As filed with the Securities and Exchange Commission on August 6, 2004
Registration No. 333-116760
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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)
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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.
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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-Aberdeen International 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
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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 Distributions and Redemptions;
Comparative Information on Shareholder Rights;
Management and Other Service Providers; Additional
Information About The Series; Prospectus of
Registrant dated May 1, 2004, is incorporated by
reference
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
Distributions and Redemptions; Comparative
Information on Shareholder Rights; Additional
Information About The Series; Prospectus of the
Registrant dated May 1, 2004 is incorporated by
reference
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
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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 May 1, 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 Statement for the period ended
December 31, 2003
Part C: Other Information
15. Indemnification Indemnification
16. Exhibits Exhibits
17. Undertakings Undertakings
PART A
PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE 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
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August 6, 2004
Dear Contract/Policyholder:
The Phoenix-Sanford Bernstein Global Value Series (the "Merging Series"), a
series of The Phoenix Edge Series Fund (the "Trust"), will hold a Special
Meeting of Shareholders at 10:45 a.m., local time, on September 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-Aberdeen International Series (the
"Surviving Series"), another series of the Trust (the "Reorganization"). The
Surviving Series has a similar investment objective to that of the Merging
Series. If the Agreement is implemented, the separate accounts holding shares of
the Merging Series will receive shares of the Surviving Series with an aggregate
net asset 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 is 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 Series. 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 or all of your contract value is
invested in the Merging Series pursuant to your policy or contract. For the
limited purposes of this Prospectus/Proxy statement, the term "shareholder"
refers to you as the contract/policy owner, unless the context otherwise
requires. Therefore, the Board of Trustees recommends that you vote in favor of
the Agreement. It is very important that you vote and that your vote be received
no later than September 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
Prospectus/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 Prospectus/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 thereby: by written notice of the
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:
o THROUGH THE INTERNET - www.proxyweb.com
o BY TELEPHONE - 800-690-6903
o BY MAIL - using the enclosed Voting Instructions Card(s) and postage-
paid envelope
o 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 Web Site 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 Prospectus/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-SANFORD BERNSTEIN GLOBAL VALUE 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 SEPTEMBER 14, 2004
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To The Contract and Policy Holders:
The Phoenix-Sanford Bernstein Global Value 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 September 14, 2004, at 10:45 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 September 14, 2004, and the transactions it
contemplates, including (a) the transfer of all of the assets of the
Phoenix-Sanford Bernstein Global Value Series (the "Merging Series") to
the Phoenix-Aberdeen International 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. A vote in favor of the
Agreement and Plan of Reorganization is a vote in favor of termination of
the Merging Series.
2. To consider and act upon any other business as may properly come before
the meeting and any adjournments thereof.
The Board of Trustees of the Trust has fixed the close of business on July
20, 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
August 6, 2004
PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES
PHOENIX-ABERDEEN INTERNATIONAL SERIES
EACH A SERIES OF
THE PHOENIX EDGE SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
800-541-0171
PROSPECTUS/PROXY STATEMENT
DATED AUGUST 6, 2004
The Phoenix Edge Series Fund ("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"), PHL Variable Insurance
Company ("PHL Variable"), Phoenix Life and Annuity Company ("PLAC")
(collectively, "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 ("Trustees"), for
use at the Special Meeting of Shareholders of the Phoenix-Sanford Bernstein
Global Value Series (the "Merging Series") to be held at 10:45 a.m., local time,
on September 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 approval of an Agreement and Plan
of Reorganization (the "Agreement") that would effect the reorganization (the
"Reorganization") of the Merging Series into the Phoenix-Aberdeen International
Series, another series of the Trust (the "Surviving Series"), as described
below. Under the 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 closing date of the Reorganization.
The Surviving Series and the Merging Series are both series of the Trust, an
open-end management investment company. The Surviving Series has an investment
objective of high total return consistent with reasonable risk. The Merging
Series has an investment objective of long-term capital growth through
investment in equity securities of foreign and U.S. companies. Phoenix
Investment Counsel, Inc. ("PIC"), is employed as the investment advisor for the
Surviving Series, and Aberdeen Asset Management, Inc. previously known as
Aberdeen Fund Managers, Inc. ("Aberdeen"), is the sub-advisor to the Surviving
Series. Phoenix Variable Advisors, Inc. ("PVA"), is employed as the investment
advisor to the Merging Series, and Alliance Capital Management L.P.
("Alliance"), through its Bernstein Investment Research and Management Unit
("Bernstein"), is the sub-advisor to the Merging Series.
This Prospectus/Proxy Statement, which you should retain for future
reference, sets forth the information that you should know about the Merging
Series, the Surviving Series, and the transactions contemplated by the
Agreement. As used in this Prospectus/Proxy Statement, the term "Series" refers
individually and collectively 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, 2004 (Registration No.
033-05033), have been filed with the Securities and Exchange Commission ("SEC")
and are incorporated by reference in this Prospectus/Proxy Statement. This means
that such
information is legally considered to be part of 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 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 August 6, 2004, is incorporated by
reference. (File No. 333-116760). Both the Prospectus/Proxy Statement and
Statement of Additional Information have been filed with the SEC and are all
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 August 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
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SYNOPSIS.................................................................. 1
PRINCIPAL RISK FACTORS.................................................... 4
THE PROPOSED REORGANIZATION............................................... 7
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES.......................... 10
COMPARATIVE INFORMATION ON PURCHASES AND EXCHANGES........................ 13
COMPARATIVE INFORMATION ON DISTRIBUTIONS AND REDEMPTIONS.................. 14
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS............................. 14
FISCAL YEAR............................................................... 16
MANAGEMENT AND OTHER SERVICE PROVIDERS.................................... 16
VOTING INFORMATION........................................................ 16
ADDITIONAL INFORMATION ABOUT THE SERIES................................... 19
MISCELLANEOUS............................................................. 19
SURVIVING SERIES FINANCIAL HIGHLIGHTS..................................... 23
OTHER BUSINESS............................................................ 24
APPENDIX A................................................................ A-1
THIS PAGE LEFT INTENTIONALLY BLANK.
SYNOPSIS
The following synopsis is a summary, and is qualified by later discussion in
this Prospectus/Proxy Statement. For additional information on the topics
described below, please refer to the respective section of this Prospectus/Proxy
Statement.
BACKGROUND
The proposed Reorganization is the outcome of deliberations by the Board of
Trustees of the Trust (the "Trustees"). Phoenix 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, and specific benefits that shareholders are expected to
realize from the proposal, the Trustees, including the independent Trustees, at
a Special Meeting held on May 11, 2004, unanimously approved the Reorganization,
subject to approval by Merging Series Shareholders.
SUMMARY OF THE PROPOSED REORGANIZATION
The Reorganization will be effected in accordance with the terms of the
Agreement, a form of which is attached to this Prospectus/Proxy Statement as
Appendix A. The 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 pro rata distribution of shares of the Surviving Series to the
shareholders of the Merging Series in exchange for their respective
shares of the Merging Shares; and
o the complete liquidation of the Merging Series as provided in the
Agreement.
The Reorganization is anticipated to occur on or about September 24, 2004. If
the 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 of their shares of the Merging Series shares as of the
closing date of the Reorganization.
The implementation of the Agreement is subject to a number of conditions set
forth in the Agreement. See "The Proposed Reorganization." The following are
significant conditions (which may not be waived):
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
Reorganization described in Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"); and
o the approval of the Agreement by the shareholders of the Merging Series.
The 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 tabulation 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 long-term capital
growth through investment in equity securities of foreign and U.S.
companies. The Surviving Series has an investment objective of high
total return consistent with reasonable risk; and
o under normal circumstances, the Merging Series invests in a diversified
portfolio of securities of foreign and U.S. issuers in various economic
sectors. The Merging Series may invest in any region of the world, but
will invest primarily in equity securities of companies in major
developed nations in Europe, the Far East, Australia, and in Canadian
and U.S. companies. Under normal circumstances, the Surviving Series
invests at least 80% of its assets in non-U.S. issuers located in not
fewer than three countries.
See "Principal Risk Factors" and "Comparison of Investment Objectives and
Policies" below for further information on the similarities and differences
among 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 distributes net income semi-annually and the Surviving
Series distributes 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 directly offered to the public. Shares of the
Trust currently are offered through certain separate accounts owned by Phoenix
to fund the Contracts. A person can invest in the Trust only by purchasing a
Contract and directing the allocation of the purchase payment(s) to the
sub-account(s) corresponding to the Series in which the Contract holder wishes
to invest. The sub-accounts, 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 sub-account 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 can hurt a Series performance and therefore be
detrimental to all contract/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 exchange out of a sub-account 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 person 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
2
form. See "Comparative Information on Distributions and Redemptions" for more
information. You can also find additional information on the Surviving Series'
redemption procedures in its Prospectus.
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
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 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 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 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 contracts. Shareholders of
the Merging Series should consult their tax advisors regarding the effects, if
any, of the proposed Reorganization in light of their individual circumstances.
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
foreign investments, growth stocks, equity securities and fixed income
markets. Investors can lose money by investing in the Surviving Series. There
is no assurance that the Surviving Series will meet its investment objectives.
Because the Surviving Series' investment objectives and policies are similar to
those of the Merging Series, an investment in the Surviving Series is subject to
many of the same risks as an investment in the Merging Series. 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. Aberdeen is the
sub-advisor to the Surviving Series and is responsible for its day-to-day
portfolio management. PVA is the investment advisor to the Merging Series.
Bernstein is the sub-advisor to the Merging Series and 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 shown in the tables 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
3
current fees. The expense information for the Surviving Series and the Merging
Series is based upon expenses for the period ended December 31, 2003.
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.
ANNUAL SERIES OPERATING EXPENSES
- -------------------------------- PRO FORMA COMBINED
(expenses that are deducted, from assets) SURVIVING SERIES MERGING SERIES SERIES
------------------ ---------------- --------------------
Management Fees 0.75% 0.90% 0.75%
Distribution and service (12b-1) Fees None None None
Other Expenses 0.32% 1.11% 0.31%
Total Annual Series Operating Expenses 1.07% 2.01%(1) 1.06%
(1) The Series' investment advisor has voluntarily agreed to reimburse the
Series' expenses, other than the management fees, to the extent that such
expenses exceed 0.25% of the Series' average net assets (the "expense cap").
The Series' operating expenses after reimbursement would have been 1.15% for
the year ended December 31, 2003. The expense cap may be changed or
eliminated at any time without notice.
The following example illustrates the impact of above fees and expenses on an
account with an initial investment of $10,000, based on the expense rates 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. 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 $ 109 $ 341 $ 591 $1,308
Merging Series $ 204 $ 629 $1,081 $2,334
Pro Forma Combined Surviving Series $ 108 $ 338 $ 586 $1,296
Note: Actual expenses for the Surviving 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
Surviving 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 HIGHER OR LOWER THAN SHOWN.
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 some
of 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; it 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.
There are differences between the risks of investing in the
Merging Series and investing in the Surviving Series. Each series has equity
securities investing risk, foreign investing risk and foreign currency risk.
These risks are
4
described below. An investment in the Merging Series is subject to value
investing risk, while an investment in the Surviving Series is subject to growth
stock investing risk. An investment in the Surviving Series, therefore, may tend
to be more volatile than an investment in the Merging Series, with the value of
an investment in the Surviving Series rising faster when markets rise and
dropping more sharply when markets fall. An investment in the Surviving Series,
unlike the Merging Series, is not subject to emerging market investment risk.
An investment in the Surviving Series is subject to specific risks arising
from the types of securities in which it invests and the 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 support their share values can decrease. If, between the time shares are
purchased and the time shares are sold, the value of the Series investments
decreases, 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 subadvisor expects. As a result, the value of the 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
---------------- --------------
Foreign Investment Risk Equity Securities Investment Risk
Foreign Currency Risk Foreign Investment Risk
Equity Securities Investment Risk Foreign Currency Risk
Growth Stock Investment Risk Emerging Market Investment Risk
Value Investing Risk
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 may involve difficulties in
receiving or interpreting financial and economic information, possible
imposition of taxes, higher brokerage and custodian fees, and possible currency
exchange controls or other government restrictions, including possible seizure
or nationalization of foreign deposits or assets. Foreign securities may also be
more volatile in price 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 of 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 the 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 and currency risks
will not apply to dollar-denominated securities traded in U.S. securities
markets.
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
5
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.
Emerging Market Investment Risk
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.
Equity Securities Investment Risk
In general, prices of equity securities are more volatile than those of
fixed-income securities. The prices of equity securities will rise and fall in
response to a number of different factors. In particular, equity securities will
respond to events that affect entire financial markets or industries (changes in
inflation or consumer demand, for example) and to events that affect particular
issuers (news about the success or failure of a new product, for example). Some
of the series may invest in stock offered in Initial Public Offerings ("IPOs"),
which typically have less available public information. Investment returns from
IPOs may be highly volatile, and may be subject to varying patterns of trading
volume, and these securities may, at times, be difficult to sell. In addition,
from time to time, a Series may purchase shares in IPOs and then immediately
sell them. This practice will increase portfolio turnover rates and may increase
costs to the series, affecting series performance.
Growth Stock Investment Risk
Because growth companies typically make little or no dividend payments to
shareholders, investment return is based essentially on capital appreciation,
making return more dependent on market fluctuations. Growth stocks are therefore
more sensitive to market changes than are non-growth stocks, tending to rise
faster when markets rise and drop more sharply when markets fall.
Value Investing Risk
The value approach to investing involves the risk that the value of the
security will not be recognized for an unexpectedly long period of time, and
that the security is not undervalued but is appropriately priced due to
fundamental problems not yet apparent.
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 Agreement. Significant provisions of the
Agreement are summarized below. This summary, however, is qualified in its
entirety by reference to the Agreement, a form of which is attached to this
Prospectus/Proxy Statement as Appendix A.
The Agreement 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 pro rata distribution of shares of the Surviving Series to the
shareholders of the Merging Series in exchange for their respective
shares of the Merging Series; and
o the complete liquidation of the Merging Series as provided in the
Agreement.
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 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 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 shareholders of each Merging Series will be
determined by dividing (a) the value of the aggregate net assets of each Merging
Series by (b) the net asset value of one 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 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 on the Closing Date.
At or prior to the closing date, the Merging Series will declare a dividend
or dividends which, together with all previous such dividends, will have the
effect of distributing to the Merging Series shareholders of record 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.
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 Agreement, provided that any Independent Trustee seeking the
benefit of this indemnification shall not have
7
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 Agreement. Certain of these conditions may be waived by the
Trustees, or by an authorized officer of the Trust, as appropriate.
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 reorganization described in Section 368(a) of the Code for Federal
income tax purposes and (b) the approval of the Agreement by the shareholders of
the Merging Series. The Agreement 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 Agreement may be amended by mutual agreement, except
that no amendment may be made to the 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 proposal for the Reorganization is the outcome of deliberations by the
Trustees of the Trust. Phoenix 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 that 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 Surviving Series
which, after the Reorganization, is 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 Agreement, and that the
proposed Agreement 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 among 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;
o the terms and conditions of the Agreement will have minimal effect on
the price of the outstanding shares of each Series;
o the Reorganization provides for continuity of distribution and
shareholder servicing arrangements; and
o the Reorganization is not expected to 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.
8
After considering these and other factors, the Trustees, including the
Independent Trustees, unanimously concluded at a Special Meeting held on May 11,
2004, 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 recognizing that there can be no assurance that any operating
efficiencies or other benefits will in fact be realized. The Trustees
unanimously voted to approve the Reorganization and authorized the officers of
the Trust to submit the Reorganization proposal to shareholders of the Merging
Series for consideration.
FEDERAL INCOME TAX CONSEQUENCES
McDermott Will & Emery LLP, 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 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 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 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 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 case, income on your contract could be
currently taxable to you.
9
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.
PRO FORMA
COMBINED
SURVIVING SERIES MERGING SERIES SERIES
---------------- -------------- ------
Net assets $145,580,403 $16,837,688 $162,418,091
Net asset value per share $ 10.66 $ 10.61 $ 10.66
Shares outstanding 13,657,977 1,587,060 15,237,497
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
respective Series. 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. There are some
differences, however, between the investment strategies of the Merging and
Surviving Series. The Merging Series has several principal investment strategies
not employed by the Surviving Series as principal investment strategies,
including investment in convertible securities, warrants, preferred stock, other
investment companies, futures, and foreign currency futures and forwards. The
Surviving Series invests in a diversified portfolio of non-U.S. issuers, where
the Merging Series may invest in securities offered by U.S. companies. An
investment in the Surviving Series, therefore, could be more volatile than an
investment in the Merging Series, as foreign investments can be more difficult
to sell than U.S. investments, and may subject a Series to risks different from
investing in domestic securities.
10
SURVIVING SERIES
- ---------------------------------------------------------------------------------------------------------------------------
Investment Objective High total return consistent with reasonable risk.
- -------------------------------------- ------------------------------------------------------------------------------------
Principal Investment Strategies The Series invests in a diversified portfolio of securities of non-U.S. issuers,
including companies, governments, governmental agencies and international
organizations. The Series may invest in any region of the world. Under normal
circumstances, the Series will invest at least 80% of its assets in non-U.S.
issuers located in not less than three countries. From time to time, the
Series may have more than 25% of its assets invested in any major industrial
or developed country.
The Series will invest primarily in common stocks of established non-U.S.
companies believed to have potential for capital growth, income or both. The
Series may invest in any amount for capital growth or for income. In determining
whether assets will be invested for capital growth or for income, the advisor
will analyze the international equity and fixed-income markets and assess the
degree of risk and level of return that can be expected from each market.
Country and geographic allocations are based on such economic, monetary and
political factors as:
o prospects for relative economic growth among countries;
o expected levels of inflation;
o government policies influencing business decisions;
o relative price levels of the various capital markets;
o the outlook for currency relationships; and
o the range of individual investment opportunities available.
Although the Series intends to invest primarily in established companies, it may
invest in securities of issuers of any size, and countries with either developed
or emerging markets. As of December 31, 2003, the market capitalization range of
the companies in which the Series invested was $300 million to $178 billion.
Within the designated country allocations, the subadvisor uses primary research
to select individual securities for the investment based on factors such as
industry growth, management strength and treatment of minority shareholders,
financial soundness, market share, company valuation and earnings strength.
- ---------------------------------------------------------------------------------------------------------------------------
11
MERGING SERIES
- ---------------------------------------------------------------------------------------------------------------------------
Investment Objective Long-term capital growth through investment in equity securities of foreign and
U.S. companies
- -------------------------------------- ------------------------------------------------------------------------------------
Principal Investment Strategies o The Series invests in a diversified portfolio of securities of foreign and U.S.
issuers in various economic sectors. The Series may invest in any region of the
world, but will invest primarily in equity securities of companies in major
developed nations in Europe, the Far East, Australia, and Canada, and in U.S.
companies. The advisor uses a value-oriented approach to stock selection.
o The Series invests primarily in common stocks, but may also invest in
convertible securities, preferred stock, and warrants of foreign issuers,
including sponsored or unsponsored American Depositary Receipts and Global
Depositary Receipts.
o Although the Series invests primarily in established companies, the Series may
invest in securities of issuers of any size, in countries with developed markets
and countries with emerging markets. The Series seeks to outperform the foreign
stock markets.
o Although there are no explicit portfolio construction rules regarding market
capitalization ranges, companies with market capitalizations below $1 billion
are typically excluded from purchase due to liquidity considerations.
o The Series generally invests a portion of its uncommitted cash balances in
futures contracts to expose that portion of the Series to the equity markets.
o The Series may invest up to 10% of its assets in shares of other investment
companies to take advantage of investment opportunities in certain countries
where the Series otherwise would not be able to invest or where the size of a
Series investment in any particular country would be too small.
o In order to hedge a portion of the currency risk, the Series generally invests
in foreign currency futures contracts or foreign currency forward contracts with
terms up to one year. The Series also purchases foreign currency for immediate
settlement in order to purchase foreign securities.
- ---------------------------------------------------------------------------------------------------------------------------
12
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 a 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;
(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 directly offered to the public. Shares of the
Trust are currently offered to certain separate accounts in order to fund
variable accumulation annuity contracts or variable life insurance policies
issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and
Phoenix Life and Annuity Company
13
and their separate accounts. Investments in the Trust may occur only by
purchasing a 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
Contract.
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. Contracts 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.
There are no load charges or fees imposed upon Shareholders of the Series.
However, contractual charges do apply. In connection with the proposed
Reorganization, no sales charges are imposed. Shares of the Series are offered
to the separate accounts at a price equal to their respective net asset value
per share.
Because excessive trading can hurt fund performance and therefore be
detrimental to all policyholders, Phoenix reserves 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 distribution and redemption services. The Merging
Series distributes net income semi-annually and the Surviving Series distributes
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 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 distribution and redemption services,
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 Series 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
14
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 subject to shareholder approval.
SHARES
The Declaration of Trust authorizes the Trustees to issue an unlimited number
of shares of beneficial interest of each Series. The Trust currently has
thirty-two series outstanding. The Trustees of the Trust may also create
additional series in the future without shareholder approval. 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.
Shares (including fractional shares) of each Series have equal rights with
regard to voting redemptions, dividends and liquidations with respect to that
Series. All voting rights of the separate accounts as shareholder are passed
through to the contract/policyholders. 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.
MEETINGS
Under the Declaration of Trust and Massachusetts business trust law, the
Trust is not required to hold annual shareholder 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 and that every written agreement, undertaking or
obligation made or issued by the Trust shall contain a provision to that effect.
The Declaration of Trust provides for indemnification out of the Trust's
property 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.
15
FISCAL YEAR
The Series each operate on a fiscal year which ends December 31.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Responsibility for the overall supervision of both Series rests with the
Trustees.
PIC is the investment advisor to the Surviving Series. Aberdeen is the
sub-advisor to the Surviving Series and is responsible for its day-to-day
portfolio management. Aberdeen's strategy committee determines and monitors the
Series' regional allocations across the globe on a monthly basis. An Aberdeen
team of investment professionals located in offices spread around the world
selects securities for the Series' portfolio.
PVA is the investment advisor to the Merging Series. Alliance, through its
Bernstein Investment Research and Management Unit (Bernstein), serves as the
subadvisor to the Merging Series. The subadvisory agreement between PVA and
Alliance will be terminated following the consummation of the proposed Merger.
The Office of the New York State Attorney General ("NYAG") and the SEC are
investigating practices in the mutual fund industry identified as "market
timing" and "late trading" of mutual fund shares. Like many other institutions,
Alliance was contacted by the SEC and the NYAG to provide information in
connection with the ongoing investigations pertaining to market timing and late
trading.
On December 18, 2003, Alliance confirmed that it had reached terms with the
NYAG and the SEC for the resolution of regulatory claims with respect to market
timing in some of its mutual funds. The agreement with the SEC is reflected in
an Order of the Commission. The agreement with the NYAG is subject to final,
definitive documentation.
PEPCO serves as financial agent of both Series and, as such, performs
administrative, bookkeeping and pricing functions.
Brown Brothers Harriman & Co. serves as the custodian of both Series.
PricewaterhouseCoopers LLP serves as independent registered public
accountants for both Series.
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 July 20, 2004 ("Record Date") own
1,790,010.915 shares. Each share will be entitled to vote at the meeting or at
any adjournments 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.
16
In accordance with its view of applicable law, Phoenix will vote the shares
of the Merging Series for which Phoenix receives voting instructions from
shareholders 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:
o THROUGH THE INTERNET - www.proxyweb.com
o BY TELEPHONE - 800-690-6903
o BY MAIL - using the enclosed Voting Instructions Card(s) and
postage-paid envelope
o 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 voting in person at the meeting and giving oral notice of
revocation to the Chairman of the meeting.
We encourage you to vote by telephone or by Internet; have your Voting
Instruction 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 associated with this proxy solicitation. Whichever method you choose,
please read the enclosed proxy statement carefully before you vote.
As of the Record Date, Phoenix owned, through its variable universal life
("VUL") accounts and variable annuity ("VA") accounts, 1,790,010.915 shares of
the Merging Series and 12,932,145.37 shares of the Surviving Series. No one
Contract/Policyholder owns beneficially of record 5% or more of the outstanding
shares of the Merging Series, Surviving Series, or the combined Surviving Series
assuming consummation of the Reorganization, based on the holdings and total
shares as of July 20, 2004. As of the Record Date, less than 1% of 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. Because Phoenix, through its VUL
Accounts and VA Accounts are the record owners of the Merging Series, Phoenix's
attendance at the meeting will constitute a quorum. 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
17
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
adjournments 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 are required to be voted 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 instruction cards, 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 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 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.
18
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
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 tabulation 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 completed Voting Instructions Card form
included with this Prospectus/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 VIA
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 the Statement of Additional Information, as
supplemented, dated May 1, 2004, (Registration No. 033-05033) which have been
filed with the SEC and are incorporated by reference herein. A copy of the
Prospectus for the Trust and Statement of Additional Information 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.
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.
19
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 shown in the table would be lower.
AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIOD ENDING LIFE OF THE
- ---------------------------- ------------
DECEMBER 31, 2003) 1 YEAR 5 YEARS 10 YEARS SERIES INCEPTION DATE
------ ------- -------- ------ --------------
Surviving Series
o Phoenix-Aberdeen International Series 31.86% (1.43)% 5.66% __ __
o MSCI EAFE Index(1) 39.17% 0.26% 4.78% __ __
o S&P 500(R) Index(2) 28.71% (0.57)% 11.10% __ __
Merging Series
o Phoenix-Sanford Bernstein Global Value 32.79% __ __ 3.23% 11/20/00
Series
o MSCI World Index(3) 33.76% __ __ (2.90)% 11/30/00
o S&P 500(R) Index(2) 28.71% __ __ 4.38% 11/20/00
GROWTH OF $10,000(4) (PERIOD ENDING DECEMBER 31, 2003)
YEAR PHOENIX-ABERDEEN INTERNATIONAL SERIES MSCI EAFE INDEX(1) S&P 500(R) INDEX(2)
---- ------------------------------------- ------------------ -------------------
12/31/93 $10,000 $10,000 $10,000
12/30/94 $10,003 $10,086 $10,132
12/29/95 $10,962 $12,054 $13,933
12/31/96 $13,006 $12,821 $17,172
12/31/97 $14,573 $13,084 $22,903
12/31/98 $18,642 $15,745 $29,489
12/31/99 $24,140 $20,043 $35,721
12/29/00 $20,323 $17,245 $32,440
12/31/01 $15,437 $13,588 $28,587
12/31/02 $13,152 $11,461 $22,270
12/31/03 $17,342 $15,950 $28,664
- -------------------------------
(1) The MSCI (Morgan Stanley Capital International) EAFE(R) Index measures
foreign stock fund performance, which includes net dividends reinvested. Total
return figures are net of foreign withholding taxes. The EAFE(R) is an aggregate
of 21 individual country indexes in Europe, Australia, New Zealand and the Far
East.
(2) The S&P 500(R) Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.
(3) The MSCI (Morgan Stanley Capital International) World Index is a commonly
used measure of global value oriented stock total return performance.
(4) This chart assumes initial investment of $10,000 made on the inception
dates noted in the tables above. Performance assumes dividends and capital gains
are reinvested.
The indexes are not available for direct investment, therefore their
performance does not reflect expenses associated with active management of an
actual portfolio.
20
PHOENIX- SANFORD BERNSTEIN GLOBAL
----------------------------------
YEAR VALUE SERIES MSCI WORLD INDEX(3) S&P 500(R)INDEX(2)
---- ------------ ------------------- ------------------
11/20/00 $10,000 $10,000 $10,000
12/29/00 $10,435 $10,163 $9,844
12/31/01 $9,721 $8,484 $8,675
12/31/02 $8,315 $6,826 $6,758
12/31/03 $11,041 $9,131 $8,699
SECTOR WEIGHTINGS (as a percentage of equity holdings as of December 31, 2003)
SECTOR SURVIVING SERIES MERGING SERIES
- ------ ---------------- --------------
Consumer Discretionary $ 19,542,021 13.88% $ 2,242,248 13.68%
Consumer Staples $ 19,287,199 13.70% $ 1,347,418 8.22%
Energy $ 18,674,447 13.26% $ 1,459,060 8.90%
Financials $ 37,630,820 26.73% $ 4,262,002 26.01%
Heath Care $ 12,780,325 9.08% $ 1,737,555 10.60%
Industrials $ 9,322,452 6.62% $ 1,241,826 7.58%
Information Technology $ 2,868,432 2.04% $ 1,590,590 9.71%
Materials $ 7,898,898 5.61% $ 1,163,491 7.10%
Telecommunication Services $ 11,074,322 7.87% $ 877,011 5.35%
Utilities $ 1,713,600 1.21% $ 466,601 2.85%
Sum of Equity Holdings $140,792,516 100.00% $16,387,802 100.00%
ASSET MIX AT DECEMBER 31, 2003 (as a percentage of total assets)
ASSET MIX SURVIVING SERIES MERGING SERIES
- --------- ---------------- --------------
Common Stock 0.00% 51.13%
Foreign Common Stock 96.71% 46.20%
Foreign Preferred Stock 3.34% 0.00%
Short Term Obligations 0.00% 2.50%
Other assets and liabilities, net (0.05)% 0.17%
Total Net Assets 100.00% 100.00%
TEN LARGEST EQUITY HOLDINGS (as a percentage of total net assets as of December 31, 2003)
SURVIVING SERIES MERGING SERIES
---------------- --------------
Sainsbury (J) plc 3.0% Vodafone Group plc 2.0%
Samsung Electronics Co. Ltd. Pfd. 3.0% Pfizer, Inc. 1.9%
Valeo SA 2.9% Citigroup, Inc. 1.8%
ENI SpA 2.8% Bank of Nova Scotia 1.6%
Petroleo Brasileiro SA ADR 2.7% Hewlett-Packard Co. 1.6%
Oversea-Chinese Banking Corp. Ltd. 2.6% General Electric Co. 1.6%
Aventis SA 2.5% Bank of America Corp. 1.5%
NTT DoCoMo, Inc. 2.4% Volkswagen AG 1.5%
Swire Pacific Ltd. Class B 2.3% ConocoPhillips 1.4%
Inerbrew 2.3% Nissan Motor Co. Ltd. 1.4%
21
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.
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.
22
SURVIVING SERIES
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIODS)
The financial highlights table is intended to help you understand the
Surviving Series' financial performance for the past five years. 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 Surviving Series (assuming reinvestment of all dividends and
distributions). These figures do not include the imposition of separate account
fees or expenses. If such fees or expenses were imposed, total return would be
lower. This information has been audited by PricewaterhouseCoopers LLP. The
Report of Independent Auditors and the Surviving Series' financial statements
are included in the December 31, 2003 Annual Report and are incorporated by
reference in the Statement of Additional Information.
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Net asset value, beginning of period................ $8.24 $9.78 $13.25 $17.19 $15.46
INCOME FROM INVESTMENT OPERATIONS...................
Net investment income (loss)....................... 0.18 0.12 0.06 0.08 0.23
Net realized and unrealized gain (loss)............ 2.41 (1.56) (3.23) (2.77) 4.13
---- ------ ------ ------ ----
TOTAL FROM INVESTMENT OPERATIONS................... 2.59 (1.44) (3.17) (2.69) 4.36
---- ------ ------ ------ ----
LESS DISTRIBUTIONS..................................
Dividends from net investment income............... (0.17) (0.10) -- (0.06) (0.39)
------ ------ ------ ------ ----
Distributions from net realized gains.............. -- -- (0.30) (1.19) (2.24)
------ ----- ------ ------ ------
TOTAL DISTRIBUTIONS................................ (0.17) (0.10) (0.30) (1.25) (2.63)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE........................... 2.42 (1.54) (3.47) (3.94) 1.73
---- ------ ------ ------ ----
NET ASSET VALUE, END OF PERIOD...................... $10.66 $8.24 $ 9.78 $13.25 $17.19
====== ===== ====== ====== ======
Total return........................................ 31.86% (14.81)% (24.04)% (15.81)% 29.49%
RATIOS/SUPPLEMENTAL DATA:...........................
Net assets, end of period (thousands).............. $145,580 $113,174 $160,224 $233,609 $298,973
RATIO TO AVERAGE NET ASSETS OF:.....................
Operating expenses................................. 1.07% 1.05% 1.02% 1.02% 1.01%
Net investment income.............................. 1.99% 1.18% 0.72% 0.54% 0.81%
Portfolio turnover.................................. 39% 34% 74% 94% 79%
23
FUTURE SHAREHOLDER MEETINGS
As a Massachusetts business trust, the Trust does not hold shareholder
meetings, unless required by the 1940 Act. There will be a Special Meeting of
the Phoenix-Alliance/Bernstein Growth + Income Series and Phoenix-MFS Investors
Trust Series Shareholders, September 14, 2004; a Special Meeting of the
Phoenix-Lazard U.S. Multi-Cap Series, September 14, 2004; and a Special Meeting
of the Phoenix-MFS Value Series Shareholders, September 14, 2004 to consider
proposals to approve other Agreements and Plans of Reorganization. Other than
these meetings, 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
Phoenix Life Insurance Company
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 meeting other than the matters set forth in this Prospectus/Proxy Statement.
Should any other matter requiring a vote of the 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
August 6, 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 September, 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-Aberdeen International Series (the "Surviving Series"), a separate
series of the Trust, and the Trust, on behalf of the Phoenix-Sanford Bernstein
Global Value 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
therefore: (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 September 24, 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 Brown Brothers, Harriman & Co., 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
that
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(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 Custodian to the 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
conforms 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 does not or did not at the time of
its use include any untrue statement of a material fact or omit to state any
material fact required to
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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 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 which 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 registered public 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,
Inc.), 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 conforms 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 does not or
did not at the time of its 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 which
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 registered public
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 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; and
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;
A-8
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 Declaration of
Trust, applicable Massachusetts law and the 1940 Act. Notwithstanding anything
herein to the contrary, the Trust may not 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 LLP, 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 LLP 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 (i) mutual agreement of the parties, or (ii) by
either party if the Closing shall not have occurred on or before December 31,
2004, unless such sale 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 Merging Series and 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-SANFORD BERNSTEIN GLOBAL
VALUE SERIES
_________________________________ By: _________________________________
SECRETARY
Title: ______________________________
Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF
ITS PHOENIX-ABERDEEN INTERNATIONAL SERIES
_________________________________ By: _________________________________
SECRETARY
Title: ______________________________
A-11
PART B
STATEMENT OF ADDITIONAL INFORMATION
ACQUISITION OF THE ASSETS OF
PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES
BY AND IN EXCHANGE FOR SHARES OF PHOENIX-ABERDEEN
INTERNATIONAL SERIES
BOTH A SERIES OF
THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
800-541-0171
August 6, 2004
This Statement of Additional Information, relating specifically to the
proposed transfer of all of the assets and all the liabilities of
Phoenix-Sanford Bernstein Global Value Series (the "Merging Series"), to the
Phoenix-Aberdeen International 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, 2004 with Post Effective Amendment No. 47 to the
Prospectus dated May 1, 2004 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;
and
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 August 6, 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 August 6, 2004.
Phoenix-Aberdeen International Series/Phoenix-Sanford Bernstein Global
Value Series
Pro Forma Combined Schedule of Investments
December 31, 2003 (Unaudited)
Shares or Par Value Value
=============== =============== ============ ===================================== ============= ============= ============
Phoenix- Phoenix-
Phoenix- Sanford Phoenix- Sanford
Aberdeen Bernstein Pro Forma Aberdeen Bernstein Pro Forma
International Global Combined International Global Combined
Series Value Series Portfolios DESCRIPTION Series Value Series Portfolios
=============== =============== ============ ===================================== ============= ============= ============
COMMON STOCKS--5.3%
- 900 900 Abbott Laboratories $ - $ 41,940 $ 41,940
- 2,000 2,000 Alcoa, Inc. - 76,000 76,000
- 4,500 4,500 Allied Waste Industries, Inc. - 62,460 62,460
- 4,225 4,225 Altria Group, Inc. - 229,924 229,924
- 300 300 Amerada Hess Corp. - 15,951 15,951
- 3,400 3,400 American Electric Power Co., Inc. - 103,734 103,734
- 1,785 1,785 Archer Daniels Midland Co. - 27,168 27,168
- 550 550 Ashland, Inc. - 24,233 24,233
- 380 380 AT&T Corp. - 7,714 7,714
- 2,000 2,000 Avnet, Inc. (b) - 43,320 43,320
- 3,200 3,200 Bank of America Corp. - 257,376 257,376
- 1,375 1,375 BellSouth Corp. - 38,912 38,912
- 2,480 2,480 Bristol-Myers Squibb Co. - 70,928 70,928
- 650 650 Cabot Corp. - 20,696 20,696
- 2,800 2,800 Cendant Corp. (b) - 62,356 62,356
- 640 640 ChevronTexaco Corp. - 55,290 55,290
- 2,400 2,400 Chubb Corp. (The) - 163,440 163,440
- 8,100 8,100 Cisco Systems, Inc. (b) - 196,749 196,749
- 6,330 6,330 Citigroup, Inc. - 307,258 307,258
- 1,300 1,300 Coca-Cola Co. (The) - 65,975 65,975
- 2,714 2,714 Comcast Corp. Class A (b) - 89,209 89,209
- 5,300 5,300 Comcast Corp. Special Class A (b) - 165,784 165,784
- 3,700 3,700 ConocoPhillips - 242,609 242,609
- 700 700 Cooper Industries Ltd. Class A - 40,551 40,551
- 1,400 1,400 Dell, Inc. (b) - 47,544 47,544
- 1,400 1,400 Delphi Corp. - 14,294 14,294
- 1,100 1,100 Deluxe Corp. - 45,463 45,463
- 2,600 2,600 Donnelley (R.R.) & Sons Co. - 78,390 78,390
- 1,744 1,744 Dow Chemical Co. (The) - 72,498 72,498
- 1,500 1,500 Du Pont (E.I.) de Nemours & Co. - 68,835 68,835
- 300 300 Eastman Chemical Co. - 11,859 11,859
- 500 500 Eaton Corp. - 53,990 53,990
- 600 600 Electronic Data Systems Corp. - 14,724 14,724
- 1,000 1,000 Energizer Holdings, Inc. (b) - 37,560 37,560
- 2,700 2,700 Entergy Corp. - 154,251 154,251
- 2,500 2,500 Exxon Mobil Corp. - 102,500 102,500
- 2,275 2,275 Fannie Mae - 170,761 170,761
- 500 500 Federated Department Stores, Inc. - 23,565 23,565
- 2,081 2,081 FleetBoston Financial Corp. - 90,836 90,836
- 1,900 1,900 Freddie Mac - 110,808 110,808
- 8,600 8,600 General Electric Co. - 266,428 266,428
- 2,850 2,850 Georgia-Pacific Corp. - 87,409 87,409
- 825 825 Goodrich Corp. - 24,494 24,494
- 900 900 Guidant Corp. - 54,180 54,180
- 11,750 11,750 Hewlett-Packard Co. - 269,897 269,897
- 1,700 1,700 Home Depot, Inc. (The) - 60,333 60,333
- 3,500 3,500 IMS Health, Inc. - 87,010 87,010
- 4,600 4,600 Intel Corp. - 148,120 148,120
- 1,400 1,400 International Business Machines Corp. - 129,752 129,752
- 300 300 International Paper Co. - 12,933 12,933
- 2,350 2,350 Johnson & Johnson - 121,401 121,401
- 700 700 Jones Apparel Group, Inc. - 24,661 24,661
- 3,550 3,550 KeyCorp - 104,086 104,086
- 2,500 2,500 Kroger Co. (The) (b) - 46,275 46,275
- 1,250 1,250 Lear Corp. - 76,662 76,662
- 2,700 2,700 Leggett & Platt, Inc. - 58,401 58,401
- 1,000 1,000 Lehman Brothers Holdings, Inc. - 77,220 77,220
- 805 805 Lilly (Eli) & Co. - 56,616 56,616
- 3,000 3,000 Lyondell Chemical Co. - 50,850 50,850
- 2,200 2,200 Martin Marietta Materials, Inc. - 103,334 103,334
- 1,500 1,500 May Department Stores Co. (The) - 43,605 43,605
- 900 900 McDonald's Corp. - 22,347 22,347
- 1,330 1,330 MeadWestvaco Corp. - 39,568 39,568
- 3,700 3,700 Merck & Co., Inc. - 170,940 170,940
- 5,195 5,195 MetLife, Inc. - 174,916 174,916
- 400 400 MGIC Investment Corp. - 22,776 22,776
- 6,600 6,600 Microsoft Corp. - 181,764 181,764
- 700 700 Morgan Stanley - 40,509 40,509
- 1,000 1,000 National City Corp. - 33,940 33,940
- 5,600 5,600 Norfolk Southern Corp. - 132,440 132,440
- 2,100 2,100 Office Depot, Inc. (b) - 35,091 35,091
- 4,000 4,000 Oracle Corp. (b) - 52,800 52,800
1
Phoenix-Aberdeen International Series/Phoenix-Sanford Bernstein Global
Value Series
Pro Forma Combined Schedule of Investments
December 31, 2003 (Unaudited) (Continued)
Shares or Par Value Value
=============== =============== ============ ===================================== ============= ============= ============
Phoenix- Phoenix-
Phoenix- Sanford Phoenix- Sanford
Aberdeen Bernstein Pro Forma Aberdeen Bernstein Pro Forma
International Global Combined International Global Combined
Series Value Series Portfolios DESCRIPTION Series Value Series Portfolios
=============== =============== ============ ===================================== ============= ============= ============
- 700 700 Oxford Health Plans, Inc. (b) - 30,450 30,450
- 800 800 Parker Hannifin Corp. - 47,600 47,600
- 1,200 1,200 PepsiCo, Inc. - 55,944 55,944
- 9,290 9,290 Pfizer, Inc. - 328,217 328,217
- 500 500 PPG Industries, Inc. - 32,010 32,010
- 700 700 Procter & Gamble Co. (The)
Qwest Communications International, - 69,916 69,916
- 22,500 22,500 Inc. (b) - 97,200 97,200
- 4,400 4,400 Safeway, Inc. (b) - 96,404 96,404
- 1,300 1,300 Sara Lee Corp. - 28,223 28,223
- 3,200 3,200 SBC Communications, Inc. - 83,424 83,424
- 700 700 Sears, Roebuck and Co. - 31,843 31,843
- 4,000 4,000 Sempra Energy - 120,240 120,240
- 1,200 1,200 Smurfit-Stone Container Corp. (b) - 22,284 22,284
- 13,700 13,700 Solectron Corp. (b) - 80,967 80,967
- 900 900 Sonoco Products Co. - 22,158 22,158
- 3,000 3,000 Sprint Corp. (FON Group) - 49,260 49,260
- 8,000 8,000 Sprint Corp. (PCS Group) (b) - 44,960 44,960
- 2,500 2,500 Stanley Works (The) - 94,675 94,675
- 500 500 SUPERVALU, Inc. - 14,295 14,295
- 500 500 Tech Data Corp. (b) - 19,845 19,845
- 2,800 2,800 Tellabs, Inc. (b) - 23,604 23,604
- 3,850 3,850 Time Warner, Inc. (b) - 69,262 69,262
- 500 500 Torchmark Corp. - 22,770 22,770
- 8,983 8,983 Travelers Property Casualty Corp.
Class A (b) - 150,735 150,735
- 171 171 Travelers Property Casualty Corp.
Class B - 2,902 2,902
- 1,500 1,500 Tyco International Ltd. - 39,750 39,750
- 2,100 2,100 Tyson Foods, Inc. Class A - 27,804 27,804
- 1,000 1,000 UST, Inc. - 35,690 35,690
- 800 800 V. F. Corp. - 34,592 34,592
- 950 950 Valero Energy Corp. - 44,023 44,023
- 1,300 1,300 Verizon Communications, Inc. - 45,604 45,604
- 1,000 1,000 Wachovia Corp. - 46,590 46,590
- 1,300 1,300 Wal-Mart Stores, Inc. - 68,965 68,965
- 5,325 5,325 Washington Mutual, Inc. - 213,639 213,639
- 600 600 Whirlpool Corp. - 43,590 43,590
- 1,200 1,200 Wyeth - 50,940 50,940
------------- ------------- ------------
TOTAL COMMON STOCKS - 8,608,588 8,608,588
FOREIGN COMMON STOCKS--91.4%
- 1,136 1,136 Acs Actividades de Contruccion
y Servicios SA - 55,453 55,453
- 1,400 1,400 Agfa Gevaert NV - 39,909 39,909
106,000 1,800 107,800 Altadis SA 3,008,325 51,085 3,059,410
- 470 470 AMB Generali Holding AG - 34,977 34,977
127,333 10,900 138,233 Arcelor (c) 2,219,654 190,007 2,409,661
- 1,066 1,066 Arcelor (d) - 18,381 18,381
165,000 - 165,000 Asia Satellite Telecommunications
Holdings Ltd. 313,482 - 313,482
- 2,600 2,600 Assurances Generales de France - 141,216 141,216
31,200 1,200 32,400 AstraZeneca plc 1,496,858 57,571 1,554,429
- 7,600 7,600 Australia and New Zealand Banking
Group Ltd. - 101,239 101,239
54,000 3,050 57,050 Aventis SA 3,569,122 201,589 3,770,711
168,000 17,800 185,800 Aviva plc 1,474,410 156,217 1,630,627
- 6,200 6,200 Banco Santander Central Hispano SA - 73,433 73,433
- 1 1 Bank of Montreal - 19 19
- 5,451 5,451 Bank of Nova Scotia (e) - 277,559 277,559
- 716 716 BCE, Inc. - 16,013 16,013
- 20,000 20,000 BlueScope Steel Ltd. - 84,386 84,386
- 1,400 1,400 BNP Paribas SA - 88,154 88,154
189,400 13,300 202,700 BP plc 1,535,923 107,855 1,643,778
123,000 6,600 129,600 British American Tobacco plc 1,695,458 90,976 1,786,434
- 5,100 5,100 BT Group plc - 17,187 17,187
334,000 - 334,000 Cadbury Schweppes plc 2,452,937 - 2,452,937
48,000 5,000 53,000 Canon, Inc. 2,234,954 232,808 2,467,762
- 1,350 1,350 Celanese AG - 55,308 55,308
933,500 - 933,500 China Mobile (Hong Kong) Ltd. 2,867,739 - 2,867,739
100,000 - 100,000 City Developments Ltd. 356,239 - 356,239
80,000 - 80,000 Companhia Paranaense de
Energia-Copel ADR (b) 381,600 - 381,600
- 4,500 4,500 Continental AG - 171,304 171,304
- 2,181 2,181 Credit Agricole SA - 52,077 52,077
- 5,100 5,100 Credit Suisse Group - 186,598 186,598
67,000 - 67,000 Dah Sing Financial Group 498,383 - 498,383
- 2,200 2,200 Danske Bank A/S - 51,617 51,617
- 700 700 Depfa Bank plc - 88,030 88,030
2
Phoenix-Aberdeen International Series/Phoenix-Sanford Bernstein Global
Value Series
Pro Forma Combined Schedule of Investments
December 31, 2003 (Unaudited) (Continued)
Shares or Par Value Value
=============== =============== ============ ===================================== ============= ============= ============
Phoenix- Phoenix-
Phoenix- Sanford Phoenix- Sanford
Aberdeen Bernstein Pro Forma Aberdeen Bernstein Pro Forma
International Global Combined International Global Combined
Series Value Series Portfolios DESCRIPTION Series Value Series Portfolios
=============== =============== ============ ===================================== ============= ============= ============
- 3,500 3,500 DSM NV - 172,307 172,307
- 500 500 E.ON AG - 32,751 32,751
218,296 12,150 230,446 ENI SpA 4,119,208 229,268 4,348,476
- 5,000 5,000 Flextronics International Ltd. (b) - 74,200 74,200
- 4,000 4,000 Fortum Oyj - 41,272 41,272
- 2,904 2,904 France Telecom SA - 83,003 83,003
284,000 - 284,000 Fubon Financial Holding Co. Ltd. (b) 271,871 - 271,871
92,000 - 92,000 Fuji Photo Film Co. Ltd. 2,970,234 - 2,970,234
40,000 - 40,000 Gail India Ltd.GDR 1,332,000 - 1,332,000
6,190,000 - 6,190,000 Giordano International Ltd. 2,870,318 - 2,870,318
- 9,646 9,646 GlaxoSmithKline plc - 221,029 221,029
200,800 - 200,800 Hana Microelectronics Public Co. Ltd. 633,479 - 633,479
- 2,300 2,300 Hannover Rueckversicherung AG
Registered Shares - 80,158 80,158
- 3,354 3,354 HeidelbergCement (b) - 143,840 143,840
- 6,000 6,000 Hitachi Ltd. - 36,167 36,167
46,800 3,900 50,700 Honda Motor Co. Ltd. 2,078,641 173,220 2,251,861
102,500 - 102,500 HSBC Holdings plc 1,611,052 - 1,611,052
55,000 - 55,000 IHC Caland NV 2,983,098 - 2,983,098
130,000 - 130,000 ING Groep NV 3,031,912 - 3,031,912
127,700 - 127,700 Interbrew (b) 3,408,340 - 3,408,340
- 9,067 9,067 InterContinental Hotels Group plc - 85,864 85,864
- 3,900 3,900 Jfe Holdings, Inc. - 106,443 106,443
138,000 - 138,000 Kao Corp. 2,807,129 - 2,807,129
- 1,000 1,000 KBC Bankverzekeringsholding - 46,696 46,696
- 1,300 1,300 Koninklijke (Royal) Philips
Electronics NV - 37,960 37,960
15,000 - 15,000 Kookmin Bank 562,107 - 562,107
80,000 - 80,000 Kookmin Bank ADR 3,027,200 - 3,027,200
36,000 - 36,000 KT Corp. 1,347,545 - 1,347,545
55,916 - 55,916 Leighton Holdings Ltd. 497,554 - 497,554
- 3,700 3,700 Lloyds TSB Group plc - 29,674 29,674
- 1,726 1,726 Magna International, Inc. - 138,962 138,962
150,000 - 150,000 Malaysian Oxygen Berhad 457,895 - 457,895
- 400 400 Man AG - 12,134 12,134
71,000 - 71,000 Metro AG 3,134,460 - 3,134,460
- 7,000 7,000 Nippon Meat Packers, Inc. - 68,452 68,452
18,100 - 18,100 Nippon Television Network Corp. 2,690,427 - 2,690,427
- 21,000 21,000 Nissan Motor Co. Ltd. - 239,843 239,843
- 2,000 2,000 Nokia Oyj - 34,586 34,586
243,000 - 243,000 Nordea AB 1,823,690 - 1,823,690
71,000 2,700 73,700 Novartis AG Registered Shares 3,223,489 122,583 3,346,072
1,530 - 1,530 NTT DoCoMo, Inc. 3,469,161 - 3,469,161
- 250 250 OMV AG - 37,235 37,235
25,100 - 25,100 Orix Corp. 2,075,077 - 2,075,077
526,000 - 526,000 Oversea-Chinese Banking Corp. Ltd. 3,747,630 - 3,747,630
- 2,000 2,000 PartnerRe Ltd. - 116,100 116,100
- 2,200 2,200 Persimmon plc - 21,149 21,149
- 3,500 3,500 Petro-Canada - 173,097 173,097
1,750,000 - 1,750,000 PetroChina Co. Ltd. 1,003,078 - 1,003,078
150,000 - 150,000 Petroleo Brasileiro SA ADR (b) 3,999,000 - 3,999,000
- 3,000 3,000 Promise Co. Ltd. - 130,727 130,727
201,100 - 201,100 Prudential plc 1,700,103 - 1,700,103
- 1,760 1,760 PSA Peugeot Citroen - 89,687 89,687
100,000 - 100,000 PTT Exploration and Production
Public Co. Ltd. 676,383 - 676,383
- 28,100 28,100 Qantas Airways Ltd. - 69,656 69,656
321,000 - 321,000 QBE Insurance Group Ltd. 2,563,685 - 2,563,685
13,340 - 13,340 Rio Tinto Ltd. 373,897 - 373,897
125,000 - 125,000 Robinson & Co. Ltd. 548,342 - 548,342
- 700 700 Roche Holding AG - 70,609 70,609
- 28,600 28,600 Royal & Sun Alliance Insurance
Group plc - 45,183 45,183
- 3,200 3,200 Royal Bank of Canada - 153,035 153,035
- 1,650 1,650 Royal Dutch Petroleum Co. - 86,996 86,996
- 25,857 25,857 Safeway plc - 131,458 131,458
793,000 - 793,000 Sainsbury (J) plc 4,439,784 - 4,439,784
31,500 - 31,500 Schneider Electric SA 2,062,122 - 2,062,122
129,000 - 129,000 Schroders plc 1,459,480 - 1,459,480
54,000 - 54,000 Shin-Etsu Chemical Co. Ltd. 2,206,961 - 2,206,961
3,120 - 3,120 Shinsegae Co. Ltd. 701,771 - 701,771
- 1,325 1,325 Siemens AG - 106,628 106,628
250,000 - 250,000 Sime UEP Properties Berhad 294,737 - 294,737
- 10,600 10,600 Singapore Airlines Ltd. - 69,905 69,905
1,038,237 - 1,038,237 SinoPac Holdings Co. (b) 525,999 - 525,999
- 1,050 1,050 Societe Generale Class A - 92,709 92,709
3
Phoenix-Aberdeen International Series/Phoenix-Sanford Bernstein Global
Value Series
Pro Forma Combined Schedule of Investments
December 31, 2003 (Unaudited) (Continued)
Shares or Par Value Value
=============== =============== ============ ===================================== ============= ============= ============
Phoenix- Phoenix-
Phoenix- Sanford Phoenix- Sanford
Aberdeen Bernstein Pro Forma Aberdeen Bernstein Pro Forma
International Global Combined International Global Combined
Series Value Series Portfolios DESCRIPTION Series Value Series Portfolios
=============== =============== ============ ===================================== ============= ============= ============
230,000 - 230,000 Stora Enso Oyj Class R 3,098,386 - 3,098,386
- 25 25 Sumitomo Mitsui Financial Group, Inc. - 135,331 135,331
- 3,900 3,900 Svenska Cellulosa AB Series B - 159,354 159,354
74,000 - 74,000 Svenska Handelsbanken AB Class A 1,511,820 - 1,511,820
3,235,000 - 3,235,000 Swire Pacific Ltd. Class B 3,416,843 - 3,416,843
41,000 - 41,000 Swiss Re Registered Shares 2,768,142 - 2,768,142
309,400 - 309,400 Taiwan Cellular Corp. (b) 268,845 - 268,845
72,500 1,300 73,800 Takeda Chemical Industries Ltd. 2,875,105 51,554 2,926,659
- 1,250 1,250 Talisman Energy, Inc. - 71,116 71,116
- 3,395 3,395 Telefonica SA - 49,846 49,846
85,000 - 85,000 Telefonos de Mexico SA de C.V.
ADR Series L 2,807,550 - 2,807,550
- 1,900 1,900 Tohoku Electric Power Co., Inc. - 31,504 31,504
- 1,100 1,100 Tokyo Electric Power Co., Inc. (The) - 24,120 24,120
13,710 - 13,710 Total SA 2,549,009 - 2,549,009
140,000 - 140,000 TPG NV 3,279,263 - 3,279,263
- 4,100 4,100 Trinity Mirror plc - 41,432 41,432
- 30 30 UFJ Holdings, Inc. (b) - 144,163 144,163
122,000 - 122,000 Unibanco-Uniao de Bancos
Brasileiros SA GDR 3,043,900 - 3,043,900
30,000 - 30,000 Unicharm Corp. 1,475,226 - 1,475,226
- 4,500 4,500 Unilever plc - 41,950 41,950
78,400 - 78,400 United Overseas Bank Ltd. 609,362 - 609,362
106,200 - 106,200 Valeo SA 4,253,090 - 4,253,090
- 138,700 138,700 Vodafone Group plc - 343,888 343,888
- 4,400 4,400 Volkswagen AG - 246,140 246,140
50,000 - 50,000 Volvo AB Class B 1,528,776 - 1,528,776
319,000 - 319,000 Weir Group plc (The) 1,463,342 - 1,463,342
- 11,400 11,400 Whitbread plc - 146,732 146,732
106,000 - 106,000 Wing Hang Bank Ltd. 630,790 - 630,790
560,000 - 560,000 Wood Group (John) plc 1,350,853 - 1,350,853
- 600 600 XL Capital Ltd. Class A - 46,530 46,530
52,000 - 52,000 Yamanouchi Pharmaceutical Co. Ltd. 1,615,751 - 1,615,751
700,000 - 700,000 Zhejiang Expressway Co. Ltd. 491,396 - 491,396
6,400 - 6,400 Zurich Financial Services AG (b) 921,124 - 921,124
------------- ------------- ------------
TOTAL FOREIGN COMMON STOCKS 140,792,516 7,779,214 148,571,730
FOREIGN PREFERRED STOCKS--3.0%
28,000 - 28,000 Hyundai Motor Co. Ltd. Pfd. 538,145 - 538,145
21,000 - 21,000 Samsung Electronics Co. Ltd. Pfd. 4,326,899 - 4,326,899
------------- ------------- ------------
TOTAL FOREIGN PREFERRED STOCKS 4,865,044 - 4,865,044
SHORT-TERM OBLIGATIONS--0.3%
- 419,000 419,000 Brown Brothers Harriman & Co.
Grand Cayman Branch 0.10%, 1/2/04 - 419,106 419,106
------------- ------------- ------------
TOTAL SHORT-TERM OBLIGATIONS - 419,106 419,106
TOTAL INVESTMENTS--100.0% 145,657,560 16,806,908 162,464,468(a)
(Identified cost $121,299,725,
$14,655,861 and $135,955,586)
Other assets and liabilities, net---0.0% (77,157) 30,780 (46,377)
------------- ------------- ------------
NET ASSETS--100.0% $ 145,580,403 $ 16,837,688 $162,418,091
============== ============= ============
(a) Federal Income Tax Information: Net unrealized appreciation
of investment securities is comprised of gross appreciation of
$33,290,180 and gross depreciation of $7,070,074 for federal
income tax purposes. At December 31, 2003, the aggregate cost of
securities for federal income tax purposes was $136,244,362.
(b) Non income producing.
(c) Shares traded on Paris exchange.
(d) Shares traded on Madrid exchange.
(e) All or a portion segregated as collateral for futures contracts.
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS
4
Phoenix-Aberdeen International Series/Phoenix-Sanford Bernstein Global Value Series
Pro Forma Combined Statement of Assets and Liabilities
December 31, 2003 (Unaudited)
================== ================== ============== ==============
Phoenix-Aberdeen Phoenix-Sanford Pro Forma
International Bernstein Global Adjustments Combined
Series Value Series Portfolios
================== ================== ============== ==============
ASSETS
Investment securities at value
(Identified cost $121,299,725, $14,655,861 and
$135,955,586) $ 145,657,560 $ 16,806,908 $ 162,464,468
Deposits with broker for variation margin requirements on
futures contracts - 3,875 3,875
Foreign currency at value (Identified cost $44,696) - 47,113 47,113
Foreign currency deposits at value with broker for
variation margin requirements on futures contracts
(Identified cost $7,471) - 7,747 7,747
Receivables
Investment securities sold 3,210,167 - 3,210,167
Dividends 389,788 22,379 412,167
Tax Reclaims 95,710 11,263 106,973
Fund shares sold 84,102 13,031 97,133
Variation margin for futures contracts - 12,192 12,192
Prepaid expenses 1,950 195 2,145
----------------- ----------------- ------------- -------------
Total assets 149,439,277 16,924,703 - 166,363,980
----------------- ----------------- ------------- -------------
LIABILITIES
Cash overdraft 3,246,818 - 3,246,818
Payables
Investment securities purchased - 12,134 12,134
Fund shares repurchased 376,121 14,628 390,749
Investment advisory fee 90,197 3,460 93,657
Financial agent fee 10,274 3,997 14,271
Administration fee 9,205 1,056 10,261
Trustees' fee 2,360 2,360 4,720
Custodian fee 23,063 2,350 25,413
Printing fee 34,116 12,559 46,675
Professional fee 27,552 30,939 58,491
Accrued expenses 39,168 3,532 42,700
----------------- ----------------- ------------- -------------
Total liabilities 3,858,874 87,015 - 3,945,889
----------------- ----------------- ------------- -------------
NET ASSETS $ 145,580,403 $ 16,837,688 - $ 162,418,091
================= ================== ============= =============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $ 190,717,939 $ 15,393,461 $ (717,484) $ 205,393,916
Undistributed net investment income (loss) 473,991 (27,747) 27,747 (b) 473,991
Accumulated net realized gain (loss) (69,979,984) (689,737) 689,737 (b) (69,979,984)
Net unrealized appreciation 24,368,457 2,161,711 - 26,530,168
----------------- ----------------- ------------- -------------
Net Assets $ 145,580,403 $ 16,837,688 $ - $ 162,418,091
================= ================== ============= =============
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization 13,657,977 1,587,060 (7,540)(a) 15,237,497
Net assets $ 145,580,403 $ 16,837,688 $ 162,418,091
Net asset value per share $ 10.66 $ 10.61 $ 10.66
(a) Adjustment reflects additional shares issued in conversion.
(b) Adjustment reflects closing entry of capital accounts for target fund.
See Notes to Pro Forma Financial Statements.
5
Phoenix-Aberdeen International Series/Phoenix-Sanford Bernstein Global Value Series
Pro Forma Combined Statement of Operations
January 1, 2003 to December 31, 2003 (Unaudited)
================== ================== ============== ==============
Phoenix-Aberdeen Phoenix-Sanford Pro Forma
International Bernstein Global Adjustments Combined
Series Value Series Portfolios
================== ================== ============== ==============
INVESTMENT INCOME
Dividends $ 4,292,209 $ 331,833 $ - $ 4,624,042
Interest 15,269 472 - 15,741
Foreign taxes withheld (457,754) (19,557) - (477,311)
----------------- ----------------- -------------- -------------
Total investment income 3,849,724 312,748 - 4,162,472
----------------- ----------------- -------------- -------------
EXPENSES
Investment advisory fee 944,142 114,551 (19,092) 1,039,601
Financial agent fee 114,814 44,599 (26,872) 132,541
Administration fee 96,932 (a) 9,800 (a) 4,159 (a) 110,891
Printing 41,072 20,859 (2,648) 59,283
Professional 15,846 26,631 (10,077) 32,400
Custodian 113,935 23,138 (62,214) (b) 74,859
Trustees 7,209 6,394 (6,936) 6,667
Miscellaneous 15,782 9,371 (9,950) 15,203
----------------- ----------------- -------------- -------------
Total expenses 1,349,732 255,343 (133,630) 1,471,445
Less expenses borne by investment advisor - (108,972) 108,972 -
----------------- ----------------- -------------- -------------
Net expenses 1,349,732 146,371 (24,658) 1,471,445
----------------- ----------------- -------------- -------------
NET INVESTMENT INCOME (LOSS) 2,499,992 166,377 24,658 2,691,027
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized gain (loss) on securities (12,108,165) (149,475) - (12,257,640)
Net realized gain (loss) on foreign currency
transactions 16,449 11,159 - 27,608
Net realized gains on futures contracts - 6,911 - 6,911
Net change in unrealized appreciation (depreciation)
on investments 47,183,988 3,740,254 - 50,924,242
Net change in unrealized appreciation (depreciation)
on futures - 4,376 - 4,376
Net change in unrealized appreciation (depreciation)
on foreign currency and foreign currency transactions (32,385) 3,277 - (29,108)
----------------- ----------------- -------------- -------------
Net gain (loss) on investments 35,059,887 3,616,502 - 38,676,389
----------------- ----------------- -------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 37,559,879 $ 3,782,879 $ 24,658 $ 41,367,416
================= ================== =============== =============
Adjustments:
(a) Reflects administration fees of 0.077% for a twelve month period, 1/1/03 -
12/31/03. Effective 1/1/04, the fee is 0.08%. The adjustment column reflects
what the annual fee would be based on combined assets at the new rate of 0.08%.
(b) Reflects expected savings due to contract renegotiations.
Note: The expenses for Phoenix-Aberdeen International Series are based on the
expense schedule which became effective 2/29/04.
See Notes to Pro Forma Financial Statements.
6
PHOENIX-ABERDEEN INTERNATIONAL SERIES/PHOENIX-SANFORD BERNSTEIN GLOBAL
VALUE SERIES
NOTES TO PRO FORMA COMBINED 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-Sanford Bernstein
Global Value Series ("Sanford Bernstein Global Value ") into the
Phoenix-Aberdeen International Series ("Aberdeen International"). 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 Sanford Bernstein Global Value to Aberdeen International and the subsequent
liquidation of Sanford Bernstein Global Value. The accounting survivor in the
proposed merger will be Aberdeen International. This is because the Surviving
Series will invest in a style that is similar to the way in which Aberdeen
International is currently operated (investment in foreign equity securities).
Additionally, Aberdeen International has a significantly larger asset base than
Sanford Bernstein Global Value.
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.
Sanford Bernstein Global Value and Aberdeen International 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 Aberdeen International that 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 Sanford Bernstein Global Value of $16,837,688 and the net
asset value of Aberdeen International of $10.66. 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 Aberdeen
International which became effective February 29, 2004, the actual expenses of
Sanford Bernstein Global Value and the combined Series, 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 Series
based on the fee schedule in effect for Aberdeen International 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 that 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. Certain foreign common
stocks may be fair valued in cases where closing prices are not readily
available or are deemed not reflective of readily available market prices. For
example, significant events (such as movement in the U.S. securities market, or
other regional and local developments) may occur between the time that foreign
markets close (where the security is principally traded) and the time that the
Fund calculates its net asset value (generally, the close of the NYSE) that may
impact the value of securities traded in these foreign markets. In these cases,
information from an external vendor may be utilized to adjust closing market
prices of certain
foreign common stocks to reflect their fair value. Because the frequency of
significant events is not predictable, fair valuation of certain foreign common
stocks may occur on a frequent basis.
5. COMPLIANCE
As of September 14, 2004, all the securities held by the Merging Series would
comply with the compliance guidelines, investment restrictions and
diversification requirements under the Investment Company Act of 1940, as
amended. The Surviving Series has elected to be taxed as a "regulated investment
company" under the requirements of Subchapter M of the Internal Revenue Code
("IRC"). After the acquisition, the Surviving Series intends to continue to
qualify as a regulated investment company 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.
6. FEDERAL INCOME TAX INFORMATION
The Series have capital loss carryovers, which may be used to offset future
capital gains, as follows:
Expiration Date Surviving Series Merging Series
Phoenix-Aberdeen Phoenix-Sanford Bernstein
International Series Global Value Series
2005 $ 1,280,431 --
2008 $295,786 --
2009 $26,725,829 --
2010 $21,729,527 $441,697
2011 $19,740,631 $174,094
Total $69,772,204 $615,791
In addition, the Series have deferred post-October losses as follows:
Surviving Series Phoenix-Aberdeen International Series $1,072
Merging Series Phoenix-Sanford Bernstein Global Value Series $55,774
The Series may not realize the benefit of these losses to the extent each Series
does not realize gains on investments prior to the expiration of the capital
loss carryover.
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 willful 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.
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.
C-1
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 Strategic Allocation Series, Phoenix-Goodwin Growth
Series, Phoenix-Aberdeen International Series, Phoenix-Duff & helps
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.
C-2
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.
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.
C-3
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 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
Post-Effective Amendment No. 47 (File No. 033-05033) on
April 30, 2004.
C-4
(7) Sixth Amendment to Investment Advisory Agreement between
Registrant and Phoenix Investment Counsel, Inc. dated
October 23, 2003 (pertaining to name change from
Phoenix-Kayne Large-Cap Core Series to Phoenix-Kayne Rising
Dividends Series), filed via EDGAR with Post-Effective
Amendment No. 47 (File No. 033-05033) on April 30, 2004.
(b) Subadvisory Agreements.
(1) Subadvisory Agreement between Aberdeen Fund Managers, Inc.
and Phoenix Investment Counsel, Inc. dated October 27,
1998, covering the International Series, filed via EDGAR
with Post-Effective Amendment No. 46 (File No. 033-05033)
on April 30, 2003.
(2) First Amendment to the Subadvisory Agreement between
Phoenix Investment Counsel, Inc. and Aberdeen Fund Mangers,
Inc., covering the Phoenix-Aberdeen International Series
(f/k/a International Series) dated November 12, 2002, filed
via EDGAR with Post-Effective Amendment No. 46 (File No.
033-05033) on April 30, 2003.
(7) Not Applicable.
(8) Not Applicable.
(9) Custodian Agreement.
(a) Custodian Agreement between Registrant and Brown Brothers Harriman
& Co. covering the International Series, previously filed with
Post-Effective Amendment No. 12 on February 16, 1995 and filed via
Edgar with Post-Effective Amendment No. 20 on (File No. 033-05033)
April 29, 1997.
(b) Amendment to the Custodian Agreement between certain open-end
management investment companies, as listed on the attached Appendix
C and Brown Brothers Harriman & Co., dated June 29, 2001 to include
Phoenix-Aberdeen Series Fund for Phoenix-Aberdeen Global Small Cap
Fund and Phoenix-Aberdeen New Asia Fund; The Phoenix Edge Series
Fund for Phoenix-Aberdeen New Asia Series and Phoenix-Sanford
Bernstein Global Value Series, Phoenix-Aberdeen International
Series; The Phoenix Multi-Portfolio Fund for the Phoenix-Aberdeen
International Fund and Phoenix-Aberdeen Worldwide Opportunities
Fund, filed via EDGAR with Post-Effective Amendment No. 47 (File
No. 033-05033) on April 30, 2004.
(c) Letter Amendment, pursuant to Section 9 to the Custodian Agreement
between Registrant and Brown Brothers Harriman & Co. dated
September 3, 1996, to include Aberdeen New Asia Series and
International Series, filed via EDGAR with Post-Effective Amendment
No. 47 (File No. 033-05033) on April 30, 2004.
(d) Amendment to Appendix "B" to the Custodian Agreement between
Registrant and Brown Brothers Harriman & Co. dated as of August 19,
1997, to include Aberdeen New Asia Series and International Series,
filed via EDGAR with Post-Effective Amendment No. 47 (File No.
033-05033) on April 30, 2004.
C-5
(e) Amendment to Appendix C to the Amendment to the Custodian
Agreements between Certain Open-End Management Investment Companies
as Listed on Appendix C and Brown Brothers Harriman & Co. dated as
of August 9, 2002, to include Phoenix-Aberdeen Series Fund for
Phoenix-Aberdeen Global Small Cap Fund, Phoenix-Aberdeen Series
Fund for the Phoenix-Aberdeen New Asia Fund, The Phoenix Edge
Series Fund for Phoenix-Aberdeen New Asia Series, The Phoenix Edge
Series Fund for Phoenix-Sanford Bernstein Global Value Series, The
Phoenix Edge Series Fund for the Phoenix-Aberdeen International
Series, The Phoenix Edge Series Fund for the Phoenix-Lazard
International Equity Select Series, The Phoenix Multi-Portfolio
Fund for the Phoenix-Aberdeen International Fund and
Phoenix-Aberdeen Worldwide Opportunities Fund, filed via EDGAR with
Post-Effective Amendment No. 47 (File No. 033-05033) on April 30,
2004.
(f) Amendment to Appendix C to Custodian Agreements between Certain
Open-End Management Investment Companies and Brown Brothers
Harriman & Co. dated as of March 18, 2003, to include The Phoenix
Edge Series Fund for Phoenix-Sanford Bernstein Global Value Series;
Phoenix-Aberdeen International Series; and Phoenix-Lazard
International Equity Select Series; The Phoenix Multi-Portfolio
Fund for The Phoenix-Aberdeen International Fund; and Phoenix
Aberdeen Worldwide Opportunities Fund, filed via EDGAR with
Post-Effective Amendment No. 47 (File No. 033-05033) on April 30,
2004.
(10) Not Applicable.
(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, LLP, 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 Post-Effective Amendment No. 47 (File No.
033-05033) on April 30, 2004.
(f) Third Amendment to Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation effective October 29, 2001,
filed via EDGAR with Post-Effective Amendment No. 47 (File No.
033-05033) on April 30, 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.
C-6
.
(h) Fifth Amendment to Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation effective January 1, 2003,
filed via EDGAR with Post-Effective Amendment No. 47 (File No.
033-05033) on April 30, 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 on Form N-14 (Form No. 333-116760) on June 23,
2004.
(i) (2) Second Amendment to Service Agreement between Registrant,
Phoenix Life Insurance Company, PHL Variable Insurance Company
and Phoenix Life and Annuity Company dated February 27, 2004,
filed via EDGAR with Post-Effective Amendment No. 47 (File No.
033-05033) on April 30, 2004.
(j) Code of Ethics.
1. Amended and Restated Code of Ethics for Phoenix Funds, Phoenix
Institutional Mutual Funds, Phoenix-Engemann Funds,
Phoenix-Partners Funds, and The Phoenix Edge Series Fund,
filed via EDGAR on Form N-14 (Form No. 333-116760) on June 23,
2004.
2. Code of Ethics for Aberdeen Fund Managers, Inc., filed via
EDGAR on Form N-14 (File No. 333-116760) on June 23, 2004.
3. 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.
(14) Consent of PricewaterhouseCoopers LLP, filed herewith.
(15) Not Applicable.
(16) Power of Attorney, filed via EDGAR on Form N-14 (File No. 333-116760) on
June 23, 2004.
(17) (a) Form of Voting Instructions Card and Proxy Card for Phoenix-Sanford
Bernstein Global Value Series, filed via EDGAR on Form N-14 (File
No. 333-116760) on June 23, 2004.
(b) Prospectus of The Phoenix Edge Series Fund, as filed via Edgar on
Form N-1A on April 30, 2004 with Post-Effective Amendment No. 47
(File No. 33-05033) and supplement to Prospectus dated July 6, 2004
as filed via EDGAR on Form 497 (File No. 33-05033) on July 7, 2004,
and incorporated by reference.
- ------------------
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.
C-7
(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.
C-8
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 6th day of August, 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
6th day of August, 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
- --------------------------------------
Philip K. Polkinghorn* Trustee and Executive Vice President
- --------------------------------------
Eunice S. Groark* Trustee
- --------------------------------------
Frank E. Grzelecki* Trustee
- --------------------------------------
John R. Mallin* Trustee
S-1
/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 on Form N-14 (File No.
333-116760) on June 23, 2004.
S-2
INDEX TO EXHIBITS
-----------------
(11) Opinion and Consent
(14) Consent of PricewaterhouseCoopers LLP