1933 Act/Correspondence
December 29, 2004
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Phoenix Equity Series Fund
File No. 333-29043
Post-Effective Amendment No. 10
To the Commission Staff:
On December 9, 2004, Phoenix Equity Series Fund filed a Post-Effective Amendment
to its Registration Statement on Form N-1A, the purpose of which was supply for
SEC review all disclosures required under recent rulemaking and to make certain
other changes of a non-material nature. This letter is in response to the
comments received on said amendment filing from our examiner, Brion Thompson on
December 22, 2004.
1. Page 1, Principal Investment Strategies, first paragraph, second
sentence. We were asked to identify the types of securities that would
be considered "other equity securities." Since the fund invests only in
common stocks as its principal investment strategy, we have removed the
phrase "other equity securities" from this paragraph.
2. Page 1, Principal Investment Strategies, third paragraph. We were
requested to include the market cap range for the pool of securities
from which the fund will select its investments. We have added the
following sentence to the end of the paragraph: "As of September 30,
2004, the market capitalization range of the pool of securities from
which the fund selects its investments was $800 million to $388
billion."
3. Our examiner noted that we had not included the disclosure required by
new Item 4(d). We have inserted the following at the end of the
italicized paragraph on page 7: "A description of the fund's policies
and procedures with respect to the disclosure of the fund's portfolio
securities is also available in the Statement of Additional
Information."
4. Page 8, "How is the Share Price Determined?" As required by the
instruction to Item 6(a)(1), we were requested to provide disclosure as
to the effects of using fair value pricing. In response, we have added
the following statement at the end of the subsection entitled "How are
Securities Fair Valued?" on page 10: "The value of a security as
determined using the fund's fair valuation procedures may not reflect
such security's actual value."
5. Page 18, Disruptive Trading and Market Timing. We were requested to
provide a response to Item 6(e)(4)(i) as to whether or not the Fund
discourages frequent purchases and redemptions of Fund shares. We refer
you to the first sentence in this section: "These funds are not
suitable for market timers and market timers are discouraged from
becoming investors." We have also added a phrase in the sentence in the
third paragraph describing the market timing policies adopted by the
Board of Trustees to indicate that such policies and procedures are
"designed to discourage Disruptive Trading."
6. Page 18, Disruptive Trading and Market Timing. Our examiner indicated
that our disclosure was thought to be lacking in a number of areas,
such as (i) specifying exactly what modifications we may make to
shareholder exchange privileges; and (ii) specifying whether any
exchange restrictions are applied uniformly and if not, to disclose
with specificity when they are not; and (iii) specifying what limits
are imposed on exchanges and to whom they apply. We have enhanced and
re-ordered the disclosure as previously provided. We believe that in
the revised version, the information provided flows more logically,
which facilitates identification of our disclosure pertaining to each
of your comments. We believe the revised version of the Disruptive
Trading and Market Timing disclosure is now fully responsive to the
SEC's comments, as well as to the requirements of Item 6(e) of Form
N-1A.
7. Page 20, Disruptive Trading and Market Timing. We were asked to clarify
our intentions in the use of the term "person" in the last paragraph.
We have amended this sentence to read: "The funds do not have any
arrangements with any person, organization or entity to permit frequent
purchases and redemptions of fund shares."
8. Prospectus back cover page. Our examiner noted that the 485(a) filing
did not include the back cover for the prospectus. Generally, front and
back covers have been omitted from 485(a) filings, but are always
included in the 485(b) filing. This method allows us to include the
prospectus cover showing the prospectus date as it will be printed, a
date that is not always definitively known at the time of the original
filing.
9. SAI, page 12, Disclosure of Fund Holdings. Similar to response #7
above, our examiner indicated that our disclosure was thought to be
lacking in a number of areas, such as (i) who is authorized to make
determinations about releasing fund holdings information; (ii) whether
there were circumstances when the fund would release holdings
information without a confidentiality agreement in place; (iii)
providing greater clarity about restrictions on the use of portfolio
holdings information; (iv) providing greater clarity about who is
responsible for monitoring the funds' portfolio holdings disclosure
policies; (v) providing greater clarity about the Board's role in
monitoring for potential conflicts of interest and how such conflicts
are resolved; and (vi) providing a response to Item 11(f)(2). We have
enhanced and re-ordered the disclosure as previously provided. We
believe that in the revised version, the information provided flows
more logically, which facilitates identification of our disclosure
pertaining to each of your comments. We believe the revised version of
the Disclosure of Fund Holdings disclosure is now fully responsive to
the SEC's comments, as well as to the requirements of Item 11(f) of
Form N-1A.
10. SAI, page 13, Board of Trustees' Consideration of Advisory Agreement.
We were requested to revise the disclosure regarding the recent
contract review meeting to remove the complex-wide disclosure and
provide disclosure tailored specifically to the fund contained in the
registration statement. We have revised this section as requested and
believe the revised version of the Board of Trustees' Consideration of
Advisory Agreement is now fully responsive to the SEC's comments, as
well as to the requirements of Item 12(b)(10) of Form N-1A.
Please contact the Ann Spooner at (860) 403-6753 or undersigned at (860)
403-5246 if you have any questions concerning this matter.
Very truly yours,
/s/ Matthew A. Swendiman
Matthew A. Swendiman