 2.05 17.31 13.64 53,854 2.03 2.17 (0.15) 37 9/1/05 to 8/31/06 1.13 15.26 8.18 57,345 2.00 2.14 0.10 33 9/1/04 to 8/31/05 1.51 14.13 12.05 68,432 2.00 2.15 0.10 41 9/1/03 to 8/31/04 1.24 12.62 10.80 78,570 2.00 2.13 (0.07) 53 9/1/02 to 8/31/03 0.88 11.38 8.48 52,466 2.00 2.20 0.08 59 CLASS I 11/13/07 to 2/29/08 $(1.60) $16.73 (8.78)%(3) $27,566 1.17%(4) 1.31%(4) 0.88%(4) 46%(3) See Notes to Financial Statements 11 PHOENIX EQUITY SERIES FUND NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2008 (UNAUDITED) 1. ORGANIZATION Phoenix Equity Series Fund (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. Currently, one Fund, the Phoenix Growth & Income Fund (the "Fund"), is offered for sale. The Fund has an investment objective of seeking capital appreciation and current income. The Fund offers the following classes of shares for sale: Class A Class B Class C Class I --------- --------- -------- --------- X X X X Class A shares are sold with a front-end sales charge of up to 5.75%. Generally, Class A shares are not subject to any charges by the Fund when redeemed; however, a 1% contingent deferred sales charge may be imposed on certain redemptions made within one year of all purchases on which a finder's fee has been paid. 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. Class I shares are sold without a sales charge. 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. Class I bears no distribution and/or service expenses. Income and other expenses and realized and unrealized gains and losses of the 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 Fund 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 and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. 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. As required, some securities and assets may be valued at fair value as determined in good faith by or under the direction of the Trustees. Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market. In September 2006, Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("SFAS 157"), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures. The Fund will be adopting SFAS 157 effective with the March 31, 2008 reporting of the financial statements. B. SECURITY TRANSACTIONS AND RELATED INCOME: Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. 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 and to distribute substantially all of its taxable income to its shareholders. 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 on current interpretations of the tax rules and regulations that exist in the markets in which it invests. 12 PHOENIX EQUITY SERIES FUND NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2008 (UNAUDITED) (CONTINUED) In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. Management has analyzed the Fund's tax positions taken on federal income tax returns for all open tax years (tax years ended August 31, 2004 - 2007 and the six months ended February 29, 2008) for purposes of implementing FIN48, and has concluded that no provision for income tax is required in the Fund's financial statements. D. DISTRIBUTIONS TO SHAREHOLDERS: Distributions are recorded by the 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 and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest. 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 Trust does not isolate that portion of the results of operations arising from either changes in exchange rates or in the market prices of securities. F. FOREIGN SECURITY COUNTRY DETERMINATION: A combination of the following criteria is used to assign the countries of risk listed in the schedule of investments: country of incorporation, actual building address, primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. G. REIT INVESTMENTS: Dividend income is recorded using management's estimate of the income included in distributions received from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts. H. SECURITIES LENDING: The Fund may loan securities to qualified brokers through an agreement with State Street Bank and Trust Company (the "Custodian"). Under the terms of agreement, the Fund is required to maintain collateral with a market value not less than 100% of the market value of loaned securities. Collateral is adjusted daily in connection with changes in the market value of securities on loan. Collateral may consist of cash and/or securities issued or guaranteed by the U.S. Government or its agencies. Cash collateral is invested in a short-term money market fund. Dividends earned on the collateral and premiums paid by the broker are recorded as income by the Fund net of fees and rebates charged by the Custodian for its services in connection with this securities lending program. Lending portfolio securities involves a risk of delay in the recovery of the loaned securities or in the foreclosure on collateral. 3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS As compensation for its services to the Fund, the Adviser, Phoenix Investment Counsel, Inc. ("PIC") (the "Adviser"), an indirect wholly-owned subsidiary of The Phoenix Companies, Inc. ("PNX") is entitled to a fee based upon the following rates as a percentage of the average daily net assets of the Fund: $1 Billion First $1+ Billion through $2 Billion $2+ Billion -------------------- ------------------- -------------- 0.75% 0.70% 0.65% The Adviser has voluntarily agreed to limit total fund operating expenses (excluding interest, taxes, and extraordinary expenses) through December 31, 2008, so that such expenses do not exceed, on an annualized basis, the following percentages of the average annual net asset values for the Fund: Class A Class B Class C Class I --------- --------- -------- --------- 1.25% 2.00% 2.00% 1.00% Effective August 23, 2007, the Adviser may recapture operating expenses waived or reimbursed under this arrangement, within three fiscal years following the end of the fiscal year in which such waiver or reimbursement occurred. The Fund must pay its ordinary operating expenses before the Adviser is entitled to any reimbursement and must remain in compliance with applicable expense limitations. All or a portion of the reimbursed expenses in the amount of $7 (reported in 000's) may be recaptured by the fiscal year ended 2010. 13 PHOENIX EQUITY SERIES FUND NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2008 (UNAUDITED) (CONTINUED) 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 (reported in 000's) $4 for Class A shares and deferred sales charges of $11 for Class B shares and $1 for Class C shares for the six-month period (the "period") ended February 29, 2008. In addition, the Fund pays PEPCO distribution and/or service fees at an annual rate of 0.25% for Class A shares, 1.00% for Class B shares and 1.00% for Class C shares applied to the average daily net assets of each respective Class. There are no distribution and/or service fees for Class I. Under certain circumstances, shares of certain Phoenix Funds may be exchanged for shares of the same class of certain other Phoenix Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry a contingent deferred sales charge, the CDSC schedule of the original shares purchased continues to apply. PEPCO serves as the Administrator to the Trust. For its services, which includes financial agent services, PEPCO receives an administration fee at an annual rate of 0.09% of the first $5 billion, 0.08% on the next $10 billion and 0.07% over $15 billion of the average net assets across all non-money market funds in the Phoenix Funds and The Phoenix Edge Series Fund. For the period ended February 29, 2008, the Trust incurred administration fees totaling (reported in 000s) $116. PEPCO serves as the Trust's transfer agent with Boston Financial Data Services, Inc. serving as sub transfer agent. For the period ended February 29, 2008, transfer agent fees were (reported in 000s) $249 as reported in the Statement of Operations. At February 29, 2008, PNX and its affiliates and Phoenix-affiliated funds held shares which aggregated the following: Aggregate Net Asset Value Shares (reported in 000s) -------------- ------------------ Class A ...... 1,152,055 $19,251 Class I ...... 5,546 91 Until March 1, 2007, the Trust provided a deferred compensation plan to its trustees who were not officers of PNX. Under the deferred compensation plan, trustees were able to elect to defer all or a portion of their compensation. Amounts deferred were retained by the Fund, and to the extent permitted by the 1940 Act, as amended, could have been invested in the shares of those funds selected by the trustees. Investments in such funds are included in "Other assets" on the Statement of Assets and Liabilities at February 29, 2008. 4. PURCHASES AND SALES OF SECURITIES Purchases and sales of securities (excluding U.S. Government and agency securities and short-term securities) during the period ended February 29, 2008 were as follows (reported in 000s): Purchases Sales -------------- ---------------- $153,709 $129,084 There were no purchases or sales of long-term U.S. Government and agency securities for the period ended February 29, 2008. 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 on a Fund, positive or negative, than if a Fund did not concentrate its investments in such sectors. 6. REGULATORY EXAMS Federal and state regulatory authorities from time to time make inquiries and conduct examinations regarding compliance by The Phoenix Companies, Inc. and its subsidiaries (collectively "the Company") with securities and other laws and regulations affecting their registered products. In February 2005, the NASD notified PNX that it was asserting violations of trade reporting rules by a subsidiary. PNX responded to the NASD allegations in May 2005. Thereafter, in January 2007, the NASD notified PNX that the matter was being referred for potential violations and possible action. On May 3, 2007, the NASD accepted a letter of acceptance, waiver and consent submitted by the PXP subsidiary to resolve this matter. Without admitting or denying the NASD's findings, in accordance with the terms of the letter the PXP subsidiary agreed to a censure, to pay a fine of $8,000 and to revise its supervisory procedures. The Company does not believe that the outcome of this matter will be material to these financial statements. 14 PHOENIX EQUITY SERIES FUND NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2008 (UNAUDITED) (CONTINUED) 7. INDEMNIFICATIONS Under the Fund's organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, the Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these arrangements. 8. FEDERAL INCOME TAX INFORMATION The Fund has the following capital loss carryovers which may be used to offset future capital gains: Expiration Year ---------------------------------------------------------------------------- 2009 2010 2011 2012 TOTAL ------------ ------------- ----------- ----------- -------------- $5,932,965 $10,131,047 $21,438,761 $2,953,221 $40,455,994 The Fund may not realize the benefit of these losses to the extent the Fund does not realize gains on investments prior to the expiration of the capital loss carryovers. 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. 9. PLAN OF REORGANIZATION On November 16, 2007, the Phoenix Growth & Income Fund ("Growth & Income") acquired all of the net assets of Phoenix Rising Dividends Fund ("Rising Dividends") pursuant to an Agreement and Plan of Reorganization provided to shareholders in a Prospectus/Information Statement on October 17, 2007. The acquisition was accomplished by a tax-free exchange of 309,151 Class A shares, 74,182 Class B shares, 76,151 Class C shares, and 1,954,320 Class I shares of Growth & Income (valued at $5,597, $1,285, $1,319 and $35,381 (reported in 000s), respectively for 383,944 Class A shares, 89,093 Class B shares, 91,399 Class C shares, and 2,421,111 Class I shares of Rising Dividends outstanding on November 16, 2007. Rising Dividends had net assets on that date of $43,581 (reported in 000s) including $5,106 (reported in 000s) of net unrealized depreciation which were combined with those of Growth & Income. The aggregate net assets of Growth & Income immediately after the merger were $302,870 (reported in 000s). The shareholders of each class of Rising Dividends received for each share owned approximately 0.81, 0.83, 0.83 and 0.81 shares, respectively, for each Class A, Class B, Class C and Class I shares of Growth & income. 10. SUBSEQUENT EVENT Effective March 10, 2008, the Phoenix Growth & Income Fund, a series of Phoenix Equity Series Fund ("Predecessor Fund"), has been reorganized into a Fund named Phoenix Growth & Income Fund, a series of Phoenix Equity Trust ("Successor Fund"). The Successor Fund's principal investment strategies, risks, fees and expenses, and portfolio management are the same as those of its Predecessor Fund and remain unchanged. On February 7, 2008, PNX announced that it intends to spin off its asset management subsidiary ("spin-off"), Phoenix Investment Partners ("PXP"), to PNX's shareholders. The Fund's Administrator and Transfer Agent, PEPCO, a subsidiary of PXP, and PIC, a subsidiary of PXP, which is the Adviser to the Trust, are also intended to be part of the spin-off. 15 CONSIDERATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (UNAUDITED) The Board of Trustees of the Trust, along with the Boards of Trustees of the other trusts in the Phoenix family of funds (collectively, the "Board"), is responsible for determining whether to approve the entering into and continuation of each investment advisory and sub-advisory agreement (each, an "Agreement") for the Phoenix funds (collectively, the "Funds"). At meetings held on November 13 - 16, 2007, the Board, including a majority of the Trustees who are not interested persons as defined in Section 2(a)(19) of the Investment Company Act of 1940, considered and approved the continuation of each Agreement, as further discussed below. In approving each Agreement, the Board determined that the continued retention of the applicable advisor or sub-advisor was in the best interests of each Fund and its shareholders. The Trustees considered each Fund separately, although they also collectively took into account those interests that all the Funds had in common. In reaching their decisions, the Board considered information furnished throughout the year at regular Board meetings as well as information prepared specifically in connection with the annual review process. During the review process, the Board received assistance and advice from and met separately with independent legal counsel. The Board's determination contemplated a number of factors that the Trustees believed to be relevant. Some of the factors that the Board considered are described below, although the Trustees did not identify any particular information or factor as controlling, but, instead, the Board considered the Agreements in the totality of the circumstances. Each individual Trustee may have evaluated the information presented differently, giving different weights to different factors. NATURE, EXTENT AND QUALITY OF SERVICES. The majority of the Funds 1 are managed using a "manager of managers" structure that generally involves the use of one or more sub-advisors to manage some or all of a Fund's portfolio. Under this structure, Phoenix Investment Counsel, Inc. ("PIC") is responsible for evaluating and selecting sub-advisors on an ongoing basis and for making any recommendations to the Board regarding hiring, retaining or replacing sub-advisors. In considering the Agreement with PIC, therefore, the Trustees considered PIC's process for supervising and managing the Funds' sub-advisors, including (a) PIC's ability to select and monitor the sub-advisors; (b) PIC's ability to provide the services necessary to monitor the sub-advisors' compliance with the Funds' respective investment objectives, policies and restrictions as well as provide other oversight activities; and (c) PIC's ability and willingness to identify instances in which a sub-advisor should be replaced and to carry out the required changes. The Trustees also considered: (d) the experience, capability and integrity of PIC's management and other personnel; (e) the financial position of PIC; (f) the quality of PIC's own regulatory and legal compliance policies, procedures and systems; (g) the nature, extent and quality of administrative and other services provided by PIC to the Funds; and (h) PIC's supervision of the Funds' other service providers. Finally, the Board also noted the extent of benefits that are provided to Fund shareholders as a result of being part of the Phoenix family of Funds, including the right to exchange investments between the same class of Funds without a sales charge, the ability to reinvest Fund dividends into other Funds and the right to combine holdings in other Funds to obtain a reduced sales charge. With respect to the sub-advisory Agreements, the Board noted that each sub-advisor provided information with respect to portfolio management, compliance with the respective Fund's investment policies and procedures, and compliance with applicable securities laws and assurances thereof. In considering the renewal of the sub-advisory Agreements, the Board considered each sub-advisor's investment management process, including (a) the experience, capability and integrity of the sub-advisor's management and other personnel committed by the sub-advisor to manage its respective Fund(s); (b) the financial position of the sub-advisor; (c) the quality and commitment of the sub-advisor's regulatory and legal compliance policies, procedures and systems; and (d) the sub-advisor's brokerage and trading practices. After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services provided by PIC and each sub-advisor were reasonable and beneficial to the Funds and their shareholders. INVESTMENT PERFORMANCE. The Board placed significant emphasis on its consideration of the investment performance of the Funds, in view of its importance to shareholders, and the Board evaluated Fund performance in the context of the manager-of-managers structure. The Board also considered that PIC continued to be proactive in seeking to replace and/or add sub-advisors as necessary, with a view toward improving Fund performance over the long term. - -------------------- (1) DURING THE PERIOD BEING REPORTED, THE ONLY FUND THAT DID NOT EMPLOY A MANAGER OF MANAGERS STRUCTURE WAS THE PHOENIX GROWTH & INCOME FUND, WHICH IS A SERIES OF PHOENIX EQUITY SERIES FUND. PIC ACTED AS THE ADVISOR FOR THAT FUND WITHOUT EMPLOYING A SUB-ADVISOR, WHICH MEANS THAT PIC PROVIDED FOR THAT FUND THE SERVICES THAT FOR THE OTHER FUNDS WERE PROVIDED BY SUB-ADVISORS. THE BOARD CONSIDERED THE PIC AGREEMENT WITH RESPECT TO THAT FUND IN THAT CONTEXT. 16 CONSIDERATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES (UNAUDITED) (CONTINUED) While consideration was given to performance reports and discussions at Board meetings throughout the year, particular attention in assessing performance was given to a report (the "Lipper Report") for the Funds prepared by Lipper Inc. ("Lipper") and furnished specifically for the contract renewal process. Lipper is an independent provider of investment company data. The Lipper Report presented each Fund's short-term and long-term performance relative to a peer group of other mutual funds and benchmarks, as selected by Lipper. The Board considered the composition of each peer group, selection criteria and the appropriateness of the benchmark used for each Fund. The Board also assessed each Fund's performance relative to the fees and expenses of each Fund as well as PIC's profitability. The Board noted that while many of the Funds had generally performed in line with their respective benchmarks and peer groups during the periods measured, some of the Funds had underperformed compared to their respective benchmarks and/or peer groups. The Board noted that certain of the Funds' underperformance was slight. Also, some of the Funds underperforming their benchmarks and/or peer groups for a given period had outperformed such benchmarks and/or peer groups during other periods. Where significant, the Board extensively considered the performance of the underperforming Funds and the reasons for the performance issues. The Board discussed the possible reasons for the underperformance with PIC and spoke with PIC regarding plans to monitor and address performance issues during the coming year. After considering all of the information presented, the Board ultimately concluded that it should approve the continuation of the Agreements. However, the Board noted that certain Funds' performance would continue to be closely monitored by PIC so that if performance over a longer period of time did not improve, the sub-advisor would be replaced in a timely manner. PROFITABILITY. The Board also considered the level of profits realized by PIC and its affiliates in connection with the operation of the Funds. In this regard, the Board reviewed the analysis presented by PIC regarding its overall profitability for its management of the Phoenix retail fund family as well as the profits of its affiliates for managing and providing other services to each Fund. In addition to the fees paid to PIC and its affiliates, the Trustees considered any other benefits derived by PIC or its affiliates from their relationship with the Funds. Specific attention was paid to the methodology used to allocate costs to each Fund, in recognition of the fact that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this regard, the Board noted that the allocations appeared reasonable and concluded that the profitability to PIC from each Fund was reasonable in light of the quality of all services rendered to the Funds by PIC and its affiliates. The Board did not separately review profitability information for each sub-advisor, noting that the sub-advisory fees are paid by PIC rather than the Funds. MANAGEMENT FEES AND TOTAL EXPENSES. In evaluating the management fees and total expenses of each Fund, the Board reviewed information provided by PIC and comparisons to other funds in each Fund's peer group as presented in the Lipper Report. The Board noted that several of the Funds had incurred one-time costs related to a shareholder proxy, causing expenses for the period shown to be higher than would be expected in future periods. The Board also noted that certain Funds had higher gross expenses when expressed as a percentage of net assets than those of such Funds' larger peers, which the Trustees considered in the context of the Funds' expectations for future growth. Finally, the Board noted that several of the Funds had fee waivers and/or expense caps in place to limit the total expenses incurred by the Funds and their shareholders. Based upon the information presented by PIC and Lipper, the Trustees determined that the management fees charged by PIC and the total expenses of the Funds were reasonable. The Board did not receive comparative fee information relating specifically to sub-advisory fees, in light of the fact that the sub-advisory fees are paid by PIC and not by the Funds. ECONOMIES OF SCALE. The Board noted that the management fees for several of the Funds included breakpoints based on assets under management, and fee waivers and/or expense caps were also in place for several of the Funds. The Board determined that PIC and the Funds likely would achieve certain economies of scale, particularly in relationship to certain fixed costs, and shareholders of the Funds would have an opportunity to benefit from these economies of scale. In considering the sub-advisory Agreements, the Board also considered the existence of any economies of scale and whether they would be passed along to the Funds' shareholders, but noted that any such economies would likely be generated at the Fund level rather than at the sub-advisor level. 17 PHOENIX EQUITY SERIES FUND 101 Munson Street Greenfield, MA 01301-9668 TRUSTEES George R. Aylward E. Virgil Conway Harry Dalzell-Payne Francis E. Jeffries Leroy Keith, Jr. Philip R. McLoughlin, Chairman Geraldine M. McNamara James M. Oates Richard E. Segerson Ferdinand L.J. Verdonck OFFICERS George R. Aylward, President Nancy G. Curtiss, Senior Vice President Marc Baltuch, Vice President and Chief Compliance Officer W. Patrick Bradley, Chief Financial Officer and Treasurer Kevin J. Carr, Vice President, Counsel, Secretary and Chief Legal Officer INVESTMENT ADVISER Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115-0480 PRINCIPAL UNDERWRITER Phoenix Equity Planning Corporation One American Row Hartford, CT 06103-2899 TRANSFER AGENT Phoenix Equity Planning Corporation One American Row Hartford, CT 06103-2899 CUSTODIAN State Street Bank and Trust Company P.O. Box 5501 Boston, MA 02206-5501 HOW TO CONTACT US Mutual Fund Services 1-800-243-1574 Advisor Consulting Group 1-800-243-4361 Telephone Orders 1-800-367-5877 Text Telephone 1-800-243-1926 Web site PHOENIXFUNDS.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. - -------------------------------------------------------------------------------- (This page has been left blank intentionally.) (This page has been left blank intentionally.) ------------------ PRSRT STD U.S. POSTAGE [LOGO OMITTED] PAID PHOENIX LANCASTER, PA PERMIT 1793 ------------------ Phoenix Equity Planning Corporation P.O. Box 150480 Hartford, CT 06115-0480 For more information about Phoenix mutual funds, please call your financial representative, contact us at 1-800-243-1574 or visit PHOENIXFUNDS.COM. NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY. NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE. PXP212 4-08 BPD34586 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. SCHEDULE OF INVESTMENTS. Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. 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 trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item. ITEM 11. 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and 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/ George R. Aylward ------------------------------------------------------- George R. Aylward, President (principal executive officer) Date May 5, 2008 ---------------------------------------------------------------------------- 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/ George R. Aylward ------------------------------------------------------- George R. Aylward, President (principal executive officer) Date May 5, 2008 ---------------------------------------------------------------------------- By (Signature and Title)* /s/ W. Patrick Bradley ------------------------------------------------------- W. Patrick Bradley, Chief Financial Officer and Treasurer (principal financial officer) Date May 5, 2008 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.