As filed with the Securities and Exchange Commission on March 9, 2004
Registration No. 333-111961
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 1 [ ] Post-Effective Amendment No. ___
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THE PHOENIX EDGE SERIES FUND
(Exact Name of Registrant as Specified in Charter)
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c/o Variable Products Operations
Phoenix Life Insurance Company
101 Munson Street, Greenfield, Massachusetts 01301
(Address of Principal Executive Offices)
(800) 541-0171
(Registrants' Telephone Number, including Area Code)
--------------------
John R. Flores, Esq.
c/o Phoenix Life Insurance Company
One American Row, Hartford, Connecticut 06102-5056
(Name and address of Agent for Service)
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Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.
--------------------
Registrant is relying on Section 24(f) of the Investment Company Act of
1940, as amended, which permits registration of an indefinite number of shares
of beneficial interest of the Phoenix-Goodwin Multi-Sector Fixed Income Series.
Accordingly, no filing fee is due in connection with this Registration
Statement.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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THE PHOENIX EDGE SERIES FUND
CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
Caption or Location in
Form N-14 Item No. and Caption Prospectus/Proxy Statement
- ------------------------------ --------------------------
Part A Information Required in Prospectus/Proxy Statement
- --------
1. Beginning of Registration Statement Cover Page
and Outside Front Cover Page of Prospectus
2. Beginning and Outside Back Cover Table of Contents
Page of Prospectus
3. Fee Table, Synopsis Information and Risk Synopsis; Principal Risk Factors; Comparison of
Factors Investment Objectives and Policies
4. Information about the Transaction Synopsis; The Proposed Reorganization;
Comparative Information on Shareholder Rights;
Appendix A (Form of Agreement and Plan of
Reorganization)
5. Information about the Registrant Cover Page; Synopsis; Principal Risk Factors;
Comparison of Investment Objectives and
Policies; The Proposed Reorganization;
Comparative Information on Purchases and
Exchanges; Comparative Information on
Distribution and Redemptions; Comparative Information
on Shareholder Rights; Management and Other
Service Providers; Additional Information About
The Funds; Current Prospectus of Registrant
6. Information about the Company Being Synopsis; Comparison of Investment Objectives
Acquired and Policies; The Proposed Reorganization;
Comparative Information on Purchases and
Exchanges; Comparative Information on
Distribution and Redemptions; Comparative Information
on Shareholder Rights; Additional Information
About The Funds; Prospectus of the Registrant
dated May 1, 2003
7. Voting Information Synopsis; The Proposed Reorganization;
Comparative Information on Shareholder Rights;
Voting Information
8. Interest of Certain Persons and Experts The Proposed Reorganization
9. Additional Information Required for Not Applicable
Reoffering By Persons Deemed to be
Underwriters
Caption or Location in
Form N-14 Item No. and Caption Prospectus/Proxy Statement
- ------------------------------ --------------------------
Part B: Information Required in Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information about the Registrant Cover Page; Statement of Additional Information
of Registrant, dated March 9, 2004
13. Additional Information about the See item 12
Company Being Acquired
14. Financial Statements Annual Report of the Registrant for the year ended December
31, 2003; and ProForma Financial Statements for the period
ended December 31, 2003
Part C: Other Information
15. Indemnification Indemnification
16. Exhibits Exhibits
17. Undertakings Undertakings
PART A
PHOENIX-JANUS FLEXIBLE INCOME SERIES
A SERIES OF
THE PHOENIX EDGE SERIES FUND
C/O PHOENIX VARIABLE PRODUCTS MAIL OPERATIONS
P.O. BOX 8037
BOSTON, MA 02266-8027
(800) 541-0171
--------------------------
March 9, 2004
Dear Contract/Policyholder:
The Phoenix-Janus Flexible Income Series (the "Merging Series"), a series of
The Phoenix Edge Series Fund (the "Trust"), will hold a Special Meeting of
Shareholders at 10:00 a.m., local time, on April 14, 2004, at One American Row,
Hartford, Connecticut 06102. At the Special Meeting, Phoenix Life Insurance
Company ("PLIC") and its affiliates will vote on an Agreement and Plan of
Reorganization (the "Agreement" or "Plan") under which the Merging Series will
be combined with the Phoenix-Goodwin Multi-Sector Fixed Income Series (the
"Surviving Series"), another series of the Trust. The Surviving Series has a
similar investment objective to that of the Merging Series. If the
reorganization agreement is implemented, the separate accounts holding shares of
the Merging Series will receive shares of the Surviving Series with an aggregate
value equal to the aggregate net asset value of the investment in the Merging
Series. No sales charge will be imposed in connection with the reorganization.
PLIC will pay all costs of the reorganization. The reorganization will be
conditioned upon receipt of an opinion of counsel indicating that the
reorganization will qualify as a tax-free reorganization for Federal income tax
purposes.
The Board of Trustees of the Trust believes that the reorganization offers
you the opportunity to pursue your goals in a larger fund. The Board of Trustees
has carefully considered and has unanimously approved the proposed
reorganization, as described in the accompanying materials, and believes that
the reorganization is in the best interests of the Merging Series and its
shareholders.
As an owner of a variable annuity or variable life insurance contract issued
by PLIC or one of its affiliated insurance companies (together, "Phoenix"), you
have the contractual right to instruct the insurance company how to vote the
shares of the Merging Series at this meeting. Although you are not directly a
shareholder of the Merging Series, some of your contract value is invested in
the Merging Series pursuant to your policy or contract. For the limited purposes
of this prospectus and proxy statement, the term "shareholder" refers to you as
the contract/policyholder, unless the context otherwise requires. Therefore, the
Board of Trustees recommends that you vote in favor of the reorganization
agreement. It is very important that you vote and that your vote be received no
later than April 14, 2004. If the voting instructions card is executed and no
direction is made, you will be considered as voting FOR the proposal and, in the
discretion of the insurance company, upon such other business as may properly
come before the Special Meeting.
We have enclosed a copy of the Notice of Special Meeting of Shareholders, the
Proxy Statement and a card entitled "Voting Instructions". This card should be
used to register your vote on the proposals to be acted upon at the Special
Meeting. It is important for you to provide voting instructions with respect to
the issues described in the accompanying Prospectus/Proxy Statement. We
recommend that you read the Proxy Statement in its entirety as the explanations
will help you to decide what voting instructions you would like to provide.
Voting instructions executed by you may be revoked at any time prior to
Phoenix voting the shares represented: by written notice of the an instruction
card's revocation to the Secretary of the Trust at the address above prior to
the meeting; or by the subsequent execution and return of another instruction
card prior to the meeting; or by use of any electronic, telephonic or other
alternative means authorized by the Trustees for authorizing the proxy to act;
or by being present and voting in person at the meeting and giving oral notice
of revocation to the Chairman of the meeting.
As a convenience, you can provide voting instructions in any one of four
ways:
THROUGH THE INTERNET - www.proxyweb.com
BY TELEPHONE - 800-690-6903
BY MAIL - using the enclosed Voting Instructions Card(s) and postage paid
envelope
IN PERSON - at the Special Meeting
We encourage you to vote by telephone or Internet; have your proxy card in
hand, and call the number or go to the website and follow the instructions given
there. Use of telephone or Internet voting will reduce the time and costs of
this proxy solicitation. Whichever method you choose, please read the enclosed
proxy statement carefully before you vote.
Your vote on these matters is important. Please complete the Voting
Instructions Card and return it promptly in the envelope provided or vote using
one of the other methods described above. Please respond - In order to avoid the
additional expense of further solicitation, we ask that you vote promptly. It is
important that your policy or contract be represented.
Sincerely,
/s/ Philip R. McLoughlin
------------------------
Philip R. McLoughlin
President
PHOENIX-JANUS FLEXIBLE INCOME SERIES
A SERIES OF
THE PHOENIX EDGE SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 14, 2004
--------------------------
To The Contract and Policy Holders:
The Phoenix-Janus Flexible Income Series, a series of The Phoenix Edge Series
Fund (the "Trust"), a Massachusetts business trust, will hold a Special Meeting
of Shareholders at One American Row, Hartford, Connecticut 06102, on April 14,
2004, at 10:00 a.m., local time, for the following purposes:
1. To consider and act upon a proposal to approve the Agreement and Plan of
Reorganization, dated April 14, 2004, and the transactions it
contemplates, including (a) the transfer of all of the assets of the
Phoenix-Janus Flexible Income Series (the "Merging Series") to the
Phoenix-Goodwin Multi-Sector Fixed Income Series (the "Surviving
Series"), another series of the Trust, in exchange solely for shares of
the Surviving Series and the assumption by the Surviving Series of all
liabilities of the Merging Series and (b) the distribution of the shares
of the Surviving Series so received to shareholders of the Merging Series
in complete liquidation of the Merging Series.
2. To consider and act upon any other business as may properly come before
the meeting and any adjournment(s) thereof.
The Board of Trustees of the Trust has fixed the close of business on
February 25, 2004 as the record date for determining shareholders entitled to
notice of and to vote at the Special Meeting and any adjournment or postponement
thereof.
You are cordially invited to attend the Special Meeting.
Contract/Policyholders who do not expect to attend the Special Meeting are asked
to respond promptly via Internet or telephone or by returning a completed voting
instructions card. The Board of Trustees of the Trust is soliciting the enclosed
proxy.
By Order of the Board of Trustees of
The Phoenix Edge Series Fund,
RICHARD J. WIRTH
SECRETARY
Hartford, Connecticut
March 9, 2004
PHOENIX-JANUS FLEXIBLE INCOME SERIES
PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES
BOTH, A SERIES OF
THE PHOENIX EDGE SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1-800-541-0171
PROSPECTUS/PROXY STATEMENT
DATED MARCH 9, 2004
The Phoenix Edge Series Fund (the "Trust"), a Massachusetts business trust,
serves as an investment vehicle for use in connection with variable life
insurance policies and variable annuity contracts (collectively, "Contracts")
issued by Phoenix Life Insurance Company ("PLIC") and its subsidiaries
(together, "Phoenix"), and their separate accounts. Phoenix and the separate
accounts are the sole shareholders of record of the Trust.
This Prospectus/Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Trustees of the Trust, for use at the
Special Meeting of Shareholders of the Phoenix-Janus Flexible Income Series (the
"Merging Series") to be held at 10:00 a.m., local time, on April 14, 2004, at
the offices of the Phoenix Life Insurance Company located at One American Row,
Hartford, Connecticut 06102, and at any adjournment(s) thereof.
The purpose of the meeting is to consider an Agreement and Plan of
Reorganization that would effect the reorganization of the Merging Series into
the Phoenix-Goodwin Multi-Sector Fixed Income Series, another series of the
Trust (the "Surviving Series"), as described below. Under the reorganization
agreement, all of the assets of the Merging Series would be transferred to the
Surviving Series in exchange solely for shares of beneficial interest in the
Surviving Series and the assumption by the Surviving Series of all liabilities
of the Merging Series. These shares of the Surviving Series would then be
distributed pro rata to the separate accounts of the insurance companies then
holding shares of the Merging Series, and then the Merging Series would be
liquidated. As a result of the proposed transactions, the separate accounts
would receive a number of full and fractional shares of the Surviving Series
with an aggregate net asset value equal to the aggregate net asset value of the
Merging Series shares on the effective date of the reorganization.
The Surviving Series and the Merging Series are both series of the same
open-end management investment trust. The Surviving Series has an investment
objective of long-term total return. The Merging Series has an investment
objective of maximum total return consistent with the preservation of capital.
Phoenix Investment Counsel, Inc. ("PIC"), is employed as the investment advisor
for the Surviving Series, and Phoenix Variable Advisors, Inc. ("PVA"), is
employed as the investment advisor for the Merging Series. Janus Capital
Management LLC ("Janus") is employed as the investment subadvisor for the
Merging Series.
This Prospectus/Proxy Statement, which you should retain for future
reference, sets forth concisely the information that you should know about the
Merging Series, the Surviving Series, and the transactions contemplated by the
reorganization agreement. As used in this Prospectus/Proxy Statement, the term
"Series" collectively refers to the Merging Series and the Surviving Series.
A Prospectus, as supplemented, and a Statement of Additional Information
("SAI"), as supplemented, for the Series dated May 1, 2003 (File No. 333-05033),
have been filed with the Securities and Exchange Commission ("SEC") and are
incorporated by reference in this Prospectus/Proxy Statement. A copy of the
prospectus and periodic reports have been sent to shareholders; however, copies
of the above-referenced documents are available upon oral request or written
request and without charge by contacting Phoenix Variable Products Mail
Operations, P.O. Box 8027, Boston, Massachusetts 02266-8027, or by calling
toll-free at 1-800-541-0171.
The Trust files reports, proxy materials and other information with the SEC.
Information about the Trust, including the SAI for the Trust, can be reviewed
and copied at the SEC's Public Reference Room in Washington, D.C. You can obtain
information on the operation of the Public Reference Room by calling the SEC at
(202) 942-8090. Reports and other information about the Trust are available on
the EDGAR Database on the SEC's Internet site at http://www.sec.gov. Copies of
the information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov or by writing the
SEC Public Reference Section, Washington, D.C. 20549-0102.
This Prospectus/Proxy Statement constitutes the proxy statement of the
Merging Series for the Special Meeting and the prospectus for shares of the
Surviving Series that have been registered with the SEC and are being issued in
connection with the reorganization. The Statement of Additional Information for
this Prospectus/Proxy Statement dated March 9, 2004 is incorporated by
reference. (File No. 333-111961). Both the Prospectus/Proxy Statement and
Statement of Additional Information have been filed with the SEC and are
available upon oral request or written request and without charge by contacting
Phoenix Variable Products Mail Operations at the address above or by calling the
toll-free number above. This Prospectus/Proxy Statement is expected to first be
sent to shareholders on or about March 17, 2004.
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THE SECURITIES OF THE SURVIVING SERIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SEC NOR HAS THE SEC DETERMINED IF THIS PROSPECTUS/PROXY STATEMENT IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Page
----
SYNOPSIS.................................................................. 1
PRINCIPAL RISK FACTORS.................................................... 5
THE PROPOSED REORGANIZATION............................................... 7
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES.......................... 10
COMPARATIVE INFORMATION ON PURCHASES AND EXCHANGES........................ 13
COMPARATIVE INFORMATION ON DISTRIBUTION AND REDEMPTIONS................... 14
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS............................. 14
FISCAL YEAR............................................................... 15
MANAGEMENT AND OTHER SERVICE PROVIDERS.................................... 15
VOTING INFORMATION........................................................ 16
ADDITIONAL INFORMATION ABOUT THE SERIES................................... 18
MISCELLANEOUS............................................................. 19
SURVIVING SERIES FINANCIAL HIGHLIGHTS..................................... 23
OTHER BUSINESS............................................................ 24
APPENDIX A................................................................ A-1
SYNOPSIS
BACKGROUND
The proposed reorganization is the outcome of deliberations by the Board of
Trustees of the Trust (the "Trustees"). Management recommended that the Trustees
consider the benefits that the Series shareholders would realize if the Merging
Series were to be combined with the Surviving Series. In response to their
recommendation, the independent trustees of the Trust requested that management
outline a specific reorganization proposal for their consideration and provide
an analysis of the specific benefits that shareholders would realize from the
proposal. Independent trustees are Trustees who are not "interested persons" of
the Trust (as defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended (the "1940 Act")). After considering the specific reorganization
proposal, the Trustees, including the independent trustees, at a meeting held on
November 11, 2003, unanimously approved the reorganization subject to
shareholder approval.
SUMMARY OF THE PROPOSED REORGANIZATION
The reorganization will be effected in accordance with the terms of a
reorganization agreement, a form of which is attached to this Prospectus/Proxy
Statement as Appendix A. The reorganization agreement provides for:
o the acquisition by the Surviving Series, on the closing date of the
reorganization, of all of the assets of the Merging Series in exchange
solely for shares of the Surviving Series and the assumption by the
Surviving Series of all liabilities of the Merging Series;
o the distribution of shares of the Surviving Series to the shareholders of
the Merging Series in exchange for their respective shares of the Merging
Shares;
o the pro rata distribution of the Surviving Series shares to the Merging
Series shareholders in exchange for the outstanding Merging Series
shares; and
o the complete liquidation of the Merging Series as provided in the
Agreement and Plan of Reorganization.
The reorganization is anticipated to occur on or about April 16, 2004. If the
reorganization agreement is implemented, the insurance company separate accounts
holding shares of the Merging Series will receive a number of full and
fractional shares of the Surviving Series shares with an aggregate net asset
value equal to the aggregate net asset value as of the closing date of the
reorganization.
The implementation of the reorganization agreement is subject to a number of
conditions set forth in the reorganization agreement. See "The Proposed
Reorganization." Among the significant conditions (which may not be waived) are:
o the receipt by the Trust of an opinion of counsel that, for Federal
income tax purposes, the reorganization will qualify as a tax-free
organization described in Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"); and
o the approval of the reorganization agreement by the shareholders of the
Merging Series.
The reorganization agreement provides that PLIC will bear all costs and
expenses of the reorganization, including the costs of the Special Meeting, the
costs and expenses incurred in the preparation and mailing of the notice, this
Prospectus/Proxy Statement and the proxy, and the solicitation of voting
instructions.
1
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and principal investment strategies of the Merging
Series and the Surviving Series are similar:
o the Merging Series has an investment objective of maximum total return
consistent with preservation of capital. The Surviving Series has an
investment objective of long-term total return; and
o under normal circumstances, the Merging Series invests at least 80% of
its assets in income-producing securities, with at least 65% of its
assets in investment grade debt securities with a dollar-weighted
maturity of five to ten years. Under normal circumstances, the Surviving
Series invests at least 80% of its assets in various sectors of the
fixed-income securities market.
See "Principal Risk Factors" and "Comparison of Investment Objectives and
Policies" below for further information on the similarities and differences
between the investment objectives, policies and risks of the Surviving Series
and the Merging Series. You can also find additional information for the
Surviving Series in its Prospectus.
DIVIDENDS AND DISTRIBUTIONS
The Merging Series and the Surviving Series distribute net income quarterly.
Both Series distribute net realized capital gains, if any, at least annually.
All dividends and distributions of the Merging Series and the Surviving Series
are paid in additional shares of the respective Series. You can also find
additional information on dividends and distributions for the Surviving Series
in its Prospectus.
PURCHASES AND EXCHANGES
The shares of the Trust are not offered directly to the public. Shares of the
Trust currently are offered through certain separate accounts owned by Phoenix
to fund the Contracts. The policyholder can invest in the Trust only by
purchasing a Contract and directing the allocation of the purchase payment(s) to
the subaccount(s) corresponding to the Series in which the policyholder wishes
to invest. The subaccounts, in turn, invest in shares of the Trust. Not all
Series may be available through a particular Contract. At this time, Phoenix
does not charge for subaccount transfers; however, Phoenix does reserve the
right to charge a fee of up to $20 per transfer after the first twelve transfers
in each contract year.
Because excessive trading with a Series can hurt performance and therefore be
detrimental to all policyholders, Phoenix does reserve the right to temporarily
or permanently terminate trading privileges or reject any specific order from
anyone whose transactions seem to follow a timing pattern, including those who
request more than one trade out of a subaccount within any 30-day period.
Phoenix will not accept batch transfer instructions from registered
representatives (acting under powers of attorney for multiple Contract owners),
unless Phoenix has entered into a third-party transfer service agreement with
the registered representative's broker-dealer firm.
Both Series currently offer shareholders identical exchange privileges.
Shareholders of either Series may exchange their shares for shares of another
series of the Trust at any time.
REDEMPTION PROCEDURES
As a policyholder owning a Contract issued by Phoenix, you have the right to
instruct the insurance company how to vote and redeem the shares of the Merging
Series and the Surviving Series. Shareholders of both Series may redeem their
shares at a redemption price equal to the net asset value of the shares (minus
any applicable product surrender charge) as next determined following the
receipt of a redemption order in proper form. Ordinarily, payments of redemption
proceeds for redeemed shares are made within seven days after receipt of a
redemption request in proper form. See "Comparative Information on Distribution
and Redemptions" for more information. You can also find additional information
on the Surviving Series' redemption procedures in its Prospectus.
2
FEDERAL TAX CONSEQUENCES OF PROPOSED REORGANIZATION
At the closing of the reorganization, the Trust will receive an opinion of
counsel, subject to customary assumptions and representations, that, for Federal
income tax purposes, the reorganization will qualify as a tax-free organization
described in Section 368(a) of the Code. Accordingly:
o no gain or loss will be recognized by the Merging Series on the transfer
of the assets of the Merging Series to the Surviving Series solely in
exchange for Surviving Series shares and the assumption by the Surviving
Series of all liabilities of the Merging Series or upon the distribution
of Surviving Series shares to the Merging Series insurance company
shareholders in exchange for their shares of the Merging Series; and
o no gain or loss will be recognized by the Surviving Series upon the
receipt of the assets of the Merging Series solely in exchange for the
Surviving Series shares and the assumption by the Surviving Series of
liabilities of the Merging Series.
We also believe that the reorganization should not adversely impact the tax
treatment of your variable life or variable annuity contract.
See "The Proposed Reorganization--Federal Income Tax Consequences" for more
information.
RISK FACTORS
An investment in the Surviving Series is subject to specific risks arising
from the types of securities in which the Surviving Series invests and general
risks arising from investing in any mutual fund type of investment. The primary
risks to which the Surviving Series is subject include the risks of investing in
fixed income-securities, including interest rate and credit risks; foreign
securities risks, including emerging market and foreign currency risks; and
"junk", or high-yield, bonds. Investors can lose money by investing in the
Surviving Series. There is no assurance that the Surviving Series will meet its
investment objective. The Surviving Series' investment objectives and policies
are similar to those of the Merging Series. An investment in the Surviving
Series is subject to the same risks as an investment in the Merging Series.
However, see "Principal Risk Factors" for the principal risks associated with an
investment in the Surviving Series.
MANAGEMENT AND OTHER SERVICE PROVIDERS
PIC is the investment advisor to the Surviving Series and is responsible for
its day-to-day portfolio management. PVA is the investment advisor to the
Merging Series. PVA has entered into a subadvisory agreement with Janus, who
provides day-to-day portfolio management for the Merging Series.
COMPARATIVE FEE TABLES
The tables below are designed to assist you in understanding the various
direct and indirect costs and expenses associated with an investment in each
Series. The table and the example do not include any fees or sales charges
imposed under the contracts for which the Series is an investment option. If
these fees and sales charges were reflected, the total expenses associated with
an investment in each series would be higher. Each table also includes pro forma
information for the combined Surviving Series resulting from the reorganization,
assuming the reorganization took place on December 31, 2003, and after adjusting
such information to reflect current fees. The expense information for the
Surviving Series and the Merging Series is based upon expenses for the period
ended December 31, 2003.
3
There are no load charges or fees imposed upon shareholders of the Series.
However, contractual charges do apply. As indicated in the table below,
immediately upon effectiveness of the reorganization, the "Total Annual Series
Operating Expenses" for the combined Surviving Series are expected to be lower
than the "Total Annual Series Operating Expenses" for the Merging Series.
PRO FORMA COMBINED
SURVIVING SERIES MERGING SERIES (A) SERIES
------------------ -------------------- --------------------
Annual Series Operating Expenses
(expenses that are deducted, from assets)
Management Fees 0.50% 0.80% 0.50%
Distribution and service (12b-1 Fees) None None None
Other Expenses 0.24% 0.44% 0.24%
Total Annual Series Operating Expenses 0.74% 1.24% 0.74%
(a) The series' investment advisor has voluntarily agreed to reimburse the
Merging Series' expenses, other than the management fees, to the extent
that such expenses exceed 0.25% of the Merging Series' average net assets
(the "expense cap"). Therefore, the Merging Series' operating expenses
after reimbursement were 1.05% for the period ended December 31, 2003.
The following example illustrates the impact of the above fees and expenses
on an account with an initial investment of $10,000, based on the expenses shown
above. It assumes a 5% annual return, the reinvestment of all dividends and
distributions and "Annual Trust Operating Expenses" remaining the same each
year. The example is offered to show the costs of investing in the Surviving and
Merging Series as compared with investing in other mutual funds. This example is
hypothetical; actual trust expenses and returns vary from year to year and may
be higher or lower than those shown.
Fees and expenses if you redeemed your shares at the end of each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Surviving Series $ 75 $ 236 $ 411 $ 917
Merging Series $ 127 $ 394 $ 683 $1,504
Pro Forma Combined Surviving Series $ 75 $ 235 $ 410 $ 914
Note: Actual expenses for the Merging Series may be lower than those shown in
the example above since the expense levels used to calculate the figures shown
do not include the reimbursement of expenses over certain levels by the Merging
Series' advisor.
The purpose of the tables above is to help the investor understand the
various costs and expenses that the investor will bear directly or indirectly.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN SHOWN.
4
PRINCIPAL RISK FACTORS
The Surviving Series' investment objective and policies are similar to those
of the Merging Series. An investment in the Surviving Series is subject to the
same specific risks as an investment in the Merging Series. The following
highlights the principal similarities and differences between the principal risk
factors associated with an investment in the Surviving Series as contrasted with
those associated with the Merging Series and is qualified in its entirety by the
more extensive discussion of risk factors in the Prospectuses and Statements of
Additional Information of the Surviving Series and the Merging Series,
respectively.
An investment in the Surviving Series is subject to specific risks arising
from the types of securities in which the Surviving Series invests and general
risks arising from investing in any mutual fund. You can lose money by investing
in the Surviving Series. There is no assurance that the Surviving Series will
meet its investment objective.
GENERAL
The value of the investments of the Merging Series and the Surviving Series
that supports your share value can decrease. If between the time you purchase
shares and the time you sell shares the value of your series' investments
decrease, you will lose money.
Investment values can decrease for a number of reasons. Conditions affecting
the overall economy, specific industries or companies in which your series
invests can be worse than expected and investments may fail to perform as the
series' investment advisor expects. As a result, the value of your shares may
decrease.
The following chart indicates the primary investment risks of the Surviving
Series and the Merging Series. Descriptions of the risks of the Surviving Series
can be found below.
- --------------------------------------------------- -------------------------------------------------------
SURVIVING SERIES MERGING SERIES
---------------- --------------
- --------------------------------------------------- -------------------------------------------------------
Fixed Income Securities Investment Risk Fixed Income Securities Investment Risk
- --------------------------------------------------- -------------------------------------------------------
o Interest Rate Risk o Interest Rate Risk
- --------------------------------------------------- -------------------------------------------------------
o Credit Risk o Credit Risk
- --------------------------------------------------- -------------------------------------------------------
Foreign Investment Risk Foreign Investment Risk
- --------------------------------------------------- -------------------------------------------------------
o Emerging Market Investment Risk o Emerging Market Investment Risk
- --------------------------------------------------- -------------------------------------------------------
o Foreign Currency Risk o Foreign Currency Risk
- --------------------------------------------------- -------------------------------------------------------
Junk Bond Investment Risk Junk Bond Investment Risk
- --------------------------------------------------- -------------------------------------------------------
Fixed Income Securities Investment Risk.
The risks associated with investments in fixed-income securities include
interest rate risk and credit risk.
Interest Rate Risk.
The value of fixed-income securities will be directly affected by trends in
interest rates. For example, in times of rising interest rates, the value of
these type of securities tends to decrease. When interest rates fall, the value
of these securities tends to rise. Interest rate changes have a greater effect
on the price of fixed-income securities with longer durations.
Credit Risk.
If the issuer of a portfolio security is unable or unwilling to make timely
interest or other income payments to the Series, the Series' income available
for distribution to shareholders and the Series' yield may decrease. Credit risk
for debt obligations generally increases as the credit rating declines. Thus,
when the credit rating declines, there is an increased chance the issuer may not
be able to make principal and interest payments on time.
5
Foreign Investment Risk.
Foreign investments could be more difficult to sell than U.S. investments.
They also may subject a Series to risks different from investing in domestic
securities. Investments in foreign securities involve difficulties in receiving
or interpreting financial and economic information, possible imposition of
taxes, higher brokerage and custodian fees, possible currency exchange controls
or other government restrictions, including possible seizure or nationalization
of foreign deposits or assets. Foreign securities may also be less liquid and
more volatile than U.S. securities. There may also be difficulty in invoking
legal protections across borders. In addition, investment in emerging-market
countries presents risks in greater degree than those presented by investment in
foreign issuers in countries with developed securities markets and more advanced
regulatory systems.
Some foreign securities are issued by companies organized outside the United
States and are traded only or primarily in trading markets outside the United
States. These foreign securities can be subject to most, if not all, of the
risks of foreign investing. Some foreign securities are issued by companies
organized outside the United States but are traded in U.S. securities markets
and are denominated in U.S. dollars. For example, American Depositary Receipts
and shares of some large foreign-based companies are traded on principal U.S.
exchanges. Other securities are not traded in the United States but are
denominated in U.S. dollars. These securities are not subject to all the risks
of foreign investing. For example, foreign trading market or currency risks will
not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Investment Risk.
Some of the Series may invest in companies located in emerging-market
countries and regions. Investment in less-developed countries whose markets are
still emerging generally presents risks in greater degree than those presented
by investment in foreign issuers based in countries with developed securities
markets and more advanced regulatory systems. Prior governmental approval of
foreign investments may be required under certain circumstances in some
developing countries and the extent of foreign investment in domestic companies
may be subject to limitation in other developing countries. The charters of
individual companies in developing countries may impose limitations on foreign
ownership to prevent, among other concerns, violation of foreign investment
limitations. The economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have been and may continue
to be adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures imposed
or negotiated by the countries with which they trade. These economies also have
been (and may continue to be) adversely affected by economic conditions in these
countries.
Foreign Currency Risk.
Changes in foreign exchange rates will affect the value of those securities
denominated or quoted in currencies other than the U.S. dollar. The forces of
supply and demand in the foreign exchange markets determine exchange rates and
these forces are in turn affected by a range of economic, political, financial,
governmental and other factors. Exchange rate fluctuations can affect the
Series' net asset value (share price) and dividends either positively or
negatively depending upon whether foreign currencies are appreciating or
depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over
both the short and long terms. In addition, when certain foreign countries
experience economic difficulties, there is an increased risk that the foreign
government may impose restrictions on the free exchange of its currency.
Junk Bond Investment Risk.
High-yield, high-risk securities (so called "junk bonds") are securities
rated below investment grade by the primary rating agencies such as Standard &
Poor's and Moody's. Below-investment grade securities present a greater risk
that the issuer will not be able to make interest or principal payments on time.
If this happens, the Series would lose income and could expect a decline in the
market value of the securities. Issuers of high-yield securities may not be as
strong financially as those issuing bonds with higher credit ratings and are
more vulnerable to real or perceived economic changes, political changes or
adverse developments specific to the issuer. Analysis of the creditworthiness of
issuers of below investment grade securities may be more complex than for higher
grade securities, making it more difficult to accurately predict risk. The junk
bond market can experience sudden and sharp price swings.
6
THE PROPOSED REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION
The terms and conditions under which the proposed reorganization may be
consummated are set forth in the reorganization agreement. Significant
provisions of the reorganization agreement are summarized below. This summary,
however, is qualified in its entirety by reference to the reorganization
agreement, a form of which is attached to this Prospectus/Proxy Statement as
Appendix A.
The Agreement and Plan of Reorganization contemplates:
o the acquisition by the Surviving Series, on the closing date of the
reorganization, of all of the assets of the Merging Series in exchange
solely for shares of the Surviving Series and the assumption by the
Surviving Series of all liabilities of the Merging Series;
o the distribution of shares of the Surviving Series to the shareholders of
the Merging Series in exchange for their respective shares of the Merging
Series;
o the pro rata distribution of the Surviving Series shares to the Merging
Series shareholders in exchange for the outstanding Merging Series
shares; and
o the complete liquidation of the Merging Series as provided in the
Agreement and Plan of Reorganization.
The assets of the Merging Series to be acquired by the Surviving Series
include all property, including, without limitation, all cash, securities, and
dividends or interest receivables which are owned by the Merging Series and any
deferred or prepaid expenses shown as an asset on the books of the Merging
Series on the closing date of the reorganization. The Surviving Series will
assume all liabilities of the Merging Series as of the closing date, including
all accrued expenses, costs, charges, and reserves of the Merging Series
reflected on the unaudited statement of assets and liabilities as of the closing
date. The closing of the reorganization will occur following satisfaction (or
waiver) of the conditions to closing set forth in the reorganization agreement
or such later date as the parties may agree.
The value of the Merging Series' assets to be acquired and the Merging
Series' liabilities to be assumed by the Surviving Series and the net asset
value of shares of the Surviving Series will be determined immediately after the
close of regular trading on the New York Stock Exchange on the closing date,
using the valuation procedures set forth in the Series' then current Prospectus
and Statement of Additional Information. The number of shares of the Surviving
Series to be issued to the Merging Series will be determined by dividing (a) the
value of the aggregate net assets attributable to shares of the Merging Series
by (b) the net asset value per share of the Surviving Series.
On the closing date, the Merging Series will liquidate and distribute pro
rata to its shareholders of record the Surviving Series shares received by the
Merging Series in exchange for their respective shares in the Merging Series.
This liquidation and distribution will be accomplished by opening an account on
the books of the Surviving Series in the name of each shareholder of record of
the Merging Series and by crediting to each such account the shares due pursuant
to the reorganization. Every Merging Series shareholder will own shares of the
Surviving Series immediately after the reorganization, the value of which will
be equal to the value of the shareholder's Merging Series shares on the Closing
Date.
At or prior to the closing date, the Merging Series will declare a dividend
or dividends that, together with all previous such dividends, will have the
effect of distributing to the Merging Series shareholders all of the Merging
Series' investment company taxable income for all taxable years ending at or
prior to the closing date and all of its net capital gains realized (after
reduction for any capital loss carry-forward) in all taxable years ending at or
prior to the closing date.
7
Subject to certain limitations on liability, the Surviving Series has agreed
to indemnify and hold harmless those Trustees who are not "interested persons"
of the advisor or distributor of the Merging Series (the "Independent Trustees")
from and against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses and liabilities of any sort or kind (collectively
"Liability") which may be asserted against them or for which the Independent
Trustees may become liable arising out of or attributable to the transactions
contemplated by the reorganization agreement, provided that any Independent
Trustee seeking the benefit of this indemnification shall not have materially
contributed to the creation of such Liability by acting in a manner contrary to
his or her fiduciary duties as a trustee under the 1940 Act.
The consummation of the reorganization is subject to a number of conditions
set forth in the reorganization agreement. Certain of these conditions may be
waived by the Board of Trustees or by an authorized officer of the Trust, as
appropriate.
Among the significant conditions which may not be waived are: (a) the receipt
by the Trust of an opinion of counsel that the reorganization will qualify as a
tax-free organization described in Section 368(a) of the Code for Federal income
tax purposes, and (b) the approval of the reorganization agreement by the
shareholders of the Merging Series. The Plan may be terminated and the
reorganization abandoned at any time, before or after approval by the
shareholders of the Merging Series, prior to the closing date, by resolution of
the Board of Trustees. In addition, the reorganization agreement may be amended
by mutual agreement, except that no amendment may be made to the reorganization
agreement subsequent to the Special Meeting that would change the provisions for
determining the number of Surviving Series shares to be issued to shareholders
of the Merging Series without their further approval.
REASONS FOR THE REORGANIZATION
The proposed reorganization is the outcome of the deliberation by the
Trustees of the Trust. Management recommended that the Trustees consider the
benefits that shareholders would realize if the Merging Series were to be
combined with the Surviving Series. In response to this recommendation, the
independent trustees of the Trust requested that management outline a specific
reorganization proposal for their consideration and provide an analysis of the
specific benefits to be realized by shareholders from the proposal.
In the course of their review, the Trustees of the Trust noted that the
reorganization would be a means of combining two series with similar investment
objectives and principal investment strategies and would permit the shareholders
of the Merging Series to pursue their investment goals in a Series which, after
the reorganization, was anticipated to be larger than the Merging Series. In
reaching this conclusion, the Board considered a number of additional factors,
including, but not limited to, the following:
o the potential benefits of the reorganization to shareholders of the
Surviving Series and the Merging Series, including that the
reorganization could result in economies of scale through the spreading
of fixed costs over a larger asset base;
o the terms and conditions of the proposed Plan, and that the proposed Plan
will not result in dilution of shareholder interests;
o the total expense ratio of the combined Surviving Series following the
reorganization is projected to be lower than the current total expense
ratio of the Merging Series;
o the compatibility of investment objectives, policies, restrictions and
investment holdings between the Merging Series and the Surviving Series;
o the ability to better manage asset flows in the Surviving Series because
of its anticipated greater size;
o the comparable performance of the Series;
8
o that the terms and conditions of the Plan will have minimal affect upon
the price of the outstanding shares of each Series;
o that the reorganization provides for continuity of distribution and
shareholder servicing arrangements; and
o the reorganization will not result in the recognition of any gain or loss
for Federal income tax purposes either to the Merging Series or the
Surviving Series and should not adversely impact the tax treatment of the
variable contracts invested in whole or in part in either of the Series.
After considering these and other factors, the Board of Trustees, including
the Independent Trustees, unanimously concluded at a meeting held on November
11, 2003 that the reorganization is fair and reasonable and would be in the best
interests of both the Merging Series and the Surviving Series and their
respective shareholders and that the interests of either Series' shareholders
will not be diluted as a result of the transactions contemplated by the
reorganization. The Trustees unanimously voted to approve the reorganization and
authorized the officers of the Trust to submit the reorganization proposal to
shareholders for consideration.
FEDERAL INCOME TAX CONSEQUENCES
McDermott, Will & Emery, special tax counsel to the Trust, is to opine that,
subject to customary assumptions and representations, on the basis of the
existing provisions of the Internal Revenue Code (the "Code"), the Treasury
Regulations promulgated thereunder and current administrative and judicial
interpretations thereof, for Federal income tax purposes, the reorganization
will qualify as a tax-free reorganization described in Section 368(a) of the
Code. Accordingly:
o no gain or loss will be recognized by the Merging Series on the transfer
of the assets of the Merging Series to the Surviving Series solely in
exchange for Surviving Series shares and the assumption by the Surviving
Series of all liabilities of the Merging Series or upon the distribution
of Surviving Series shares to the Merging Series insurance company
shareholders in exchange for their shares of the Merging Series;
o the tax basis of the Merging Series' assets acquired by the Surviving
Series will be the same to the Surviving Series as the tax basis of such
assets to the Merging Series immediately prior to the reorganization, and
the holding period of the assets of the Merging Series in the hands of
the Surviving Series will include the period during which those assets
were held by the Merging Series; and
o no gain or loss will be recognized by the Surviving Series upon the
receipt of the assets of the Merging Series solely in exchange for the
Surviving Series shares and the assumption by the Surviving Series of all
known liabilities of the Merging Series.
The receipt of such an opinion that the reorganization will qualify as a
tax-free reorganization described in Section 368(a) of the Code is a condition
to the consummation of the reorganization. The Trust has not obtained an
Internal Revenue Service ("IRS") private letter ruling regarding the Federal
income tax consequences of the reorganization and the IRS is not bound by advice
of counsel. You are not directly a shareholder of the Merging Series but,
instead, some or all of your variable life insurance policy or variable annuity
contract is invested in the Merging Series. We also believe, however, that the
reorganization should not adversely affect the tax treatment of your variable
contract.
It is possible, although unlikely in our view, that, because the Merging
Series will no longer be an available Series underlying your variable contract,
your Contract could be considered changed in a manner that causes the contract
or policy to be considered newly issued for Federal income tax purposes. In such
a case, your Contract would be subject to the Federal income tax rules in effect
on the effective date of the reorganization instead of the Federal income tax
rules in effect on the issue date of your Contract, which could have been more
favorable.
Shareholders of the Merging Series should consult their tax advisors
regarding the effect, if any, of the proposed reorganization in light of their
individual circumstances. Since the foregoing discussion relates only to the
Federal
9
income tax consequences of the reorganization, shareholders of the Merging
Series should also consult tax advisors as to state and local tax consequences,
if any, of the reorganization.
It is also possible that if the reorganization were not tax free, which as
indicated above is not expected, and the Surviving Series as a result failed to
qualify as a regulated investment company, the diversification rules of Code
Section 817(h) might be violated. In such a case, income on your contract could
be currently taxable to you.
CAPITALIZATION
The following table sets forth the capitalization of the Surviving Series and
the Merging Series, and on a pro forma basis for the combined Surviving Series
as of December 31, 2003, giving effect to the proposed acquisition of net assets
of the Merging Series at net asset value.
PHOENIX-GOODWIN MULTI- PHOENIX-JANUS FLEXIBLE PRO FORMA
SECTOR FIXED INCOME SERIES INCOME SERIES COMBINED
SURVIVING SERIES MERGING SERIES SERIES
---------------- -------------- ------
Net assets $198,502,439 $49,661,722 $248,164,161
Net asset value per share $9.39 $10.87 $9.39
Shares outstanding 21,143,393 4,567,090 26,432,181
The table set forth above should not be relied on to determine the number of
Surviving Series shares to be received in the reorganization. The actual number
of shares to be received will depend upon the net asset value and number of
shares outstanding of the Merging Series and the Surviving Series at the time of
the reorganization.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The following discussion is a summary of some of the more significant
similarities and differences in the investment objectives, policies and
restrictions of the Surviving Series and the Merging Series. The discussion
below is qualified in its entirety by the discussion elsewhere in this
Prospectus/Proxy Statement and in the Trust's Prospectus and Statement of
Additional Information.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of the Surviving Series and the Merging Series are
similar. The investment objectives of the Surviving Series and the Merging
Series are "fundamental policies" which may not be changed without the approval
of the holders of at least a "majority of the outstanding voting shares" of the
Trust. A majority of the outstanding voting shares is defined in the 1940 Act as
the lesser of (a) the vote of the holders of 67% or more of the outstanding
voting shares of the Series present in person or by proxy, if the holders of
more than 50% of the outstanding voting shares of that Series are present in
person or by proxy, or (b) the vote of the holders of more than 50% of the
outstanding voting shares of the Series.
The principal investment strategies of the Surviving Series are also similar
to the principal investment strategies of the Merging Series.
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SURVIVING SERIES
- ------------------------------------------------- -----------------------------------------------------------------------------
Investment Objective Long-term total return.
- ------------------------------------------------- -----------------------------------------------------------------------------
Principal Investment Strategies The Surviving Series invests primarily in a portfolio of fixed-income
securities. Under normal circumstances, the Surviving Series will invest
at least 80% of its assets in various sectors of the fixed-income securities
market.
PIC will invest in any of several sectors of the fixed-income securities
market:
o high-yield (high-risk) fixed-income securities (sometimes referred
to as "junk bonds");
o high quality fixed-income securities;
o preferred stock;
o convertible securities;
o U.S. and foreign debt obligations;
o certificates of deposit;
o commercial paper;
o bankers' acceptances; and
o government obligations issued or guaranteed by federal, state or
municipal governments or their agencies or instrumentalities.
Securities are selected using a sector-rotation approach. PIC seeks to adjust
the proportion of the Surviving Series' investments in the sectors described
above and the selections within sectors to obtain higher relative returns.
Sectors are analyzed by PIC for attractive values. Securities within sectors
are selected based on general economic and financial conditions, and the
issuer's business, management, cash, assets, earnings and stability. Securities
selected for investment are those that PIC believes offer the best potential for
total return based on risk-to-reward tradeoff.
The Surviving Series generally will be invested in each market sector, but
may also invest any amount of its assets (except for the junk bond and
foreign-debt limits shown below) in any one sector and may choose not to
invest in certain sectors.
The Surviving Series may invest up to 35% of its assets in high-yield (high-
risk) corporate fixed-income securities.
The Surviving Series may invest up to 50% of its assets in debt obligations
of foreign (non-U.S.) issuers. Issuers may be in established- and emerging-
market countries.
PIC seeks to match the average duration and maturity of the Surviving
Series' portfolio to those of the Lehman Brothers Aggregate Bond Index.
- ------------------------------------------------- -----------------------------------------------------------------------------
11
MERGING SERIES
- ------------------------------------------------- -----------------------------------------------------------------------------
Investment Objective Maximum total return consistent with preservation of capital.
- ------------------------------------------------- -----------------------------------------------------------------------------
Principal Investment Strategies The Merging Series invests primarily in a wide variety of income-producing
securities such as corporate bonds and notes, government securities, and
preferred stock.
The Merging Series will invest at least 80% of its assets in income-
producing securities.
The Merging Series will invest at least 65% of its assets in investment grade
debt securities with a dollar-weighted maturity of five to ten years. The
series will limit its investment in high-yield/high-risk bonds ("junk bonds")
to less than 35% of its net assets.
In addition to considering economic factors such as the effect of interest
rates on the Merging Series' investments, Janus applies a "bottom-up"
approach in choosing investments. In other words, Janus looks mostly for
income-producing securities that meet its investment criteria one at a time. If
Janus is unable to find such investments, much of the Merging Series' assets
may be in cash or similar investments.
The Merging Series generates total return from a combination of current income
and capital appreciation, but income is usually the dominant portion.
The Merging Series may also invest to a lesser degree in other types of
securities, such as:
o common stocks;
o mortgage- and asset-backed securities; and
o zero-coupon, pay-in-kind and step-coupon securities.
The Merging Series may invest in foreign equity and debt securities. The
Merging Series may invest directly in foreign securities denominated in a
foreign currency and not publicly traded in the United States, or in
depositary receipts or shares, and passive foreign investment companies.
- ------------------------------------------------- -----------------------------------------------------------------------------
CERTAIN INVESTMENT RESTRICTIONS
The Series are subject to identical investment restrictions that restrict the
scope of their investments. These investment restrictions are "fundamental"
policies. A "fundamental" policy is defined in the 1940 Act to mean that the
restriction cannot be changed without the vote of a "majority of the outstanding
voting shares" of the Series (as that term is defined in the 1940 Act).
Neither Series may:
(1) with respect to 75% of its total assets, purchase securities of an issuer
(other than the U.S. Government, its agencies, instrumentalities or
authorities or repurchase agreements collateralized by U.S. Government
securities and other investment companies), if: (a) such purchase would,
at the time, cause more than 5% of the Series' total assets, taken at
market value, to be invested in the securities of such issuer; or (b)
such purchase would, at the time, result in more than 10% of the
outstanding voting securities of such issuer being held by the Series;
12
(2) purchase securities in a given industry if, after giving effect to the
purchase, more than 25% of its total assets would be invested in the
securities of one or more issuers conducting business activities in the
same industry (excluding the U.S. Government or its agencies or
instrumentalities);
(3) issue senior securities in contravention of the 1940 Act. Activities
permitted by SEC exemptive orders or staff interpretations shall not be
deemed prohibited by this restriction;
(4) borrow money, except (i) in amounts not to exceed one third of the value
of the Series' total assets (including the amount borrowed) from banks,
and (ii) up to an additional 5% of its total assets from banks or other
lenders for temporary purposes. For purposes of this restriction, (a)
investment techniques such as margin purchases, short sales, forward
commitments, and roll transactions, (b) investments in instruments such
as futures contracts, swaps, and options, and (c) short-term credits
extended in connection with trade clearances and settlement shall not
constitute borrowing;
(5) underwrite the securities issued by other persons, except to the extent
that, in connection with the disposition of portfolio securities, a
Series may be deemed to be an underwriter under the applicable law;
(6) purchase or sell real estate, except that a Series may (i) acquire or
lease office space for its own use, (ii) invest in securities of issuers
that invest in real estate or interests therein, (iii) invest in
mortgage-related securities and other securities that are secured by real
estate or interests therein, or (iv) hold and sell real estate acquired
by the Series as a result of the ownership of securities;
(7) make loans, except that a Series may (i) lend portfolio securities, (ii)
enter into repurchase agreements, (iii) purchase all or a portion of an
issue of debt securities, bank loan participation interests, bank
certificates of deposit, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original
issuance of the securities, and (iv) participate in an interfund lending
program with other registered investment companies; and/or
(8) purchase or sell commodities or commodity contracts, except a Series may
purchase and sell derivatives (including, but not limited to, options,
futures contracts and options on futures contracts) whose value is tied
to the value of a financial index or a financial instrument or other
asset (including, but not limited to, securities indices, interest rates,
securities, currencies and physical commodities).
If any percentage restriction described above for the Series is adhered to at
the time of investment, a subsequent increase or decrease in the percentage
resulting from a change in the value of the Series' assets will not constitute a
violation of the restriction.
COMPARATIVE INFORMATION ON PURCHASES AND EXCHANGES
The shares of the Trust are not offered directly to the public. Shares of the
Trust currently are offered to certain separate accounts in order to fund
variable accumulation annuity contracts or variable life insurance policies
("variable products") issued by Phoenix Life Insurance Company ("PLIC"), PHL
Variable Insurance Company ("PHL Variable") and Phoenix Life and Annuity Company
("PLAC") (collectively, "Phoenix"). Investments in the Trust may occur only by
purchasing a variable product contract and directing the allocation of your
purchase payment(s) to the subaccount(s) corresponding to a Series. The
subaccounts, in turn, invest in shares of the Trust. Not all Series may be
offered through a particular variable product.
Phoenix Equity Planning Corporation ("PEPCO") is an indirect subsidiary of
The Phoenix Companies, Inc. ("PNX"). PNX is the parent company of PLIC. PEPCO is
also a broker-dealer registered with relevant regulators and serves as national
distributor of variable products issued by Phoenix. Variable products may be
purchased through broker-dealers registered with applicable regulatory
authorities and who have entered into a sales agreement with PEPCO. Sales
commissions will be paid to registered representatives based on the amount of
premiums received in connection with the sale of variable products, subject to
governing law. PLIC and its insurance company affiliates also pay commissions to
PEPCO based on the amount of premiums received in connection with the sale of
variable products, subject to governing law.
13
Because excessive trading can hurt fund performance and therefore be
detrimental to all policyholders, Phoenix does reserve the right to temporarily
or permanently terminate exchange privileges or reject any specific order from
anyone whose transactions seem to follow a timing pattern, including those who
request more than one exchange out of a subaccount within any 30-day period.
Phoenix will not accept batch transfer instructions from registered
representatives (acting under powers of attorney for multiple contract owners),
unless we have entered into a third-party transfer service agreement with the
registered representative's broker-dealer firm.
COMPARATIVE INFORMATION ON DISTRIBUTIONS AND REDEMPTIONS
Both Series offer the same distributions and redemptions. The Merging Series
and the Surviving Series distribute net income quarterly. Both Series distribute
net realized capital gains, if any, at least annually. All dividends and
distributions with respect to the shares of the Merging Series and the Surviving
Series are paid in additional shares of the respective Series. The number of
shares received in connection with any reinvestment of dividends will be based
upon the net asset value per share of the applicable Series in effect on the
record date. Both Series currently offer shareholders identical exchange
privileges. Shareholders of the either Series may exchange their shares for
shares of a corresponding Series of the Trust.
Shares of the Surviving Series and the Merging Series may be redeemed at a
redemption price equal to the net asset value of the shares as next determined
following the receipt of a redemption order and any other required documentation
in proper form. Payment of redemption proceeds for redeemed shares are generally
made within seven days after receipt of a redemption request in proper form and
documentation, provided that each check used for purchases of shares has been
cleared for payment.
Because both Series offer the same distributions and redemptions, after the
closing, the same services will continue to be available to the shareholders of
the Merging Series but in their capacity as shareholders of the Surviving
Series.
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS
The following is a summary of certain provisions of the Amended Declaration
of Trust of the Merging Series and the Surviving Series.
FORM OF ORGANIZATION
Each is a Series of The Phoenix Edge Series Fund, a business trust organized
under the laws of the Commonwealth of Massachusetts, pursuant to a Declaration
of Trust dated February 18, 1986, as amended. The operations of these Series are
governed by the Declaration of Trust and by Massachusetts law. The shares of the
Trust are registered with the SEC as an open-end management investment company
and are subject to the provisions of the 1940 Act and the rules and regulations
of the SEC thereunder. The Trustees may generally authorize mergers,
consolidations, share exchanges and reorganizations of a new Series or of each
respective Series with another Series or other business organization.
SHARES
The Declaration of Trust authorizes the Trustees to create an unlimited
number of Series. The Trust currently has thirty-three series outstanding. The
Trust may also organize other series in the future. When issued, the shares are
fully paid and non-assessable, have no preference, preemptive or similar rights
unless designated by the Trustees, and are freely transferable. The assets and
proceeds received by the Trust from the issue or sale of shares of a Series are
allocated to that Series and constitute the rights of that Series, subject only
to the rights of creditors. Any underlying assets of a Series are required to be
segregated on the books of account of the Trust. These assets are to be used to
pay the expenses of the Series as well as a share of the general expenses of the
Trust.
14
MEETINGS
The Trustees or President of the Trust may call shareholder meetings as
necessary. To the extent required by the 1940 Act, meetings held for the purpose
of voting on the removal of any Trustee shall be called by the Trustees or upon
written request by shareholders holding at least ten percent of the outstanding
shares entitled to vote.
SHAREHOLDER LIABILITY
Unlike the stockholders of a corporation, under certain circumstances
shareholders of a business trust may be held personally liable for the debts,
claims or other obligations of a business trust. However, the Declaration of
Trust limits shareholder liability. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Trust. The Declaration of Trust provides for indemnification
for any shareholder and any former shareholder who is exposed to liability by
reason of a claim or demand relating to such person being a shareholder. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability, which is considered remote, is limited to circumstances in which the
Trust itself would be unable to meet its obligations.
LIABILITY OF TRUSTEES
The Declaration of Trust provides that Trustees will generally be personally
liable only for willful misfeasance, bad faith, gross negligence or reckless
disregard of duties. The Trust may purchase insurance for Trustees to cover
potential liabilities and will generally indemnify a Trustee against such
claims. The Trust may also advance payments to a Trustee in connection with
indemnification.
LIQUIDATION OR DISSOLUTION
In the event of the liquidation or dissolution of either Series, the Trustees
shall distribute the assets of the Series to the shareholders, according to
their respective rights, after accounting for the liabilities of the Trust.
FISCAL YEAR
The Series each operate on a fiscal year that ends December 31.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Responsibility for the overall supervision of both Series rests with Trustees
of the Trust.
PIC is the investment advisor to the Surviving Series and is responsible for
its day-to-day portfolio management. David L. Albrycht is the portfolio manager
for the Surviving Series. Mr. Albrycht has been a portfolio manager in PIC's
Fixed Income Group since 1994. He is currently responsible for the day-to-day
management of PIC's multi-sector portfolios. He has held various management
positions with Phoenix from 1989 through 1995. Mr. Albrycht earned the right to
use the Chartered Financial Analyst designation in 1991.
PVA is the investment advisor to the Merging Series. PVA has entered into a
subadvisory agreement with Janus to provide day-to-day portfolio management. The
subadvisory agreement between PVA and Janus will be terminated following the
consummation of the proposed merger.
PEPCO serves as financial agent of both Series and, as such, performs
administrative, bookkeeping and pricing functions.
JP Morgan Chase Bank serves as the custodian of the Surviving Series. State
Street Bank and Trust Company serves as custodian to the Merging Series.
PricewaterhouseCoopers LLP serves as independent auditors for both Series.
15
VOTING INFORMATION
QUORUM AND VOTING REQUIREMENTS
This Prospectus/Proxy Statement is being furnished to the shareholders of the
Merging Series in connection with the solicitation by the Board of Trustees of
the Trust of proxies to be used at the meeting. Shareholders of record of the
Merging Series at the close of business on February 25, 2004 ("Record Date") own
4,550,609.5915 shares. Each share will be entitled to vote at the meeting or at
any adjournment(s) thereof. Each of the above shares is entitled to one vote,
with proportionate voting for fractional shares. The record owners of the shares
of each separate Series of the Trust include the Phoenix Life Variable Universal
Life Account, Phoenix Life and Annuity Variable Universal Life Account and the
PHLVIC Variable Universal Life Account (collectively, the "VUL Accounts"), which
fund variable life insurance policies, and the Phoenix Life Variable
Accumulation Account and the PHL Variable Accumulation Account (collectively,
the "VA Accounts"), which fund variable annuity contracts.
Each shareholder of record at the close of business on the Record Date is
entitled to a notice of the meeting and will be asked to instruct Phoenix how to
vote at the Special Meeting or any adjourned or postponed session. No
shareholder, to the Trust's knowledge, owns Contracts which are funded by more
than five percent of the outstanding voting shares of the Trust or of any
Series. The number of votes with respect to which each shareholder will be
entitled to instruct Phoenix will be determined by applying the shareholder's
percentage interest in a subaccount to the total number of votes attributable to
the subaccount. In determining the number of votes, fractional shares will be
recognized. The number of votes for which a shareholder may provide instructions
will be determined as of the Record Date.
In accordance with its view of applicable law, Phoenix will vote the shares
of the Merging Series for which Phoenix receives voting instructions from the
shareholder in accordance with those instructions. Phoenix will vote shares for
which it has not received timely voting instructions from shareholders and any
shares held by Phoenix or its affiliates for their own accounts in the same
proportion as the shares for which shareholders have provided voting
instructions to Phoenix.
In addition to the proxy solicitation by mail, officers and regular employees
of Phoenix or one of its affiliates may solicit voting instructions personally,
by telephone or telegram. Phoenix will, upon request, reimburse banks, brokers,
fiduciaries and nominees for their reasonable expenses in sending proxy
materials. The cost of solicitation of voting instructions will be borne
indirectly by Phoenix. You can provide voting instructions in any one of four
ways:
THROUGH THE INTERNET - www.proxyweb.com
BY TELEPHONE - 800-690-6903
BY MAIL - using the enclosed Voting Instructions Card(s) and postage
paid envelope
IN PERSON - at the Special Meeting
Proxies executed by shareholders may be revoked at any time before they are
exercised by a written revocation received by the Secretary of the Trust, by
properly executing a later-dated proxy (in writing, or by telephone or by the
Internet) or by attending the meeting and voting in person.
We encourage you to vote by telephone or by Internet; have your proxy card in
hand, and call the number or go to the website and follow the instructions given
there. These voting methods will reduce the time and costs of this proxy
solicitation. Whichever method you choose, please read the enclosed proxy
statement carefully before you vote.
As of the Record Date, Phoenix owned 4,550,609.5915 shares of the Merging
Series and 21,959,862.6056 shares of the Surviving Series. No one policyholder
owns beneficially of record 5% or more of the outstanding shares of the Merged
Series, Surviving Series, or the combined Surviving Series assuming consummation
of the reorganization, based on holdings and total shares as of February 25,
2004. As of the Record Date, less than 1% of
16
the outstanding shares of beneficial interest of either Series were held of
record or beneficially owned under a contract or policy by the Trustees or
nominees for election as Trustee and by the executive officers of the Trust, as
a group.
A COPY OF THE TRUST'S MOST RECENT ANNUAL REPORT, DATED DECEMBER 31, 2003 HAS
BEEN FURNISHED TO SHAREHOLDERS. THE TRUST WILL FURNISH, WITHOUT CHARGE, TO ANY
SHAREHOLDER, UPON REQUEST, A COPY OF THE 2003 ANNUAL REPORT . SUCH REQUESTS MAY
BE DIRECTED TO PHOENIX VARIABLE PRODUCTS OPERATIONS, P.O. BOX 8027, BOSTON, MA
02266-8027. SHAREHOLDERS MAY ALSO CALL TOLL-FREE AT (800) 541-0171.
The Board knows of no business, other than that mentioned in the Notice of
Special Meeting, that will be presented for consideration at the Special
Meeting. If any other matter is properly presented, it is the intention of the
persons named on the enclosed Voting Instructions Card(s) to vote in accordance
with their best judgment.
A majority of the outstanding voting shares of a Series entitled to vote
shall constitute a quorum for the meeting. The affirmative vote of a majority of
the outstanding voting securities of the Trust (i.e., the lesser of (i) 67% or
more of the eligible votes of the Merging Series represented at the meeting if
more than 50% of the eligible votes of the Merging Series are present in person
or by proxy or (ii) more than 50% of the eligible votes of the Merging Series)
must approve the herein contemplated merger. For purposes of determining the
presence of a quorum for transacting business at the meeting and for determining
whether sufficient votes have been received for approval of the proposal to be
acted upon at the meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present at the meeting
but which have not been voted. For this reason, abstentions and broker non-votes
will assist the Merging Series in obtaining a quorum, but both have the
practical effect of a "no" vote for purposes of obtaining the requisite vote for
approval of the proposal.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of the reorganization proposal have not
been obtained, then the persons named as proxies may propose one or more
adjournment(s) of the meeting without further notice to shareholders to permit
further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposal, the
percentage of votes then cast, the percentage of negative votes then cast, the
nature of the proposed solicitation activities and the nature of the reasons for
such further solicitation, that an adjournment and additional solicitation is
reasonable and in the interests of shareholders. The persons named as proxies
will vote those proxies that such persons are required to vote FOR the
reorganization proposal in favor of such an adjournment and will vote those
proxies required to be voted AGAINST the reorganization proposal against such
adjournment.
The meeting may be adjourned from time to time by the vote of a majority of
the shares represented at the meeting, whether or not a quorum is present. If
the meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting at which the adjournment is taken unless a new record date
of the adjourned meeting is fixed or unless the adjournment is for more than
sixty (60) days from the date set for the original meeting, in which case the
Trustees shall set a new record date. Notice of any such adjourned meeting shall
be given to each shareholder of record entitled to vote at the adjourned
meeting. At any adjourned meeting, the Trust may transact any business which
might have been transacted at the original meeting.
The individuals named as proxies on the enclosed voting instruction card will
vote in accordance with the shareholder's direction, as indicated thereon, if
the voting instruction card is received and is properly executed. If the
shareholder properly executes a voting instruction card and gives no voting
instructions with respect to the reorganization proposal, the shares will be
voted in favor of the reorganization proposal. The individuals named as proxies
on the enclosed voting instruction card, in their discretion, may vote upon such
other matters as may properly come before the meeting. The Board of Trustees of
the Trust is not aware of any other matters to come before the meeting.
Approval of the reorganization proposal by the shareholders of the Merging
Series is a condition of the consummation of the reorganization. If the
reorganization is not approved, the Merging Series will continue as a
17
series of the Trust and the Board of Trustees of the Trust may consider other
alternatives in the best interests of the shareholders of the Merging Series.
REVOCATION OF PROXIES
Any shareholder who has given an instruction card has the right to revoke the
proxy any time prior to its exercise:
o by written notice of the an instruction card's revocation to the
Secretary of the Trust at the above address prior to the meeting;
o by the subsequent execution and return of another instruction card prior
to the meeting;
o by use of any electronic, telephonic or other alternative means
authorized by the Trustees for authorizing the proxy to act; or
o by being present and voting in person at the meeting and giving oral
notice of revocation to the Chairman of the meeting.
NO APPRAISAL RIGHTS
The staff of the SEC has taken the position that any rights to appraisal
arising under state law are preempted by the provisions of the 1940 Act and Rule
22c-1 thereunder, which generally requires that shares of a registered open-end
investment company be valued at their next determined net asset value.
SOLICITATION OF PROXIES
In addition to solicitation of proxies by mail, officers and employees of
PLIC or its affiliates may solicit proxies personally or by telephone or by
telegram. PLIC or other representatives of the Trust may also use one or more
proxy solicitation firms to assist with the mailing and tabulation effort and
any special personal solicitation of instruction cards. Banks, brokers,
fiduciaries and nominees will, upon request, be reimbursed by PLIC for their
reasonable expenses in sending proxy material to beneficial owners of shares of
the Merging Series. The cost of the solicitation of proxies will be borne by
PLIC.
If a shareholder wishes to participate in the meeting but does not wish to
authorize the execution of an instruction card by telephone or Internet, the
shareholder may still submit the instruction card form included with this proxy
statement or attend the meeting in person.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES OF THE
TRUST, RECOMMEND YOU APPROVE THE PLAN OF REORGANIZATION.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE RESPOND PROMPTLY BY
INTERNET OR BY TELEPHONE OR BY RETURNING THE VOTING INSTRUCTIONS CARD IN THE
POSTAGE-PAID RETURN ENVELOPE.
ADDITIONAL INFORMATION ABOUT THE SERIES
Additional information about the Series is included in the Trust's
Prospectus, as supplemented, and Statement of Additional Information, as
supplemented, dated May 1, 2003 (File No. 033-05033), which has been filed with
the SEC and is incorporated by reference herein. A copy of the Prospectus for
the Trust, as supplemented, and Statement of Additional Information, as
supplemented, may be obtained without charge by contacting Phoenix Variable
Products Mail Operations, P.O. Box 8027, Boston, Massachusetts 02266-8027, or by
calling toll-free at 1-800-541-0171.
18
MISCELLANEOUS
AVAILABLE INFORMATION
Both Series and the Trust are each registered under the 1940 Act and are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and the 1940 Act and, in accordance therewith, file reports,
proxy materials and other information with the SEC. Information about the Trust,
including the SAI for the Trust, can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You can obtain information on the operation
of the Public Reference Room by calling the SEC at (202) 942-8090. Reports and
other information about the Trust are available on the EDGAR Database on the
SEC's Internet site at http://www.sec.gov. Copies of the information may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: publicinfo@sec.gov, or by writing the SEC Reference Section,
Washington, D.C. 20549-0102.
PERFORMANCE FOR THE PERIOD ENDING DECEMBER 31, 2003
The following table compares investment performance for both Series for the
period ending December 31, 2003 and compares the same against relevant
benchmarks. The Series' past performance is not necessarily an indication of how
the Series will perform in the future. The Series performance does not reflect
insurance contract expenses. If these expenses were included, the Series'
performance would be lower.
AVERAGE ANNUAL TOTAL RETURNS (FOR THE LIFE OF THE DATE OF
- ---------------------------- ----------- -------
PERIOD ENDING DECEMBER 31, 2003) 1 YEAR 5 YEARS 10 YEARS SERIES INCEPTION
------ ------- -------- ------ ---------
Surviving Series
o Phoenix-Goodwin Multi-Sector Fixed 14.58% 8.47% 7.69% -- --
Income Series
o Lehman Brothers Aggregate Bond Index(2) 4.10% 6.62% 6.95% -- --
Merging Series
o Phoenix-Janus Flexible Income Series 6.39% -- -- 7.57% 12/15/99
o Lehman Brothers Government/Credit Bond 4.66% -- -- 8.71% 12/15/99
Index(1)
o Lehman Brothers Aggregate Bond Index(2) 4.10% -- -- 8.34% 12/15/99
GROWTH OF $10,000(3) (FOR THE PERIOD ENDING DECEMBER 31, 2003)
PHOENIX-GOODWIN MULTI-SECTOR LEHMAN BROTHERS AGGREGATE
---------------------------- -------------------------
YEAR FIXED INCOME SERIES BOND INDEX(2)
---- ------------------- -------------
12/31/1993 $10,000.00 $10,000.00
12/30/1994 $9,452.65 $9,708.36
12/29/1995 $11,677.60 $11,502.35
12/31/1996 $13,127.77 $11,919.92
12/31/1997 $14,562.56 $13,070.52
12/31/1998 $13,977.70 $14,205.93
12/31/1999 $14,740.48 $14,088.72
12/29/2000 $15,694.49 $15,726.71
12/31/2001 $16,649.89 $17,054.60
12/31/2002 $18,314.58 $18,804.52
12/31/2003 $20,983.99 $19,576.07
- ----------------------------
(1) The Lehman Brothers Government/Credit Bond Index measures government and
corporate bond market total-return performance.
(2) The Lehman Brothers Aggregate Bond Index is an unmanaged commonly used
measure of broad bond market total return performance and is provided for
general comparative purposes.
(3) This chart assumes an initial investment of $10,000 made on the inception
dates noted in the tables above.
19
PHOENIX-JANUS FLEXIBLE LEHMAN BROTHERS LEHMAN BROTHERS AGGREGATE
---------------------- --------------- -------------------------
YEAR INCOME SERIES GOVERNMENT/CREDIT BOND INDEX(1) BOND INDEX(2)
---- ------------- ------------------------------- -------------
12/15/1999 $10,000.00 $10,000.00 $10,000.00
12/31/1999 $10,002.37 $9,941.50 $9,952.50
12/29/2000 $10,645.17 $11,119.50 $11,109.60
12/31/2001 $11,415.67 $12,064.91 $12,047.64
12/31/2002 $12,627.56 $13,396.55 $13,283.82
12/31/2003 $13,434.19 $14,021.14 $13,828.85
SECTOR WEIGHTINGS (as a percentage of bond holdings as of December 31, 2003)
PHOENIX-JANUS FLEXIBLE PHOENIX-GOODWIN MULTI-SECTOR
---------------------- ----------------------------
SECTOR INCOME SERIES FIXED INCOME SERIES
- ------ ------------- -------------------
Corporate Bonds $29,731,353 61.89% $90,210,019 46.99%
U.S. Government Securities $9,942,886 20.70% -- 0.00%
Foreign Government Securities $784,311 1.63% $43,420,967 22.62%
Foreign Corporate Bonds $3,079,503 6.41% $25,868,733 13.48%
Non-Agency Mortgage-Backed Securities -- 0.00% $14,269,624 7.43%
Municipal Bonds -- 0.00% $8,369,960 4.36%
Agency Asset-Backed Securities $4,284,388 8.92% $6,080,977 3.17%
Asset-Backed Securities -- 0.00% $3,738,315 1.95%
Preferred Stock $215,297 0.45% -- 0.00%
Sum of Bond Holdings $48,037,738 100.00% $191,958,595 100.00%
- ----------------------------
(1) The Lehman Brothers Government/ Credit Bond Index measures government and
corporate bond market total-return performance.
(2) The Lehman Brothers Aggregate Bond Index is an unmanaged commonly used
measure of broad bond market total return performance and is provided for
general comparative purposes.
20
ASSET MIX (as a percentage of total assets as of December 31, 2003)
PHOENIX-JANUS FLEXIBLE PHOENIX-GOODWIN MULTI-SECTOR
---------------------- ----------------------------
ASSET MIX INCOME SERIES FIXED INCOME SERIES
- --------- ------------- -------------------
Corporate Bonds $29,731,353 59.87% $90,210,019 45.45%
Foreign Government Securities $ 784,311 1.58% $43,420,967 21.88%
U.S. Government Securities $9,942,886 20.02% -- 0.00%
Foreign Corporate Bonds $3,079,503 6.20% $25,868,733 13.03%
Non-Agency Mortgage-Backed Securities -- 0.00% $14,269,624 7.19%
Municipal Bonds -- 0.00% $ 8,369,960 4.22%
Agency Asset-Backed Securities $4,284,388 8.63% $ 6,080,977 3.06%
Asset-Backed Securities -- 0.00% $ 3,738,315 1.88%
Preferred Stock $ 215,297 0.43% -- 0.00%
Convertible Bonds $ 27,944 0.06% -- 0.00%
Convertible Preferred Stock $ 20,995 0.04% -- 0.00%
Common Stock -- 0.00% $ 1,281 0.00%
Short Term Obligations $1,099,977 2.21% $ 1,334,833 0.67%
Other assets and liabilities, net $ 475,068 0.96% $ 5,207,730 2.62%
Total Net Assets $49,661,722 100.00% $198,502,439 100.00%
TEN LARGEST HOLDINGS (as a percentage of total net assets as of December 31, 2003)
PHOENIX-JANUS FLEXIBLE INCOME SERIES PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES
------------------------------------ ------------------------------------------------
U.S. Treasury Note 2.625%, 11/15/06 4.2% J.P. Morgan TRAC-X NA HY S2 T4 144A 2.7%
Fannie Mae 2.875%, 10/15/05 3.9% 10.125%, 3/25/09
U.S. Treasury Inflationary Note 3%, 2.6% United Mexican States 7.50%, 1/14/12 2.6%
7/15/12 Federative Republic of Brazil 8%, 4/15/14 2.5%
U.S. Treasury Note 4.25%, 11/15/13 2.5% Republic of Venezuela 9.25%, 9/15/27 2.2%
Federal Home Loan Discount Note 0.75%, 1/2/04 2.2% Government of Ukraine RegS 11%, 3/15/07 1.6%
U.S. Treasury Note 3.375%, 11/15/08 2.2% Russian Federation RegS 5%, 3/31/30 1.5%
U.S. Treasury Bond 5.375%, 2/15/31 2.1% Government of New Zealand Series 205 1.3%
Fannie Mae 6.25%, 2/1/11 1.8% 6.50%, 2/15/05
U.S. Treasury Note 5.75%, 8/15/10 1.4% Petrobras International Finance Co. 1.2%
British Sky Broadcasting Group plc 1.2% 9.125%, 7/2/13
6.875%, 2/23/09 Lehman Brothers Commercial Conduit 1.2%
Mortgage Trust 99-C2, A2 7.325%,
9/15/09
Connecticut Mashantucket Western Pequot 1.2%
Tribe Revenue Taxable Series A 144A
6.57%, 9/1/13
LEGAL MATTERS
Matthew A. Swendiman, Counsel for PLIC and Assistant Secretary to the Trust,
has passed upon certain legal matters in connection with the issuance of the
shares of the Surviving Series.
21
ADDITIONAL FINANCIAL INFORMATION
The table set forth below presents certain financial information for the
Surviving Series. The financial highlights for each year ended December 31 are
derived from the Surviving Series' audited financial statements for that year.
The data should be read in conjunction with the audited financial statements and
related notes, which are incorporated by reference to the Statement of
Additional Information related to this Prospectus/Proxy Statement. The financial
statements for the Surviving Series for prior periods are contained in the
Surviving Series' Annual Report to Shareholders which are incorporated by
reference in the Statement of Additional Information related to this
Prospectus/Proxy Statement.
FINANCIAL HIGHLIGHTS
(SELECTED DATA FROM A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
The financial highlights table is intended to help you understand the
Phoenix-Goodwin Multi-Sector Fixed Income Series' financial performance
throughout the periods indicated. Certain information reflects financial results
for a single share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Series (assuming
reinvestment of all dividends and distributions). The information has been
audited by PricewaterhouseCoopers LLP. The Report of Independent Auditors and
the Series' financial statement are included in the December 31, 2003 Annual
Report and are incorporated by reference in the Statement of Additional
Information.
22
SURVIVING SERIES
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
2003 2002 2001(4) 2000 1999
---- ---- ------- ---- ----
Net asset value, beginning of period $ 8.76 $ 8.55 $ 8.75 $ 8.92 $ 9.18
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.59 0.61 0.72(3) 0.75 0.73
Net realized and unrealized gain (loss) 0.65 0.22 (0.21) (0.19) (0.24)
------------- ------------- ------------- ------------- -------------
TOTAL FROM INVESTMENT OPERATIONS 1.24 0.83 0.51 0.56 0.49
------------- ------------- ------------- ------------- -------------
LESS DISTRIBUTIONS
Dividends from net investment income (0.61) (0.62) (0.71) (0.73) (0.75)
------------- ------------- ------------- ------------- -------------
TOTAL DISTRIBUTIONS (0.61) (0.62) (0.71) (0.73) (0.75)
------------- ------------- ------------- ------------- -------------
CHANGE IN NET ASSET VALUE 0.63 0.21 (0.20) (0.17) (0.26)
------------- ------------- ------------- ------------- -------------
NET ASSET VALUE, END OF PERIOD $ 9.39 $ 8.76 $ 8.55 $ 8.75 $ 8.92
============= ============= ============= ============= =============
Total return 14.58% 10.00% 6.09% 6.47% 5.46%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousand) $ 198,502 $ 178,990 $ 167,229 $ 160,101 $ 172,836
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) 0.74%(2) 0.69%(2) 0.65%(2) 0.65% 0.65%
Net investment income 6.41% 7.05% 8.14% 8.45% 7.79%
Portfolio turnover 156% 168% 188% 148% 125%
- --------------------------
(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.71%, 0.69%
and 0.71% for the periods ended December 31, 2001, 2000 and 1999, respectively.
(2) The ratio of operating expenses to average net assets excludes the effect of
expense offsets for custodian fees; if expense offsets were included, the ratio
would not significantly differ.
(3) Computed using average shares outstanding.
(4) As required, effective January 1, 2001, the Fund has adopted the provisions
of AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities and including paydown gains and losses in
interest income. The effect of this change for the year ended December 31, 2001,
was to increase the ratio of net investment income to average net assets from
8.13% to 8.14%. There was no effect to net investment income per share and net
realized and unrealized gain (loss) per share. Per share ratios and supplemental
data for prior periods have not been restated to reflect this change.
23
FUTURE SHAREHOLDER MEETINGS
As a Massachusetts business trust, the Trust does not hold shareholder
meetings unless required by the 1940 Act. Other than this meeting, the Trust
does not anticipate holding a meeting of shareholders of the Series in 2004.
Shareholders who wish to present a proposal for action at the next meeting
should submit the proposal to:
Richard J. Wirth
Secretary, The Phoenix Edge Series Fund
c/o Phoenix Life Insurance Company
One American Row
PO Box 5056
Hartford, CT 06102-5056
Proposals must be received a reasonable time prior to the date of the
shareholder meeting to be considered for inclusion in the proxy materials for
the meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be submitted for consideration by shareholders.
OTHER BUSINESS
The Board of Trustees of the Trust knows of no business to be brought before
the Special Meeting other than the matters set forth in this Prospectus/Proxy
Statement. Should any other matter requiring a vote of Merging Series'
shareholders arise, however, the proxies will vote thereon according to their
best judgment in the interests of the Merging Series and the shareholders of the
Merging Series.
By Order of the Board of Trustees,
RICHARD J. WIRTH
Secretary
Hartford, Connecticut
March 9, 2004
24
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this 14th day of April, 2004, by and between The Phoenix Edge Series Fund, a
Massachusetts business trust (the "Trust"), with its principal place of business
at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the
Phoenix-Goodwin Multi-Sector Fixed Income Series (the "Surviving Series"), a
separate series of the Trust, and the Trust, on behalf of the Phoenix-Janus
Flexible Income Series (the "Merging Series"), another separate series of the
Trust.
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1) of the
United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all of the
assets of the Merging Series to the Surviving Series in exchange solely for
voting shares of beneficial interest of the Surviving Series (the "Surviving
Series Shares"), the assumption by the Surviving Series of all liabilities of
the Merging Series, and the distribution of the Surviving Series Shares to the
shareholders of the Merging Series in complete liquidation of the Merging Series
as provided herein, all upon the terms and conditions hereinafter set forth in
this Agreement.
The Merging Series and the Surviving Series are separate series of the
Trust, an open-end, registered investment company of the management type. The
Merging Series owns securities that generally are assets of the character in
which the Surviving Series is permitted to invest.
The Trustees of the Trust have determined, with respect to the
Surviving Series, that the exchange of all of the assets of the Merging Series
for Surviving Series Shares and the assumption of all liabilities of the Merging
Series by the Surviving Series is in the best interests of the Surviving Series
and its shareholders and that the interests of the existing shareholders of the
Surviving Series would not be diluted as a result of this transaction.
The Trustees of the Trust have also determined, with respect to the
Merging Series, that the exchange of all of the assets of the Merging Series for
Surviving Series Shares and the assumption of all liabilities of the Merging
Series by the Surviving Series is in the best interests of the Merging Series
and its shareholders and that the interests of the existing shareholders of the
Merging Series would not be diluted as a result of this transaction.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF THE MERGING SERIES TO THE SURVIVING SERIES IN
EXCHANGE FOR THE SURVIVING SERIES SHARES, THE ASSUMPTION OF ALL MERGING
SERIES LIABILITIES AND THE LIQUIDATION OF THE MERGING SERIES
1.1 Subject to the requisite approval of the Merging Series
shareholders and the other terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Merging Series
agrees to transfer all of the Merging Series' assets, as set forth in paragraph
1.2, to the Surviving Series, and the Surviving Series agrees in exchange
therefor: (i) to deliver to the Merging Series the number of full and fractional
Surviving Series Shares, determined by dividing the value of the Merging Series'
net assets, computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Surviving Series Share, computed in
the manner and as of the time and date set forth in paragraph 2.2; and (ii) to
assume all liabilities of the Merging Series, as set forth in paragraph 1.3.
Such transactions shall take place at the closing provided for in paragraph 3.1
(the "Closing Date").
1.2 The assets of the Merging Series to be acquired by the
Surviving Series shall consist of all assets and property, including, without
limitation, all cash, securities, commodities and futures interests and
dividends or interests receivable, that are owned by the Merging Series, and any
deferred or prepaid expenses shown as an asset on the books of the Merging
Series, on the Closing Date (collectively, the "Assets").
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1.3 The Merging Series will endeavor to discharge all of its known
liabilities and obligations prior to the Closing Date. The Surviving Series
shall also assume all of the liabilities of the Merging Series, whether accrued
or contingent, known or unknown, existing at the Valuation Date, as defined in
paragraph 2.1 (collectively, "Liabilities"). On or as soon as practicable prior
to the Closing Date, the Merging Series will declare and pay to its shareholders
of record one or more dividends and/or other distributions so that it will have
distributed substantially all (and in no event less than 98%) of its investment
company taxable income and realized net capital gain, if any, for the current
taxable year through the Closing Date.
1.4 Immediately after the transfer of Assets provided for in
paragraph 1.1, the Merging Series will distribute to the Merging Series'
shareholders of record, determined as of immediately after the close of business
on the Closing Date (the "Merging Series Shareholders"), on a pro rata basis,
the Surviving Series Shares received by the Merging Series pursuant to paragraph
1.1, and will completely liquidate. Such distribution and liquidation will be
accomplished, with respect to the Merging Series' shares, by the transfer of the
Surviving Series Shares then credited to the account of the Merging Series on
the books of the Surviving Series to open accounts on the share records of the
Surviving Series in the names of the Merging Series Shareholders. The aggregate
net asset value of Surviving Series Shares to be so credited to Merging Series
Shareholders shall be equal to the aggregate net asset value of the Merging
Series shares owned by such shareholders on the Closing Date. All issued and
outstanding shares of the Merging Series will simultaneously be canceled on the
books of the Merging Series.
1.5 Ownership of Surviving Series Shares will be shown on the books
of the Surviving Series or its transfer agent, as defined in paragraph 3.3.
1.6 Any reporting responsibility of the Merging Series, including,
but not limited to, the responsibility for filing of regulatory reports, tax
returns, or other documents with the U.S. Securities and Exchange Commission
(the "Commission"), any state securities commission, and any federal, state or
local tax authorities or any other relevant regulatory authority, is and shall
remain the responsibility of the Merging Series.
2. VALUATION
2.1 The value of the Assets shall be the value computed as of
immediately after the close of business of the New York Stock Exchange and after
the declaration of any dividends on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures
established by the Trust's Board of Trustees, which shall be described in the
then-current prospectus and statement of additional information with respect to
the Surviving Series.
2.2 The net asset value of Surviving Series Shares shall be the net
asset value per share computed as of the Valuation Date, using the valuation
procedures established by the Trust's Board of Trustees, which shall be
described in the Surviving Series' then-current prospectus and statement of
additional information.
2.3 The number of Surviving Series Shares to be issued (including
fractional shares, if any) in exchange for the Merging Series' Assets shall be
determined by dividing the value of the net assets with respect to the shares of
the Merging Series, determined using the same valuation procedures referred to
in paragraph 2.1, by the net asset value of a Surviving Series Share, determined
in accordance with paragraph 2.2.
2.4 All computations of value shall be made by Phoenix Equity
Planning Corporation, in its capacity as financial agent for the Trust.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be April 16, 2004, or such other date as
the parties may agree. All acts taking place at the closing of the transaction
(the "Closing") shall be deemed to take place simultaneously as of immediately
after the close of business on the Closing Date unless otherwise agreed to by
the parties. The close of business on the Closing Date shall be as of 4:00 p.m.,
Eastern Time. The Closing shall be held at the offices of the Trust or at such
other time and/or place as the parties may agree.
3.2 The Trust shall direct State Street Bank and Trust Company, as
custodian for the Merging Series (the "Custodian"), to deliver, on the next
business day after the Closing, a certificate of an authorized officer stating
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that (i) the Assets have been delivered in proper form to the Surviving Series
on the next business day following the Closing Date, and (ii) all necessary
taxes in connection with the delivery of the Assets, including all applicable
federal and state stock transfer stamps, if any, have been paid or provision for
payment has been made. The Merging Series' portfolio securities represented by a
certificate or other written instrument shall be presented by the Merging Series
Custodian to JP Morgan Chase Bank, as custodian for the Surviving Series, for
examination no later than on the next business day following the Closing Date,
and shall be transferred and delivered by the Merging Series on the next
business day following the Closing Date for the account of the Surviving Series
duly endorsed in proper form for transfer in such condition as to constitute
good delivery thereof. The Custodian shall deliver as of the Closing Date by
book entry, in accordance with the customary practices of such depositories and
the Custodian, the Merging Series' portfolio securities and instruments
deposited with a securities depository, as defined in Rule 17f-4 under the
Investment Company Act of 1940, as amended (the "1940 Act"). The cash to be
transferred by the Merging Series shall be delivered by wire transfer of federal
funds on the Closing Date.
3.3 The Trust shall direct the Variable Products Operations Unit of
Phoenix Life Insurance Company (the "Transfer Agent"), on behalf of the Merging
Series, to deliver, on the next business day following the Closing, a
certificate of an authorized officer stating that its records contain the names
and addresses of the Merging Series Shareholders, and the number and percentage
ownership of outstanding shares owned by each such shareholder immediately prior
to the Closing. The Surviving Series shall issue and deliver to the Secretary of
the Surviving Series a confirmation evidencing the Surviving Series Shares to be
credited on the Closing Date, or provide evidence satisfactory to the Merging
Series that such Surviving Series Shares have been credited to the Merging
Series' account on the books of the Surviving Series. At the Closing each party
shall deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
3.4 In the event that on the Valuation Date (a) the New York Stock
Exchange or another primary trading market for portfolio securities of the
Surviving Series or the Merging Series shall be closed to trading or trading
thereupon shall be restricted, or (b) trading or the reporting of trading on
such Exchange or elsewhere shall be disrupted so that, in the judgment of the
Board of Trustees of the Trust, accurate appraisal of the value of the net
assets of the Surviving Series or the Merging Series, respectively, is
impracticable, the Closing Date shall be postponed until the first Friday after
the day when trading shall have been fully resumed and reporting shall have been
restored.
4. REPRESENTATIONS AND WARRANTIES
4.1 The Trust, on behalf of the Merging Series, represents and
warrants as follows:
(a) The Merging Series is duly organized as a series of the Trust,
which is a business trust duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts, with power under the
Trust's Declaration of Trust, as amended ("Declaration of Trust"), to own all of
its Assets and to carry on its business as it is now being conducted;
(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act and the registration of
shares of the Merging Series under the Securities Act of 1933, as amended ("1933
Act"), is in full force and effect;
(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Merging Series of
the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and the 1940 Act and such as may be required by state securities laws;
(d) The current prospectus and statement of additional information
of the Merging Series and each prospectus and statement of additional
information of the Merging Series used at all times previous to the date of this
Agreement conform or conformed at the time of its use in all material respects
to the applicable requirements of the 1933 Act and the 1940 Act and the rules
and regulations of the Commission thereunder and do not or did not at the time
of their use include any untrue statement of a material fact or omit to state
any material fact required to be
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stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading;
(e) On the Closing Date, the Trust, on behalf of the Merging
Series, will have good and marketable title to the Assets and full right, power,
and authority to sell, assign, transfer and deliver such Assets hereunder free
of any liens or other encumbrances, and upon delivery and payment for such
Assets the Trust, on behalf of the Surviving Series, will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act, other
than as disclosed to the Surviving Series;
(f) The Merging Series is not engaged currently, and the execution,
delivery and performance of this Agreement will not result, in (i) a material
violation of the Declaration of Trust or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Trust, on behalf
of the Merging Series, is a party or by which it is bound, or (ii) the
acceleration of any obligation, or the imposition of any penalty, under any
agreement, indenture, instrument, contract, lease, judgment or decree to which
the Trust, on behalf of the Merging Series, is a party or by which it is bound;
(g) All material contracts or other commitments of the Merging
Series (other than this Agreement and certain investment contracts, including
options, futures and forward contracts) will terminate without liability to the
Merging Series on or prior to the Closing Date;
(h) Except as otherwise disclosed in writing to and accepted by the
Trust on behalf of the Surviving Series, no litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or, to its knowledge, threatened against the Trust on behalf
of the Merging Series or any of its properties or assets that, if adversely
determined, would materially and adversely affect its financial condition or the
conduct of its business. The Trust, on behalf of the Merging Series, knows of no
facts that might form the basis for the institution of such proceedings and is
not a party to or subject to the provisions of any order, decree or judgment of
any court or governmental body which materially and adversely affects its
business or its ability to consummate the transactions herein contemplated;
(i) The Statement of Assets and Liabilities, Statements of
Operations and Changes in Net Assets, and Schedule of Investments of the Merging
Series at December 31, 2003, have been audited by PricewaterhouseCoopers LLP
("PwC"), independent accountants, and are in accordance with generally accepted
accounting principles ("GAAP") consistently applied, and such statements (copies
of which have been furnished to the Surviving Series) present fairly, in all
material respects, the financial condition of the Merging Series as of such date
in accordance with GAAP, and there are no known contingent liabilities of the
Merging Series required to be reflected on a balance sheet (including the notes
thereto) in accordance with GAAP as of such date not disclosed therein;
(j) Since December 31, 2003, there has not been any material
adverse change in the Merging Series' financial condition, assets, liabilities
or business, other than changes occurring in the ordinary course of business, or
any incurrence by the Merging Series of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Surviving Series. For the purposes of this subparagraph (j),
a decline in net asset value per share of the Merging Series due to declines in
market values of securities in the Merging Series' portfolio, the discharge of
Merging Series liabilities, or the redemption of Merging Series Shares by
shareholders of the Merging Series shall not constitute a material adverse
change;
(k) On the Closing Date, all Federal and other tax returns,
dividend reporting forms, and other tax-related reports of the Merging Series
required by law to have been filed by such date (including any extensions) shall
have been filed and are or will be correct in all material respects, and all
Federal and other taxes shown as due or required to be shown as due on said
returns and reports shall have been paid or provision shall have been made for
the payment thereof, and to the best of the Merging Series' knowledge, no such
return is currently under audit and no assessment has been asserted with respect
to such returns;
(l) For each taxable year of its operation (including the taxable
year ending on the Closing Date), the Merging Series has met (or will meet) the
requirements of Subchapter M of the Code for qualification as a regulated
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investment company, has been (or will be) eligible to and has computed (or will
compute) its federal income tax under Section 852 of the Code, and will have
distributed all of its investment company taxable income and net capital gain
(as defined in the Code) that has accrued through the Closing Date, and before
the Closing Date will have declared dividends sufficient to distribute all of
its investment company taxable income and net capital gain for the period ending
on the Closing Date;
(m) All issued and outstanding shares of the Merging Series are,
and on the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable and have been offered and sold in every state and the
District of Columbia in compliance in all material respects with applicable
registration requirements of the 1933 Act and state securities laws. All of the
issued and outstanding shares of the Merging Series will, at the time of
Closing, be held by the persons and in the amounts set forth in the records of
the Transfer Agent, on behalf of the Merging Series, as provided in paragraph
3.3. The Merging Series does not have outstanding any options, warrants or other
rights to subscribe for or purchase any of the shares of the Merging Series, nor
is there outstanding any security convertible into any of the Merging Series
shares;
(n) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary action, if
any, on the part of the Trustees of the Trust, on behalf of the Merging Series,
and, subject to the approval of the shareholders of the Merging Series, this
Agreement will constitute a valid and binding obligation of the Merging Series,
enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles;
(o) The information to be furnished by the Merging Series for use
in registration statements, proxy materials and other documents filed or to be
filed with any Federal, state or local regulatory authority (including the
NASD), which may be necessary in connection with the transactions contemplated
hereby, shall be accurate and complete in all material respects and shall comply
in all material respects with Federal securities and other laws and regulations
thereunder applicable thereto; and
(p) The proxy statement of the Merging Series (the "Proxy
Statement") to be included in the Registration Statement referred to in
paragraph 5.6, insofar as it relates to the Merging Series, will, on the
effective date of the Registration Statement and on the Closing Date (i) not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not materially
misleading provided, however, that the representations and warranties in this
subparagraph (p) shall not apply to statements in or omissions from the Proxy
Statement and the Registration Statement made in reliance upon and in conformity
with information that was furnished by the Surviving Series for use therein, and
(ii) comply in all material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations thereunder.
4.2 The Trust, on behalf of the Surviving Series, represents and
warrants as follows:
(a) The Surviving Series is duly organized as a series of the
Trust, which is a business trust duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts with power under
the Trust's Declaration of Trust to own all of its Assets and to carry on its
business as it is now being conducted;
(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act and the registration of
shares of the Surviving Series under the 1933 Act, is in full force and effect;
(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Surviving Series
of the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state
securities laws;
(d) The current prospectus and statement of additional information
of the Surviving Series and each prospectus and statement of additional
information of the Surviving Series used during the three years previous to
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the date of this Agreement conform or conformed at the time of its use in all
material respects to the applicable requirements of the 1933 Act and the 1940
Act and the rules and regulations of the Commission thereunder and do not or did
not at the time of their use include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not materially misleading;
(e) On the Closing Date, the Trust, on behalf of the Surviving
Series will have good and marketable title to the Surviving Series' assets, free
of any liens of other encumbrances, except those liens or encumbrances as to
which the Merging Series has received notice and necessary documentation at or
prior to the Closing;
(f) The Surviving Series is not engaged currently, and the
execution, delivery and performance of this Agreement will not result, in (i) a
material violation of the Declaration of Trust or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Trust, on behalf
of the Surviving Series, is a party or by which it is bound, or (ii) the
acceleration of any obligation, or the imposition of any penalty, under any
agreement, indenture, instrument, contract, lease, judgment or decree to which
the Trust, on behalf of the Surviving Series, is a party or by which it is
bound;
(g) Except as otherwise disclosed in writing to and accepted by the
Trust, on behalf of the Merging Series, no litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or, to its knowledge, threatened against the Trust on behalf
of the Surviving Series or any of the Surviving Series' properties or assets
that, if adversely determined, would materially and adversely affect the
Surviving Series' financial condition or the conduct of the Surviving Series'
business. The Trust, on behalf of the Surviving Series, knows of no facts that
might form the basis for the institution of such proceedings and is not a party
to or subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects the Surviving Series'
business or the Surviving Series' ability to consummate the transactions herein
contemplated;
(h) The Statement of Assets and Liabilities, Statements of
Operations and Changes in Net Assets, and Schedule of Investments of the
Surviving Series at December 31, 2003, have been audited by PwC, independent
accountants, and are in accordance with GAAP consistently applied, and such
statements (copies of which have been furnished to the Merging Series) present
fairly, in all material respects, the financial condition of the Surviving
Series as of such date in accordance with GAAP, and there are no known
contingent liabilities of the Surviving Series required to be reflected on a
balance sheet (including the notes thereto) in accordance with GAAP as of such
date not disclosed therein;
(i) Since December 31, 2003, there has not been any material
adverse change in the Surviving Series' financial condition, assets, liabilities
or business, other than changes occurring in the ordinary course of business, or
any incurrence by the Surviving Series of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise disclosed
to and accepted by the Merging Series. For purposes of this subparagraph (i), a
decline in net asset value per share of the Surviving Series due to declines in
market values of securities in the Surviving Series' portfolio, the discharge of
Surviving Series liabilities, or the redemption of Surviving Series Shares by
shareholders of the Surviving Series, shall not constitute a material adverse
change;
(j) On the Closing Date, all Federal and other tax returns,
dividend reporting forms, and other tax-related reports of the Surviving Series
required by law to have been filed by such date (including any extensions) shall
have been filed and are or will be correct in all material respects, and all
Federal and other taxes shown as due or required to be shown as due on said
returns and reports shall have been paid or provision shall have been made for
the payment thereof, and, to the best of the Surviving Series' knowledge, no
such return is currently under audit and no assessment has been asserted with
respect to such returns;
(k) For each taxable year of its operation (including the taxable
year including the Closing Date), the Surviving Series has met (or will meet)
the requirements of Subchapter M of the Code for qualification as a regulated
investment company and has been eligible to and has computed (or will compute)
its federal income tax under Section 852 of the Code.
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(l) All issued and outstanding Surviving Series Shares are, and on
the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable (recognizing that, under Massachusetts law, it is
theoretically possible that shareholders of the Merging Series could, under
certain circumstances, be held personally liable for obligations of the Merging
Series) and have been offered and sold in every state and the District of
Columbia in compliance in all material respects with applicable registration
requirements of the 1933 Act. The Surviving Series does not have outstanding any
options, warrants or other rights to subscribe for or purchase any Surviving
Series Shares, nor is there outstanding any security convertible into any
Surviving Series Shares;
(m) The execution, delivery and performance of this Agreement will
have been fully authorized prior to the Closing Date by all necessary action, if
any, on the part of the Trustees of the Trust on behalf of the Surviving Series
and this Agreement will constitute a valid and binding obligation of the Trust
on behalf of the Surviving Series, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles;
(n) Surviving Series Shares to be issued and delivered to the
Merging Series, for the account of the Merging Series Shareholders, pursuant to
the terms of this Agreement, will on the Closing Date have been duly authorized
and, when so issued and delivered, will be duly and validly issued Surviving
Series Shares, and will be fully paid and non-assessable (recognizing that,
under Massachusetts law, it is theoretically possible that shareholders of the
Merging Series could, under certain circumstances, be held personally liable for
obligations of the Merging Series);
(o) The information to be furnished by the Trust for use in the
registration statements, proxy materials and other documents that may be
necessary in connection with the transactions contemplated hereby shall be
accurate and complete in all material respects and shall comply in all material
respects with Federal securities and other laws and regulations applicable
thereto; and
(p) That insofar as it relates to the Surviving Series, the
Registration Statement relating to the Surviving Series Shares issuable
hereunder, and the proxy materials of the Merging Series to be included in the
Registration Statement, and any amendment or supplement to the foregoing, will,
from the effective date of the Registration Statement through the date of the
meeting of shareholders of the Merging Series contemplated therein (i) not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading, provided, however, that the representations and warranties in this
subparagraph (p) shall not apply to statements in or omissions from the
Registration Statement made in reliance upon and in conformity with information
that was furnished by the Merging Series for use therein, and (ii) comply in all
material respects with the provisions of the 1933 Act, the 1934 Act and the 1940
Act and the rules and regulations thereunder.
5. COVENANTS OF THE TRUST ON BEHALF OF THE SURVIVING SERIES AND THE
MERGING SERIES
5.1 The Surviving Series and the Merging Series each will operate
its business in the ordinary course between the date hereof and the Closing
Date, it being understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions, and any other
distribution that may be advisable.
5.2 The Trust will call a meeting of the shareholders of the
Merging Series to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
5.3 The Merging Series covenants that the Surviving Series Shares
to be issued hereunder are not being acquired for the purpose of making any
distribution thereof, other than in accordance with the terms of this Agreement.
5.4 Subject to the provisions of this Agreement, the Surviving
Series and the Merging Series will each take, or cause to be taken, all action,
and do or cause to be done, all things reasonably necessary, proper or advisable
to consummate and make effective the transactions contemplated by this
Agreement.
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5.5 As soon as is reasonably practicable after the Closing, the
Merging Series will make a liquidating distribution to its shareholders
consisting of the Surviving Series Shares received at the Closing.
5.6 The Surviving Series and the Merging Series shall each use its
reasonable best efforts to fulfill or obtain the fulfillment of the conditions
precedent to effect the transactions contemplated by this Agreement as promptly
as practicable.
5.7 The Trust, on behalf of the Merging Series, covenants that it
will, from time to time, as and when reasonably requested by the Trust on behalf
of the Surviving Series, execute and deliver or cause to be executed and
delivered all such assignments and other instruments, and will take or cause to
be taken such further action as the Trust on behalf of the Surviving Series may
reasonably deem necessary or desirable in order to vest in and confirm (a) the
Trust's, on behalf of the Merging Series', title to and possession of the
Surviving Series Shares to be delivered hereunder, and (b) the Trust's, on
behalf of the Surviving Series', title to and possession of all the assets, and
to carry out the intent and purpose of this Agreement.
5.8 The Surviving Series will use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act, the 1940 Act and such
of the state blue sky or securities laws as may be necessary in order to
continue its operations after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING SERIES
The obligations of the Trust, on behalf of the Merging Series, to
consummate the transactions provided for herein shall be subject, at the Trust's
election, to the performance by the Trust, on behalf of the Surviving Series, of
all the obligations to be performed by it hereunder on or before the Closing
Date, and, in addition thereto, the following further conditions:
6.1 All representations and warranties of the Trust, on behalf of
the Surviving Series, contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, except as they may be affected
by the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date;
6.2 The Trust, on behalf of the Surviving Series, shall have
performed all of the covenants and complied with all of the provisions required
by this Agreement to be performed or complied with by the Trust, on behalf of
the Surviving Series, on or before the Closing Date;
6.3 The Merging Series and the Surviving Series shall have agreed
on the number of full and fractional Surviving Series Shares to be issued in
connection with the Reorganization after such number has been calculated in
accordance with paragraph 1.1.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES
The obligations of the Trust, on behalf of the Surviving Series, to
complete the transactions provided for herein shall be subject, at the Trust's
election, to the performance by the Trust, on behalf of the Merging Series, of
all of the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Trust, on behalf of
the Merging Series, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date;
7.2 The Trust shall have delivered to the Surviving Series a
statement of the Merging Series' assets and liabilities, as of the Closing Date,
certified by the Treasurer of the Trust;
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7.3. The Trust, on behalf of the Merging Series, shall have
performed all of the covenants and complied with all of the provisions required
by this Agreement to be performed or complied with by Trust, on behalf of the
Merging Series, on or before the Closing Date;
7.4 The Merging Series and the Surviving Series shall have agreed
on the number of full and fractional Surviving Series Shares to be issued in
connection with the Reorganization after such number has been calculated in
accordance with paragraph 1.1; and
7.5 The Merging Series shall have declared and paid a distribution
or distributions prior to the Closing that, together with all previous
distributions, shall have the effect of distributing to its shareholders (i) all
of its investment company taxable income and all of its net realized capital
gains, if any, for the period from the close of its last fiscal year to 4:00
p.m. Eastern time on the Closing and (ii) any undistributed investment company
taxable income and net realized capital gains from any period to the extent not
otherwise already distributed.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES AND
THE MERGING SERIES
If any of the conditions set forth below have not been satisfied on or
before the Closing Date with respect to the Trust, on behalf of the Merging
Series, or the Trust, on behalf of the Surviving Series, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
8.1 The Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of the Merging Series in accordance with the provisions of the Trust's
Declaration of Trust, applicable Massachusetts law and the 1940 Act.
Notwithstanding anything herein to the contrary, neither the Trust may waive the
conditions set forth in this paragraph 8.1;
8.2 On the Closing Date no action, suit or other proceeding shall
be pending or, to its knowledge, threatened before any court or governmental
agency in which it is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions contemplated
herein;
8.3 All consents of other parties and all other consents, orders
and permits of Federal, state and local regulatory authorities deemed necessary
by the Trust to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except where failure
to obtain any such consent, order or permit would not involve a risk of a
material adverse effect on the assets or properties of the Surviving Series or
the Merging Series, provided that either party hereto may for itself waive any
of such conditions;
8.4 The Registration Statement shall have become effective under
the 1933 Act and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act; and
8.5 The parties shall have received the opinion of McDermott, Will
& Emery, special tax counsel to the Trust, addressed to the Trust substantially
to the effect that, based upon certain facts, assumptions, and representations,
the transaction contemplated by this Agreement shall, for Federal income tax
purposes, qualify as a tax-free reorganization described in Section 368(a) of
the Code. The delivery of such opinion is conditioned upon receipt of
representations McDermott, Will & Emery shall request of the Trust.
Notwithstanding anything herein to the contrary, the Trust may not waive the
condition set forth in this paragraph 8.5.
9. BROKERAGE FEES AND EXPENSES
9.1 The Trust on behalf of the Merging Series and the Trust on
behalf of the Surviving Series represent and warrant to each other that there
are no brokers or finders entitled to receive any payments in connection with
the transactions provided for herein.
9.2 The expenses relating to the proposed Reorganization will be
borne by Phoenix Life Insurance Company. The costs of the Reorganization shall
include, but not be limited to, costs associated with obtaining any necessary
order of exemption from the 1940 Act, preparation of the Registration Statement,
printing and distributing
A-9
the Surviving Series' prospectus and the Merging Series' proxy materials, legal
fees, accounting fees, securities registration fees, and expenses of holding
shareholders' meetings. Notwithstanding any of the foregoing, expenses will in
any event be paid by the party directly incurring such expenses if and to the
extent that the payment by another person of such expenses would result in the
disqualification of such party as a "regulated investment company" within the
meaning of Section 851 of the Code.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Trust has not made any representation, warranty or covenant
not set forth herein; this Agreement constitutes the entire agreement between
the parties.
10.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder. The
covenants to be performed after the Closing shall survive the Closing.
11. TERMINATION
This Agreement may be terminated and the transactions contemplated
hereby may be abandoned by either party by (i) mutual agreement of the parties,
(ii) by either party if the Closing shall not have occurred on or before June
30, 2004, unless such date is extended by mutual agreement of the parties, or
(iii) by either party if the other party shall have materially breached its
obligations under this Agreement or made a material and intentional
misrepresentation herein or in connection herewith. In the event of any such
termination, this Agreement shall become void and there shall be no liability
hereunder on the part of any party or their respective Trustees or officers,
except for any such material breach or intentional misrepresentation, as to each
of which all remedies at law or in equity of the party adversely affected shall
survive.
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner
as may be deemed necessary or advisable by the authorized officers of the Trust;
provided, however, that following the meeting of the shareholders of the Merging
Series called by the Merging Series pursuant to paragraph 5.2 of this Agreement,
no such amendment may have the effect of changing the provisions for determining
the number of the Surviving Series Shares to be issued to the Merging Series
Shareholders under this Agreement to the detriment of such shareholders without
their further approval.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
facsimile, personal service or prepaid or certified mail addressed to The
Phoenix Edge Series Fund, One American Row, P. O. Box 5056, Hartford, CT
06102-5056, Attn: Richard J. Wirth, Esq.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
14.1 The Article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
14.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts without regard to its
principles of conflicts of laws.
14.4 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
A-10
14.5 It is expressly agreed that the obligations of the parties
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents, or employees of the Trust personally, but shall bind only the
trust property of the Surviving Series, as provided in the Declaration of Trust
of the Trust. The execution and delivery by such officers shall not be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of such party as
provided in the Declaration of Trust.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President and its seal to be
affixed thereto and attested by its Secretary or Assistant Secretary.
Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS
PHOENIX-JANUS FLEXIBLE INCOME SERIES
__________________________________ By: _______________________________
SECRETARY
Title: _______________________________
Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS
PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES
__________________________________ By: _______________________________
SECRETARY
Title: _______________________________
A-11
PART B
STATEMENT OF ADDITIONAL INFORMATION
Acquisition of the assets of
PHOENIX-JANUS FLEXIBLE INCOME SERIES
By and in exchange for shares of
PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES
Both a series of
THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
(800) 541-0171
March 9, 2004
This Statement of Additional Information, relating specifically to the
proposed transfer of all of the assets and all the liabilities of the
Phoenix-Janus Flexible Income Series (the "Merging Series"), to the
Phoenix-Goodwin Multi-Sector Fixed Income Series (the "Surviving Series"), both
a series of The Phoenix Edge Series Fund, consists of this cover page and the
following described documents:
1) the Statement of Additional Information of The Phoenix Edge Series
Fund, as filed via EDGAR on Form N-1A (File No. 033-05033) on
April 30, 2003 with Post-Effective Amendment No. 46, and
supplements dated May 1, 2003, May 8, 2003, June 2, 2003, June 11,
2003, July 24, 2003, October 15, 2003 and November 5, 2003 to the
Prospectus dated May 1, 2003 and incorporated by reference;
2) the Annual Report of The Phoenix Edge Series Fund for the year
ended December 31, 2003, as filed via EDGAR on Form N-CSR (File
No. 811-04642) on March 8, 2004 and incorporated by reference;
3) the Pro Forma Financial Statements, filed herewith.
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the Prospectus/Proxy
Statement dated March 9, 2004. A copy of the Prospectus/Proxy Statement may be
obtained without charge by calling Variable Products Operations ("VPO") at
800-541-0171 or by writing to Phoenix Variable Products Mail Operations at PO
Box 8027, Boston, Massachusetts 02266-8027.
The date of this Statement of Additional Information is March 9, 2004.
Phoenix-Goodwin Multi-Sector Fixed Income Series/Phoenix-Janus Flexible Income Series
Pro Forma Combining Schedule of Investments
December 31, 2003 (Unaudited)
Shares or Par Value (in thousands) Value
=============== ============= ========== =========================================== =============== ============= ===========
Phoenix-Goodwin Phoenix-Janus Phoenix-Goodwin Phoenix-Janus
Multi-Sector Flexible Pro Forma Multi-Sector Flexible Pro Forma
Fixed Income Income Combining DESCRIPTION Fixed Income Income Combining
Series Series Portfolios Series Series Portfolios
=============== ============= ========== =========================================== =============== ============= ===========
U.S. GOVERNMENT SECURITIES--4.0%
- 990 990 U.S. Treasury Bond 5.375%, 2/15/31 - 1,032,423 1,032,423
- 425 425 U.S. Treasury Bond 7.25%, 5/15/16 - 530,171 530,171
- 180 180 U.S. Treasury Bond 7.25%, 8/15/22 - 227,173 227,173
- 1,170 1,170 U.S. Treasury Inflationary Note 3%,
7/15/12 (l) - 1,312,421 1,312,421
- 290 290 U.S. Treasury Note 1.625%, 9/30/05 - 289,887 289,887
- 2,065 2,065 U.S. Treasury Note 2.625%, 11/15/06 - 2,083,230 2,083,230
- 1,087 1,087 U.S. Treasury Note 3.375%, 11/15/08 - 1,095,620 1,095,620
- 1,220 1,220 U.S. Treasury Note 4.25%, 11/15/13 - 1,218,665 1,218,665
- 474 474 U.S. Treasury Note 4.375%, 5/15/07 - 501,940 501,940
- 230 230 U.S. Treasury Note 5%, 2/15/11 - 247,007 247,007
- 382 382 U.S. Treasury Note 5.75%, 11/15/05 - 410,143 410,143
- 620 620 U.S. Treasury Note 5.75%, 8/15/10 - 695,175 695,175
- 264 264 U.S. Treasury Note 6%, 8/15/09 - 299,031 299,031
------------ ----------- -----------
TOTAL U.S. GOVERNMENT SECURITIES - 9,942,886 9,942,886
AGENCY MORTGAGE-BACKED SECURITIES--2.4%
5,737 - 5,737 GNMA 6.50%, '23-'32 6,050,696 - 6,050,696
28 - 28 GNMA 8%, 10/15/06 29,661 - 29,661
1 - 1 GNMA 8%, 9/15/06 620 - 620
------------ ----------- -----------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES 6,080,977 - 6,080,977
AGENCY NON MORTGAGE-BACKED SECURITIES--1.7%
- 1,880 1,880 Fannie Mae 2.875%, 10/15/05 - 1,914,774 1,914,774
- 515 515 Fannie Mae 3.25%, 11/15/07 - 518,261 518,261
- 220 220 Fannie Mae 4.375%, 9/15/12 - 217,659 217,659
- 175 175 Fannie Mae 4.625%, 5/1/13 - 170,313 170,313
- 538 538 Fannie Mae 5.25%, 1/15/09 - 579,018 579,018
- 800 800 Fannie Mae 6.25%, 2/1/11 - 884,363 884,363
------------ ----------- -----------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES - 4,284,388 4,284,388
MUNICIPAL BONDS--3.4%
750 - 750 California Alameda Corridor Transportation
Authority Revenue Taxable Series C 6.50%,
10/1/19 827,385 - 827,385
1,750 - 1,750 California Alameda Corridor Transportation
Authority Revenue Taxable Series C 6.60%,
10/1/29 1,928,255 - 1,928,255
2,140 - 2,140 Connecticut Mashantucket Western Pequot
Tribe Revenue Taxable Series A 144A 6.57%,
9/1/13 (b) 2,320,166 - 2,320,166
1,310 - 1,310 Florida University of Miami Exchangeable
Revenue Taxable Series A 7.65%, 4/1/20 (d) 1,432,210 - 1,432,210
1,330 - 1,330 Illinois Educational Facilities Authority -
Loyola University Taxable Series C 7.12%,
7/1/11 1,542,973 - 1,542,973
335 - 335 South Dakota Educational Enhancement
Funding Corp. Taxable Series A 6.72%,
6/1/25 318,971 - 318,971
------------ ----------- -----------
TOTAL MUNICIPAL BONDS 8,369,960 - 8,369,960
ASSET-BACKED SECURITIES--1.5%
326 - 326 Amortizing Residential Collateral Net
Interest Margin Trust 02-9A, A 7.75%,
12/27/32 323,280 323,280
1,000 - 1,000 Green Tree Financial Corp 96-10 M1 7.24%,
11/15/28 920,625 920,625
1,500 - 1,500 Green Tree Financial Corp.97-4, M1 7.22%,
2/15/29 1,016,250 1,016,250
745 - 745 Litigation Settlement Monetized Fee Trust
02-5A, 144A 6%, 10/25/32 (b) 684,176 684,176
793 - 793 Morgan Stanley ABS Capital 03-NC8N 7.60%,
9/25/33 793,984 793,984
------------ ------------ ------------
TOTAL ASSET-BACKED SECURITIES 3,738,315 - 3,738,315
CORPORATE BONDS--46.2%
- 25 25 21St Century Insurance Group 5.90%,
12/15/13 - 25,151 25,151
1,000 - 1,000 ACC Escrow Corp. 144A 10%, 8/1/11 (b) 1,110,000 - 1,110,000
- 60 60 Allied Waste North America Series B 10%,
8/1/09 - 65,100 65,100
500 - 500 Allied Waste North America Series B
7.875%, 1/1/09 523,750 - 523,750
- 65 65 AMC Entertainment, Inc. 9.875%, 2/1/12 - 72,638 72,638
- 40 40 AmerenEnergy Generating Co. Series F
7.95%, 6/1/32 - 48,186 48,186
- 75 75 American Tower Corp. 9.375%, 2/1/09 - 80,250 80,250
1,000 - 1,000 American Towers, Inc. 144A 7.25%,
12/1/11 (b) 1,022,500 - 1,022,500
- 250 250 Americo Life, Inc. 144A 7.875%, 5/1/13 (b) - 249,375 249,375
1,000 - 1,000 AmeriGas Partners/Eagle Finance Corp.
Series B 8.875%, 5/20/11 1,105,000 - 1,105,000
1,000 - 1,000 AmerisourceBergen Corp. 8.125%, 9/1/08 1,132,500 - 1,132,500
- 35 35 Amkor Technology, Inc. 10.50%, 5/1/09 - 37,538 37,538
- 100 100 Anheuser-Busch Cos., Inc. 5.95%, 1/15/33 - 102,662 102,662
- 288 288 Apple Computer, Inc. 6.50%, 2/15/04 - 289,440 289,440
- 110 110 ARAMARK Services, Inc. 6.375%, 2/15/08 - 117,354 117,354
- 145 145 ARAMARK Services, Inc. 7%, 5/1/07 - 159,430 159,430
235 - 235 ArvinMeritor, Inc. 8.75%, 3/1/12 270,250 - 270,250
1,000 - 1,000 AutoNation, Inc. 9%, 8/1/08 1,152,500 - 1,152,500
625 125 750 Ball Corp. 6.875%, 12/15/12 656,250 131,250 787,500
- 180 180 Bank of New York Co., Inc. (The) Series
MTNE 2.20%, 5/12/06 - 180,482 180,482
- 165 165 Belo Corp. 7.125%, 6/1/07 - 184,528 184,528
- 75 75 Belo Corp. 8%, 11/1/08 - 87,525 87,525
- 150 150 Berkley (W.R.) Corp. 5.875%, 2/15/13 - 153,196 153,196
- 100 100 Berkshire Hathaway, Inc. 144A 4.625%,
10/15/13 (b) - 98,320 98,320
- 25 25 Boise Cascade Corp. 6.50%, 11/1/10 - 26,115 26,115
- 150 150 Brown-Forman Corp. 2.125%, 3/15/06 - 149,582 149,582
- 50 50 Bunge Ltd. Finance Corp. 144A 4.375%,
12/15/08 (b) - 50,295 50,295
750 - 750 Cabot Corp.144A 5.25%, 9/1/13 (b) 743,621 - 743,621
750 - 750 Calpine Corp. 144A 8.75%, 7/15/13 (b) 727,500 - 727,500
- 125 125 Capital One Bank 5.75%, 9/15/10 - 132,229 132,229
1,000 - 1,000 Capital One Bank 6.50%, 6/13/13 1,048,413 - 1,048,413
- 200 200 Caterpillar Financial Services Corp.Series
MTNF 2.35%, 9/15/06 - 198,951 198,951
- 175 175 Cendant Corp. 6.25%, 3/15/10 - 190,302 190,302
1,000 - 1,000 Centerpoint Energy 144A 6.85%, 6/1/15 (b) 1,027,795 - 1,027,795
1,100 - 1,100 Centerpoint Energy Houston Electric LLC
144A 5.75%, 1/15/14 (b) 1,148,545 - 1,148,545
- 50 50 Centerpoint Energy Resources Corp. 6.50%,
2/1/08 - 53,564 53,564
- 125 125 Centerpoint Energy, Inc. 144A 5.875%,
6/1/08 (b) - 130,219 130,219
1,500 - 1,500 Chesapeake Energy Corp.144A 6.875%,
1/15/16 (b) 1,552,500 - 1,552,500
- 260 260 ChevronTexaco Capital Co. 3.50%, 9/17/07 - 264,804 264,804
- 75 75 Chevy Chase Bank FSB 6.875%,12/1/13 - 77,250 77,250
- 180 180 Cinergy Corp. 6.25%, 9/1/04 - 184,644 184,644
- 75 75 Cintas Corp. No.2 6%, 6/1/12 - 81,268 81,268
- 175 175 Citigroup, Inc. 4.875%, 5/7/15 - 170,963 170,963
- 50 50 Citizens Banking Corp. 5.75%, 2/1/13 - 50,141 50,141
750 - 750 Citizens Communications 9.25%, 5/15/11 886,682 - 886,682
- 21 21 Clear Channel Communications, Inc. 6%,
11/1/06 - 22,701 22,701
- 100 100 CMS Energy Corp. 144A 7.75%, 8/1/10 (b) - 105,625 105,625
- 125 125 CMS Energy Corp. 7.50%, 1/15/09 - 129,375 129,375
- 100 100 CMS Energy Corp. 7.625%, 11/15/04 - 103,500 103,500
- 250 250 Coca Cola Enterprises, Inc. 4.375%, 9/15/09 - 256,762 256,762
- 133 133 Coca Cola Enterprises, Inc. 7.125%, 8/1/17 - 156,981 156,981
1,000 - 1,000 Comcast Cable Communications, Inc. 6.75%,
1/30/11 1,112,932 - 1,112,932
- 225 225 Comcast Corp. 5.50%, 3/15/11 - 233,870 233,870
- 150 150 Comcast Corp. 5.85%, 1/15/10 - 160,157 160,157
- 300 300 Comcast Corp. 6.375%, 1/30/06 - 322,964 322,964
1,200 - 1,200 Commonwealth Edison Series 102 4.74%,
8/15/10 1,226,802 - 1,226,802
- 340 340 Conoco Funding Co. 5.45%, 10/15/06 - 364,785 364,785
- 55 55 Continental Airlines, Inc. Series 974C
6.80%, 7/2/07 - 54,064 54,064
- 25 25 Continental Airlines, Inc. Series A 7.875%,
7/2/18 - 25,147 25,147
- 235 235 Coors Brewing Co. 6.375%, 5/15/12 - 256,000 256,000
1,000 - 1,000 Coventry Health Care, Inc. 8.125%, 2/15/12 1,115,000 - 1,115,000
- 300 300 Cox Communications, Inc. 6.875%, 6/15/05 - 320,835 320,835
- 20 20 Cox Communications, Inc. 7.125%, 10/1/12 - 23,068 23,068
- 95 95 CSX Corp. 4.875%, 11/1/09 - 98,214 98,214
1,000 - 1,000 CSX Corp. 5.30%, 2/15/14 1,005,459 - 1,005,459
425 - 425 DaimlerChrysler NA Holding Corp. 6.50%,
11/15/13 447,699 - 447,699
- 400 400 Dean Foods Co. 6.625%, 5/15/09 - 422,000 422,000
- 50 50 Dean Foods Co. 6.90%, 10/15/17 - 52,000 52,000
- 30 30 Del Monte Corp. Series B 9.25%, 5/15/11 - 33,300 33,300
550 55 605 Del Monte Corp.144A 8.625%, 12/15/12 (b) 605,000 60,500 665,500
1,000 - 1,000 Denbury Resources, Inc. 7.50%, 4/1/13 1,050,000 - 1,050,000
- 175 175 Devon Energy Corp. 2.75%, 8/1/06 - 175,081 175,081
- 50 50 Dex Media East LLC/Dex Media East Finance Co.
144A 8%, 11/15/13 (b) - 52,750 52,750
- 25 25 Dex Media East LLC/Dex Media East Finance Co.
9.875%, 11/15/09 - 28,750 28,750
- 90 90 Dex Media West LLC/Dex Media Finance Co.
12.125%, 11/15/12 - 111,150 111,150
- 75 75 Dex Media West LLC/Dex Media Finance Co.
144A 9.875%, 8/15/13 (b) - 86,910 86,910
1,200 - 1,200 Dex Media, Inc.144A 0%, 11/15/13 (b) (d) 852,000 - 852,000
- 300 300 Dial Corp. (The) 6.50%, 9/15/08 - 335,581 335,581
- 280 280 Dial Corp. (The) 7%, 8/15/06 - 309,865 309,865
1,250 - 1,250 DIRECTV Holdings LLC 8.375%, 3/15/13 1,456,250 - 1,456,250
850 - 850 Dobson Communications Corp.144A 8.875%,
10/1/13 (b) 864,875 - 864,875
- 175 175 Dominion Resources, Inc. 5%, 3/15/13 - 174,185 174,185
- 100 100 Dominion Resources, Inc. Series D 5.125%,
12/15/09 - 104,379 104,379
- 40 40 Domino's, Inc. 144A 8.25%, 7/1/11 (b) - 43,05 43,050
1,000 - 1,000 Eastman Kodak Co. 7.25%, 11/15/13 1,049,237 - 1,049,237
- 133 133 Echostar DBS Corp. 9.125%, 1/15/09 - 149,459 149,459
1,500 125 1,625 EchoStar DBS Corp. 144A 5.75%, 10/1/08 (b) 1,524,375 127,031 1,651,406
1,000 - 1,000 Echostar DBS Corp. 144A 6.375%, 10/1/11 (b) 1,030,000 - 1,030,000
1,000 - 1,000 Entergy Gulf States, Inc. 144A 3.60%,
6/1/08 (b) 963,918 - 963,918
- 50 50 Farmers Insurance Exchange 144A 8.50%,
8/1/04 (b) - 51,053 51,053
- 75 75 Farmers Insurance Exchange 144A 8.625%,
5/1/24 (b) - 78,375 78,375
- 75 75 Fiserv, Inc. 4%, 4/15/08 - 74,647 74,647
- 50 50 Ford Motor Credit Co. 5.625%, 10/1/08 - 51,330 51,330
- 400 400 Ford Motor Credit Co. 5.75%, 2/23/04 - 402,397 402,397
- 75 75 Ford Motor Credit Co. 7%, 10/1/13 - 79,101 79,101
1,500 - 1,500 Ford Motor Credit Co. 7.25%, 10/25/11 1,626,846 - 1,626,846
- 125 125 Franklin Resources, Inc. 3.70%, 4/15/08 - 124,322 124,322
500 175 675 Freeport-McMoRan Copper & Gold, Inc.
(Indonesia) 10.125%, 2/1/10 578,750 202,562 781,312
- 25 25 Fresenius Medical Capital Trust IV 7.875%,
6/15/11 - 27,125 27,125
- 250 250 Fund American Cos., Inc. 5.875%, 5/15/13 - 253,031 253,031
- 50 50 Gap, Inc. (The) 6.90%, 9/15/07 - 55,437 55,437
- 500 500 General Electric Capital Corp.Series MTNA
2.85%, 1/30/06 - 507,151 507,151
1,750 120 1,870 General Electric Capital Corp.Series MTNA
6%, 6/15/12 1,897,793 130,134 2,027,927
- 175 175 General Mills, Inc. 3.875%, 11/30/07 - 177,212 177,212
- 125 125 General Mills, Inc. 5.125%, 2/15/07 - 132,782 132,782
- 75 75 General Mills, Inc. 6%, 2/15/12 - 80,203 80,203
- 500 500 General Motors Acceptance Corp. 4.50%,
7/15/06 - 514,381 514,381
- 125 125 General Motors Acceptance Corp. 5.85%,
1/14/09 - 132,373 132,373
500 75 575 General Motors Acceptance Corp. 6.875%,
9/15/11 538,563 80,785 619,348
1,500 75 1,575 General Motors Corp. 7.125%, 7/15/13 1,645,005 82,250 1,727,255
- 125 125 Gillette Co. (The) 4.125%, 8/30/07 - 129,549 129,549
1,200 - 1,200 Goldman Sachs Group, Inc. 4.75%, 7/15/13 1,169,485 - 1,169,485
1,000 - 1,000 GTECH Holdings Corp.144A 4.75%, 10/15/10 (b) 1,010,834 - 1,010,834
1,000 - 1,000 GulfTerra Energy Partners 144A 6.25%,
6/1/10 (b) 1,045,000 - 1,045,000
- 42 42 GulfTerra Energy Partners LP Series B
8.50%, 6/1/10 - 47,880 47,880
- 75 75 Halliburton Co. 144A 5.50%, 10/15/10 (b) - 78,436 78,436
- 125 125 Hard Rock Hotel, Inc. 144A 8.875%,
6/1/13 (b) - 133,750 133,750
- 100 100 Harley Davidson, Inc. 144A 3.625%,
12/15/08 (b) - 99,748 99,748
- 25 25 HCA, Inc. 5.25%, 11/6/08 - 25,478 25,478
- 375 375 HCA, Inc. 6.25%, 2/15/13 - 383,853 383,853
900 - 900 HCA, Inc. 6.30%, 10/1/12 927,914 - 927,914
- 355 355 HCA, Inc. 6.91%, 6/15/05 - 373,946 373,946
- 135 135 HCA, Inc. 6.95%, 5/1/12 - 144,749 144,749
775 - 775 Health Care REIT, Inc. 6%, 11/15/13 783,227 - 783,227
1,025 - 1,025 Hollywood Entertainment Corp.9.625%,
3/15/11 1,107,000 - 1,107,000
- 150 150 Household Finance Corp. 4.625%,1/15/08 - 155,929 155,929
1,000 - 1,000 Household Finance Corp. 6.375%, 11/27/12 1,097,054 - 1,097,054
- 125 125 Household Finance Corp. Series MTN 3.375%,
2/21/06 - 127,850 127,850
500 - 500 HRPT Properties Trust 5.75%, 2/15/14 501,356 - 501,356
100 - 100 IASIS Healthcare Corp.13%, 10/15/09 113,000 - 113,000
500 - 500 Insight Midwest 144A 10.50%, 11/1/10 (b) 546,250 - 546,250
750 200 950 InterActiveCorp 7%, 1/15/13 826,933 220,516 1,047,449
- 50 50 International Business Machines Corp.
4.25%, 9/15/09 - 51,293 51,293
- 150 150 International Business Machines Corp.
5.875%, 11/29/32 - 150,927 150,927
- 225 225 International Business Machines Corp. Series
MTN 2.375%, 11/1/06 - 224,547 224,547
1,500 50 1,550 Jabil Circuit, Inc. 5.875%, 7/15/10 1,564,607 52,154 1,616,761
1,000 - 1,000 Janus Capital Group, Inc. 7.75%, 6/15/09 1,113,460 - 1,113,460
- 75 75 K.Hovnanian Enterprises, Inc. 6.50%, 1/15/14 - 75,094 75,094
- 125 125 Kaneb Pipe Line Operating Partnership
5.875%, 6/1/13 - 128,186 128,186
- 150 150 Kellogg Co. 2.875%, 6/1/08 - 144,834 144,834
- 225 225 Kellogg Co. Series B 6%, 4/1/06 - 241,096 241,096
- 200 200 Kellogg Co. Series B 6.60%, 4/1/11 - 224,138 224,138
- 225 225 Kennametal, Inc. 7.20%, 6/15/12 - 238,648 238,648
- 97 97 Kern River Funding Corp.144A 4.893%,
4/30/18 (b) - 96,682 96,682
550 - 550 L-3 Communications Corp.144A 6.125%,
1/15/14 (b) 554,125 - 554,125
750 - 750 Laboratory Corporation of America Holdings
5.50%, 2/1/13 774,286 - 774,286
- 145 145 Liberty Mutual Insurance Co. 144A 7.875%,
10/15/26 (b) - 146,541 146,541
- 200 200 Liberty Mutual Insurance Co. 144A 8.50%,
5/15/25 (b) - 213,914 213,914
750 - 750 Lyondell Chemical Co. 10.875%, 5/1/09 772,500 - 772,500
1,045 60 1,105 Magnum Hunter Resources, Inc. 9.60%,
3/15/12 1,191,300 68,400 1,259,700
- 75 75 Mallinckrodt, Inc. 6.75%, 9/15/05 - 79,313 79,313
- 300 300 Manor Care, Inc. 6.25%, 5/1/13 - 316,125 316,125
- 250 250 Markel Corp. 6.80%, 2/15/13 - 263,624 263,624
- 175 175 Medco Health Solutions, Inc. 7.25%, 8/15/13 - 190,916 190,916
- 150 150 Mellon Funding Corp. 5%, 12/1/14 - 150,378 150,378
800 - 800 MGM Mirage, Inc. 8.50%, 9/15/10 922,000 - 922,000
- 200 200 MidAmerican Energy Holdings 3.50%, 5/15/08 - 196,625 196,625
- 100 100 Miller Brewing Co. 144A 5.50%, 8/15/13 (b) - 102,164 102,164
1,500 - 1,500 Mobile Mini, Inc. 144A 9.50%, 7/1/13 (b) 1,657,500 - 1,657,500
1,560 - 1,560 Mohegan Tribal Gaming Authority 8.125%,
1/1/06 1,688,700 - 1,688,700
1,000 - 1,000 MSW Energy Holdings 144A 8.50%, 9/1/10 (b) 1,095,000 - 1,095,000
- 50 50 Nalco Co. 144A 7.75%, 11/15/11 (b) - 53,750 53,750
- 125 125 Nationwide Financial Services, Inc. 5.625%,
2/13/15 - 128,834 128,834
- 100 100 Nationwide Mutual Insurance Co. 7.50%,
2/15/24 - 102,692 102,692
1,000 - 1,000 Neighborcare, Inc. 144A 6.875%, 11/15/13 (b) 1,022,500 - 1,022,500
- 100 100 New York Life Insurance Co. 144A 5.875%,
5/15/33 (b) - 99,388 99,388
- 50 50 Newell Rubbermaid, Inc. 4%, 5/1/10 - 48,378 48,378
- 250 250 News America, Inc. 6.625%, 1/9/08 - 278,061 278,061
750 - 750 Nextel Communications, Inc. 6.875%, 10/31/13 796,875 - 796,875
- 50 50 Nextel Communications, Inc. 7.375%, 8/1/15 - 54,000 54,000
- 125 125 Nextel Communications, Inc.9.375%, 11/15/09 - 136,875 136,875
- 75 75 Northern States Power Co. 2.875%, 8/1/06 - 75,284 75,284
- 130 130 Occidental Petroleum Corp. 5.875%, 1/15/07 - 141,034 141,034
- 80 80 Occidental Petroleum Corp. Series MTN 4.25%,
3/15/10 - 80,501 80,501
1,925 - 1,925 Office Depot, Inc. 6.25%, 8/15/13 2,021,238 - 2,021,238
1,000 - 1,000 Omnicare, Inc. 6.125%, 6/1/13 1,007,500 - 1,007,500
- 175 175 OneAmerica Financial Partners, Inc. 144A 7%,
10/15/33 (b) - 173,239 173,239
- 50 50 Owens-Brockway Glass Container, Inc. 7.75%,
5/15/11 - 53,938 53,938
750 100 850 Owens-Brockway Glass Container, Inc. 8.75%,
11/15/12 839,063 111,875 950,938
- 140 140 Owens-Brockway Glass Container, Inc. 8.875%,
2/15/09 - 154,175 154,175
- 75 75 Owens-Illinois, Inc. 7.15%, 5/15/05 - 77,906 77,906
- 100 100 Panhandle Eastern Pipe Line Co.144A 4.80%,
8/15/08 (b) - 103,035 103,035
- 200 200 Pemex Project Funding Master Trust 6.125%,
8/15/08 - 210,000 210,000
1,000 - 1,000 Pemex Project Funding Master Trust 7.375%,
12/15/14 1,067,500 - 1,067,500
- 125 125 Pemex Project Funding Master Trust 8.625%,
2/1/22 - 138,438 138,438
1,000 - 1,000 Pemex Project Funding Master Trust 9.125%,
10/13/10 1,187,500 - 1,187,500
- 145 145 Penney (J.C.) Co., Inc. 6%, 5/1/06 - 147,175 147,175
- 175 175 PHH Corp. 6%,3/1/08 - 188,294 188,294
1,200 - 1,200 Pioneer Natural Resource Co. 7.50%, 4/15/12 1,381,378 - 1,381,378
- 25 25 Plains All American Pipeline LP/PAA Finance
Corp. 144A 5.625%, 12/15/13 (b) - 25,344 25,344
1,500 - 1,500 PPC Escrow Corp. 144A 9.25%, 11/15/13 (b) 1,560,000 - 1,560,000
- 150 150 Precision Castparts Corp. 144A 5.60%,
12/15/13 (b) - 150,900 150,900
750 - 750 Premcor Refining Group, Inc. (The) 9.25%,
2/1/10 843,750 - 843,750
- 195 195 Procter & Gamble Co. (The) 4.75%, 6/15/07 - 206,426 206,426
- 75 75 Progressive Corp. (The) 6.25%, 12/1/32 - 78,294 78,294
- 75 75 Provident Cos., Inc. 6.375%, 7/15/05 - 78,344 78,344
- 100 100 PSE&G Power LLC 5.50%,12/1/15 - 100,141 100,141
- 200 200 Public Service Co. of Colorado 7.875%,
10/1/12 - 242,740 242,740
- 50 50 Public Service Co. of Colorado Series 12
4.875%,3/1/13 - 49,978 49,978
- 25 25 Public Service Co. of Colorado Series A
6.875%,7/15/09 - 28,115 28,115
- 250 250 Quest Diagnostics, Inc. 6.75%, 7/12/06 - 273,210 273,210
- 35 35 Quest Diagnostics, Inc. 7.50%, 7/12/11 - 40,707 40,707
- 200 200 Raytheon Co. 6.50%, 7/15/05 - 213,135 213,135
750 - 750 Reliant Resources, Inc.144A 9.25%,
7/15/10 (b) 798,750 - 798,750
- 25 25 Rite Aid Corp. 7.125%,1/15/07 - 25,625 25,625
- 25 25 Rite Aid Corp. 7.625%, 4/15/05 - 25,500 25,500
1,250 - 1,250 Royal Caribbean Cruises 6.875%, 12/1/13 1,265,625 - 1,265,625
- 105 105 Safeway, Inc. 6.15%, 3/1/06 - 112,349 112,349
- 50 50 Saks, Inc. 8.25%, 11/15/08 - 55,750 55,750
- 250 250 Sealed Air Corp. 144A 5.375%, 4/15/08 (b) - 263,972 263,972
- 75 75 Sealed Air Corp. 144A 6.875%, 7/15/33 (b) - 79,387 79,387
400 75 475 Service Corporation International 6%,
12/15/05 410,000 76,875 486,875
600 - 600 Service Corporation International 7.20%,
6/1/06 627,000 - 627,000
- 125 125 Ship Finance International Ltd. 144A 8.50%,
12/15/13 (b) - 124,375 124,375
750 - 750 Six Flags, Inc. 144A 9.625%, 6/1/14 (b) 787,500 - 787,500
- 250 250 SLM Corp. 3.95%, 8/15/08 - 252,472 252,472
- 125 125 SLM Corp. Series MTN 5.05%, 11/14/14 - 123,503 123,503
500 - 500 Smurfit -Stone Container Corp. 8.25%,
10/1/12 545,000 - 545,000
- 100 100 Southern California Edison Co. 7.625%,
1/15/10 - 115,500 115,500
- 140 140 Southwest Gas Corp. 7.625%, 5/15/12 - 159,162 159,162
- 425 425 Southwestern Public Service Co. Series B
5.125%,11/1/06 (k) - 450,375 450,375
- 150 150 Sovereign Bank 5.125%, 3/15/13 - 148,926 148,926
- 35 35 Sovereign Capital Trust 9%, 4/1/27 - 38,652 38,652
1,000 - 1,000 Sprint Capital Corp. 7.625%, 1/30/11 1,120,937 - 1,120,937
1,000 - 1,000 Sprint Capital Corp. 8.375%, 3/15/12 1,167,800 - 1,167,800
- 300 300 StanCorp Financial Group, Inc. 6.875%,
10/1/12 - 326,859 326,859
- 300 300 Starwood Hotels and Resorts 6.75%, 11/15/05 - 316,500 316,500
- 50 50 Stater Brothers Holdings, Inc. 10.75%,
8/15/06 - 52,937 52,937
500 - 500 Suburban Propane Partners LP/Suburban Energy
Finance Corp. 144A 6.875%, 12/15/13 (b) 507,500 - 507,500
1,000 - 1,000 Team Health, Inc. Series B 12%, 3/15/09 1,085,000 - 1,085,000
750 - 750 TECO Energy, Inc. 7.20%, 5/1/11 783,750 - 783,750
- 225 225 Tele-Communications, Inc. 7.875%, 8/1/13 - 266,332 266,332
500 - 500 Tenet Healthcare Corp.5.375%, 11/15/06 495,000 - 495,000
375 - 375 Tenet Healthcare Corp.6.375%, 12/1/11 361,875 - 361,875
500 - 500 Tesoro Petroleum Corp. 8%, 4/15/08 533,750 - 533,750
- 250 250 Time Warner, Inc. 5.625%, 5/1/05 - 261,698 261,698
- 275 275 Time Warner, Inc.6.875%, 5/1/12 - 309,459 309,459
- 75 75 Toll Brothers, Inc. 6.875%, 11/15/12 - 82,701 82,701
1,000 - 1,000 Toys "R "Us, Inc. 7.875%, 4/15/13 1,075,750 - 1,075,750
- 175 175 Travelers Property Casualty Corp. 5%,
3/15/13 - 175,115 175,115
1,000 - 1,000 Triton PCS, Inc. 9.375%, 2/1/11 1,025,000 - 1,025,000
- 100 100 TRW Automotive, Inc. 10.125%, 2/15/13 (g) - 144,425 144,425
- 250 250 TXU Corp.Series C 6.375%, 1/1/08 - 263,125 263,125
- 275 275 TXU Corp.Series J 6.375%, 6/15/06 - 290,812 290,812
- 125 125 TXU Energy Co. 7%, 3/15/13 - 138,250 138,250
1,150 - 1,150 United Rentals North America, Inc.
144A 7.75%, 11/15/13 (b) 1,180,188 - 1,180,188
- 150 150 UnitedHealth Group, Inc. 3.30%, 1/30/08 - 149,310 149,310
- 125 125 UnitedHealth Group, Inc. 4.875%, 4/1/13 - 125,870 125,870
- 130 130 UnitedHealth Group, Inc. 5.20%, 1/17/07 - 139,111 139,111
- 70 70 UnitedHealth Group, Inc. 7.50%, 11/15/05 - 76,847 76,847
- 75 75 Univision Communications, Inc.3.50%,
10/15/07 - 75,384 75,384
- 175 175 Univision Communications, Inc.3.875%,
10/15/08 - 173,150 173,150
- 175 175 US Bancorp Series MTN 2.75%, 3/30/06 - 177,155 177,155
750 - 750 Valero Energy Corp. 6.875%, 4/15/12 829,949 - 829,949
500 - 500 Verizon Global Funding Corp. 6.875%,
6/15/12 560,863 - 560,863
1,000 - 1,000 Verizon Global Funding Corp. 7.25%,
12/1/10 1,151,387 - 1,151,387
- 125 125 Viacom, Inc. 6.40%, 1/30/06 - 134,980 134,980
- 60 60 Vicar Operating, Inc. 9.875%, 12/1/09 - 66,900 66,900
- 150 150 Wal-Mart Stores, Inc. 4.55%, 5/1/13 - 148,160 148,160
- 250 250 Wal-Mart Stores, Inc. 6.875%, 8/10/09 - 288,012 288,012
- 500 500 Waste Management, Inc. 7%, 10/1/04 - 517,438 517,438
- 380 380 Waste Management, Inc. 7.375%, 8/1/10 - 439,101 439,101
550 - 550 WCI Communities, Inc. 9.125%, 5/1/12 607,750 - 607,750
- 125 125 Webster Bank 5.875%, 1/15/13 - 129,078 129,078
- 50 50 Webster Capital Trust II Series B 10%,
4/1/27 - 60,456 60,456
- 455 455 WellPoint Health Networks, Inc.6.375%,
6/15/06 - 496,096 496,096
- 25 25 Westport Resources Corp.144A 8.25%,
11/1/11 (b) - 27,625 27,625
1,000 - 1,000 Williams Cos., Inc. (The) 8.625%, 6/1/10 1,127,500 - 1,127,500
- 100 100 Xcel Energy, Inc. 3.40%, 7/1/08 - 97,658 97,658
- 125 125 Xm Satellite Radio, Inc. 12%, 6/15/10 - 141,875 141,875
- 25 25 Yum!Brands, Inc. 7.70%, 7/1/12 - 28,906 28,906
- 125 125 Zions Bancorporation 2.70%, 5/1/06 - 125,611 125,611
- 125 125 Zions Bancorporation 6%, 9/15/15 - 131,063 131,063
------------ ------------ ------------
TOTAL CORPORATE BONDS 84,935,019 29,731,353 14,666,372
NON-AGENCY MORTGAGE-BACKED SECURITIES--5.8%
885 - 885 Commercial Resecuritization Trust 01-ABC2,
A1 7.17%, 2/21/13 953,034 - 953,034
133 - 133 CS First Boston Mortgage Securities Corp.
97-1R,1M4 7.262%, 2/28/22 (d) 132,246 - 132,246
1,000 - 1,000 DLJ Commercial Mortgage Corp. 98-CF2, A1B
6.24%, 11/12/31 1,105,015 - 1,105,015
64 - 64 First Union Residential Securitization Trust
98-A,SA4 7%, 4/25/25 64,351 - 64,351
1,000 - 1,000 GMAC Commercial Mortgage Securities, Inc.
97-C2, A3 6.566%, 11/15/07 1,095,942 - 1,095,942
2,100 - 2,100 Lehman Brothers Commercial Conduit Mortgage
Trust 99-C2, A2 7.325%, 9/15/09 2,426,662 - 2,426,662
1,500 - 1,500 Master Alternative Loan Trust 02-3, M2
5.727%, 12/25/32 1,469,883 - 1,469,883
1,700 - 1,700 Morgan Stanley Capital I 98-WF2, C 6.77%,
7/15/30 1,916,748 - 1,916,748
407 - 407 Paine Webber Mortgage Acceptance Corp.
00-1, M 7.75%, 9/25/30 406,737 - 406,737
786 - 786 Residential Funding Mortgage Securities I
94-S7, M3 6.50%, 3/25/24 796,628 - 796,628
782 - 782 Sasco Net Interest Margin Trust 03-25XS, A
7.25%, 8/28/33 778,829 - 778,829
816 - 816 Sasco Net Interest Margin Trust 03-28XS, A
7.50%, 9/28/33 813,616 - 813,616
993 - 993 Sasco Net Interest Margin Trust 03-36XS, A
7.50%, 11/25/33 991,927 - 991,927
297 - 297 Summit Mortgage Trust 00-1, B3 6.079%,
12/28/12 (d) 296,915 - 296,915
1,000 - 1,000 Vanderbilt Mortgage Finance 02-C, A4 657%,
8/7/24 1,021,091 - 1,021,091
------------ ------------ ------------
TOTAL NON-AGENCY MORTGAGE-BACKED SECURITIES 14,269,624 - 14,269,624
FOREIGN GOVERNMENT SECURITIES--17.8%
700 - 700 Commonwealth of Australia Series 705 7.50%,
7/15/05 (j) 544,155 - 544,155
- 225 225 Deutsche Bundesrepublik Series 025%,
7/4/12 (g) - 300,495 300,495
750 - 750 Federative Republic of Brazil 10%, 8/7/11 832,500 - 832,500
500 - 500 Federative Republic of Brazil 11%, 8/17/40 552,500 - 552,500
5,110 - 5,110 Federative Republic of Brazil 8%, 4/15/14 5,033,696 - 5,033,696
500 - 500 Federative Republic of Brazil 9.25%,
10/22/10 540,000 - 540,000
3,750 - 3,750 Government of New Zealand Series 205 6.50%,
2/15/05 (h) 2,488,535 - 2,488,535
1,750 - 1,750 Government of New Zealand Series 404 8%,
4/15/04 (h) 1,157,513 - 1,157,513
2,777 - 2,777 Government of Ukraine RegS 11%, 3/15/07 3,089,073 - 3,089,073
500 - 500 Government of Ukraine RegS 7.65%, 6/11/13 522,500 - 522,500
- 325 325 Kingdom of Spain 5%, 7/30/12 (g) - 433,191 433,191
1,500 - 1,500 Republic of Austria 5.50%, 10/20/07 (g) 2,037,715 - 2,037,715
496 - 496 Republic of Bulgaria 144A 8.25%, 1/15/15 (b) 584,040 - 584,040
254 - 254 Republic of Bulgaria RegS 8.25%, 1/15/15 299,085 - 299,085
1,000 - 1,000 Republic of Chile 5.50%, 1/15/13 1,028,500 - 1,028,500
500 - 500 Republic of Colombia 10%, 1/23/12 550,000 - 550,000
1,500 - 1,500 Republic of Colombia 11.75%, 2/25/20 1,815,000 - 1,815,000
350 - 350 Republic of Lithuania 4.50%, 3/5/13 (g) 433,968 - 433,968
1,000 - 1,000 Republic of Panama 8.25%, 4/22/08 1,105,000 - 1,105,000
500 - 500 Republic of Panama 9.625%, 2/8/11 580,000 - 580,000
1,000 - 1,000 Republic of Peru 8.75%, 11/21/33 1,005,000 - 1,005,000
1,000 - 1,000 Republic of South Africa 5.25%, 5/16/13 (g) 1,207,745 - 1,207,745
5,000 - 5,000 Republic of South Africa Series R 150 12%,
2/28/05 (f) 780,629 - 780,629
1,000 - 1,000 Republic of Turkey 10.50%, 1/13/08 1,180,000 - 1,180,000
500 - 500 Republic of Turkey 11%, 1/14/13 628,750 - 628,750
1,500 - 1,500 Republic of Turkey 11.75%, 6/15/10 1,905,000 - 1,905,000
1,125 - 1,125 Republic of Venezuela 144A 10.75%,
9/19/13 (b) 1,206,563 - 1,206,563
4,750 - 4,750 Republic of Venezuela 9.25%, 9/15/27 4,346,250 4,346,250
3,000 - 3,000 Russian Federation RegS 5%, 3/31/30 (d) 2,891,250 2,891,250
- 50 50 United Mexican States 4.625%, 10/8/08 - 50,625 50,625
4,500 - 4,500 United Mexican States 7.50%, 1/14/12 5,076,000 - 5,076,000
------------ ------------ ------------
TOTAL FOREIGN GOVERNMENT SECURITIES 43,420,967 784,311 44,205,278
FOREIGN CORPORATE BONDS--11.7%
1,500 550 2,050 British Sky Broadcasting Group plc 6.875%,
2/23/09 1,685,946 618,180 2,304,126
- 250 250 British Sky Broadcasting Group plc 7.30%,
10/15/06 - 278,579 278,579
750 - 750 Cascades, Inc.7.25%, 2/15/13 795,000 - 795,000
1,750 - 1,750 Cia Brasileira de Bebidas 144A 8.75%,
9/15/13 (b) 1,855,000 - 1,855,000
750 - 750 Clondalkin Industries plc 10.625%,
1/15/10 (g) 1,042,981 - 1,042,981
- 90 90 Corus Entertainment, Inc. 8.75%, 3/1/12 - 99,450 99,450
1,500 - 1,500 Crown European Holdings SA 144A 10.25%,
3/1/11 (b) (g) 2,133,262 - 2,133,262
1,000 - 1,000 CSN Islands VIII Corp.144A 9.75%,
12/16/13 (b) 1,030,000 - 1,030,000
- 75 75 Deutsche Telekom International Finance BV
3.875%, 7/22/08 - 75,247 75,247
1,000 - 1,000 Deutsche Telekom International Finance BV
8.50%, 6/15/10 (d) 1,209,116 - 1,209,116
1,000 - 1,000 Enersis SA 144A 7.375%, 1/15/14 (b) 1,031,748 - 1,031,748
1,250 - 1,250 European Investment Bank Series MTN 6%,
7/15/05 (j) 948,452 - 948,452
- 50 50 Fresenius Finance BV 144A 7.75%,
4/30/09 (b)(g) - 68,428 68,428
- 125 125 Hanson Australia Funding 5.25%, 3/15/13 - 124,423 124,423
- 150 150 Hutchison Whampoa International Ltd. 144 A
5.45%, 11/24/10 (b) - 152,146 152,146
750 - 750 Hutchison Whampoa International Ltd. 144 A
6.25%, 1/24/14 (b) 761,536 - 761,536
1,000 - 1,000 Kazkommerts International BV 144A 8.50%,
4/16/13 (b) 1,051,250 - 1,051,250
250 - 250 Kazkommerts International BV RegS 10.125%,
5/8/07 282,500 - 282,500
1,250 - 1,250 Korea Development Bank 5.75%, 9/10/13 1,312,329 - 1,312,329
1,280 - 1,280 Kyivstar GSM RegS 12.75%, 11/21/05 1,417,600 - 1,417,600
750 - 750 MEI Euro Finance Ltd.144A 8.75%, 5/22/10 (b) 757,500 - 757,500
1,250 - 1,250 Norske Skogindustrier ASA 144A 6.125%,
10/15/15 (b) 1,265,763 - 1,265,763
2,250 - 2,250 Petrobras International Finance Co. 9.125%,
7/2/13 2,475,000 - 2,475,000
- 100 100 Rogers Cable, Inc. 6.25%, 6/15/13 - 100,750 100,750
1,000 - 1,000 Rogers Cable, Inc. 7.875%, 5/1/12 1,115,000 - 1,115,000
- 75 75 SABMiller plc 144A 6.625%, 8/15/33 (b) - 79,292 79,292
- 75 75 Telenet Group Holdings NV 144A 0%,
6/15/14 (b) (d) - 47,625 47,625
- 75 75 Telenet Group Holdings NV 144A 9%,
12/15/13 (b) (g) - 98,385 98,385
1,000 - 1,000 Turanalem Finance BV 144A 7.875%, 6/2/10 (b) 1,027,500 - 1,027,500
- 200 200 TXU Australia Holdings Partnership LP 144A
6.15%, 11/15/13 (b) - 203,847 203,847
- 225 225 Tyco International Group SA 144A 6%,
11/15/13 (b) - 231,750 231,750
- 375 375 Tyco International Group SA 5.80%, 8/1/06 - 396,562 396,562
1,000 125 1,125 Tyco International Group SA 6.375%,
10/15/11 1,068,750 133,594 1,202,344
- 125 125 Tyco International Group SA 6.375%, 2/15/06 - 133,125 133,125
1,000 - 1,000 Vale Overseas Ltd.144A 9%, 8/15/13 (b) 1,095,000 - 1,095,000
- 175 175 Valentia Telecommunications Ltd.144A 7.25%,
8/15/13 (b) (g) - 238,120 238,120
500 - 500 Xerox Capital Europe plc 5.875%, 5/15/04 507,500 - 507,500
------------ ------------ ------------
TOTAL FOREIGN CORPORATE BONDS 25,868,733 3,079,503 28,948,236
CONVERTIBLE BONDS--0.0%
- 50 50 Candescent Technologies Corp.Cv.144A 8%,
5/1/03 (b) (c) (e) (i) (m) - - -
- 10 10 Fleetwood Enterprises Cv.144A 5%,
12/15/23 (b) - 11,613 11,613
- 15 15 Magnum Hunter Re Cv.144A 1.17%,
12/15/23 (b) (d) - 16,331 16,331
------------ ------------ ------------
TOTAL CONVERTIBLE BONDS - 27,944 27,944
DEBT INDEX SECURITIES--2.1%
5,000 - 5,000 J.P. Morgan TRAC-X NA HY S2 T4 144A
10.125%, 3/25/09 (b) 5,275,000 - 5,275,000
------------ ------------ ------------
TOTAL DEBT INDEX SECURITIES 5,275,000 - 5,275,000
PREFERRED STOCKS--0.1%
- 3,925 3,925 Chevy Chase Bank Pfd. 8% - 112,647 112,647
- 1,225 1,225 Chevy Chase Preferred Capital Corp. Series A
Pfd. 10.375% - 73,500 73,500
- 1,100 1,100 Saul Centers, Inc. Pfd. 8% - 29,150 29,150
------------ ------------ ------------
TOTAL PREFERRED STOCKS - 215,297 215,297
CONVERTIBLE PREFERRED STOCKS--0.0%
- 650 650 General Motors Corp. Series C Cv. Pfd. 6.25% - 20,995 20,995
------------ ------------ ------------
TOTAL CONVERTIBLE PREFERRED STOCKS - 20,995 20,995
COMMON STOCKS--0.0%
64,050 - 64,050 AT&T Latin America Corp. Class A (e) 1,281 - 1,281
------------ ------------ ------------
TOTAL COMMON STOCKS 1,281 - 1,281
WARRANTS--0.0%
1,000 - 1,000 Loral Space & Communications, Inc.
Warrants (e) (i) - - -
------------ ------------ ------------
TOTAL WARRANTS - - -
SHORT-TERM OBLIGATIONS--1.0%
- 1,100 1,100 Federal Home Loan Discount Note 0.75%,
1/2/04 - 1,099,977 1,099,977
1,335 - 1,335 FHLB Discount Note 0.75%, 1/7/04 1,334,833 - 1,334,833
------------ ------------ ------------
TOTAL SHORT-TERM OBLIGATIONS 1,334,833 1,099,977 2,434,810(a)
TOTAL INVESTMENTS--97.7% 193,294,709 49,186,654 242,481,363
(Identified cost $181,117,642, $47,290,385
and $228,408,027)
Other assets and liabilities, net---2.3% 5,207,730 475,068 5,682,798
------------ ------------ ------------
NET ASSETS--100.0% $198,502,439 $ 49,661,722 $248,164,161
============ ============ ============
(a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of
$14,711,233 and gross depreciation of $1,142,162 for federal income tax purposes. At December 31, 2003, the aggregate cost of
securities for federal income tax purposes was $228,912,292.
(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities amounted to a value
of $50,585,394 or 20.4% of net assets.
(c) Security in default.
(d) Variable or step coupon security; interest rate shown reflects the rate currently in effect.
(e) Non-income producing.
(f) Par value represents South African Rand.
(g) Par value represents Euro.
(h) Par value represents New Zealand Dollar.
(i) Illiquid. Security valued at fair value as determined in good faith by or under the direction of the Trustees. At December
31, 2003, these securities amounted to $0 or 0.0% of net assets.
(j) Par value represents Australian Dollar.
(k) All or a portion segregated as collateral for forward currency contracts and long settlements.
(l) Principal amount is adjusted daily pursuant to the change in the Consumer Price Index.
(m) This security has an acquisition date of 3/6/00 and an acquisition cost of $40,000. The series will bear any costs, including
those involved in registration under the Securities Act of 1933, in connection with the disposition of such securities.
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS
Phoenix-Goodwin Multi-Sector Fixed Income Series/Phoenix-Janus Flexible Income Series
Pro Forma Combining Statement of Assets and Liabilities
December 31, 2003 (Unaudited)
================== =============== =========== =============
Phoenix-Goodwin Phoenix-Janus Pro Forma
Multi-Sector Fixed Flexible Income Adjustments Combining
Income Series Series Portfolios
================== =============== =========== =============
ASSETS
Investment securities at value
(Identified cost $181,117,642, $47,290,385
and $228,408,027) $ 193,294,709 $ 49,186,654 $242,481,363
Cash 1,471,847 3,618 1,475,465
Receivables
Investment securities sold 3,679 149,941 153,620
Fund shares sold 850,822 112,174 962,996
Interest 3,310,536 665,169 3,975,705
Prepaid expenses 3,026 784 3,810
------------------ --------------- ----------- -------------
Total assets 198,934,619 50,118,340 - 249,052,959
------------------ --------------- ----------- -------------
LIABILITIES
Payables
Net unrealized depreciation on forward
currency contracts - 97,563 97,563
Investment securities purchased - 96,558 96,558
Fund shares repurchased 249,434 174,066 423,500
Investment advisory fee 83,017 23,255 106,272
Administration fee 12,774 3,232 16,006
Financial agent fee 13,175 5,764 18,939
Printing 25,171 16,805 41,976
Professional 30,338 31,440 61,778
Trustees' fee 2,360 2,360 4,720
Accrued expenses 15,911 5,575 21,486
------------------ --------------- ----------- -------------
Total liabilities 432,180 456,618 - 888,798
------------------ --------------- ----------- -------------
NET ASSETS $ 198,502,439 49,661,722 - $ 248,164,161
================== =============== =========== =============
Shares of beneficial interest outstanding 21,143,393 4,567,090 721,698 (a) 26,432,181
Net assets $ 198,502,439 $ 49,661,722 $ 248,164,161
Net asset value per share $ 9.39 $ 10.87 $ 9.39
(a) Adjustment reflects additional shares issued in conversion.
See Notes to Pro Forma Financial Statements.
Phoenix-Goodwin Multi-Sector Fixed Income Series/Phoenix-Janus Flexible Income Series
Pro Forma Combining Statement of Operations
January 1, 2003 through December 31, 2003 (Unaudited)
================== ============== ================= ==================
Phoenix-Goodwin Phoenix-Janus Pro Forma
Multi-Sector Fixed Flex Income Adjustments Combining
Income Series Series Portfolios
================== ============== ================= ==================
INVESTMENT INCOME
Interest $ 13,624,003 $ 2,436,366 $ - $ 16,060,369
Dividends - 3,893 - 3,893
--------------------- -------------- ----------------- ------------------
Total investment income 13,624,003 2,440,259 16,064,262
--------------------- -------------- ----------------- ------------------
EXPENSES
Investment advisory fee 953,288 390,016 (146,256) 1,197,048
Financial agent fee 156,973 67,501 (29,839) 194,635
Administration fee 146,806 (a) 37,447 (a) 92 (a) 184,345
Printing 49,947 29,400 (21,714) 57,633
Professional 7,601 25,188 140 32,929
Custodian 59,288 32,858 (30,898) 61,248
Trustees 5,932 5,931 (6,425) 5,438
Miscellaneous 28,063 17,814 (15,510) 30,367
--------------------- -------------- ----------------- ------------------
Total expenses 1,407,898 606,155 (250,410) (b) 1,763,643
Custodian fees paid indirectly (6,210) (44) - (6,254)
Less expenses borne by investment advisor - (94,125) 94,125 (b) -
--------------------- -------------- ----------------- ------------------
Net expenses 1,401,688 511,986 (156,285) 1,757,389
--------------------- -------------- ----------------- ------------------
NET INVESTMENT INCOME (LOSS) 12,222,315 1,928,273 156,285 14,306,873
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities 10,262,253 1,223,781 - 11,486,034
Net realized loss on foreign currency
transactions (172,638) (142,193) - (314,831)
Net change in unrealized appreciation
(depreciation) on investments 3,551,773 (31,145) - 3,520,628
Net change in unrealized appreciation
(depreciation) on foreign currency
and foreign currency transaction (6,230) (41,574) - (47,804)
Net gain (loss) on investments 13,635,158 1,008,869 - 14,644,027
--------------------- -------------- ----------------- ------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS 25,857,473 $ 2,937,142 $ 156,285 $ 28,950,900
================== ============== ================= ==================
Adjustments:
(a) Reflects new Administration Fees of 0.077% for a twelve month period, 1/1/03 to 12/31/03. The adjustment column reflects what
the annual fee would be based on combined net assets.
(b) Reflects elimination of target fund contracts.
Note: The expenses for Phoenix-Goodwin Multi-Sector Fixed Income Fund are based on the expense schedule which became effective
9/30/03.
See Notes to Pro Forma Financial Statements.
PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES/
PHOENIX-JANUS FLEXIBLE INCOME SERIES
NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS
DECEMBER 31, 2003 (UNAUDITED)
1. BASIS OF COMBINATION
The unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined
Statement of Assets and Liabilities and Pro Forma Combined Statement of
Operations give effect to the proposed merger of the Phoenix-Janus Flexible
Income Series ("Janus Flex") into the Phoenix-Goodwin Multi-Sector Fixed Income
Series ("Multi-Sector"). The proposed merger will be accounted for by the method
of accounting for tax-free mergers of investment companies. The merger provides
for the transfer of all of the assets of Janus Flex to Multi-Sector and the
subsequent liquidation of Janus Flex. The accounting survivor in the proposed
merger will be Multi-Sector. This is because the surviving fund will invest in a
style that is similar to the way in which Multi-Sector is currently operated
(including hedging and investment in debt securities). Additionally,
Multi-Sector has a significantly larger asset base than Janus Flex.
The pro forma combined statements should be read in conjunction with the
historical financial statements of the constituent fund and the notes thereto
incorporated by reference in the Registration Statement filed on Form N-14. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results could differ from those
estimates.
Janus Flex and Multi-Sector are both, open-end, management investment companies
registered under the Investment Company Act of 1940, as amended.
2. SHARES OF BENEFICIAL INTEREST
The Pro Forma net asset value per share assumes the issuance of additional
shares of Multi-Sector which would have been issued at December 31, 2003 in
connection with the proposed reorganization. The amount of additional shares
assumed to be issued was calculated based on the net assets, as of December 31,
2003, of Janus Flex of $49,661,722 and the net asset value of Multi-Sector of
$9.39. The Pro Forma Statement of Assets & Liabilities reflects the combined Pro
Forma shares outstanding as calculated above.
3. PRO FORMA OPERATIONS
Pro Forma operating expenses are based on the expense schedule of Multi-Sector
which became effective September 30, 2003, the actual expenses of each Janus
Flex and the combined Fund, with certain expenses adjusted to reflect the
expected expenses of the combined entity. The investment advisory and financial
agent fees have been calculated for the combined Fund based on the fee schedule
in effect for Multi-Sector at the combined level of average net assets for the
period ended December 31, 2003.
4. PORTFOLIO VALUATION
Equity securities are valued at the last sale price, or if there had been no
sale that day, at the last bid price. Debt securities are valued on the basis of
broker quotations or valuations provided by a pricing service which utilizes
information with respect to recent sales, market transactions in comparable
securities, quotations from dealers, and various relationships between
securities in determining value. Short-term investments having a remaining
maturity of 60 days or less are valued at amortized cost which approximates
market. All other securities and assets are valued at fair value as determined
in good faith by or under the direction of the Trustees.
5. TAX COMPLIANCE
The Surviving Series has elected to be taxed as a "regulated investment company"
under the requirements of Subchapter M of the IRC. After the acquisition, the
Surviving Series intends to continue to qualify as a regulated investment
company, if such qualification is in the best interests of its shareholders, by
complying with the provisions available to certain investment companies, as
defined in applicable sections of the IRC, and to make distributions of taxable
income sufficient to relieve it from all, or substantially all, Federal income
taxes.
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
The Amended Declaration of Trust provides that the Trust shall indemnify
each of its Trustees and officers (hereinafter referred to as a "Covered
Person") against all liabilities, including but not limited to amounts paid in
satisfaction of judgements, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which Covered Person may be or may have
been involved as a party or otherwise or with which such person may be or may
have been threatened, while in office or thereafter, by reason of being or
having been such a Trustee or officer, except with respect to any matter as to
which such Covered Person shall have been finally adjudicated in any such
action, suit or other proceeding not to have acted in good faith in the
reasonable belief that such Covered Person's action was in or not opposed to the
best interests of the Trust and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which such
Covered Person would otherwise be subject by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including accountants' and
counsel fees so incurred by any such Covered Person (but excluding amounts paid
in satisfaction of judgements, in compromise or as fines or penalties), may be
paid from time to time by the Trust in advance of the final disposition of any
such action, suit of proceeding upon receipt of an undertaking by or on behalf
of such Covered Person to repay amounts so paid to the Trust if it is ultimately
determined that indemnification of such expenses is not authorized under said
article of the Declaration of Trust.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 16. EXHIBITS
(1) Amended Declaration of Trust.
1. Declaration of Trust of the Registrant establishing the Big Edge
Series Fund dated February 18, 1986, filed with the Registration
Statement on Form N-1A on April 18, 1986 and filed via Edgar with
Post-Effective Amendment No. 18 (File No. 033-05033) on June 20,
1996.
2. Amendment to Declaration of Trust effective February 28, 1990,
establishing the International Series, filed with Post-Effective
Amendment No. 7 on March 2, 1992 and filed via Edgar with
Post-Effective Amendment No. 20 (File No. 033-05033) on April 29,
1997.
C-1
3. Amendment to Declaration of Trust effective November 14, 1991,
conforming the Fund's borrowing restrictions to California
Department's Borrowing Guidelines, filed with Post-Effective
Amendment No. 7 on March 2, 1992 and filed via Edgar with
Post-Effective Amendment No. 20 (File No. 033-05033) on April 29,
1997.
4. Amendment to Declaration of Trust effective May 1, 1992, changing
the name of the Trust to The Phoenix Edge Series Fund,
establishing the Balanced Series, and changing the names of Stock
Series to Growth Series and Total-Vest Series to Total Return
Series filed with Post-Effective Amendment No. 8 on April 28, 1992
and filed via Edgar with Post-Effective Amendment No. 20 (File No.
033-05033) on April 29, 1997.
5. Amendment to Declaration of Trust effective January 1, 1995,
establishing the Real Estate Securities Series, filed with
Post-Effective Amendment No. 12 on February 16, 1995 and filed via
Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on
April 29, 1997.
6. Amendment to Declaration of Trust effective November 15, 1995,
establishing the Strategic Theme Series, filed via Edgar with
Post-Effective Amendment No. 16 (File No. 033-05033) on January
29, 1996.
7. Amendment to Declaration of Trust effective February 21, 1996,
changing the name of the Series currently designated "Bond Series"
to the "Multi-Sector Fixed Income Series," filed via Edgar with
Post-Effective Amendment No. 17 (File No. 033-05033) on April 17,
1996.
8. Amendment to Declaration of Trust effective August 21, 1996,
establishing the Aberdeen New Asia Series and changing the name of
the Total Return Series to Strategic Allocation Series, filed via
Edgar with Post-Effective Amendment No. 19 (File No. 033-05033) on
September 3, 1996.
9. Amendment to Declaration of Trust effective May 28, 1997,
establishing the Research Enhanced Index Series, filed via Edgar
with Post-Effective Amendment No. 22 (File No. 033-05033) on July
15, 1997.
10. Amendment to Declaration of Trust effective February 27, 1998,
establishing the Engemann Nifty Fifty Series, Seneca Mid-Cap
Series, Phoenix Growth and Income Series, Phoenix Value Equity
Series and Schafer Mid-Cap Value Series, filed via Edgar with
Post-Effective Amendment No. 46 (File No. 033-05033) on April 30,
2003.
11. Amendment to Declaration of Trust dated May 1, 1998 for Scribner's
error in Amendment filed February 27, 1998, filed via Edgar with
Post-Effective Amendment No. 46 (File No. 033-05033) on April 30,
2003.
12. Amendment to Declaration of Trust effective May 1, 1999, changing
the name of the Series currently designated as Balanced Series,
Multi-Sector Fixed Income Series, Money Market Series, Strategic
Allocation Series, Growth Series, International Series, Real
Estate Securities Series, Strategic Theme Series, Aberdeen New
Asia Series, Research Enhanced Index Series, Engemann Nifty Fifty
Series, Schafer Mid-Cap Value Series, Seneca Mid-Cap Growth
Series, Phoenix Value Equity Series, and Phoenix Growth and Income
Series to Phoenix-Goodwin Balanced Series, Phoenix-Goodwin
Multi-Sector Fixed Income Series, Phoenix-Goodwin Money Market
Series, Phoenix-Goodwin
C-2
Strategic Allocation Series, Phoenix-Goodwin Growth Series,
Phoenix-Aberdeen International Series, Phoenix-Duff & Phelps Real
Estate Securities Series, Phoenix-Goodwin Strategic Theme Series,
Phoenix-Aberdeen New Asia Series, Phoenix Research Enhanced Index
Series, Phoenix-Engemann Nifty Fifty Series, Phoenix-Schafer
Mid-Cap Value Series, Phoenix-Seneca Mid-Cap Growth Series,
Phoenix-Hollister Value Equity Series, and Phoenix-Oakhurst Growth
and Income Series, filed via Edgar with Post-Effective Amendment
No. 46 (File No. 033-05033) on April 30, 2003.
13. Amendment to Declaration of Trust effective December 1, 1999,
establishing the Phoenix-Bankers Trust Dow 30 Series,
Phoenix-Federated U.S. Government Bond Series, Phoenix-Janus
Equity Income Series, Phoenix-Janus Flexible Income Series,
Phoenix-Janus Growth Series and Phoenix-Morgan Stanley Focus
Equity Series, filed via Edgar with Post-Effective Amendment No.
35 (File No. 033-05033) on November 15, 2000.
14. Amendment to Declaration of Trust effective December 1, 1999,
changing names of Phoenix-Goodwin Growth Series to
Phoenix-Engemann Capital Growth Series, Phoenix-Goodwin Strategic
Theme Series to Phoenix-Seneca Strategic Theme Series,
Phoenix-Goodwin Balanced Series to Phoenix-Oakhurst Balanced
Series, and Phoenix-Goodwin Strategic Allocation Series to
Phoenix-Oakhurst Strategic Allocation Series, filed via Edgar with
Post-Effective Amendment No. 35 (File No. 033-05033) on November
15, 2000.
15. Amendment to Declaration of Trust effective April 21, 2000,
changing name of Phoenix-Research Enhanced Index Series to
Phoenix-J.P. Morgan Research Enhanced Index Series, filed via
Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on
April 30, 2003.
16. Amendment to Declaration of Trust effective July 26, 2000,
establishing the Phoenix-Bankers Trust Nasdaq-100 Index(R) Series
and Phoenix-Engemann Small & Mid-Cap Growth Series, filed via
Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on
November 15, 2000.
17. Amendment to Declaration of Trust effective September 29, 2000,
establishing the "Phoenix-Sanford Bernstein Global Value Series"
and "Phoenix-Sanford Bernstein Small-Cap Value Series" and
changing the name of "Phoenix-Schafer Mid-Cap Value Series" to
"Phoenix-Sanford Bernstein Mid-Cap Value Series", filed via Edgar
with Post-Effective Amendment No. 35 (File No. 033-05033) on
November 15, 2000.
18. Amendment to Declaration of Trust effective May 1, 2001, changing
the name of "Phoenix-Bankers Trust Dow 30 Series" to
"Phoenix-Deutsche Dow 30 Series", and "Phoenix-Bankers Trust
Nasdaq-100 Index Series" to "Phoenix-Deutsche Nasdaq-100 Index
Series", filed via Edgar with Post-Effective Amendment No. 46
(File No. 033-05033) on April 30, 2003.
19. Amendment to Declaration of Trust effective August 31, 2001
establishing the "Phoenix-AIM Mid-Cap Equity Series",
"Phoenix-Alliance/Bernstein Growth + Value Series", "Phoenix-MFS
Investors Growth Stock Series", "Phoenix-MFS Investors Trust
Series" and "Phoenix-MFS Value Series", and changing the name of
"Phoenix-Janus Equity Income Series" to "Phoenix-Janus Core Equity
Series", filed via Edgar with Post-Effective Amendment No. 46
(File No. 033-05033) on April 30, 2003.
C-3
20. Amendment to Declaration of Trust effective as of October 29, 2001
amending the fundamental investment restrictions of each Series,
filed via Edgar with Post-Effective Amendment No. 41 (File No.
811-04642) on March 1, 2002.
21. Amendment to Declaration of Trust effective as of March 18, 2002,
merging of Phoenix-Oakhurst Balanced Series into Phoenix-Oakhurst
Strategic Allocation Series, Phoenix-Engemann Nifty Fifty Series
into Phoenix-Engemann Growth Series, and Phoenix-Janus Core Equity
Series Income Series into Phoenix-Janus Growth Series, filed via
Edgar with Post-Effective Amendment No. 42 (File No. 033-05033) on
April 29, 2002.
22. Amendment to Declaration of Trust effective May 10, 2002, changing
the name of "Phoenix-Morgan Stanley Focus Equity Series" to
"Phoenix-Van Kampen Focus Equity Series", filed via Edgar with
Post-Effective Amendment No. 43 (File No. 033-05033) on May 24,
2002.
23. Amendment to Declaration of Trust effective August 9, 2002,
establishing "Phoenix-Kayne Large-Cap Core Series", "Phoenix-Kayne
Small-Cap Quality Value Series", "Phoenix-Lord Abbett Large-Cap
Value Series", 'Phoenix-Lord Abbett Mid-Cap Value Series",
"Phoenix-Lord Abbett Bond-Debenture Series", "Phoenix-Lazard
International Equity Select Series", "Phoenix-Lazard Small-Cap
Value Series", "Phoenix-Lazard U.S. Multi-Cap Series" and
"Phoenix-State Street Research Small-Cap Growth Series" and
amending Section 4.2 of Article IV list of Series as described in
Trust's registration statement, filed via Edgar with
Post-Effective Amendment No. 46 (File No. 033-05033) on April 30,
2003.
24. Amendment to Declaration of Trust effective as of October 25, 2002
deleting reference to Phoenix-Federated U.S. Government Bond
Series, filed via Edgar with Post-Effective Amendment No. 45 (File
No. 033-05033) on February 24, 2003.
(2) Not Applicable.
(3) Not Applicable.
(4) Agreement and Plan of Reorganization (included as Appendix A to the
Prospectus/Proxy Statement contained in Part A of this Registration
Statement).
(5) Reference is hereby made to Registrant's Amended Declaration of Trust
referenced in Exhibit 1 above.
(6)
(a) Investment Advisory Agreements.
(1) Investment Advisory Agreement by and between Registrant and
Phoenix Investment Counsel, Inc. dated January 1, 1993 (currently
pertaining to the Phoenix-Aberdeen International Series (f/k/a
International Series), Phoenix-Engemann Capital Growth Series
(f/k/a Growth Series), Phoenix-Goodwin Money Market Series (f/k/a
Money Market Series), Phoenix-Goodwin Multi-Sector Fixed Income
Series (f/k/a Bond Series), Phoenix-Oakhurst Balanced Series
(f/k/a Balanced Series), and Phoenix-Oakhurst
C-4
Strategic Allocation Series (f/k/a Total Return Series) previously
filed with Post-Effective Amendment No. 11 on May 2, 1994 and
filed via Edgar with Post-Effective Amendment No. 20 (File No.
033-05033) on April 29, 1997.
(2) Instrument to Amend Investment Advisory Agreement between
Registrant and Phoenix Investment Counsel, Inc. pertaining to
Phoenix-Seneca Strategic Theme Series (f/k/a Phoenix Strategic
Theme Series) effective January 23, 1996, filed via Edgar with
Post-Effective Amendment No. 46 (File No. 033-05033) on April 30,
2003.
(3) Second Amendment to Investment Advisory Agreement between
Registrant and Phoenix Investment Counsel, Inc., dated August 9,
2002 covering the Phoenix-Kayne Large-Cap Core Series and
Phoenix-Kayne Small-Cap Quality Value Series and deleting
reference to Phoenix-Oakhurst Balanced Series (f/k/a Balanced
Series) and Phoenix-Engemann Nifty Fifty Series, filed via Edgar
with Post-Effective Amendment No. 46 (File No. 033-05033) on April
30, 2003.
(4) Third Amendment to Investment Advisory Agreement between
Registrant and Phoenix Investment Counsel, Inc. dated November 12,
2002 to reflect duties to proxy voting and reflect investment
program designed to manage cash, cash equivalents and short-term
investments, filed via Edgar with Post-Effective Amendment No. 46
(File No. 033-05033) on April 30, 2003.
(5) Fourth Amendment to Investment Advisory Agreement between
Registrant and Phoenix Investment Counsel, Inc. dated May 9, 2003
(pertaining to addition of new series named Phoenix-Goodwin
Multi-Sector Short Term Bond Series), filed via EDGAR with Form
N-14 (File No. 333-111961) on January 16, 2004.
(6) Fifth Amendment to Investment Advisory Agreement between
Registrant and Phoenix Investment Counsel, Inc. dated August 12,
2003 (pertaining to addition of new series named Phoenix-Goodwin
Multi-Sector Short Term Series - change in fee schedule from
Fourth Amendment), filed via EDGAR with Form N-14 (File No.
333-111961) on January 16, 2004.
(7) Not Applicable.
(8) Not Applicable.
(9) Custodian Agreement.
(a) Global Custody Agreement between Registrant and The Chase Manhattan
Bank, NA effective May 1, 1990, covering the International Series, filed
with Post-Effective Amendment No. 4 on March 13, 1990 and filed via
Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April
29, 1997.
(b) Amendment to Global Custody Agreement between Registrant and The Chase
Manhattan Bank, NA effective May 1, 1992, covering International, Money
Market, Growth, Bond, Total Return and Balanced Series, filed with
Post-Effective Amendment No. 7 on March 2, 1992 and filed via Edgar with
Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997.
(10) Not Applicable.
C-5
(11) Opinion and Consent of Matthew A. Swendiman, Esq., with respect to the
legality of the shares being issued, filed herewith.
(12) Opinion and Consent of McDermott, Will & Emery, special tax counsel to
the Trust, with respect to a tax-free reorganization (to be filed by
Amendment).
(13)(a) Financial Agent Agreement between Registrant and Phoenix Home Life
Mutual Insurance Company with respects to Phoenix Home Life Variable
Accumulation Account (VA) and Phoenix Home Life Variable Universal Life
Account dated November 15, 1995, filed via Edgar with Post-Effective
Amendment No. 16 (File No. 033-05033) on January 29, 1996.
(b) Transfer Agency Agreement between Registrant and Phoenix Equity
Planning Corporation dated August 29, 1988 filed via Edgar with
Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997.
(c) Financial Agent Agreement between Registrant and Phoenix Equity
Planning Corporation dated December 11, 1996, filed via Edgar with
Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997.
(d) First Amendment to Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation effective February 27, 1998, filed
via Edgar with Post-Effective Amendment No. 25 (File No. 033-05033) on
April 29, 1998.
(e) Second Amendment to Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation effective June 1, 1998, filed via
EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004.
(f) Third Amendment to Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation effective October 29, 2001, filed
via EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004.
(g) Fourth Amendment to Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation effective August 9, 2002, filed via
EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004.
(h) Fifth Amendment to Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation effective January 1, 2003, filed via
EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004.
(i) Service Agreement between the Registrant, Phoenix Life Insurance
Company, PHL Variable Insurance Company and Phoenix Life and Annuity
Company dated January 1, 2003, filed via EDGAR with Form N-14 (File No.
333-111961) on January 16, 2004.
(i)(1) First Amendment to Service Agreement between Registrant,
Phoenix Life Insurance Company, PHL Variable Insurance Company and
Phoenix Life and Annuity Company dated November 11, 2003, filed via
EDGAR with Form N-14 (File No. 333-111961) on January 16, 2004.
(j) Code of Ethics Amended and Restated for The Phoenix Edge Series Fund and
Phoenix Variable Advisors, Inc., filed via EDGAR with Form N-14 (File
No. 333-111961) on January 16, 2004.
C-6
(k) Code of Ethics Amended and Restated for Phoenix Funds, Phoenix-Duff &
Phelps Institutional Mutual Funds, Phoenix-Aberdeen Series Fund,
Phoenix-Engemann Funds, and Phoenix-Zweig Funds, filed via EDGAR with
Form N-14 (File No. 333-111961) on January 16, 2004.
(14) Consent of PricewaterhouseCoopers LLP, filed herewith.
(15) Not Applicable.
(16) Power of Attorney, filed via EDGAR with Form N-14 (File No. 333-111961)
on January 16, 2004.
(17)(a) Form of Voting Instructions Card and Proxy Card for Phoenix-Janus
Flexible Income Series, filed via EDGAR with Form N-14 (File No.
333-111961) on January 16, 2004.
(b) Current Prospectus of The Phoenix Edge Series Fund, as filed via Edgar
on Form N-1A on April 30, 2003 with Post-Effective Amendment No. 46
(File No. 333-05033), and supplements dated May 1, 2003, May 8, 2003,
June 2, 2003, June 11, 2003, July 24, 2003, October 15, 2003 and
November 5, 2003 to the Prospectus dated May 1, 2003 and incorporated
by reference.
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Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act of 1933, the
reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who
may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to the registration statement and will not be used until
the amendment is effective, and that, in determining any liability
under the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement for the
securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of
them.
(3) The undersigned Registrant agrees to file, by post-effective
amendment, an Opinion of Counsel or a copy of an IRS ruling
supporting the tax consequences of the Reorganization within a
reasonable time after receipt of such opinion or ruling.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of the Registrant in the City
of Hartford and State of Connecticut on the 9th day of March, 2004.
THE PHOENIX EDGE SERIES FUND
Attest: /s/ Richard J. Wirth By: /s/Philip R. McLoughlin
------------------------------- -------------------------------
Richard J. Wirth Name: Philip R. McLoughlin
Secretary Title: President
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on this
9th day of March, 2004.
SIGNATURE TITLE
--------- -----
/s/Nancy G. Curtiss
- --------------------------------------
Nancy G. Curtiss Vice President, Treasurer and
Principal Financial and
Accounting Officer
- --------------------------------------
Frank M. Ellmer* Trustee
- --------------------------------------
John A. Fabian* Trustee
- --------------------------------------
Roger A. Gelfenbien* Trustee
- --------------------------------------
Michael J. Gilotti* Trustee and Executive Vice President
- --------------------------------------
Eunice S. Groark* Trustee
- --------------------------------------
Frank E. Grzelecki* Trustee
- --------------------------------------
John R. Mallin * Trustee
/s/Philip R. McLoughlin
- --------------------------------------
Philip R. McLoughlin Trustee and President, Chief
Executive Officer and Chairman
(Principal Executive Officer)
*By:/s/ Philip R. McLoughlin
------------------------
* Pursuant to power of attorney, filed via EDGAR with Form N-14 (File No.
333-111961) on January 16, 2004.
INDEX TO EXHIBITS
-----------------
(11) Opinion and Consent of Matthew A. Swendiman, Esq.
(14) Consent of PricewaterhouseCoopers LLP