PHOENIX ABERDEEN SERIES FUND, 485APOS, 1999-09-27

PHOENIX ABERDEEN SERIES FUND
485APOS, 1999-09-27

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER __, 1999

REGISTRATION NOS. 333-5039
811-7643
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933 |X|
PRE-EFFECTIVE AMENDMENT NO.

POST-EFFECTIVE AMENDMENT NO. 4 |X|

AND/OR
REGISTRATION STATEMENT
UNDER THE

INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 6 |X|

(CHECK APPROPRIATE BOX OR BOXES)
------------------
PHOENIX-ABERDEEN SERIES FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
------------------
101 MUNSON STREET, GREENFIELD, MASSACHUSETTS 01301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

C/O PHOENIX EQUITY PLANNING--SHAREHOLDER SERVICES
(800) 243-1574
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------
PAMELA S. SINOFSKY
ASSISTANT VICE PRESIDENT
AND ASSISTANT COUNSEL
PHOENIX INVESTMENT PARTNERS, LTD.
56 PROSPECT STREET
HARTFORD, CONNECTICUT 06115-0479
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on _______________ pursuant to paragraph (b)
|X| 60 days after filing pursuant to paragraph (a)(i)
[ ] on pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)

[ ] on pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
================================================================================

<PAGE>

<TABLE>
<CAPTION>
PHOENIX-ABERDEEN SERIES FUND

CROSS REFERENCE SHEET PURSUANT TO RULE 495(A)
UNDER THE SECURITIES ACT OF 1993
PART A
INFORMATION REQUIRED IN PROSPECTUS

ITEM NUMBER FORM N-1A, PART A PROSPECTUS CAPTION
- ----------------------------- ------------------
<S> <C> <C>
1. Front and Back Cover Pages................................ Cover Page, Back Cover Page
2. Risk/Return Summary: Investments, Risks, Performance...... Investment Risk and Return Summary
3. Risk/Return Summary: Fee Table............................ Fund Expenses
4. Investment Objectives, Principal Investment Strategies,
and Related Risks....................................... Investment Risk and Return Summary; Investment
Strategies; Risks Related to Investment Strategies
5. Management's Discussion of Fund Performance............... Performance Tables
6. Management, Organization, and Capital Structure........... Management of the Fund
7. Shareholder Information................................... Pricing of Fund Shares; Sales Charges; Your
Account; How to Buy Shares; How to Sell Shares;
Things to Know When Selling Shares; Account
Policies; Investor Services; Tax Status of Distributions
8. Distribution Arrangements................................. Sales Charges
9. Financial Highlights Information.......................... Financial Highlights
</TABLE>

<TABLE>
<CAPTION>
PART B
INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION

ITEM NUMBER FORM N-1A, PART B STATEMENT OF ADDITIONAL INFORMATION CAPTION
- ----------------------------- -------------------------------------------
<S> <C> <C>
10. Cover Page and Table of Contents......................... Cover Page, Table of Contents
11. Fund History............................................. The Fund
12. Description of the Fund and Its Investment Risks......... Investment Objectives and Policies; Investment
Restrictions
13. Management of the Fund................................... Management of the Fund
14. Control Persons and Principal Holders of Securities...... Management of the Fund
15. Investment Advisory and Other Services................... Services of the Adviser; The Distributor;
Distribution Plans; Other Information
16. Brokerage Allocation and Other Practices................. Portfolio Transactions and Brokerage
17. Capital Stock and Other Securities...................... Other Information
18. Purchase, Redemption, and Pricing of Shares.............. Net Asset Value; How to Buy Shares; Investor
Account Services; Redemption of Shares; Tax
Sheltered Retirement Plans
19. Taxation of the Fund..................................... Dividends, Distributions and Taxes
20. Underwriters............................................. The Distributor
21. Calculation of Performance Data.......................... Performance Information
22. Financial Statements..................................... Financial Statements
</TABLE>

PART C
INFORMATION REQUIRED TO BE INCLUDED IN PART C IS SET FORTH
UNDER THE APPROPRIATE ITEM,
SO NUMBERED, IN PART C OF THIS REGISTRATION STATEMENT.

<PAGE>

TABLE OF CONTENTS
- ------------------------------------------------------------------------------
Phoenix-Aberdeen Global Small Cap Fund
Investment Risk and Return Summary............................. 1
Fund Expenses.................................................. 5
Management of the Fund......................................... 6
Phoenix-Aberdeen New Asia Fund
Investment Risk and Return Summary............................. 8
Fund Expenses.................................................. 11
Management of the Fund......................................... 12
Additional Investment Techniques.................................. 14
Pricing of Fund Shares............................................ 16
Sales Charges..................................................... 17
Your Account...................................................... 19
How to Buy Shares................................................. 20
How to Sell Shares................................................ 20
Things You Should Know When Selling Shares........................ 21
Account Policies.................................................. 22
Investor Services................................................. 23
Tax Status of Distributions....................................... 24
Financial Highlights.............................................. 25
Additional Information............................................ 28

[diamond] Phoenix-
Aberdeen
Series
Fund

<PAGE>

PHOENIX-ABERDEEN SMALL CAP FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The Phoenix-Aberdeen Global Small Cap Fund has an investment objective of
long-term capital appreciation. There is no guarantee that the fund will meet
its objective.

PRINCIPAL INVESTMENT STRATEGIES

[arrow] Under normal circumstances, the fund intends to invest at least 65% of
its total assets in U.S. and foreign (non-U.S.) equity securities,
primarily common stocks, of small and medium size companies.

[arrow] Under normal circumstance, at least 65% of the fund's net assets will
be invested in three different countries at any one time.

[arrow] The adviser's process begins by selecting the amount of assets to
allocate to countries and geographic regions for investment based on
the following factors:

[bullet] prospects for relative economic growth among U.S. and foreign
countries;

[bullet] expected levels of inflation;

[bullet] governmental policies influencing business decisions;

[bullet] relative price levels of the various capital markets;

[bullet] the outlook for currency relationships; and

[bullet] the range of individual investment opportunities available.

[arrow] Within the designated country allocations, the adviser will use
primary research to select individual securities based upon factors
such as: industry growth, management strength and treatment of
minority shareholders, financial soundness, market share, company
valuation and earnings strength. The small and mid-cap companies
selected will generally have capitalizations of $750 million at the
time of acquisition.

Temporary Investment Strategy: During adverse economic or market conditions, any
part of the fund's assets may be held in cash or money market instruments,
including but not limited to, U.S. government obligations maturing within one
year from the date of purchase. When this happens, the fund may not achieve its
investment objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques of the fund.

Phoenix-Aberdeen Global Small Cap Fund 1

<PAGE>

PRINCIPAL RISKS

If you invest in this fund, you risk that you may lose your investment.

GENERAL

The value of the fund's investments that support your share value can decrease
as well as increase. If between the time that you purchase shares and the time
you sell shares the value of the fund's investments decreases, you will lose
money. Investment values can decrease for a number of reasons including changes
in the overall economy and changes in specific countries or companies in which
the fund invests. As a result, the value of your shares may decrease as well.

FOREIGN INVESTING

Investing in securities of non-U.S. companies involves special risks and
considerations not typically associated with investing in U.S. companies such
as:

[bullet] less publicly available information about foreign countries;

[bullet] political and economic instability within countries;

[bullet] differences in financial reporting standards and transaction
settlement systems;

[bullet] the possibility of expropriation or confiscatory taxation;
and

[bullet] changes in investment or exchange regulations.

Some investments may be made in currencies other than U.S. dollars that will
fluctuate in value as a result of changes in the currency exchange rates.
Exchange rate fluctuations can cause the value of your shares to decrease or
increase. Generally, when the value of the U.S. dollar increases against the
foreign currency in which an investment is denominated, the security tends to
decrease in value which, in turn, may cause the value of your shares to
decrease.

SMALL AND MEDIUM CAPITALIZATIONS

Given the limited operating history and rapidly changing fundamental prospects,
investment returns from smaller capitalization companies can be highly volatile.
Small capitalization companies may be affected to a greater extent to changes in
economic conditions and conditions in particular industries, are subject to
varying patterns of trading volume and may, at times, be more difficult to sell.
Focusing fund investments in small and medium companies may also subject the
fund to greater risks then a fund that invests in a broad range of securities
that do not have the potential to appreciate and companies with small and medium
capitalizations may find it more difficult to raise capital.

2 Phoenix-Aberdeen Global Small Cap Fund

<PAGE>

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

The Year 2000 issue is the result of computer programs being written using two
rather than four digits to define the applicable year. There is the possibility
that some or all of an entity's computer programs that have date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. If an entity whose securities are held by the fund does not "fix" its Year
2000 issue it is possible that its operations and financial results would be
hurt. Also the cost of modifying computer programs to become Year 2000 compliant
may hurt the financial performance and market price of companies whose
securities are held by the fund.

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Aberdeen Global Small Cap Fund. The bar chart shows changes in
the fund's Class A Shares performance from year to year.(1) The table below
shows how the fund's average annual returns for one year and for the life of the
fund compare to those of a broad-based securities market index. The fund's past
performance is not necessarily an indication of how the fund will perform in the
future.

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1997 -2.65
1998 1.38

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the period shown in the chart
above, the highest return for a quarter was 15.44% (quarter ending December 31,
1998) and the lowest return for a quarter was (21.78)% (quarter ending September
30, 1998). Year-to-date performance (through June 30, 1999) is 12.92%.

Phoenix-Aberdeen Global Small Cap Fund 3

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98)(1) One Year Life of the Fund(2)
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares -3.43% -0.36%
- ------------------------------------------------------------------------------------------
Class B Shares -2.97% -0.08%
- ------------------------------------------------------------------------------------------
Morgan Stanley Capital International All
Country Asia Pacific (except Japan) Index(3) ___% ___%
- ------------------------------------------------------------------------------------------
</TABLE>

(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B Shares.

(2) Since September 4, 1996.

(3) Morgan Stanley Capital International All Country Asia Pacific (except Japan)
Index is an unmanaged, commonly used measure of stock performance in Asia and
the Pacific Basin. Performance is calculated on a total return basis, as
reported by Frank Russell Company.

4 Phoenix-Aberdeen Global Small Cap Fund

<PAGE>

<TABLE>
<CAPTION>
FUND EXPENSES
- --------------------------------------------------------------------------------

This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.

CLASS A CLASS B
SHARES SHARES
------ ------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5% (b)
Maximum Sales Charge (load) Imposed on Reinvested None
Dividends None
Redemption Fee None None
Exchange Fee None None
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------

CLASS A CLASS B
SHARES SHARES
------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
<S> <C> <C>
Management Fees 0.85% 0.85%
Distribution and Service (12b-1) Fees (c) 0.25% 1.00%
Other Expenses 1.26% 1.26%
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES (a) 2.36% 3.11%
==== ====
</TABLE>
- ----------------

(a) The Fund's investment adviser has agreed to reimburse through December 31,
1999, other operating expenses to the extent that such expenses exceed 1.00% for
each Class of Shares. Actual Total Annual Operating Expenses for the Fund, after
expenses reimbursed, are 2.10% for Class A Shares and 2.85% for Class B. Shares.

(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 2% during the
fourth and fifth years and to 0% after the fifth year.

(c) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after eight years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:

Phoenix-Aberdeen Global Small Cap Fund 5
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $703 $1,176 $1,676 $3,043
- -----------------------------------------------------------------------------------------------------------------
Class B $714 $1,160 $1,630 $3,247
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
Class B $314 $ 960 $1,630 $3,247
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

Note: Your actual expenses would be lower than those shown in the tables above
since the expense levels used to calculate the figures shown do not include the
reimbursement of expenses over certain levels by the fund's investment adviser.
Refer to the section "Management of the Fund" for information about expense
reimbursement.

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
THE ADVISERS

Phoenix-Aberdeen Investment Advisors, LLC, (the "PAIA") is the investment
adviser to the fund and is located at One American Row, Hartford, Connecticut.
PAIA is jointly owned and managed by PM Holdings, Inc., a direct subsidiary of
Phoenix Home Life Mutual Insurance Company and Aberdeen Fund Managers, Inc., a
wholly-owned subsidiary of Aberdeen Asset Management PLC. As of December 31,
1998, PAIA has assets under management of $__ million.

Phoenix Investment Counsel, Inc. ("Phoenix"), the domestic subadviser to the
fund, is located at 56 Prospect Street, Hartford, Connecticut and has acted as
an investment adviser for over sixty years. Phoenix acts as the investment
adviser for 15 mutual funds, as subadviser to three mutual funds and as adviser
to institutional clients. As of December 31, 1998, PIC had $23.9 billion in
assets under management.

Aberdeen Fund Managers, Inc. ("AFM"), the foreign subadviser to the fund, is
located at One Financial Plaza, Suite 2210, 100 S.E. Third Avenue, Fort
Lauderdale, FL 33394. AFM is a wholly-owned subsidiary of Aberdeen Asset
Management PLC (previously known as Aberdeen Trust plc). As of December 31,
1998, AFM had $__ billion in assets under management.

Subject to the direction of the fund's Board of Trustees, the adviser is
responsible for managing the fund's investment program and the general
operations of the funds. As

6 Phoenix-Aberdeen Global Small Cap Fund
<PAGE>

compensation for its services to each fund, the adviser is entitled to a fee,
payable monthly, at an annual rate of 0.85% of the average daily net assets of
each fund. The adviser delegates certain investment decisions and functions to
the subadviser.

For providing cash management and other services to each fund as needed, the
adviser pays a monthly fee to Phoenix equivalent to 0.15% of the average
aggregate daily net asset value of each fund. For providing advisory services
with respect to the funds assets allocated from time to time by the adviser, the
adviser pays a fee to Phoenix equivalent to 0.40% of the average daily net asset
value of the assets of each fund so allocated.

For implementing certain portfolio transactions and providing research and other
services to each fund, the adviser also pays a monthly subadvisory fee to AFM
equivalent to 0.40% of the average aggregate daily net asset value of the New
Asia fund and 0.40% of the average daily net asset value of such assets of the
Global fund allocated to it by the adviser for management.

During the fund's last fiscal year, the fund paid total management fees of
$202,386.

PORTFOLIO MANAGEMENT

The Global Fund is managed by an investment committee which is primarily
responsible for the day-to-day management of the portfolio.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

The Trustees have directed management to ensure that the systems used by service
providers (Phoenix and its affiliates) in support of the funds' operations be
assessed and brought into Year 2000 compliance. Based upon its assessments,
Phoenix determined that it would be required to modify or replace portions of
its software so that its computer systems would properly utilize dates beyond
December 31, 1999. Phoenix management believes that the majority of these
systems are already Year 2000 compliant. Phoenix believes that with
modifications to existing software and conversions to new software, the Year
2000 issue will be mitigated. However, if the problem is not fully addressed,
the fund may be negatively impacted.

Phoenix is utilizing both internal and external resources to reprogram, or
replace, and test the software for Year 2000 modifications. As of June 30, 1999,
Phoenix mission-critical systems have been upgraded and tested for Year 2000
compliance. The total cost to become Year 2000 compliant is not an expense of
the fund and is not expected to have a material impact on the operating results
of Phoenix.

Phoenix-Aberdeen Global Small Cap Fund 7
<PAGE>

PHOENIX-ABERDEEN NEW ASIA FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The Phoenix-Aberdeen New Asia Fund has an investment objective of capital
appreciation. There is no guarantee that the fund will meet its objective.

PRINCIPAL INVESTMENT STRATEGIES

[arrow] Under normal circumstances, the fund intends to invest at least 65% of
its total assets in equity securities, primarily common stocks, of
issuers located in at least three different countries throughout Asia,
other than Japan.

[arrow] Primarily, investments will be in countries that have more established
markets in regions of Asian countries. The adviser's process begins by
selecting the amount of assets to allocate to countries and geographic
regions for investment based on the following factors:

[bullet] prospects for relative economic growth among Asian countries;

[bullet] expected levels of inflation;

[bullet] governmental policies influencing business decisions;

[bullet] relative price levels of the various capital markets;

[bullet] the outlook for currency relationships; and

[bullet] the range of individual investment opportunities available.

Temporary Investment Strategy: Under abnormal market or economic conditions,
the fund may invest up to 100% of its assets in domestic (U.S.) and foreign
(non U.S.) short-term money market instruments, including but not limited to,
government obligations, certificates of deposit, commercial paper, short-term
corporate debt securities and repurchase agreements. When this happens, the
fund may not achieve its investment objective

PRINCIPAL RISKS

If you invest in this fund, you risk that you may lose your investment.

8 Phoenix-Aberdeen New Asia Fund
<PAGE>

GENERAL

FOREIGN INVESTING

Investing in securities of non-U.S. companies involves special risks and
considerations not typically associated with investing in U.S. companies such
as:

[bullet] less publicly available information about foreign countries;

[bullet] political and economic instability within countries;

[bullet] differences in financial reporting standards and transaction
settlement systems;

[bullet] the possibility of expropriation or confiscatory taxation; and

[bullet] changes in investment or exchange regulations.

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

Phoenix-Aberdeen New Asia Fund 9
<PAGE>

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Aberdeen New Asia Fund. The bar chart shows changes in the fund's
Class A Shares performance from year to year.(1) The table below shows how the
fund's average annual returns for one year and for the life of the fund compare
to those of a broad-based securities market index. The fund's past performance
is not necessarily an indication of how the fund will perform in the future.

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1997 -32.91
1998 -2.05

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the period shown in the chart
above, the highest return for a quarter was 28.64% (quarter ending June 30,
1999) and the lowest return for a quarter was (25.07)% (quarter ending December
31, 1997). Year-to-date performance (through June 30, 1999) is 33.60%.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98)(1) One Year Life of the Fund(2)
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares -6.7% -17.98%
- ------------------------------------------------------------------------------------------
Class B Shares -6.32% -17.84%
- ------------------------------------------------------------------------------------------
Morgan Stanley Capital International All
Country Asia Pacific (except Japan) Index(3) ___% ___%
- ------------------------------------------------------------------------------------------
</TABLE>

(2) Since September 4, 1996.

10 Phoenix-Aberdeen New Asia Fund
<PAGE>

FUND EXPENSES
- --------------------------------------------------------------------------------

This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.

<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------ ------

<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5% (b)
Maximum Sales Charge (load) Imposed on Reinvested None
Dividends None
Redemption Fee None None
Exchange Fee None None
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------

CLASS A CLASS B
SHARES SHARES
------ ------
<S> <C> <C>
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.85% 0.85%
Distribution and Service (12b-1) Fees (c) 0.25% 1.00%
Other Expenses 2.10% 2.10%
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES (a) 3.20% 3.95%
==== ====
</TABLE>
- ----------

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

Phoenix-Aberdeen New Asia Fund 11
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $783 $1,414 $2,069 $3,812
- -----------------------------------------------------------------------------------------------------------------
Class B $797 $1,404 $2,028 $4,004
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
Class B $397 $1,204 $2,028 $4,004
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

THE ADVISERS

Subject to the direction of the fund's Board of Trustees, the adviser is
responsible for managing the fund's investment program and the general
operations of the funds. As

12 Phoenix-Aberdeen New Asia Fund
<PAGE>

During the fund's last fiscal year, the fund paid total management fees of
$84,293.

PORTFOLIO MANAGEMENT

Hugh Young is the portfolio manager of the New Asia Fund and as such is
primarily responsible for the day-to-day management of the portfolio. Mr. Young
has been employed as an investment director for Aberdeen Asset Management Asia
Ltd. since 1988. He is also Senior Vice President and Portfolio Manager for the
Aberdeen New Asia Series of the Phoenix Edge Series Fund.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

Phoenix-Aberdeen New Asia Fund 13
<PAGE>

ADDITIONAL INVESTMENT TECHNIQUES
- --------------------------------------------------------------------------------

In addition to the Principal Investment Strategies and Risks, Phoenix-Aberdeen
New Asia Fund and Phoenix-Aberdeen Global Small Cap Fund each may engage in the
following investment techniques:

OTHER EQUITY SECURITIES

The funds may invest in preferred stocks, warrants and securities convertible
into common stocks. Preferred stocks may not fully participate in dividends and
convertible securities may have higher yields than common stocks but lower
yields than comparable non-convertible securities.

EMERGING MARKET INVESTING

The funds may invest in countries with markets that are not fully developed, so
called "emerging market countries". Risks associated with foreign investments
may be intensified in emerging market countries and, such countries and
companies doing business in such countries, may not have the same range of
opportunities and have more obstacles to financial success than their
counterparts in developed nations.

MUTUAL FUND INVESTING

The funds may invest in other mutual funds in order to take advantage of
investment opportunities in certain countries where the funds otherwise would
not have been able to invest. The assets invested in other mutual funds incur a
layering of expenses including operating costs, advisory fees and administrative
fees that you, as a shareholder in the funds, indirectly bears.

DEPOSITORY RECEIPTS

The funds may invest in American Depository Receipts (ADRs) and European
Depository Receipts (EDRs). While investment in ADRs may eliminate some of the
risk associated with foreign investments, it does not eliminate all the risks
inherent in investing in securities of foreign issuers. ADRs which are not
sponsored by U.S. Banks and EDRs are subject to the same investment risks as
foreign securities.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The funds may invest up to 15% of its total assets in forward foreign currency
exchange contracts. Such contracts may limit potential exchange rate gains, may
incur higher transaction costs and may not protect the fund against future
currency exchange fluctuations as anticipated by the investment adviser.

14 Phoenix-Aberdeen Series Fund
<PAGE>

REPURCHASE AGREEMENTS

The funds may invest in repurchase agreements with commercial banks, brokers and
dealers considered by the adviser to be creditworthy. Default or insolvency of
the other party presents a risk to the fund.

SECURITIES LENDING

The funds may lend up to 25% of its total assets at market value to increase its
investment returns. If the borrower is unwilling or unable to return the
borrowed securities when due, the fund can suffer losses.

FINANCIAL FUTURES AND RELATED OPTIONS

The funds may use financial futures contracts and related options for hedging
purposes. Futures and options involve market risk in excess of their value and
may not be as liquid as other securities.

ILLIQUID SECURITIES

The funds may invest up to 15% of its net assets in illiquid securities. The
inability of the funds to dispose of such securities in a timely manner and at a
fair price at a time when it might be necessary or advantageous to do so may
harm the funds.

CONVERTIBLE SECURITIES

Each of the funds may invest in convertible securities. Convertible securities
have several unique investment characteristics, such as:

[bullet] higher yields than common stocks but lower yields than
comparable nonconvertible securities;

[bullet] typically less fluctuation in value than the "underlying"
common stock, that is, the common stock that the investor
receives if he converts; and

[bullet] the potential for capital appreciation if the market price of
the underlying common stock increases.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques of the fund.

Phoenix-Aberdeen Series Fund 15
<PAGE>

PRICING OF FUND SHARES
- --------------------------------------------------------------------------------

HOW IS THE SHARE PRICE DETERMINED?

The fund calculates a share price for each class of its shares. The share price
is based on the net assets of the fund and the number of outstanding shares. In
general, the fund calculates net asset value by:

[bullet] adding the values of all securities and other assets of the
fund,

[bullet] subtracting liabilities, and

[bullet] dividing by the total number of outstanding shares of the
fund.

Asset Value: The fund's investments are valued at market value. If market
quotations are not available, the fund determines a "fair value" for an
investment according to rules and procedures approved by the Trustees. Foreign
and domestic debt securities (other than short-term investments) are valued on
the basis of broker quotations or valuations provided by a pricing service
approved by the Trustees when such prices are believed to reflect the fair value
of such securities. Foreign and domestic equity securities are valued at the
last sale price or, if there has been no sale that day, at the last bid price,
generally. Short-term investments having a remaining maturity of sixty days or
less are valued at amortized cost, which the Trustees have determined
approximates market value.

Liabilities: Class specific expenses, distribution fees, service fees and other
liabilities are deducted from the assets of each class. Expenses and
liabilities that are not class specific (such as management fees) are allocated
to each class in proportion to each class's net assets, except where an
alternative allocation can be more fairly made.

Net Asset Value: The liability allocated to a class plus any other expenses are
deducted from the proportionate interest of such class in the assets of the
fund. The resulting amount for each class is then divided by the number of
shares outstanding of that class to produce each class's net asset value per
share.

The net asset value per share of each class of the fund is determined on days
when the New York Stock Exchange (the "NYSE") is open for trading as of the
close of trading (normally 4:00 PM eastern time). The fund will not calculate
its net asset values per share on days when the NYSE is closed for trading.
Trading of securities held by the fund in foreign markets may negatively or
positively impact the value of such securities on days when the fund neither
trades securities nor calculates its net asset values (i.e., weekends and
certain holidays).

AT WHAT PRICE ARE SHARES PURCHASED?

All investments received by the fund's authorized agents prior to the close of
regular trading on the NYSE (normally 4:00 PM eastern time) will be executed
based on that day's net asset value. Shares credited to your account from the
reinvestment of fund distributions will be in

16 Phoenix-Aberdeen Series Fund
<PAGE>

full and fractional shares that are purchased at the closing net asset value on
the next business day on which the fund's net asset value is calculated
following the dividend record date.

SALES CHARGES
- --------------------------------------------------------------------------------

WHAT ARE THE CLASSES AND HOW DO THEY DIFFER?

The fund presently offers two classes of shares of each fund. Each class of
shares has different sales and distribution charges (see "Fund Expenses"
previously in this prospectus). The fund has adopted distribution and service
plans allowed under Rule 12b-1 of the Investment Company Act of 1940 that
authorize the fund to pay distribution and service fees for the sale of its
shares and for services provided to shareholders.

WHAT ARRANGEMENT IS BEST FOR YOU?

The different classes permit you to choose the method of purchasing shares that
is most beneficial to you. In choosing a class, consider the amount of your
investment, the length of time you expect to hold the shares, whether you decide
to receive distributions in cash or to reinvest them in additional shares, and
any other personal circumstances. Depending upon these considerations, the
accumulated distribution and service fees and contingent deferred sales charges
of one class may be more or less than the initial sales charge and accumulated
distribution and service fees of another class of shares bought at the same
time. Because distribution and service fees are paid out of the fund's assets on
an ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.

CLASS A SHARES. If you purchase Class A Shares, you will pay a sales charge at
the time of purchase equal to 4.75% of the offering price (4.99% of the amount
invested). The sales charge may be reduced or waived under certain conditions.
Class A Shares are not subject to any charges by the fund when redeemed. Class A
Shares have lower distribution and service fees (0.25%) and pay higher dividends
than any other class.

CLASS B SHARES. If you purchase Class B Shares, you will not pay a sales charge
at the time of purchase. If you sell your Class B Shares within the first 5
years after they are purchased, you will pay a sales charge of up to 5% of your
shares' value. See "Deferred Sales Charge Alternative--Class B and Class C
Shares" below. This charge declines to 0% over a period of 5 years and may be
waived under certain conditions. Class B shares have higher distribution and
service fees (1.00%) and pay lower dividends than Class A Shares. Class B Shares
automatically convert to Class A Shares eight years after purchase. Purchase of
Class B Shares may be inappropriate for any investor who may qualify for reduced
sales charges of Class A Shares and anyone who is over 85 years of age. The
underwriter may decline purchases in such situations.

Phoenix-Aberdeen Series Fund 17
<PAGE>

INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES

The public offering price of Class A Shares is the net asset value plus a sales
charge that varies depending on the size of your purchase (see "Class A
Shares--Reduced Sales Charges: Combination Purchase Privilege" in the Statement
of Additional Information). Shares purchased based on the automatic reinvestment
of income dividends or capital gains distributions are not subject to any sales
charges. The sales charge is divided between your investment dealer and the
fund's underwriter (Phoenix Equity Planning Corporation or "PEPCO").

SALES CHARGE YOU MAY PAY TO PURCHASE CLASS A SHARES

SALES CHARGE AS
A PERCENTAGE OF
----------------------------------------
AMOUNT OF NET
TRANSACTION OFFERING AMOUNT
AT OFFERING PRICE PRICE INVESTED
- --------------------------------------------------------------------------------
Under $50,000 4.75% 4.99%
$50,000 but under $100,000 4.50 4.71
$100,000 but under $250,000 3.50 3.63
$250,000 but under $500,000 3.00 3.09
$500,000 but under $1,000,000 2.00 2.04
$1,000,000 or more None None

DEFERRED SALES CHARGE ALTERNATIVE--CLASS B

Class B Shares are purchased without an initial sales charge; however, shares
sold within a specified time period are subject to a declining contingent
deferred sales charge ("CDSC") at the rates listed below. The sales charge will
be multiplied by the then current market value or the initial cost of the shares
being redeemed, whichever is less. No sales charge will be imposed on increases
in net asset value or on shares purchased through the reinvestment of income
dividends or capital gains distributions. To minimize the sales charge, shares
not subject to any charge will be redeemed first, followed by shares held the
longest time. To calculate the amount of shares owned and time period held, all
Class B Shares purchased in any month are considered purchased on the last day
of the preceding month.

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS B SHARES

YEAR 1 2 3 4 5 6+
- --------------------------------------------------------------------------------
CDSC 5% 4% 3% 2% 2% 0%

18 Phoenix-Aberdeen Series Fund
<PAGE>

YOUR ACCOUNT
- --------------------------------------------------------------------------------
OPENING AN ACCOUNT

Your financial advisor can assist you with your initial purchase as well as all
phases of your investment program. If you are opening an account by yourself,
please follow the instructions outlined below.

STEP 1.

Your first choice will be the initial amount you intend to invest.

Minimum INITIAL investments:

[bullet] $25 for individual retirement accounts, or accounts that use
the systematic exchange privilege, or accounts that use the
Investo-Matic program (see below for more information on the
Investo-Matic program).

[bullet] There is no initial dollar requirement for defined
contribution plans, profit-sharing plans, or employee benefit
plans. There is also no minimum for reinvesting dividends and
capital gains into another account.

[bullet] $500 for all other accounts.

Minimum ADDITIONAL investments:

[bullet] $25 for any account.

[bullet] There is no minimum for defined contribution plans,
profit-sharing plans, or employee benefit plans. There is
also no minimum for reinvesting dividends and capital gains
into an existing account.

STEP 2.

Your second choice will be what class of shares to buy. The fund offers two
classes of shares for individual investors. Each has different sales and
distribution charges. Because all future investments in your account will be
made in the share class you choose when you open your account, you should make
your decision carefully. Your financial advisor can help you pick the share
class that makes the most sense for your situation.

STEP 3.

Your next choice will be how you want to receive any dividends and capital gain
distributions. Your options are:

[bullet] Receive both dividends and capital gain distributions in
additional shares;

[bullet] Receive dividends in additional shares and capital gain
distributions in cash;

Phoenix-Aberdeen Series Fund 19
<PAGE>

[bullet] Receive dividends in cash and capital gain distributions in
additional shares; or

[bullet] Receive both dividends and capital gain distributions in
cash.

No interest will be paid on uncashed distribution checks.

HOW TO BUY SHARES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TO OPEN AN ACCOUNT
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.
- -----------------------------------------------------------------------------------------------------------------
Through the mail Complete a New Account Application and send it with a check payable to the
fund. Mail them to: State Street Bank, P.O. Box 8301, Boston, MA
02266-8301.
- -----------------------------------------------------------------------------------------------------------------
By Federal Funds wire Call us at (800)243-1574 (press 1, then 0).
- -----------------------------------------------------------------------------------------------------------------
Through express delivery Complete a New Account Application and send it with a check payable to the
fund. Send them to: Boston Financial Data Services, Attn: Phoenix Funds,
66 Brooks Drive, Braintree, MA 02184.
- -----------------------------------------------------------------------------------------------------------------
By Investo-Matic Complete the appropriate section on the application and send it with your
initial investment payable to the fund. Mail them to: State Street Bank,
P.O. Box 8301, Boston, MA 02266-8301.
- -----------------------------------------------------------------------------------------------------------------
By telephone exchange Call us at (800)243-1574 (press 1, then 0).
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO SELL SHARES
- --------------------------------------------------------------------------------

You have the right to have the fund buy back shares at the net asset value next
determined after receipt of a redemption order by the fund's Transfer Agent or
an authorized agent. In the case of a Class B Share redemption, you will be
subject to the applicable deferred sales charge, if any, for such shares.
Subject to certain restrictions, shares may be redeemed by telephone or in
writing. In addition, shares may be sold through securities dealers, brokers or
agents who may charge customary commissions or fees for their services. The fund
does not charge any redemption fees. Payment for shares redeemed is made within
seven days; however, redemption proceeds will not be disbursed until each check
used for purchases of shares has been cleared for payment by your bank, which
may take up to 15 days after receipt of the check.

20 Phoenix-Aberdeen Series Fund
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TO SELL SHARES
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.
- -----------------------------------------------------------------------------------------------------------------
Through the mail Send a letter of instruction and any share certificates (if you
hold certificate shares) to: State Street Bank, P.O. Box 8301, Boston, MA
02266-8301. Be sure to include the registered owner's name, fund and account
number, number of shares or dollar value you wish to sell.
- -----------------------------------------------------------------------------------------------------------------
Through express delivery Send a letter of instruction and any share certificates (if you hold
certificate shares) to: Boston Financial Data Services, Attn: Phoenix
Funds, 66 Brooks Drive, Braintree, MA 02184. Be sure to include the
registered owner's name, fund and account number.
- -----------------------------------------------------------------------------------------------------------------
By telephone For sales up to $50,000 requests can be made by calling (800)243-1574.
- -----------------------------------------------------------------------------------------------------------------
By telephone exchange Call us at (800)243-1574 (press 1, then 0).
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

THINGS YOU SHOULD KNOW WHEN SELLING SHARES
- --------------------------------------------------------------------------------

You may realize a taxable gain or loss (for federal income tax purposes) if you
redeem shares of the fund. The fund reserves the right to pay large redemptions
"in-kind" (in securities owned by the fund rather than in cash). Large
redemptions are those over $250,000 or 1% of the fund's net assets. Additional
documentation will be required for redemptions by organizations, fiduciaries, or
retirement plans, or if redemption is requested by anyone but the shareholder(s)
of record. Transfers between broker-dealer "street" accounts are governed by the
accepting broker-dealer. Questions regarding this type of transfer should be
directed to your financial advisor. Redemption requests will not be honored
until all required documents in proper form have been received. To avoid delay
in redemption or transfer, shareholders having questions about specific
requirements should contact the fund's Transfer Agent at (800) 243-1574.

REDEMPTIONS BY MAIL

[arrow] If you are selling shares held individually, jointly, or as custodian
under the Uniform Gifts to Minors Act or Uniform Transfers to Minors
Act.

Send a clear letter of instructions if all of these apply:

[bullet] The proceeds do not exceed $50,000.

[bullet] The proceeds are payable to the registered owner at the
address on record.

Phoenix-Aberdeen Series Fund 21
<PAGE>

Send a clear letter of instructions with a signature guarantee when
any of these apply:

[bullet] You are selling more than $50,000 worth of shares.

[bullet] The name or address on the account has changed within the
last 60 days.

[bullet] You want the proceeds to go to a different name or address
than on the account.

[arrow] If you are selling shares held in a corporate or fiduciary account,
please contact the fund's Transfer Agent at (800) 243-1574.

If required, the signature guarantee on your request must be by an eligible
guarantor institution as defined by the fund's Transfer Agent in accordance with
its signature guarantee procedures. Currently, such procedures generally permit
guarantees by banks, broker dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies and savings
associations.

SELLING SHARES BY TELEPHONE

The Transfer Agent will use reasonable procedures to confirm that telephone
instructions are genuine. Address and bank account information are verified,
redemption instructions are taped, and all redemptions are confirmed in writing.

The individual investor bears the risk from instructions given by an
unauthorized third-party that the Transfer Agent reasonably believed to be
genuine.

The Transfer Agent may modify or terminate the telephone redemption privilege at
any time with 60 days notice to shareholders.

During times of drastic economic or market changes, telephone redemptions may be
difficult to make or temporarily suspended.

ACCOUNT POLICIES
- --------------------------------------------------------------------------------

ACCOUNT REINSTATEMENT PRIVILEGE

For 180 days after you sell your Class A or Class B Shares, you can purchase
Class A Shares of any fund at net asset value, with no sales charge, by
reinvesting all or part of your proceeds, but not more. Send your written
request to State Street Bank, P.O. Box 8301, Boston, MA 02266-8301. You can call
us at (800)243-1574 for more information.

Please remember, a redemption and reinvestment are considered to be a sale and
purchase for tax-reporting purposes. Class B shareholders who have had the
contingent deferred sales charge waived because they are in the Systematic
Withdrawal Program are not eligible for this reinstatement privilege.

22 Phoenix-Aberdeen Series Fund
<PAGE>

REDEMPTION OF SMALL ACCOUNTS

Due to the high cost of maintaining small accounts, if your account balance is
less than $200, you may receive a notice requesting you to bring the balance up
to $200 within 60 days. If you do not, the shares in the account will be sold at
net asset value, and a check will be mailed to the address of record.

EXCHANGE PRIVILEGES

You should read the prospectus carefully before deciding to make an exchange.
You can obtain a prospectus from your financial advisor or by calling us at
(800)243-4361 or accessing our Web site at www.phoenixinvestments.com.

[bullet] You may exchange shares for another fund in the same class of
shares; e.g., Class A for Class A.

[bullet] Exchanges may be made by phone ((800)243-1574) or by mail
(State Street Bank, P.O. Box 8301, Boston, MA 02266-8301).

[bullet] The amount of the exchange must be equal to or greater than
the minimum initial investment required.

[bullet] The exchange of shares is treated as a sale and a purchase
for federal income tax purposes.

[bullet] Because excessive trading can hurt fund performance and harm
other shareholders, the fund reserves the right to
temporarily or permanently end exchange privileges or reject
an order from anyone who appears to be attempting to time the
market, including investors who request more than one
exchange in any 30-day period. The fund's underwriter has
entered into agreements with certain timing firms permitting
them to exchange by telephone. These privileges are limited,
and the fund distributor has the right to reject or suspend
them.

RETIREMENT PLANS

Shares of the fund may be used as investments under the following qualified
prototype retirement plans: traditional IRA, rollover IRA, SIMPLE IRA, Roth IRA,
401(k) plans, profit-sharing, money purchase plans, and 403(b) plans. For more
information, call (800)243-4361.

INVESTOR SERVICES
- --------------------------------------------------------------------------------
INVESTO-MATIC is a systematic investment plan that allows you to have a
specified amount automatically deducted from your checking or savings account
and then deposited into your

Phoenix-Aberdeen Series Fund 23
<PAGE>

mutual fund account. Just complete the Investo-Matic Section on the application
and include a voided check.

SYSTEMATIC EXCHANGE allows you to automatically move money from one Phoenix Fund
to another on a monthly, quarterly, semiannual or annual basis. Shares of one
Phoenix Fund will be exchanged for shares of the same class of another fund at
the interval you select. To sign up, just complete the Systematic Exchange
Section on the application.

TELEPHONE EXCHANGE lets you exchange shares of one fund for the same class of
shares in another fund, using our customer service telephone service. See the
Telephone Exchange Section on the application.

SYSTEMATIC WITHDRAWAL PROGRAM allows you to periodically redeem a portion of
your account on a predetermined monthly, quarterly, semiannual, or annual basis.
Sufficient shares will be redeemed on the 15th of the month at the closing net
asset value so that the payment is made about the 20th of the month. The program
also provides for redemptions on or about the 10th, 15th, or 25th with proceeds
directed through Automated Clearing House (ACH) to your bank. The minimum
withdrawal is $25, and minimum account balance requirements continue.
Shareholders in the program must own fund shares worth at least $5,000.

TAX STATUS OF DISTRIBUTIONS
- --------------------------------------------------------------------------------

The fund plans to make distributions from net investment income at intervals
stated on the table below and to distribute net realized capital gains, if any,
at least annually.

- --------------------------------------------------------------------------------
FUND DIVIDEND PAID
- --------------------------------------------------------------------------------
Global Small Cap Fund Semiannually
- --------------------------------------------------------------------------------
New Asia Fund Semiannually
- --------------------------------------------------------------------------------

Distributions of short-term capital gains and net investment income are taxable
to shareholders as ordinary income. Long-term capital gains, if any, distributed
to shareholders and which are designated by the fund as capital gains
distributions, are taxable to shareholders as long-term capital gain
distributions regardless of the length of time you have owned your shares.

Unless you elect to receive distributions in cash, dividends and capital gain
distributions are paid in additional shares. All distributions, cash or
additional shares, are subject to federal income tax and may be subject to
state, local and other taxes.

24 Phoenix-Aberdeen Series Fund

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

These tables are intended to help you understand the funds' financial
performance for the life of the funds. Certain information reflects financial
results for a single fund share. The total returns in the table represent the
rate that an investor would have earned or lost on an investment in the funds
(assuming reinvestment of all dividends and distributions). This information has
been audited by PricewaterhouseCoopers LLP, independent accountants. Their
report, together with the funds' financial statements, are included in the
funds' most recent Annual Report, which is available upon request.

PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND

<TABLE>
<CAPTION>
CLASS A
-----------------------------------------
FROM INCEPTION
YEAR ENDED JULY 31, 9/4/96 TO
1999 1998 7/31/97
---- ---- -------
<S> <C> <C> <C>
Net asset value, beginning of period $10.11 $11.08 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.04)(4)(5) (0.07)(4)(5) (0.03)(4)(5)
Net realized and unrealized gain (loss) 0.52 0.14 1.11
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.48 0.07 1.08
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net realized gains (0.27) (0.89) --
In excess of net realized gains (0.36) -- --
In excess of net investment income -- (0.15) --
------ ------ ------
TOTAL DISTRIBUTIONS (0.63) (1.04) --
------ ------ ------
Change in net asset value (0.15) (0.97) 1.08
------ ------ ------
NET ASSET VALUE, END OF PERIOD $ 9.96 $10.11 $11.08
====== ====== ======
Total return(1) 5.99% 1.86% 10.80%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $14,626 $17,781 $23,874
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.10% 2.10% 2.10%(2)
Net investment income (loss) (0.50) (0.65)% (0.32)%(2)
Portfolio turnover 81% 212% 162%(3)
</TABLE>
- ----------
(1)Maximum sales charges are not reflected in the total return calculation.
(2)Annualized.
(3)Not annualized.
(4)Computed using average shares outstanding.
(5)Includes reimbursement of operating expenses by investment advisor of $0.02,
$0.03 and $0.05, respectively.
(6)Includes reimbursement of operating expenses by investment advisor of $0.02,
$0.03 and $0.05, respectively.

Phoenix-Aberdeen Series Fund 25
<PAGE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------

PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND

CLASS B
----------------------------------------------
FROM INCEPTION
YEAR ENDED JULY 31, 9/4/96 TO
1999 1998 7/31/97
---- ---- -------
<S> <C> <C> <C>
Net asset value, beginning of period $10.00 $11.00 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.11)(4)(6) (0.14)(4)(6) (0.10)(4)(6)
Net realized and unrealized gain (loss) 0.51 0.14 1.10
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.40 -- 1.00
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net realized gains (0.27) (0.89) --
In excess of net realized gains (0.36) -- --
In excess of net investment income -- (0.11) --
------ ------ ------
TOTAL DISTRIBUTIONS (0.63) (1.00) --
------ ------ ------
Change in net asset value (0.23) (1.00) 1.00
------ ------ ------
NET ASSET VALUE, END OF PERIOD $ 9.77 $10.00 $11.00
====== ====== ======
Total return(1) 5.22% 1.12% 10.00%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $8,673 $12,123 $17,658
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.85% 2.85% 2.85%(2)
Net investment income (loss) (1.26)% (1.40)% (1.07)%(2)
Portfolio turnover 81% 212% 162%(3)
</TABLE>
- ----------------
(1)Maximum sales charges are not reflected in the total return calculation.
(2)Annualized.
(3)Not annualized.
(4)Computed using average shares outstanding.
(5)Includes reimbursement of operating expenses by investment
advisor of $0.02, $0.03 and $0.05, respectively
(6)Includes reimbursement of operating expenses by investment
advisor of $0.02, $0.03 and $0.05, respectively

<TABLE>
<CAPTION>
CLASS A
----------------------------------------------
FROM INCEPTION
YEAR ENDED JULY 31, 9/4/96 TO
1999 1998 7/31/97
---- ---- -------
<S> <C> <C> <C>
Net asset value, beginning of period $ 5.45 $10.44 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.07(4)(5) (0.06)(4)(5) (0.09)(4)(5)(7)
Net realized and unrealized gain (loss) 2.78 (4.75) 0.41
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.85 (4.69) 0.50
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.01) (0.10) (0.06)
In excess of net investment income (0.06) (0.20) --
------ ------ ------
TOTAL DISTRIBUTIONS (0.07) (0.30) (0.06)
------ ------ ------
Change in net asset value 2.78 (4.99) 0.44
------ ------ ------
NET ASSET VALUE, END OF PERIOD $ 8.23 $ 5.45 $10.44
====== ====== ======
Total return(1) 52.94% (45.29)% 4.98%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $9,068 $6,352 $13,355
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.10% 2.10% 2.10%(2)
Net investment income 1.03% 0.89% 0.95%(2)
Portfolio turnover 38% 44% 9%(3)
</TABLE>
- ----------------
(1)Maximum sales charges are not reflected in the total return calculation.
(2)Annualized.
(3)Not annualized.
(4)Computed using average shares outstanding.
(5)Includes reimbursement of operating expenses by investment
advisor of $0.07, $0.10 and $0.15, respectively
(6)Includes reimbursement of operating expenses by investment
advisor of $0.07, $0.10 and $0.15, respectively
(7)1997 distributions were made in accordance with the prospectus;
however, class level per share income from investment operations may vary
from anticipated results depending on the timing of share purchases and
redemptions

26 Phoenix-Aberdeen New Asia Series
<PAGE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------

PHOENIX-ABERDEEN NEW ASIA SERIES

Total return(1) 51.68% (45.83)% 4.37%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,481 $2,756 $6,416
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.85% 2.85% 2.85%(2)
Net investment income 0.03% 0.18% 0.06%(2)
Portfolio turnover 38% 44% 9%(3)
</TABLE>
- ----------------
(1)Maximum sales charges are not reflected in the total return calculation.
(2)Annualized.
(3)Not annualized.
(4)Computed using average shares outstanding.
(5)Includes reimbursement of operating expenses by investment advisor of $0.07,
$0.10 and $0.15, respectively.
(6)Includes reimbursement of operating expenses by investment advisor
of $0.07, $0.10 and $0.15, respectively.
(7)1997 distributions were made in accordance with the prospectus; however,
class level per share income from investment operations may vary from
anticipated results depending on the timing of share purchases and
redemptions.

Phoenix-Aberdeen Series Fund 27
<PAGE>

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION

The fund has filed a Statement of Additional Information about the fund, dated
November 26, 1999, with the Securities and Exchange Commission. The Statement
contains more detailed information about the fund. It is incorporated into this
prospectus by reference and is legally part of the prospectus. You may obtain a
free copy of the Statement:

[arrow] by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200 or

[arrow] by calling (800) 243-4361.

You may also obtain information about the fund from the Securities and Exchange
Commission:

[arrow] through its internet site (http://www.sec.gov),

[arrow] by visiting its Public Reference Room in Washington, DC or

[arrow] by writing to its Public Reference Section, Washington, DC 20549-6009
(a fee may be charged).

Information about the operation of the Public Reference Room may be obtained by
calling (800) SEC-0330.

SHAREHOLDER REPORTS

The fund semiannually mails to its shareholders detailed reports containing
information about the fund's investments. The fund's Annual Report contains a
detailed discussion of the market conditions and investment strategies that
significantly affected the fund's performance from August 1 through July 31. You
may request a free copy of the fund's Annual and Semiannual Reports:

[arrow] by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200 or

[arrow] by calling (800) 243-4361.

CUSTOMER SERVICE: (800) 243-1574
MARKETING: (800) 243-4361
TELEPHONE ORDERS: (800) 367-5877
TELECOMMUNICATION DEVICE (TTY): (800) 243-1926

SEC File Nos. 333-5039 and 811-7643

28 Phoenix-Aberdeen Series Fund

<PAGE>

PHOENIX-ABERDEEN NEW ASIA FUND

PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND

101 Munson Street

Greenfield, MA 01301

Statement of Additional Information

November 26, 1999

This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current Prospectus of the
Phoenix-Aberdeen Series Fund (the "Trust"), dated November 26, 1999, and should
be read in conjunction with it. The Trust's Prospectus may be obtained by
calling Phoenix Equity Planning Corporation ("Equity Planning" or the
"Distributor") at (800) 243-4361 or by writing to Equity Planning at 100 Bright
Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200.

TABLE OF CONTENTS

PAGE

THE TRUST............................................................... 1
INVESTMENT OBJECTIVES AND POLICIES...................................... 1
INVESTMENT RESTRICTIONS................................................. 1
INVESTMENT TECHNIQUES................................................... 2
PERFORMANCE INFORMATION ................................................ 7
PORTFOLIO TRANSACTIONS AND BROKERAGE.................................... 8
SERVICES OF THE ADVISERS................................................ 9
SERVICES OF THE ADMINISTRATOR........................................... 11
NET ASSET VALUE......................................................... 11
HOW TO BUY SHARES....................................................... 11
ALTERNATIVE PURCHASE ARRANGEMENTS....................................... 12
INVESTOR ACCOUNT SERVICES............................................... 14
HOW TO REDEEM SHARES.................................................... 15
DIVIDENDS, DISTRIBUTIONS AND TAXES...................................... 16
TAX SHELTERED RETIREMENT PLANS.......................................... 18
THE DISTRIBUTOR......................................................... 18
DISTRIBUTION PLANS...................................................... 20
MANAGEMENT OF THE TRUST ................................................ 21
TRUSTEES AND OFFICERS................................................... 21
ADDITIONAL INFORMATION.................................................. 28

Numbers appearing in parentheses correspond to related disclosures in the Fund's
Prospectus.

Customer Service: (800) 243-1574
Marketing: (800) 243-4361
Telephone Orders: (800) 367-5877

Telecommunications Device (TTY): (800) 243-1926

PXP 147B (11/99)

<PAGE>

THE TRUST

Phoenix-Aberdeen Series Fund (the "Trust") is an open-end management
investment company established as a business trust under the laws of the
Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated May
31, 1996 (the "Declaration of Trust"). The Declaration of Trust authorizes the
assets and shares of the Funds to be divided into two Funds (the "Funds"). Each
Fund has a different investment objective, invests primarily in certain types of
securities, and is designed to meet different investment needs. In many
respects, each Fund operates as if it were a separate mutual fund. The Funds'
Prospectus describes the investment objectives of each Fund. The following
discussion supplements the description of each Fund's investment policies and
investment techniques in the Prospectus.

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of each Fund are described in the
"Investment Objectives" and "Principal Investment Strategies" sections of the
Prospectus. The following discussion supplements the "Investment Risks and
Return Summary" section of the Prospectus.

INVESTMENT RESTRICTIONS

FUNDAMENTAL RESTRICTIONS

The Funds' fundamental policies as they affect any Fund cannot be changed
without the approval vote of a majority of the outstanding shares of such Fund,
which is the lesser of (i) 67% or more of the voting securities of such Fund
present at a meeting if the holders of more than 50% of the outstanding voting
securities of such Fund are present or represented by proxy or (ii) more than
50% of the outstanding voting securities of such Fund. A proposed change in
fundamental policy or investment objective will be deemed to have been
effectively acted upon with respect to any Fund if a majority of the outstanding
voting securities of that Fund votes for the approval of the proposal as
provided above, notwithstanding (1) that such matter has not been approved by a
majority of the outstanding securities of any other Fund affected by such matter
and (2) that such matter has not been approved by a majority of the outstanding
voting securities of the Trust.

The following investment restrictions are fundamental policies of the Funds
with respect to all Funds and may not be changed except as described above. The
Funds may not:

1. Purchase for any Fund securities of any issuer, other than obligations
issued or guaranteed as to principal and interest by the United States
Government or its agencies or instrumentalities, if immediately thereafter (i)
more than 5% of such Fund's total assets (taken at market value) would be
invested in the securities of such issuer or (ii) more than 10% of the
outstanding securities of any class of such issuer would be held by such Fund or
by all Funds of the Trust in the aggregate.

2. Act as securities underwriter except as it technically may be deemed to be
an underwriter under the Securities Act of 1933 in selling a portfolio security.

3. Purchase securities on margin, but it may obtain short-term credit as may
be necessary for the clearance of purchases and sales of securities.

4. Make short sales of securities or maintain a short position unless
against-the-box or unless at the time of sale the Fund owns an equal amount of
such securities.

5. Make cash loans, except that the Funds may (i) purchase bonds, notes,
debentures or similar obligations which are customarily purchased by
institutional investors whether publicly distributed or not, and (ii) enter into
repurchase agreements, provided that no more than 15% of any Fund's net assets
(taken at market value) may be subject to repurchase agreements maturing in more
than seven days.

6. Make securities loans, except that the Funds may make loans of the
portfolio securities of any Fund, provided that the market value of the
securities subject to any such loans does not exceed 25% of the value of the
total assets (taken at market value) of such Fund.

7. Make investments in real estate (including real estate limited
partnerships) or commodities or commodity contracts, although (i) the Funds may
purchase securities of issuers which deal in real estate or commodities and may
purchase securities which are secured by interests in real estate, specifically,
securities issued by real estate investment trusts and (ii) any Fund may engage
in transactions in financial futures contracts and related options, provided
that the sum of the initial margin deposits on such Fund's existing futures
positions and the premiums paid for related options would not exceed in the
aggregate 5% of such Fund's total assets.

8. Invest in oil, gas or other mineral leases or exploration or development
programs, although the Funds may purchase securities of issuers which engage in
whole or in part in such activities.

<PAGE>

9. Invest in puts, calls, straddles and any combination thereof, except that
any Fund may (i) write (sell) exchange-traded covered call options on portfolio
securities and on securities indices and engage in related closing purchase
transactions and (ii) invest up to 2% of its total assets in exchange-traded
call and put options on securities and securities indices.

10. Purchase securities of companies for the purpose of exercising management
or control.

11. Participate in a joint or joint and several trading account in
securities.

12. Purchase or retain securities of any issuer if any officer or Trustee of
the Trust, or officer or director of its investment adviser(s), owns
beneficially more than 1/2 of 1% of the outstanding securities or shares, or
both, of such issuer and all such persons owning more than 1/2 of 1% of such
securities or shares together own beneficially more than 5% of such securities
or shares.

13. Borrow money, except that the Funds may (i) borrow money for any Fund for
temporary administrative purposes provided that any such borrowing does not
exceed 10% of the value of the total assets (taken at market value) of such Fund
and (ii) borrow money for any Fund for investment purposes, provided that any
such borrowing for investment purposes with respect to any such Fund is (a)
authorized by the Trustees prior to any public distribution of the shares of
such Fund or is authorized by the shareholders of such Fund thereafter, (b) is
limited to 33 1/3% of the value of the total assets (taken at market value) of
such Fund, and (c) is subject to an agreement by the lender that any recourse is
limited to the assets of that Fund with respect to which the borrowing has been
made. No Fund may invest in portfolio securities while the amount of borrowing
of the Fund exceeds 5% of the total assets of such Fund. Borrowing for
investment purposes has not been authorized for any Fund whose shares are
offered by the Funds.

14. Pledge, mortgage or hypothecate the assets of any Fund to an extent
greater than 10% of the total assets (taken at market value) of such Fund to
secure borrowings made pursuant to the provisions of item 13 above.

15. Issue senior securities, as defined in the 1940 Act, provided, however,
that such Fund may secure borrowings made pursuant to the provisions of item 13
above; and provided, further, that such Fund's obligations under interest-rate
swaps, reverse repurchase agreements, when issued, delayed-delivery and
forward-commitment transactions and similar transactions are not treated as
senior securities if covering assets are appropriately segregated; such Fund may
not pledge its assets other than to secure such issuances of senior securities
or such borrowings or in connection with hedging transactions, short sales,
when-issued and forward-commitment transactions and similar investment
strategies; for purposes of this restriction, the term "total assets" includes
the proceeds of senior securities issued but is reduced by any liabilities and
indebtedness not constituting senior securities or excluded from treatment as
senior securities by this restriction.

16. Purchase securities of other investment companies, except that a Fund may
make such purchase (a) in the open market involving no commission or profit to a
sponsor or dealer (other than customary broker's commissions), provided that
immediately thereafter (i) not more than 10% of the Fund's total assets would be
invested in such securities and (ii) not more than 3% of the stock of another
investment company would be owned by the Fund, or (b) as part of a merger,
consolidation, or acquisition of assets.

17. Invest in amounts greater than 25% of a Fund's assets in a particular
"industry."

The Funds may purchase illiquid securities, including repurchase agreements
providing for settlement more than seven days after notice and restricted
securities (securities that must be registered with the Securities and Exchange
Commission before they can be sold to the public) not deemed to be liquid, but
such securities will not constitute more than 15% of each Fund's net assets.

The Board of Trustees, or the Adviser acting at its direction, values these
securities, taking into consideration quotations available from broker-dealers
and pricing services and other information deemed relevant.

If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values of portfolio securities or amount of net assets shall not be
considered a violation of the restrictions.

For the Global Small Cap Fund, industry classifications are established by
reference to the Directory of Companies Filing Annual Reports published by the
SEC.

INVESTMENT TECHNIQUES

Each Fund may utilize the following practices or techniques in pursuing its
investment objectives.

REPURCHASE AGREEMENTS
Repurchase Agreements are agreements by which the Funds purchase a security
and obtain a simultaneous commitment from the seller (a member bank of the
Federal Reserve System or, to the extent permitted by the Investment Company Act
of 1940, a

<PAGE>

recognized securities dealer) that the seller will repurchase the security at an
agreed upon price and date. The resale price is in excess of the purchase price
and reflects an agreed upon market rate unrelated to the coupon rate on the
purchased security.

A repurchase transaction is usually accomplished either by crediting the
amount of securities purchased to the account of the custodian of the Funds
maintained in a central depository of book-entry system or by physical delivery
of the securities to the Trust's custodian in return for delivery of the
purchase price to the seller. Repurchase transactions are intended to be
short-term transactions with the seller repurchasing the securities, usually
within seven days.

Even though repurchase transactions usually do not impose market risks on the
purchasing Fund, if the seller of the repurchase agreement defaults and does not
repurchase the underlying securities, the Fund might incur a loss if the value
of the underlying securities declines, and disposition costs may be incurred in
connection with liquidating the underlying securities. In addition, if
bankruptcy proceedings are commenced regarding the seller, realization upon the
underlying securities may be delayed or limited, and a loss may be incurred if
the underlying securities decline in value.

LENDING PORTFOLIO SECURITIES
In order to increase its return on investments, the Fund(s) may make loans of
its portfolio securities, as long as the market value of the loaned securities
does not exceed 25% of the market or other fair value of that Fund's net assets.
Loans of portfolio securities will always be fully collateralized by cash, U.S.
Government Securities or other high quality debt securities at no less than 102%
of the market value of the loaned securities (as marked to market daily) and
made only to borrowers considered by the Adviser to be creditworthy. Lending
portfolio securities involves a risk of delay in the recovery of the loaned
securities and possibly the loss of the collateral if the borrower fails
financially.

FOREIGN SECURITIES
Each of the Funds may purchase foreign securities, including those issued by
foreign branches of U.S. banks. In any event, such investments in foreign
securities will be limited to 25% of the total assets of each Fund (provided,
however, the Theme Fund may invest up to 35% of its total assets in the
securities of foreign issuers). Investing in the securities of foreign companies
involves special risks and considerations not typically associated with
investing in U.S. companies. These include differences in accounting, auditing
and financial reporting standards, generally higher commission rates on foreign
portfolio transactions, the possibility of expropriation or confiscatory
taxation, adverse changes in investment or exchange control regulations,
political instability which could affect U.S. investment or exchange control
regulations, political instability which could affect U.S. investments in
foreign countries, and potential restrictions on the flow of international
capital. Additionally, dividends payable on foreign securities may be subject to
foreign taxes withheld prior to distribution. Foreign securities often trade
with less frequency and volume than domestic securities and therefore may
exhibit greater price volatility, and changes in foreign exchange rates will
affect the value of those securities which are denominated or quoted in
currencies other than the U.S. dollar.

Many of the foreign securities held by each Fund will not be registered with
the Commission and the issuers thereof will not be subject to the Commission's
reporting requirements. Accordingly, there may be less publicly available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Moreover, individual foreign economies may differ favorably or unfavorably from
the United States economy in such respects as growth of Gross National Product,
rate of inflation, capital reinvestment, resource self-sufficiency and balance
of payment positions.

In investing in securities denominated in foreign currencies, the Fund will
be subject to the additional risk of currency fluctuations. An adverse change in
the value of a particular foreign currency as against the U.S. dollar, to the
extent that such change is not offset by a gain in other foreign currencies,
will result in a decrease in the Fund's assets. Any such change may also have
the effect of decreasing or limiting the income available for distribution.
Foreign currencies may be affected by revaluation, adverse political and
economic developments, and governmental restrictions. Although the Fund will
invest only in securities denominated in foreign currencies that are fully
convertible into U.S. dollars without legal restriction at the time of
investment, no assurance can be given that currency exchange controls will not
be imposed on any particular currency at a later date.

Securities of U.S. issuers denominated in foreign currencies may be less
liquid and their prices more volatile than securities issued by domestic issuers
and denominated in U.S. dollars. In addition, investing in securities
denominated in foreign currencies often entails costs not associated with
investment in U.S. dollar-denominated securities of U.S. issuers, such as the
cost of converting foreign currency to U.S. dollars, higher brokerage
commissions, custodial expenses and other fees. Non-U.S. dollar denominated
securities may be subject to certain withholding and other taxes of the relevant
jurisdiction, which may reduce the yield on the securities to the Funds and
which may not be recoverable by the Funds or their investors.

The Funds will calculate their net asset values and complete orders to
purchase, exchange or redeem shares only on a Monday-Friday basis (excluding
holidays on which the New York Stock Exchange is closed). Foreign securities in
which the Funds may invest may be primarily listed on foreign stock exchanges
which may trade on other days (such as Saturdays). As a result, the net asset
value of the Funds' portfolios may be affected by such trading on days when a
shareholder has no access to the Funds.

<PAGE>

Investment income received by the Funds from sources within foreign countries
may be subject to foreign income taxes withheld at the source. If a Fund should
have more than 50% of the value of its assets invested in securities of foreign
corporations at the close of its taxable year, the Fund may elect to pass
through to its shareholders their proportionate shares of foreign income taxes
paid. Investors are urged to consult their tax attorney with respect to specific
questions regarding foreign, federal, state or local taxes.

The Trust may use a foreign custodian in connection with its purchases of
foreign securities and may maintain cash and cash equivalents in the care of a
foreign custodian. The amount of cash or cash equivalents maintained in the care
of eligible foreign custodians will be limited to an amount reasonably necessary
to effect the Funds' foreign securities transactions. The use of a foreign
custodian invokes considerations which are not ordinarily associated with
domestic custodians. These considerations include the possibility of
expropriations, restricted access to books and records of the foreign custodian,
inability to recover assets that are lost while under the control of the foreign
custodian, and the impact of political, social or diplomatic developments.

FOREIGN CURRENCY TRANSACTIONS
Each Fund may engage in foreign currency transactions. The following is a
description of these transactions:

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days ("Term") from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded directly between currency traders (usually
large commercial banks) and their customers.

No Fund intends to enter into such forward contracts if it would have more
than 15% of the value of its total assets committed to such contracts on a
regular or continuous basis. No Fund will enter into such forward contracts or
maintain a net exposure in such contracts where it would be obligated to deliver
an amount of foreign currency in excess of the value of its portfolio securities
and other assets denominated in that currency. The Adviser believes that it is
important to have the flexibility to enter into such forward contracts when it
determines that to do so is in the best interests of a Fund. The Trust's
custodian bank will be instructed to pledge liquid assets equal to the value of
such contracts. If the value of the securities pledged declines, additional cash
or securities will be added so that the pledged amount is not less than the
amount of the Fund's commitments with respect to such contracts. Generally, no
Fund will enter into a forward contract with a term longer than one year.

FOREIGN CURRENCY OPTIONS. A foreign currency option provides the option buyer
with the right to buy or sell a stated amount of foreign currency at the
exercise price at a specified date or during the option period. A call option
gives its owner the right, but not the obligation, to buy the currency, while a
put option gives its owner the right, but not the obligation, to sell the
currency. The option seller (writer) is obligated to fulfill the terms of the
option sold if it is exercised. However, either seller or buyer may close its
position during the option period for such options any time prior to expiration.

A call rises in value if the underlying currency appreciates. Conversely, a
put rises in value if the underlying currency depreciates. While purchasing a
foreign currency option can protect a Fund against an adverse movement in the
value of a foreign currency, it does not limit the gain which might result from
a favorable movement in the value of such currency. For example, if a Fund were
holding securities denominated in an appreciating foreign currency and had
purchased a foreign currency put to hedge against a decline in the value of the
currency, it would not have to exercise its put. Similarly, if a Fund had
entered into a contract to purchase a security denominated in a foreign currency
and had purchased a foreign currency call to hedge against a rise in the value
of the currency but instead the currency had depreciated in value between the
date of purchase and the settlement date, the Fund would not have to exercise
its call but could acquire in the spot market the amount of foreign currency
needed for settlement.

FOREIGN CURRENCY FUTURES TRANSACTIONS. Each Fund may use foreign currency
futures contracts and options on such futures contracts. Through the purchase or
sale of such contracts, a Fund may be able to achieve many of the same
objectives attainable through the use of foreign currency forward contracts, but
more effectively and possibly at a lower cost.

Unlike forward foreign currency exchange contracts, foreign currency futures
contracts and options on foreign currency futures contracts are standardized as
to amount and delivery period and are traded on boards of trade and commodities
exchanges. It is anticipated that such contracts may provide greater liquidity
and lower cost than forward foreign currency exchange contracts.

REGULATORY RESTRICTIONS. To the extent required to comply with Securities and
Exchange Commission Release No. IC-10666, when purchasing a futures contract or
writing a put option, each Fund will maintain in a pledged account any asset,
including equity securities and noninvestment grade debt so long as the asset is
liquid, unencumbered and marked to market daily, equal to the value of such
contracts.

To the extent required to comply with Commodity Futures Trading Commission
Regulation 4.5 and thereby avoid "commodity pool operator" status, a Fund will
not enter into a futures contract or purchase an option thereon if immediately
thereafter the initial margin deposits for futures contracts (including foreign
currency and all other futures contracts) held by the Fund plus premiums paid by
it for open options on futures would exceed 5% of the Fund's total assets. No
Fund will engage in

<PAGE>

transactions in financial futures contracts or options thereon for speculation,
but only to attempt to hedge against changes in market conditions affecting the
values of securities which the Fund holds or intends to purchase. When futures
contracts or options thereon are purchased to protect against a price increase
on securities intended to be purchased later, it is anticipated that at least
75% of such intended purchases will be completed. When other futures contracts
or options thereon are purchased, the underlying value of such contracts will at
all times not exceed the sum of: (1) accrued profit on such contracts held by
the broker; (2) cash or high quality money market instruments set aside in an
identifiable manner; and (3) cash proceeds from investments due in 30 days.

FINANCIAL FUTURES CONTRACTS AND RELATED OPTIONS
Each Fund may use financial futures contracts and related options to hedge
against changes in the market value of its portfolio securities or securities
which it intends to purchase. Hedging is accomplished when an investor takes a
position in the futures market opposite to his cash market position. There are
two types of hedges--long (or buying) and short (or selling) hedges.
Historically, prices in the futures market have tended to move in concert with
cash market prices, and prices in the futures market have maintained a fairly
predictable relationship to prices in the cash market. Thus, a decline in the
market value of securities in a Fund's portfolio may be protected against to a
considerable extent by gains realized on futures contracts sales. Similarly, it
is possible to protect against an increase in the market price of securities
which a Fund may wish to purchase in the future by purchasing futures contracts.

These Funds may purchase or sell any financial futures contracts which are
traded on a recognized exchange or board of trade. Financial futures contracts
consist of interest rate futures contracts and securities index futures
contracts. A public market presently exists in interest rate futures contracts
covering long-term U.S. Treasury bonds, U.S. Treasury notes, three-month U.S.
Treasury bills and GNMA certificates. Securities index futures contracts are
currently traded with respect to the Standard & Poor's 500 Composite Stock Price
Index and such other broad-based stock market indices as the New York Stock
Exchange Composite Stock Index and the Value Line Composite Stock Price Index. A
clearing corporation associated with the exchange or board of trade on which a
financial futures contract trades assumes responsibility for the completion of
transactions and also guarantees that open futures contracts will be performed.

In contrast to the situation when such Fund purchases or sells a security, no
security is delivered or received by these Funds upon the purchase or sale of a
financial futures contract. Initially, these Funds will be required to deposit
in a segregated account with its custodian bank an amount of cash, U.S. Treasury
bills or liquid high grade debt obligations. This amount is known as initial
margin and is in the nature of a performance bond or good faith deposit on the
contract. The current initial margin deposit required per contract is
approximately 5% of the contract amount. Brokers may establish deposit
requirements higher than this minimum. Subsequent payments, called variation
margin, will be made to and from the account on a daily basis as the price of
the futures contract fluctuates. This process is known as marking to market.

The writer of an option on a futures contract is required to deposit margin
pursuant to requirements similar to those applicable to futures contracts. Upon
exercise of an option on a futures contract, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated balance in the writer's margin
account. This amount will be equal to the amount by which the market price of
the futures contract at the time of exercise exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the option on the
futures contract.

Although financial futures contracts by their terms call for actual delivery
or acceptance of securities, in most cases the contracts are closed out before
the settlement date without the making or taking of delivery. Closing out is
accomplished by effecting an offsetting transaction. A futures contract sale is
closed out by effecting a futures contract purchase for the same aggregate
amount of securities and the same delivery date. If the sale price exceeds the
offsetting purchase price, the seller immediately would be paid the difference
and would realize a gain. If the offsetting purchase price exceeds the sale
price, the seller immediately would pay the difference and would realize a loss.
Similarly, a futures contract purchase is closed out by effecting a futures
contract sale for the same securities and the same delivery date. If the
offsetting sale price exceeds the purchase price, the purchaser would realize a
gain, whereas if the purchase price exceeds the offsetting sale price, the
purchaser would realize a loss.

Such Fund will pay commissions on financial futures contracts and related
options transactions. These commissions may be higher than those which would
apply to purchases and sales of securities directly.

LIMITATIONS ON FUTURES CONTRACTS AND RELATED OPTIONS. A Fund may not engage
in transactions in financial futures contracts or related options for
speculative purposes but only as a hedge against anticipated changes in the
market value of its portfolio securities or securities which it intends to
purchase. A Fund may not purchase or sell financial futures contracts or related
options if, immediately thereafter, the sum of the amount of initial margin
deposits on that Fund's existing futures and related options positions and the
premiums paid for related options would exceed 5% of the market value of that
Fund's total assets after taking into account unrealized profits and losses on
any such contracts. At the time of purchase of a futures contract or a call
option on a futures contract, any asset, including equity securities and
noninvestment grade debt so long as the asset is liquid, unencumbered and marked
to market daily ("liquid assets"), equal to the market value of the futures
contract minus a

<PAGE>

Fund's initial margin deposit with respect thereto will be deposited in a
pledged account with the Trust's custodian bank to collateralize fully the
position and thereby ensure that it is not leveraged.

The extent to which a Fund may enter into financial futures contracts and
related options also may be limited by the requirements of the Internal Revenue
Code for qualifications as a regulated investment company. See "Dividends,
Distributions and Taxes."

RISKS RELATING TO FUTURES CONTRACTS AND RELATED OPTIONS. Positions in futures
contracts and related options may be closed out only on an exchange which
provides a secondary market for such contracts or options. A Fund will enter
into an option or futures position only if there appears to be a liquid
secondary market. However, there can be no assurance that a liquid secondary
market will exist for any particular option or futures contract at any specific
time. Thus, it may not be possible to close out a futures or related option
position. In the case of a futures position, in the event of adverse price
movements a Fund would continue to be required to make daily margin payments. In
this situation, if a Fund has insufficient cash to meet daily margin
requirements it may have to sell portfolio securities at a time when it may be
disadvantageous to do so. In addition, a Fund may be required to take or make
delivery of the securities underlying the futures contracts it holds. The
inability to close out futures positions also could have an adverse impact on a
Fund's ability to hedge its portfolio effectively.

There are several risks in connection with the use of futures contracts as a
hedging device. While hedging can provide protection against an adverse movement
in market prices, it can also preclude a hedger's opportunity to benefit from a
favorable market movement. In addition, investing in futures contracts and
options on futures contracts will cause a Fund to incur additional brokerage
commissions and may cause an increase in a Fund's portfolio turnover rate.

The successful use of futures contracts and related options also depends on
the ability of the Adviser to forecast correctly the direction and extent of
market movements within a given time frame. To the extent market prices remain
stable during the period a futures contract or option is held by a Fund or such
prices move in a direction opposite to that anticipated, a Fund may realize a
loss on the hedging transaction which is not offset by an increase in the value
of its portfolio securities. As a result, a Fund's return for the period may be
less than if it had not engaged in the hedging transaction.

Utilization of futures contracts by a Fund involves the risk of imperfect
correlation in movements in the price of futures contracts and movements in the
price of the securities which are being hedged. If the price of the futures
contract moves more or less than the price of the securities being hedged, a
Fund will experience a gain or loss which will not be completely offset by
movements in the price of the securities. It is possible that, where a Fund has
sold futures contracts to hedge its portfolio against decline in the market, the
market may advance and the value of securities held in a Fund's portfolio may
decline. If this occurred, a Fund would lose money on the futures contract and
would also experience a decline in value in its portfolio securities. Where
futures are purchased to hedge against a possible increase in the prices of
securities before a Fund is able to invest its cash (or cash equivalents) in
securities (or options) in an orderly fashion, it is possible that the market
may decline; if a Fund then determines not to invest in securities (or options)
at that time because of concern as to possible further market decline or for
other reasons, a Fund will realize a loss on the futures that would not be
offset by a reduction in the price of the securities purchased.

The market prices of futures contracts may be affected if participants in the
futures market also elect to close out their contracts through off-setting
transactions rather than to meet margin deposit requirements. In such case,
distortions in the normal relationship between the cash and futures markets
could result. Price distortions could also result if investors in futures
contracts opt to make or take delivery of the underlying securities rather than
to engage in closing transactions due to the resultant reduction in the
liquidity of the futures market. In addition, due to the fact that, from the
point of view of speculators, the deposit requirements in the futures markets
are less onerous than margin requirements in the cash market, increased
participation by speculators in the futures market could cause temporary price
distortions. Due to the possibility of price distortions in the futures market
and because of the imperfect correlation between movements in the prices of
securities and movements in the prices of futures contracts, a correct forecast
of market trends may still not result in a successful hedging transaction.

Compared to the purchase or sale of futures contracts, the purchase of put or
call options on futures contracts involves less potential risk for a Fund
because the maximum amount at risk is the premium paid for the options plus
transaction costs. However, there may be circumstances when the purchase of an
option on a futures contract would result in a loss to a Fund while the purchase
or sale of the futures contract would not have resulted in a loss, such as when
there is no movement in the price of the underlying securities.

EMERGING MARKET SECURITIES
Each Fund may invest in countries or regions with relatively low gross
national product per capita compared to the world's major economies, and in
countries or regions with the potential for rapid economic growth (emerging
markets). Emerging markets will include any country: (i) having an "emerging
stock market" as defined by the International Finance Corporation; (ii) with
low-to-middle-income economies according to the International Bank for
Reconstruction and Development (the "World

<PAGE>

Bank"); (iii) listed in World Bank publications as developing; or (iv)
determined by the Adviser to be an emerging market as defined above. Each Fund
may also invest in securities of: (i) companies in the principal securities
trading market for which is an emerging market country; (ii) companies organized
under the laws of, and with a principal office in, an emerging market country,
or (iii) companies whose principal activities are located in emerging market
countries.

The risks of investing in foreign securities may be intensified in the case
of investments in emerging markets. Securities of many issuers in emerging
markets may be less liquid and more volatile than securities of comparable
domestic issuers. Emerging markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when a portion of the assets of a Fund is not invested and no
return is earned thereon. The inability of a Fund to make intended security
purchases due to settlement problems could cause a Fund to miss attractive
investment opportunities. Inability to dispose of portfolio securities due to
settlement problems could result either in losses to the Fund due to subsequent
declines in value of the portfolio securities or, if the Fund has entered into a
contract to sell the security, in possible liability to the purchaser.
Securities prices in emerging markets can be significantly more volatile than in
the more developed nations of the world, reflecting the greater uncertainties of
investing in less established markets and economies. In particular, countries
with emerging markets may have relatively unstable governments, present the risk
of nationalization of businesses, restrictions on foreign ownership, or
prohibitions of repatriation of assets, and may have less protection of property
rights than more developed countries. The economies of countries with emerging
markets may be predominantly based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer from
extreme and volatile debt burdens or inflation rates. Local securities markets
may trade a small number of securities and may be unable to respond effectively
to increases in trading volume, potentially making prompt liquidation of
substantial holdings difficult or impossible at times. Securities of issuers
located in countries with emerging markets may have limited marketability and
may be subject to more abrupt or erratic price movements.

Certain emerging markets may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in an
emerging market's balance of payments or for other reasons, a country could
impose temporary restrictions on foreign capital remittances. A Fund could be
adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the application
to the Fund of any restrictions on investments. Investments in certain foreign
emerging market debt obligations may be restricted or controlled to varying
degrees. These restrictions or controls may at times preclude investment in
certain foreign emerging market debt obligations and increase the expenses of a
Fund.

ADDITIONAL RISK FACTORS
As a result of its investments in foreign securities, each Fund may receive
interest or dividend payments, or the proceeds of the sale or redemption of such
securities, in the foreign currencies in which such securities are denominated.
In that event, a Fund may convert such currencies into dollars at the then
current exchange rate. Under certain circumstances, however, such as where the
Adviser believes that the applicable rate is unfavorable at the time the
currencies are received or the Adviser anticipates, for any other reason, that
the exchange rate will improve, a Fund may hold such currencies for an
indefinite period of time.

In addition, a Fund may be required to receive delivery of the foreign
currency underlying forward foreign currency contracts it has entered into. This
could occur, for example, if an option written by a Fund is exercised or the
Fund is unable to close out a forward contract. A Fund may hold foreign currency
in anticipation of purchasing foreign securities. A Fund may also elect to take
delivery of the currencies underlying options or forward contracts if, in the
judgment of the Adviser, it is in the best interest of the Fund to do so. In
such instances as well, the Fund may convert the foreign currencies to dollars
at the then current exchange rate, or may hold such currencies for an indefinite
period of time.

While the holding of currencies will permit a Fund to take advantage of
favorable movements in the applicable exchange rate, it also exposes the Fund to
risk of loss if such rates move in a direction adverse to the Fund's position.
Such losses could reduce any profits or increase any losses sustained by the
Fund from the sale or redemption of securities, and could reduce the dollar
value of interest or dividend payments received. In addition, the holding of
currencies could adversely affect the Fund's profit or loss on currency options
or forward contracts, as well as its hedging strategies.

PERFORMANCE INFORMATION

The Funds may, from time to time, include total return in advertisements or
reports to shareholders or prospective investors. Performance information in
advertisements and sales literature may be expressed as the yield of a Class or
Fund and as the total return of any Class or Fund.

Standardized quotations of average annual total return for each Class of
Shares of a Fund will be expressed in terms of the average annual compounded
rate of return for a hypothetical investment in such Class of Shares of a Fund
over periods of 1, 5 and 10 years or up to the life of a Fund, calculated for
each Class separately pursuant to the following formula: P(1 + T)n = ERV (where
P = a hypothetical initial payment of $1,000, T = the average annual total
return, n = the number of years, and ERV =

<PAGE>

the ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the period). All total return figures reflect the deduction of a
proportional share of each Class's expenses (on an annual basis), deduction of
the maximum initial sales load in the case of Class A Shares and the maximum
contingent deferred sales charge applicable to a complete redemption of the
investment in the case of Class B Shares, and assume that all dividends and
distributions are reinvested when paid.

The Funds may, from time to time, include in advertisements containing total
return the ranking of those performance figures relative to such figures for
groups of mutual funds having similar investment objectives as categorized by
ranking services such as Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc.
Additionally, the Funds may compare its performance results to other investment
or savings vehicles (such as certificates of deposit) and may refer to results
published in various publications such as Changing Times, Forbes, Fortune,
Money, Barrons, Business Week and Investor's Business Daily, Stanger's Mutual
Fund Monitor, The Stanger Register, Stanger's Investment Adviser, The Wall
Street Journal, The New York Times, Consumer Reports, Registered Representative,
Financial Planning, Financial Services Weekly, Financial World, U.S. News and
World Report, Standard & Poor's The Outlook, and Personal Investor. The Funds
may, from time to time, illustrate the benefits of tax deferral by comparing
taxable investments to investments made through tax-deferred retirement plans.
The total return may also be used to compare the performance of the Funds
against certain widely acknowledged outside standards or indices for stock and
bond market performance, such as the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500"), Standard & Poor's 400 MidCap Index ("S&P 400"), Dow Jones
Industrial Average, Russell 2000 Index, Russell 2000 Growth Index, Europe
Australia Far East Index (EAFE), Consumer Price Index, Lehman Brothers Corporate
Index and Lehman Brothers T-Bond Index.

Advertisements, sales literature and other communications may contain
information about the Funds and Adviser's current investment strategies and
management style. Current strategies and style may change to allow the Funds to
respond quickly to changing market and economic conditions. From time to time,
the Funds may include specific portfolio holdings or industries in such
communications. To illustrate components of overall performance, the Funds may
separate its cumulative and average annual returns into income and capital gains
components; or cite separately as a return figure the equity or bond portion of
a Fund's portfolio; or compare a Fund's equity or bond return future to
well-known indices of market performance, including, but not limited to: the S&P
500, Dow Jones Industrial Average, CS First Boston High Yield Index and Salomon
Brothers Corporate and Government Bond Indices.

For the New Asia Fund, the average annual total return for the one-year
period and since inception September 4, 1996 through July 31, 1999 for Class A
Shares was (52.94)% and (4.42)%, respectively, and for Class B Shares was
(51.68)% and (5.16)%, respectively. For the Global Small Cap Fund, the average
annual total return for the one-year period and since inception September 4,
1996 through July 31, 1999 for Class A Shares was (5.99)% and 6.36%,
respectively, and for Class B Shares was (5.22)% and 5.56%, respectively.

A Fund also may quote annual, average annual and annualized total return and
aggregate total return performance data, for each class of shares of such Fund,
both as a percentage and as a dollar amount based on a hypothetical $10,000
investment for various periods other than those noted below. Such data will be
computed as described above, except that (1) the rates of return calculated will
not be average annual rates, but rather, actual annual, annualized or aggregate
rates of return and (2) the maximum applicable sales charge will not be included
with respect to annual, annualized or aggregate rate of return calculations.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Adviser and/or Subadviser (throughout this section the "Adviser") places
orders for the purchase and sale of securities, supervises their execution and
negotiates brokerage commissions on behalf of the Funds. It is the practice of
the Adviser to seek the best prices and execution of orders and to negotiate
brokerage commissions which the Adviser's opinion are reasonable in relation to
the value of the brokerage services provided by the executing broker. Brokers
who have executed orders for the Funds are asked to quote a fair commission for
their services. If the execution is satisfactory and if the requested rate
approximates rates currently being quoted by the other brokers selected by the
Adviser, the rate is deemed by the Adviser to be reasonable. Brokers may ask for
higher rates of commission if all or a portion of the securities involved in the
transaction are positioned by the broker, if the broker believes it has brought
the Funds an unusually favorable trading opportunity, or if the broker regards
its research services as being of exceptional value, and payment of such
commissions is authorized by the Adviser after the transaction has been
consummated. If the Adviser more than occasionally differs with the broker's
appraisal of opportunity or value, the broker would not be selected to execute
trades in the future.

The Adviser believes that the Funds benefit with a securities industry
comprised of many and diverse firms and that the long-term interest of
shareholders of the Funds is best served by its brokerage policies which include
paying a fair commission rather than seeking to exploit its leverage to force
the lowest possible commission rate. The primary factors considered in
determining the firms to which brokerage orders are given are the Adviser's
appraisal of: the firm's ability to execute the order in the desired manner; the
value of research services provided by the firm; and the firm's attitude toward
and interest in mutual funds in general, including the sale of mutual funds
managed and sponsored by the Adviser. The Adviser does not offer or promise to
any broker an amount or percentage of brokerage commissions as an inducement or
reward for the sale of shares of the Funds. Over-

<PAGE>

the-counter purchases and sales are transacted directly with principal
market-makers except in those circumstances where in the opinion of the Adviser
better prices and execution are available elsewhere.

In general terms, the nature of research services provided by brokers
encompasses statistical and background information, and forecasts and
interpretations with respect to U.S. and foreign economies, U.S. and foreign
money markets, fixed income markets and equity markets, specific industry
groups, and individual issues. Research services will vary from firm to firm,
with broadest coverage generally from the large full-line firms. Smaller firms
in general tend to provide information and interpretations on a smaller scale,
frequently with a regional emphasis. In addition, several firms monitor federal,
state, local and foreign political developments; many of the brokers also
provide access to outside consultants. The outside research assistance is
particularly useful to the Adviser's staff since the brokers as a group tend to
monitor a broader universe of securities and other matters than the Adviser's
staff can follow. In addition, it provides the Adviser with a diverse
perspective on financial markets. Research and investment information is
provided by these and other brokers at no cost to the Adviser and is available
for the benefit of other accounts advised by the Adviser and its affiliates and
not all of this information will be used in connection with the Trust. While
this information may be useful in varying degrees and may tend to reduce the
Adviser's expenses, it is not possible to estimate its value and in the opinion
of the Adviser it does not reduce the Adviser's expenses in a determinable
amount. The extent to which the Adviser makes use of statistical, research and
other services furnished by brokers is considered by the Adviser in the
allocation of brokerage business but there is no formula by which such business
is allocated. The Adviser does so in accordance with its judgment of the best
interest of the Trust and its shareholders.

The Trust has adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to lower
commission costs on a per-share and per-dollar basis. According to the bunching
procedures, the Adviser shall aggregate transactions unless it believes in its
sole discretion that such aggregation is inconsistent with its duty to seek best
execution (which shall include the duty to seek best price) for the Trust. No
advisory account of the Adviser is to be favored over any other account and each
account that participates in an aggregated order is expected to participate at
the average share price for all transactions of the Adviser in that security on
a given business day, with all transaction costs shared pro rata based on the
Trust's participation in the transaction. If the aggregated order is filled in
its entirety, it shall be allocated among the Adviser's accounts in accordance
with the allocation order, and if the order is partially filled, it shall be
allocated pro rata based on the allocation order. Notwithstanding the foregoing,
the order may be allocated on a basis different from that specified in the
allocation order if all accounts of the Adviser whose orders are allocated
receive fair and equitable treatment and the reason for such different
allocation is explained in writing and is approved in writing by the Adviser's
compliance officer as soon as practicable after the opening of the markets on
the trading day following the day on which the order is executed. If an
aggregated order is partially filled and allocated on a basis different from
that specified in the allocation order, no account that is benefited by such
different allocation may intentionally and knowingly effect any purchase or sale
for a reasonable period following the execution of the aggregated order that
would result in it receiving or selling more shares than the amount of shares it
would have received or sold had the aggregated order been completely filled. The
Trustees will annually review these procedures or as frequently as shall appear
appropriate.

A high rate of Portfolio turnover involves a correspondingly higher amount of
brokerage commissions and other costs which must be borne directly by the Trust
and indirectly by shareholders.

During the fiscal years ended July 31, 1997, 1998 and 1999, brokerage
commissions paid by the Funds totalled $_______, $______ and $______,
respectively. In the fiscal year ended July 31, 1999, W.S. Griffith & Co., Inc.,
a broker-dealer subsidiary of Phoenix Home Life, received $_____, or .__% of
total brokerage commissions paid by the Trust, in fund-related commissions
attributed to a clearing arrangement with an unaffiliated broker-dealer.
Brokerage commissions of $_____ paid during the fiscal year ended July 31, 1999
were paid on portfolio transactions aggregating $______ executed by brokers who
provided research and other statistical and factual information.

SERVICES OF THE ADVISERS

The Trust's investment adviser is Phoenix-Aberdeen International Advisors,
LLC (the "Adviser"), which is a Delaware limited liability company formed in
1996 and having a place of business located at One American Row, Hartford,
Connecticut 06102. The Adviser is jointly owned and managed by PM Holdings,
Inc., a direct subsidiary of Phoenix Home Life Mutual Insurance Company
("Phoenix Home Life"), and Aberdeen Fund Managers, Inc., a wholly-owned
subsidiary of Aberdeen Asset Management plc. Based upon the diverse range of
portfolio holdings contemplated and the expertise available through certain
affiliates, the Adviser has engaged Phoenix Investment Counsel, Inc. ("PIC") and
Aberdeen Fund Managers, Inc. as subadvisers.

Phoenix Home Life was founded in 1851 and is in the business of writing
individual and group life and health insurance and annuities. The principal
office of Phoenix Home Life is located at One American Row, Hartford,
Connecticut, 06115. Its affiliate, Phoenix Investment Partners, Ltd. ("PXP"), a
New York Stock Exchange traded company, provides various financial advisory
services to institutional investors, corporations and individuals through its
operating subsidiaries. As of December 31, 1998, PXP, and its advisory
subsidiaries, had approximately $__ billion in assets under management. PIC is
an indirect subsidiary of PXP and its principal offices are located at 56
Prospect Street, Hartford, Connecticut 06115.

<PAGE>

Aberdeen Asset Management plc was founded in 1983 and through subsidiaries
operated from offices in Aberdeen, Scotland; London, England; Singapore and Fort
Lauderdale, Florida, provides investment management services to unit and
investment trusts, segregated pension funds and other institutional and private
portfolios. As of December 31, 1998, Aberdeen Asset Management plc, and its
advisory subsidiaries, had approximately $__ billion in assets under management.

The investment advisory agreements provide that the Funds will bear all costs
and expenses (other than those specifically referred to as being borne by the
Adviser) incurred in the operation of the Trust. Such expenses include, but
shall not be limited to, all expenses incurred in any public offering of its
shares, including among others, interest, taxes, brokerage fees and commissions,
fees of Trustees who are not full-time employees of the Adviser or any of its
affiliates, expenses of Trustees' and shareholders' meetings including the cost
of printing and mailing proxies, expenses of insurance premiums for fidelity and
other coverage, expenses of repurchase and redemption of shares, expenses of
issue and sale of shares (to the extent not borne by its national distributor
under its agreement with the Trust), expenses of printing and mailing stock
certificates (if any) representing shares of the Trust, association membership
dues, charges of custodians, transfer agents, dividend disbursing agents and
financial agents, bookkeeping, auditing and legal expenses. The Funds will also
pay the fees and bear the expense of registering and maintaining the
registration of the Funds and its shares with the Securities and Exchange
Commission and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. If authorized by the Trustees, the Funds shall pay for
extraordinary expenses and expenses of a non-recurring nature which may include,
but not be limited to the reasonable and proportionate cost of any
reorganization or acquisition of assets and the cost of legal proceedings to
which the Funds is a party.

The Adviser continuously furnishes an investment program for each Fund and
manages the investment and reinvestment of the assets of each Fund subject at
all times to the supervision of the Trustees. The Adviser, at its expense,
furnishes to the Funds adequate office space and facilities and certain
administrative services, including the services of any member of its staff who
serves as an officer of the Trust.

As compensation for its services to each Fund, the Adviser is entitled to a
fee, payable monthly, at an annual rate of 0.85% of the Fund's average daily net
assets. For providing cash management and other services to each Fund, as
needed, the Adviser pays a monthly fee to PIC equivalent to 0.15% of the average
daily net asset value of each Fund. For providing advisory services with respect
to the Trust's assets allocated from time to time by the Adviser, the Adviser
pays a fee to PIC equivalent to 0.40% of the average daily net asset value of
the assets of each Fund so allocated. For implementing certain portfolio
transactions and providing research and other services to each Fund, the Adviser
also pays a monthly subadvisory fee to Aberdeen Fund Managers, Inc. equivalent
to 0.40% of the average daily net asset value of the New Asia Fund and 0.40% of
the average daily net asset value of the Global Fund allocated to it by the
Adviser for management. Total management fees for the fiscal years ended July
31, 1997, 1998 and 1999 for the New Asia Fund were $105,851, $106,119 and
$84,293, respectively, and for the Global Small Cap Fund were $210,064, $301,367
and $202,386, respectively.

The Investment Advisory Agreement with the Funds provide that the Adviser
will reimburse the Funds for the amount, if any, by which the total operating
expenses of any Fund (including the Adviser's compensation, but excluding
interest, taxes, brokerage fees and commissions and extraordinary expenses) for
any fiscal year exceed the level of expenses which such Fund is permitted to
bear under the most restrictive expense limitation (which has not been waived)
imposed on mutual funds by any state in which shares of the Fund are then
qualified for sale. In the event legislation were to be adopted in each state so
as to eliminate this restriction, the Funds would take such action necessary to
eliminate this expense limitation.

The investment advisory agreements also provide that each adviser shall not
be liable to the Funds or any shareholder of the Funds for any error of judgment
or mistake of law or for any loss suffered by the Funds or by any shareholder of
the Funds in connection with the matters to which the agreement relates, except
a loss resulting from willful misfeasance, bad faith, gross negligence or
reckless disregard on the part of such adviser in the performance of its duties
thereunder.

Provided that it has been approved by a vote of the majority of the
outstanding shares of a Fund of the Funds which is subject to its terms and
conditions, each agreement continues from year to year with respect to such Fund
so long as (1) such continuance is approved at least annually by the Trustees or
by a vote of the majority of the outstanding voting securities of such Fund and
(2) the terms and any renewal of the agreements with respect to such Fund have
been approved by the vote of a majority of the Trustees who are not parties to
the agreement or "interested persons," as that term is defined in the Investment
Company Act of 1940, of the Funds or the relevant adviser, of any such party
cast in person at a meeting called for the purpose of voting on such approval.
On sixty days' written notice and without payment of any penalty the agreements
may be terminated as to the Funds or as to a Fund by the Trustees or by the
relevant adviser and may be terminated as to a Fund by a vote of the majority of
the outstanding voting securities of such Fund. Each agreement automatically
terminates upon its assignment (within the meaning of the Investment Company
Act). The Investment Advisory Agreement provides that upon its termination, or
at the request of the adviser, the Funds will eliminate all references to
"Phoenix" and/or "Phoenix-Aberdeen" from its name, and will not thereafter
transact business in a name using the word "Phoenix" or "Phoenix-Aberdeen."

<PAGE>

SERVICES OF THE ADMINISTRATOR

Phoenix Investment Partners, Ltd. (the "Administrator") serves as
administrator for the Trust. Under the terms of the Administration Agreement,
the Administrator will assist in maintaining office facilities, furnish clerical
services, office supplies and stationery, prepare and file tax returns of the
Trust, monitor the Trust's expense accruals and pay all expenses upon proper
authorization from the Trust, monitor the Funds' status as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986,
monitor and make recommendations concerning fidelity bond coverage, monitor
compliance with the policies and limitations of the Funds as set forth in the
Funds' governing documents, supervise the external audit and tax return
preparation by the Trust's auditor, and prepare and/or coordinate all materials
for the Board of Trustees' meetings. As compensation, the Administrator receives
a fee, computed daily and payable monthly, at the annual rate of 0.15% of the
average daily net assets of the Trust. For the fiscal years ended July 31, 1997,
1998, and 1999 the administration fees for the New Asia Fund were $18,680,
$18,882 and $14,812, respectively, and for the Global Small Cap Fund were
$42,364, $53,182 and $35,715, respectively.

The Agreement continues in effect from year to year provided such continuance
is specifically approved at least annually by the Trust's Board of Trustees
including a majority of the trustees who are not interested persons or by a vote
of a majority of the outstanding voting securities of the Trust. The Agreement
automatically terminates upon its assignment and may be terminated by either
party at any time upon not less than 60 days written notice.

NET ASSET VALUE

The net asset value per share of each Fund is determined as of the close of
trading of the New York Stock Exchange (the "Exchange") on days when the
Exchange is open for trading. The Exchange will be closed on the following
observed national holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Since the Funds do not price securities on
weekends or United States' national holidays, the net asset value of a Fund's
foreign assets may be significantly affected on days when the investor has no
access to the Funds. The net asset value per share of a Fund is determined by
adding the values of all securities and other assets of the Fund, subtracting
liabilities, and dividing by the total number of outstanding shares of the Fund.
Assets and liabilities are determined in accordance with generally accepted
accounting principles and applicable rules and regulations of the Securities and
Exchange Commission. The total liability allocated to a Class, plus that Class's
distribution fee and any other expenses allocated solely to that Class, are
deducted from the proportionate interest of such Class in the assets of the
Fund, and the resulting amount of each is divided by the number of shares of
that Class outstanding to produce the net asset value per share.

A security that is listed or traded on more than one exchange is valued at
the quotation on the exchange determined to be the primary exchange for such
security by the Trustees or their delegates. Because of the need to obtain
prices as of the close of trading on various exchanges throughout the world, the
calculation of net asset value may not take place for any Fund which invests in
foreign securities contemporaneously with the determination of the prices of the
majority of the portfolio securities of such Fund. All assets and liabilities
initially expressed in foreign currency values will be converted into United
States dollar values at the mean between the bid and ask quotations of such
currencies against United States dollars as last quoted by any recognized
dealer. If an event were to occur after the value of an investment was so
established but before the net asset value per share was determined, which was
likely to materially change the net asset value, then the instrument would be
valued using fair value considerations by the Trustees or their delegates. If at
any time a Fund has investments where market quotations are not readily
available, such investments are valued at the fair value thereof as determined
in good faith by the Trustees although the actual calculations may be made by
persons acting pursuant to the direction of the Trustees.

HOW TO BUY SHARES

The minimum initial investment is $500 and the minimum subsequent investment
is $25. However, both the minimum initial and subsequent investment amounts are
$25 for investments pursuant to the "Investo-Matic" plan, a bank draft investing
program administered by the Distributor, or pursuant to the Systematic Exchange
privilege or for an individual retirement account (IRA). In addition, there are
no subsequent investment minimum amounts in connection with the reinvestment of
dividend or capital gain distributions. Completed applications for the purchase
of shares should be mailed to: Phoenix Funds, c/o State Street Bank and Trust
Company, P.O. Box 8301, Boston, MA 02266-8301.

The Trust has authorized one or more brokers to accept on its behalf purchase
and redemption orders. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Trust's behalf.
The Trust will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Customer orders will be priced at the Funds' net asset values next
computed after they are accepted by an authorized broker or the broker's
authorized designee.

<PAGE>

ALTERNATIVE PURCHASE ARRANGEMENTS

Shares may be purchased from investment dealers at a price equal to their net
asset value per share, plus a sales charge which, at the election of the
purchaser, may be imposed either (i) at the time of the purchase (the "initial
sales charge alternative") or (ii) on a contingent deferred basis (the "deferred
sales charge alternative").

The alternative purchase arrangements permit an investor to choose the method
of purchasing shares that is more beneficial given the amount of the purchase,
the length of time the investor expects to hold the shares, whether the investor
wishes to receive distributions in cash or to reinvest them in additional shares
of the Funds, and other circumstances. Investors should consider whether, during
the anticipated life of their investment in a Fund, the accumulated continuing
distribution and services fees and contingent deferred sales charges on Class B
Shares would be less than the initial sales charge and accumulated distribution
services fee on Class A Shares purchased at the same time.

Dividends paid by the Funds, if any, with respect to each Class of Shares
will be calculated in the same manner at the same time on the same day, except
that fees such as higher distribution and services fees and any incremental
transfer agency costs relating to each Class of Shares will be borne exclusively
by that Class. See "Dividends, Distributions and Taxes."

CLASS A SHARES
Class A Shares incur a sales charge when they are purchased and enjoy the
benefit of not being subject to any sales charge when they are redeemed. Class A
Shares are subject to ongoing distribution and service fees at an annual rate of
up to 0.25% of the Funds' aggregate average daily net assets attributable to the
Class A Shares. In addition, certain purchases of Class A Shares qualify for
reduced initial sales charges.

CLASS B SHARES
Class B Shares do not incur a sales charge when they are purchased, but they
are subject to a sales charge if they are redeemed within five years of
purchase. The deferred sales charge may be waived in connection with certain
qualifying redemptions.

Class B Shares are subject to ongoing distribution and service fees at an
aggregate annual rate of up to 1.00% of the Funds' aggregate average daily net
assets attributable to the Class B Shares. Class B Shares enjoy the benefit of
permitting all of the investor's dollars to work from the time the investment is
made. The higher ongoing distribution and services fees paid by Class B Shares
will cause such shares to have a higher expense ratio and to pay lower
dividends, to the extent any dividends are paid, than those related to Class A
Shares. Class B Shares will automatically convert to Class A Shares eight years
after the end of the calendar month in which the shareholder's order to purchase
was accepted. The purpose of the conversion feature is to relieve the holders of
the Class B Shares that have been outstanding for a period of time sufficient
for the adviser and the Distributor to have been compensated for distribution
expenses related to the Class B Shares from most of the burden of such
distribution related expenses.

Class B Shares include all shares purchased, pursuant to the deferred sales
charge alternative, which have been outstanding for less than the period ending
eight years after the end of the month in which the shares were issued. At the
end of this period, Class B Shares will automatically convert to Class A Shares
and will no longer be subject to the higher distribution and service fees. Such
conversion will be on the basis of the relative net asset value of the two
Classes without the imposition of any sales load, fee or other charge.

For purposes of conversion to Class A, shares purchased through the
reinvestment of dividends and distributions paid in respect of Class B Shares in
a shareholder's Fund account will be considered to be held in a separate
subaccount. Each time any Class B Shares in the shareholder's Fund account
(other than those in the subaccount) convert to Class A, an equal pro rata
portion of the Class B Share dividends in the subaccount will also convert to
Class A Shares.

QUALIFIED PURCHASERS. If you fall within any one of the following categories,
you will not have to pay a sales charge on your purchase of Class A Shares: (1)
trustee, director or officer of the Phoenix Funds, the Phoenix-Engemann Funds,
Phoenix-Seneca Funds or any other mutual fund advised, subadvised or distributed
by the Adviser, Distributor or any of their corporate affiliates (an "Affiliated
Phoenix Fund"); (2) any director or officer, or any full-time employee or sales
representative (for at least 90 days) of the Adviser or Distributor; (3)
registered representatives and employees of securities dealers with whom
Distributor has sales agreements; (4) any qualified retirement plan exclusively
for persons described above; (5) any officer, director or employee of a
corporate affiliate of the Adviser or Distributor; (6) any spouse, child,
parent, grandparent, brother or sister of any person named in (1), (2), (3) or
(5) above; (7) employee benefit plans for employees of the Adviser, Distributor
and/or their corporate affiliates; (8) any employee or agent who retires from
Phoenix Home Life, Distributor and/or their corporate affiliates; (9) any
account held in the name of a qualified employee benefit plan, endowment fund or
foundation if, on the date of the initial investment, the plan, fund or
foundation has assets of $10,000,000 or more or at least 100 eligible employees;
(10) any person with a direct rollover transfer of shares from an established
Phoenix Fund or any other Affiliated Phoenix Fund qualified plan; (11) any
Phoenix Home Life separate account which funds group annuity contracts offered
to qualified employee benefit plans; (12) any state, county, city, department,
authority or similar agency prohibited by law from paying a sales charge; (13)
any fully matriculated student in any U.S. service academy; (14) any unallocated
account held by a third-party administrator,

<PAGE>

registered investment adviser, Fund company, or bank Fund department which
exercises discretionary authority and holds the account in a fiduciary, agency,
custodial or similar capacity, if in the aggregate such accounts held by such
entity equal or exceed $1,000,000; (15) any person who is investing redemption
proceeds from investment companies other than the Phoenix Funds or any other
Affiliated Phoenix Fund if, in connection with the purchases or redemption of
the redeemed shares, the investor paid a prior sales charge provided such
investor supplies verification that the redemption occurred within 90 days of
the Phoenix Fund purchase and that a sales charge was paid; (16) any deferred
compensation plan established for the benefit of any Phoenix Fund or any other
Affiliated Phoenix Fund trustee or director; provided that sales to persons
listed in (1) through (16) above are made upon the written assurance of the
purchaser that the purchase is made for investment purposes and that the shares
so acquired will not be resold except to the Fund; (17) purchasers of Class A
Shares bought through investment advisers and financial planners who charge an
advisory, consulting or other fee for their services and buy shares for their
own accounts or the accounts of their clients; (18) retirement plans and
deferred compensation plans and trusts used to fund those plans (including, for
example, plans qualified or created under sections 401(a), 403(b) or 457 of the
Internal Revenue Code), and "rabbi trusts" that buy shares for their own
accounts, in each case if those purchases are made through a broker or agent or
other financial intermediary that has made special arrangements with the
Distributor for such purchases; (19) 401(k) participants in the Merrill Lynch
Daily K Plan (the "Plan") if the Plan has at least $3 million in assets or 500
or more eligible employees; (20) clients of investment advisors or financial
planners who buy shares for their own accounts but only if their accounts are
linked to a master account of their investment advisor or financial planner on
the books and records of the broker, agent or financial intermediary with which
the Distributor has made such special arrangements (each of the investors
described in (17) through (20) may be charged a fee by the broker, agent or
financial intermediary for purchasing shares).

COMBINATION PURCHASE PRIVILEGE. Your purchase of any class of shares of this
or any other Affiliated Phoenix Fund (other than Phoenix Money Market Fund
Series Class A Shares), if made at the same time by the same "person," will be
added together to determine whether the combined sum entitles you to an
immediate reduction in sales charges. A "person" is defined in this and the
following sections as (a) any individual, their spouse and minor children
purchasing shares for his or their own account (including an IRA account)
including his or their own trust; (b) a trustee or other fiduciary purchasing
for a single trust, estate or single fiduciary account (even though more than
one beneficiary may exist); (c) multiple employer trusts or Section 403(b) plans
for the same employer; (d) multiple accounts (up to 200) under a qualified
employee benefit plan or administered by a third party administrator; or (e)
trust companies, bank trust departments, registered investment advisers, and
similar entities placing orders or providing administrative services with
respect to funds over which they exercise discretionary investment authority and
which are held in a fiduciary, agency, custodial or similar capacity, provided
all shares are held of record in the name, or nominee name, of the entity
placing the order.

An "Affiliated Phoenix Fund" means any other mutual fund advised, subadvised
or distributed by the Adviser or Distributor or any corporate affiliate of
either or both the Adviser and Distributor provided such other mutual fund
extends reciprocal privileges to shareholders of the Phoenix Fund.

LETTER OF INTENT. If you sign a Letter of Intent, your purchase of any class
of shares of this or any other Affiliated Phoenix Fund (other than Phoenix Money
Market Fund Series Class A Shares), if made by the same person within a 13-month
period, will be added together to determine whether you are entitled to an
immediate reduction in sales charges. Sales charges are reduced based on the
overall amount you indicate that you will buy under the Letter of Intent. The
Letter of Intent is a mutually non-binding arrangement between you and the
Distributor. Since the Distributor doesn't know whether you will ultimately
fulfill the Letter of Intent, shares worth 5% of the amount of each purchase
will be set aside until you fulfill the Letter of Intent. When you buy enough
shares to fulfill the Letter of Intent, these shares will no longer be
restricted. If, on the other hand, you do not satisfy the Letter of Intent, or
otherwise wish to sell any restricted shares, you will be given the choice of
either buying enough shares to fulfill the Letter of Intent or paying the
difference between any sales charge you previously paid and the otherwise
applicable sales charge based on the intended aggregate purchases described in
the Letter of Intent. You will be given 20 days to make this decision. If you do
not exercise either election, the Distributor will automatically redeem the
number of your restricted shares needed to make up the deficiency in sales
charges received. The Distributor will redeem restricted Class A Shares before B
Shares, respectively. Oldest shares will be redeemed before selling newer
shares. Any remaining shares will then be deposited to your account.

RIGHT OF ACCUMULATION. Your purchase of any class of shares of this or any
other Affiliated Phoenix Fund, if made over time by the same person may be added
together to determine whether the combined sum entitles you to a prospective
reduction in sales charges. You must provide certain account information to the
Distributor to exercise this right.

ASSOCIATIONS. Certain groups or associations may be treated as a "person" and
qualify for reduced Class A share sales charges. The group or association must:
(1) have been in existence for at least six months; (2) have a legitimate
purpose other than to purchase mutual fund shares at a reduced sales charge; (3)
work through an investment dealer; or (4) not be a group whose sole reason for
existing is to consist of members who are credit card holders of a particular
company, policyholders of an insurance company, customers of a bank or a
broker-dealer or clients of an investment adviser.

<PAGE>

CLASS B SHARES--WAIVER OF SALES CHARGES
The CDSC is waived on the redemption (sale) of Class B Shares if the
redemption is made (a) within one year of death (i) of the sole shareholder on
an individual account, (ii) of a joint tenant where the surviving joint tenant
is the deceased's spouse, or (iii) of the beneficiary of a Uniform Gifts to
Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial
account; (b) within one year of disability, as defined in Code Section 72(m)(7);
(c) as a mandatory distribution upon reaching age 70 1/2 under any retirement
plan qualified under Code Sections 401, 408 or 403(b) or resulting from the
tax-free return of an excess contribution to an IRA; (d) by 401(k) plans using
an approved participant tracking system for participant hardships, death,
disability or normal retirement, and loans which are subsequently repaid; (e)
from the Merrill Lynch Daily K Plan ("Plan") invested in Class B Shares, in
which such shares the Distributor has not paid the dealer the Class B sales
commission; (f) based on the exercise of exchange privileges among Class B
Shares of this or any other Affiliated Phoenix Fund; (g) based on any direct
rollover transfer of shares from an established Affiliated Phoenix Fund
qualified plan into an Affiliated Phoenix Fund IRA by participants terminating
from the qualified plan; and (h) based on the systematic withdrawal program. If,
as described in condition (a) above, an account is transferred to an account
registered in the name of a deceased's estate, the CDSC will be waived on any
redemption from the estate account occurring within one year of the death. If
the Class B Shares are not redeemed within one year of the death, they will
remain subject to the applicable CDSC.

CONVERSION FEATURES--CLASS B SHARES
Class B Shares will automatically convert to Class A Shares of the same
Portfolio eight years after they are purchased. Conversion will be on the basis
of the then-prevailing net asset value of Class A and B Shares. There is no
sales load, fee or other charge for this feature. Class B Shares acquired
through dividend or distribution reinvestments will be converted into Class A
Shares at the same time that other Class B Shares are converted based on the
proportion that the reinvested shares bear to purchased Class B Shares. The
conversion feature is subject to the continuing availability of an opinion of
counsel or a ruling of the Internal Revenue Service that the assessment of the
higher distribution fees and associated costs with respect to Class B Shares
does not result in any dividends or distributions constituting "preferential
dividends" under the Code, and that the conversion of shares does not constitute
a taxable event under federal income tax law. If the conversion feature is
suspended, Class B Shares would continue to be subject to the higher
distribution fee for an indefinite period. Even if the Fund was unable to obtain
such assurances, it might continue to make distributions if doing so would
assist in complying with its general practice of distributing sufficient income
to reduce or eliminate federal taxes otherwise payable by the Fund.

INVESTOR ACCOUNT SERVICES

The Funds offer accumulation plans, withdrawal plans and reinvestment and
exchange privileges. Certain privileges may not be available in connection with
all classes. In most cases, changes to account services may be accomplished over
the phone. Inquiries regarding policies and procedures relating to shareholder
account services should be directed to Shareholder Services at (800) 243-1574.

EXCHANGES
Under certain circumstances, shares of any Affiliated Phoenix Fund may be
exchanged for shares of the same Class of another Affiliated Phoenix Fund on the
basis of the relative net asset values per share at the time of the exchange.
Exchanges are subject to the minimum initial investment requirement of the
designated Fund or Series, except if made in connection with the Systematic
Exchange privilege. Shareholders may exchange shares held in book-entry form for
an equivalent number (value) of the same Class of shares of any other Affiliated
Phoenix Fund, if currently offered. Exchanges will be based upon each fund's net
asset value per share next computed after the close of business, without sales
charge. On exchanges with share classes that carry a contingent deferred sales
charge, the CDSC schedule of the original shares purchased continues to apply.
The exchange of shares is treated as a sale and purchase for federal income tax
purposes (see also "Dividends, Distributions and Taxes").

SYSTEMATIC EXCHANGES. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same Class of shares of another Affiliated Phoenix Fund automatically on a
monthly, quarterly, semiannual or annual basis or may cancel this privilege at
any time. If you maintain an account balance of at least $5,000, or $2,000 for
tax qualified retirement benefit plans (calculated on the basis of the net asset
value of the shares held in a single account), you may direct that shares be
automatically exchanged at predetermined intervals for shares of the same Class
of another Affiliated Phoenix Fund. This requirement does not apply to Phoenix
"Self Security" program participants. Systematic exchanges will be executed upon
the close of business on the 10th day of each month or the next succeeding
business day. Systematic exchange forms are available from the Distributor.

DIVIDEND REINVESTMENT ACROSS ACCOUNTS
If you maintain an account balance of at least $5,000, or $2,000 for tax
qualified retirement benefit plans (calculated on the basis of the net asset
value of the shares held in a single account), you may direct that any dividends
and distributions paid with respect to shares in that account be automatically
reinvested in a single account of one of the other Affiliated Phoenix Funds at
net asset value. You should obtain a current prospectus and consider the
objectives and policies of each fund carefully before

<PAGE>

directing dividends and distributions to another fund. Reinvestment election
forms and prospectuses are available from Equity Planning. Distributions may
also be mailed to a second payee and/or address. Requests for directing
distributions to an alternate payee must be made in writing with a signature
guarantee of the registered owner(s). To be effective with respect to a
particular dividend or distribution, notification of the new distribution option
must be received by the Transfer Agent at least three days prior to the record
date of such dividend or distribution. If all shares in your account are
repurchased or redeemed or transferred between the record date and the payment
date of a dividend or distribution, you will receive cash for the dividend or
distribution regardless of the distribution option selected.

INVEST-BY-PHONE
This expedited investment service allows a shareholder to make an investment
in an account by requesting a transfer of funds from the balance of their bank
account. Once a request is phoned in, Equity Planning will initiate the
transaction by wiring a request for monies to the shareholder's commercial bank,
savings bank or credit union via Automated Clearing House (ACH). The
shareholder's bank, which must be an ACH member, will in turn forward the monies
to Equity Planning for credit to the shareholder's account. ACH is a
computer-based clearing and settlement operation established for the exchange of
electronic transactions among participating depository institutions.

To establish this service, please complete an Invest-by-Phone Application and
attach a voided check if applicable. Upon Equity Planning's acceptance of the
authorization form (usually within two weeks) shareholders may call toll free
(800) 367-5877 prior to 3:00 p.m. (New York time) to place their purchase
request. Instructions as to the account number and amount to be invested must be
communicated to Equity Planning. Equity Planning will then contact the
shareholder's bank via ACH with appropriate instructions. The purchase is
normally credited to the shareholder's account the day following receipt of the
verbal instructions. The Fund may delay the mailing of a check for redemption
proceeds of Fund shares purchased with a check or via Invest-by-Phone service
until the Fund has assured itself that good payment has been collected for the
purchase of the shares, which may take up to 15 days. The Fund and Equity
Planning reserve the right to modify or terminate the Invest-by-Phone service
for any reason or to institute charges for maintaining an Invest-by-Phone
account.

SYSTEMATIC WITHDRAWAL PROGRAM
The Systematic Withdrawal Program allows you to periodically redeem a portion
of your account on a predetermined monthly, quarterly, semiannual or annual
basis. A sufficient number of full and fractional shares will be redeemed so
that the designated payment is made on or about the 20th day of the month.
Shares are tendered for redemption by the Transfer Agent, as agent for the
shareowner, on or about the 15th of the month at the closing net asset value on
the date of redemption. The Systematic Withdrawal Program also provides for
redemptions to be tendered on or about the 10th, 15th or 25th of the month with
proceeds to be directed through Automated Clearing House (ACH) to your bank
account. In addition to the limitations stated below, withdrawals may not be
less than $25 and minimum account balance requirements shall continue to apply.

Shareholders participating in the Systematic Withdrawal Program must own
shares of a Fund worth $5,000 or more, as determined by the then current net
asset value per share, and elect to have all dividends reinvested. The purchase
of shares while participating in the withdrawal program will ordinarily be
disadvantageous to the Class A Shares investor since a sales charge will be paid
by the investor on the purchase of Class A Shares at the same time as other
shares are being redeemed. For this reason, investors in Class A Shares may not
participate in an automatic investment program while participating in the
Systematic Withdrawal Program.

Through the Program, Class B shareholders may withdraw up to 1% of their
aggregate net investments (purchases, at initial value, to date net of
non-Program redemptions) each month or up to 3% of their aggregate net
investments each quarter without incurring otherwise applicable contingent
deferred sales charges. Class B shareholders redeeming more shares than the
percentage permitted by the withdrawal program will be subject to any applicable
contingent deferred sales charge on all shares redeemed. Accordingly, the
purchase of Class B Shares will generally not be suitable for an investor who
anticipates withdrawing sums in excess of the above limits shortly after
purchase.

HOW TO REDEEM SHARES

Under the 1940 Act, payment for shares redeemed must ordinarily be made
within seven days after tender. The right to redeem shares may be suspended and
payment therefor postponed during periods when the New York Stock Exchange is
closed, other than customary weekend and holiday closings, or if permitted by
rules of the Securities and Exchange Commission, during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for the Trust to dispose of its securities or to determine fairly the value of
its net assets or during any other period permitted by order of the Securities
and Exchange Commission for the protection of investors. Furthermore, the
Transfer Agent will not mail redemption proceeds until checks received for
shares purchased have cleared, which may take up to 15 days or more after
receipt of the check. See the Funds' current Prospectus for further information.

<PAGE>

deemed to have received a purchase or redemption order when an authorized broker
or, if applicable, a broker's authorized designee, accepts the order. Customer
orders will be priced at the Funds' net asset values next computed after they
are accepted by an authorized broker or the broker's authorized designee.

Redemptions by Class B shareholders will be subject to the applicable
deferred sales charge, if any.

REDEMPTION OF SMALL ACCOUNTS
Each shareholder account in the Funds which has been in existence for at
least one year and has a value of less than $200 may be redeemed upon the giving
of not less than 30 days written notice to the shareholder mailed to the address
of record. During the 60 day period, the shareholder has the right to add to the
account to bring its value to $200 or more. See the Funds' current Prospectus
for more information.

BY MAIL
Shareholders may redeem shares by making written request, executed in the
full name of the account, directly to Phoenix Funds c/o State Street Bank and
Trust Company, P.O. Box 8301, Boston, MA 02266-8301. However, when certificates
for shares are in the possession of the shareholder, they must be mailed or
presented, duly endorsed in the full name of the account, with a written request
to Equity Planning that the Trust redeem the shares. See the Funds' current
Prospectus for more information.

TELEPHONE REDEMPTIONS
Shareholders who do not have certificated shares may redeem up to $50,000
worth of their shares by telephone. See the Funds' current Prospectus for
additional information.

REDEMPTION IN KIND
To the extent consistent with state and federal law, the Fund may make
payment of the redemption price either in cash or in kind. However, the Fund has
elected to pay in cash all requests for redemption by any shareholder of record,
limited in respect to each shareholder during any 90-day period to the lesser of
$250,000 or 1% of the net asset value of the Fund at the beginning of such
period. This election has been made pursuant to Rule 18f-1 under the Investment
Company Act of 1940 and is irrevocable while the Rule is in effect unless the
Securities and Exchange Commission, by order, permits the withdrawal thereof. In
case of a redemption in kind, securities delivered in payment for shares would
be readily marketable and valued at the same value assigned to them in computing
the net asset value per share of the Fund. A shareholder receiving such
securities would incur brokerage costs when he sold the securities.

REINVESTMENT PRIVILEGE
Shareholders who may have overlooked features of their investment at the time
they redeemed have a privilege of reinvestment of their investment at net asset
value. See the Funds' current Prospectus for more information and conditions
attached to this privilege.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund intends to remain qualified as a regulated investment company under
certain provisions of the Internal Revenue Code, as amended ("Code"). Under such
provisions, the Funds will not be subject to federal income tax on such part of
its ordinary income and net realized capital gains which it distributes to
shareholders provided it meets certain distribution requirements. To qualify for
treatment as a regulated investment company, the Funds generally must, among
other things, derive in each taxable year at least 90% of its gross income from
dividends, interest and gains from the sale or disposition of securities. If, in
any taxable year, each Fund does not qualify as a regulated investment company
all of the Funds' taxable income will be taxed to the Funds at corporate rates.

The Code imposes a 4% nondeductible excise tax on a regulated investment
company, if it does not distribute to its shareholders during the calendar year
an amount equal to 98% of its net ordinary income, with certain adjustments,
plus 98% of each Fund's net capital gains for the 12-month period ending on
October 31 of such calendar year. In addition, an amount equal to any
undistributed investment company taxable income or capital gain net income from
the previous reporting year must also be distributed to avoid the excise tax.
The excise tax is imposed on the amount by which the regulated investment
company does not meet the foregoing distribution requirements. If each Fund has
taxable income that would be subject to the excise tax, each Fund intends to
distribute such income so as to avoid payment of the excise tax.

Under another provision of the Code, any dividend declared by the Funds to
shareholders of record in October, November or December of any year will be
deemed to have been received by, and will be taxable to shareholders as of
December 31, provided that the dividend is actually paid by the Funds in January
of the following year.

Under certain circumstances, the sales charge incurred in acquiring shares of
the Funds may not be taken into account in determining the gain or loss on the
disposition of those shares. This rule applies where shares of the Funds are
disposed of

<PAGE>

within 90 days after the date on which they were acquired and new shares of a
regulated investment company are acquired without a sales charge or at a reduced
sales charge. In that case, the gain or loss realized on the disposition will be
determined by excluding the charge incurred in a acquiring those shares. This
exclusion applies to the extent that the otherwise applicable sales charge with
respect to the newly acquired shares is reduced as a result of the shareholder
having incurred a sales charge initially. The portion of the sales charge
affected by this rule will be treated as a sales charge paid of the new shares.

Distributions by the Funds reduce the net asset value of each Fund's shares.
Should a distribution reduce the net asset value of a share below a
shareholder's cost for the share, such a distribution nevertheless generally
would be taxable to the shareholder as ordinary income or long-term capital
gain, even though, from an investment standpoint, it may constitute a partial
return of capital. In particular, investors should be careful to consider the
tax implications of buying shares just prior to a distribution by the Funds. The
price of shares purchased at that time may include the amount of the forthcoming
distribution, but the distribution generally would be taxable to them.

Some shareholders may be subject to withholding of Federal income tax on
dividends and redemption payments from the Funds backup withholding at the rate
of 31%. Corporate shareholders and certain other shareholders specified in the
Code generally are exempt from such backup withholding. Generally, shareholders
subject to backup withholding will be (i) those for whom a certified taxpayer
identification number is not on file with the Funds, (ii) those about whom
notification has been received (either by the shareholder or the Funds) from the
IRS that they are subject to backup withholding or (iii) those who, to the
Funds' knowledge, have furnished an incorrect taxpayer identification number.
Generally, to avoid backup withholding, an investor must, as the time an account
is opened, certify under penalties of perjury that the taxpayer identification
number furnished is correct and that he or she is not subject to backup
withholding.

Each Fund may invest in certain debt securities that are originally issued or
acquired at a discount. Special rules apply under the Code to the recognition of
income with respect to such debt securities. Under the special rules, each Fund
my recognize income for tax purposes without a corresponding current receipt of
cash. In addition, gain on a disposition of a dept security subject to the
special rules may be treated wholly or partially as ordinary income, not capital
gain.

The Funds intend to accrue dividend income for Federal income tax purposes in
accordance with the rules applicable to regulated investment companies. In some
cases, these rules may have the effect of accelerating (in comparison to other
recipients of the dividend) the time at which the dividend is taken into account
by the Funds as taxable income.

Transactions in options on stock indexes are subject to the Code rules of
section 1256. Pursuant to these rules, such options, whether sold by the Funds
during a taxable year or held by the Funds at the close of its taxable year,
will be treated as if sold for their market value. Generally, 60% of any net
gain or loss recognized on the deemed sale, as well as 60% of the gain or loss
with respect to any actual termination (including expiration), will be treated
as long-term capital gain or loss and the remaining 40% will be treated as
short-term capital gain or loss.

In order to qualify under Part I of Subchapter M, the Funds may be restricted
from certain activities, including (i) writing of options on securities which
have been held less than three months, (ii) writing of options which expire in
less than three months, and (iii) effecting closing purchase transactions with
respect to options which have been written less than three months prior to such
transactions.

The Funds may be subject to tax on dividend or interest income received from
securities of non-U.S. issuers withheld by a foreign country at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Funds to a reduced rate of tax or exemption from tax on income. It
is impossible to determine the effective rate of foreign tax in advance since
the amount of the Funds' assets to be invested within various countries is not
know. The Funds intend to operate so as to quality for treaty tax benefits where
applicable. To the extent that the Funds are liable for foreign income taxes
withheld at the source, the Funds may operate so as to meet the requirements of
the Code to "pass through" to the Funds' shareholders tax benefits attributable
to foreign income taxes paid by the Funds. If more than 50% of the value of the
Funds' total assets at the close of its taxable year is comprised of securities
issued by foreign corporations, the Funds may elect with the IRS to "pass
through" to the Funds' shareholders the amount of foreign income taxes paid by
the Funds. Pursuant to this election, shareholders will be required to (i)
include in gross income, even though not actually received, their respective pro
rata share of foreign taxes paid by the Funds; (ii) treat their pro rata share
of foreign taxes as paid by them; (iii) either deduct their pro rata share of
foreign taxes in computing their taxable income, or use such share as foreign
tax credit against U.S. income tax (but not both). No deduction for foreign
taxes may be claimed by a non-corporate shareholder who does not itemize
deductions. The Funds may meet the requirements to "pass through" to its
shareholders foreign income taxes paid, but there can be no assurance that the
Funds will be able to do so. Each shareholder will be notified within 60 days
after the close of each taxable year of the Funds if the foreign taxes paid by
the Funds will "pass through" for that year, and, if so, the amount of each
shareholder's pro rata share (by country) of (i) the foreign taxes paid and (ii)
the Funds' gross income from foreign sources. Shareholders who are not liable
for Federal income taxes will not be affected by such "pass through" of foreign
tax credits.

If the Funds invest in stocks of certain passive foreign investment
companies, the Funds may be subject to U.S. Federal income taxation on a portion
of the "excess distribution" with respect to, or gain from, the disposition of
such stock. The tax

<PAGE>

would be determined by allocating such distribution or gain ratably to each day
of the Funds' holding period for the stock. The distribution or gain so
allocated to any taxable year of the excess distribution or disposition would be
taxed to the Funds at the highest ordinary income rate in effect for such year,
and the tax would be further increased by an interest charge to reflect the
value of the tax deferral deemed to have resulted from ownership of foreign
company's stock. Any amount of distribution or gain allocated to the taxable
year of the distribution or disposition would be included in the Funds'
investment company taxable income and, accordingly, would not be taxable to the
Funds to the extent distributed by the Funds as a dividend to its shareholder.

The foregoing is a general summary of the applicable provisions of the Code
and Treasury Regulations presently in effect. For the complete provisions,
reference should be made to the pertinent Code sections and the Treasury
Regulations promulgated thereunder. The Code and these Treasury Regulations are
subject to change by legislative or administrative action either prospectively
or retroactively. Distributions and the transactions referred to above may be
subject to state and local income tax, and the treatment thereof may differ from
the Federal tax treatment discussed herein. Shareholders are advised to consult
with their tax advisor or attorney.

IMPORTANT NOTICE REGARDING TAXPAYER IRS CERTIFICATION
Pursuant to IRS Regulations, the Funds may be required to withhold 31% of all
reportable payments including any taxable dividends, capital gains distributions
or share redemption proceeds, for an account which does not have a taxpayer
identification number or social security number and certain required
certifications. The Funds reserve the right to refuse to open an account for any
person failing to provide a taxpayer identification number along with the
required certifications.

Each Fund will furnish its shareholders, within 31 days after the end of the
calendar year, with information which is required by the Internal Revenue
Service for preparing income tax returns.

Investors are urged to consult their attorney or tax adviser regarding
specific questions as to federal, foreign, state or local taxes.

TAX SHELTERED RETIREMENT PLANS

Shares of the Fund are offered in connection with the following qualified
prototype retirement plans: IRA, Rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA,
401(k), Profit-Sharing, Money Purchase Pension Plans and 403(b) Retirement
Plans. Write or call Equity Planning (800) 243-4361 for further information
about the plans.

MERRILL LYNCH DAILY K PLAN
Class A Shares of a Fund are made available to Merrill Lynch Daily K Plan
(the "Plan") participants at NAV without an initial sales charge if:

(i) the Plan is recordkept on a daily valuation basis by Merrill Lynch and,
on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in broker/dealer
funds not advised or managed by Merrill Lynch Asset Management L.P. ("MLAM")
that are made available pursuant to a Service Agreement between Merrill Lynch
and the fund's principal underwriter or distributor and in funds advised or
managed by MLAM (collectively, the "Applicable Investments");

(ii) the Plan is recordkept on a daily valuation basis by an independent
recordkeeper whose services are provided through a contract or alliance
arrangement with Merrill Lynch, and, on the date the Plan Sponsor signs the
Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more
in assets, excluding money market funds, invested in Applicable Investments; or

(iii) the Plan has 500 or more eligible employees, as determined by a Merrill
Lynch plan conversion manager, on the date the Plan Sponsor signs the Merrill
Lynch Recordkeeping Service Agreement.

Alternatively, Class B Shares of a Fund are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the requirements
for eligibility set forth in (i) through (iii) above but either does not meet
the $3 million asset threshold or does not have 500 or more eligible employees.

Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing in
Class B Shares of a Fund convert to Class A Shares once the Plan has reached $5
million invested in Applicable Investments, or after the normal holding period
of seven years from the initial date of purchase.

THE DISTRIBUTOR

Phoenix Equity Planning Corporation (the "Equity Planning" or "Distributor"),
an indirect, less than wholly-owned subsidiary of Phoenix Home Life and an
affiliate of PIC, serves as Distributor for the Funds. The address of the
Distributor is 100 Bright Meadow Blvd., P.O. Box 2200, Enfield, Connecticut
06083-2200. The Distributor conducts a continuous offering pursuant to a "best
efforts" arrangement requiring the Distributor to take and pay for only such
securities as may be sold to the

<PAGE>

public. During the fiscal years 1997, 1998 and 1999, purchasers of Fund shares
paid aggregate sales charges of $_______, $_________ and $________,
respectively, of which the Distributor for the Funds received net commissions of
$_______, $________ and $________, respectively, for its services, the balance
being paid to dealers. For the fiscal year ended July 31, 1999, the Distributor
received net commissions of $3,008 for Class A Shares and deferred sales charges
of $89,663 for Class B Shares.

The Underwriting Agreement may be terminated at any time upon not more than
60 days written notice, without payment of a penalty, by the Distributor, by
vote of a majority of the outstanding voting securities of the Trust, or by vote
of a majority of the Trustees who are not "interested persons" of the Trust and
who have no direct or indirect financial interest in the operation of the
Distribution Plans or in any related agreements. The Underwriting Agreement will
terminate automatically in the event of its assignment.

DEALER CONCESSIONS
Dealers with whom the Distributor has entered into sales agreements receive a
discount or commission as described below.

<TABLE>
<CAPTION>
Amount of
Transaction Sales Charge as a percentage Sales Charge as a percentage Dealer Discount
at Offering Price of Offering Price of Amount Invested Percentage of Offering Price
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Under $50,000 4.75% 4.99% 4.25%
$50,000 but under $100,000 4.50 4.71 4.00
$100,000 but under $250,000 3.50 3.63 3.00
$250,000 but under $500,000 3.00 3.09 2.75
$500,000 but under $1,000,000 2.00 2.04 1.75
$1,000,000 or more None None None
</TABLE>

In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares sold by such dealers. This sales commission will
not be paid to dealers for sales of Class B Shares purchased by 401(k)
participants of the Merrill Lynch Daily K Plan (the "Plan") due to waiver of the
CDSC for these Plan participants' purchases. Your broker, dealer or investment
adviser may also charge you additional commissions or fees for their services in
selling shares to you provided they notify the Distributor of their intention to
do so.

Dealers and other entities who enter into special arrangements with the
Distributor may receive compensation for the sale and promotion of shares of the
Fund and/or for providing other shareholder services. Such fees are in addition
to the sales commissions referenced above and may be based upon the amount of
sales of fund shares by a dealer; the provision of assistance in marketing of
fund shares; access to sales personnel and information dissemination services;
provision of recordkeeping and administrative services to qualified employee
benefit plans; and other criteria as established by the Distributor. Depending
on the nature of the services, these fees may be paid either from the Fund
through distribution fees, service fees or transfer agent fees or in some cases,
the Distributor may pay certain fees from its own profits and resources. From
its own profits and resources, the Distributor does intend to: (a) sponsor
training and educational meetings and provide additional compensation to
qualifying dealers in the form of trips, merchandise or expense reimbursements;
(b) from time to time, pay special incentive and retention fees to qualified
wholesalers, registered financial institutions and third-party marketers; (c)
pay broker/dealers an amount equal to 1% of the first $3 million of Class A
Share purchases by an account held in the name of a qualified employee benefit
plan with at least 100 eligible employees, 0.50% on the next $3 million, plus
0.25% on the amount in excess of $6 million; and (d) excluding purchases as
described in (c) above, pay broker/dealers an amount equal to 1% of the amount
of Class A Shares sold above $1 million but under $3 million, 0.50% on the next
$3 million, plus 0.25% on the amount in excess of $6 million. If part or all of
such investment, including investments by qualified employee benefit plans, is
subsequently redeemed within one year of the investment date, the broker/dealer
will refund to the Distributor such amounts paid with respect to the investment.
In addition, the Distributor may pay the entire applicable sales charge on
purchases of Class A Shares to selected dealers and agents. From its own profits
and resources, the Distributor intends to pay the following additional
compensation to Merrill Lynch, Pierce, Fenner & Smith, Inc.: 0.25% on sales of
Class A and B shares, 0.10% on sales of Class A shares sold at net asset value,
and 0.10% annually on the average daily net asset value of fund shares on which
Merrill Lynch is broker of record and which such shares exceed the amount of
assets on which Merrill Lynch is broker of record as of July 1, 1999. Any dealer
who receives more than 90% of a sales charge may be deemed to be an
"underwriter" under the Securities Act of 1933. Equity Planning reserves the
right to discontinue or alter such fee payment plans at any time.

ADMINISTRATIVE SERVICES
Equity Planning also acts as financial agent of the Trust and as such
performs bookkeeping and pricing functions for the Funds. For services as
financial agent, Equity Planning will be paid a fee equal to the sum of (1) the
documented cost of fund accounting and related services provided by PFPC, Inc.,
as subagent, to the financial agent, plus (2) the documented cost of the
financial agent to provide financial reporting and tax services and oversight of
the subagent's performance. The current fee

<PAGE>

schedule of PFPC, Inc. is based upon the average of the aggregate daily net
asset values of each Fund, at the following incremental annual rates:

First $200 million .085%
$200 million to $400 million .05%
$400 million to $600 million .03%
$600 million to $800 million .02%
$800 million to $1 billion .015%
Greater than $1 billion .0125%

Percentage rates are applied to the aggregate daily net asset values of the
Funds. PFPC, Inc. also charges minimum fees and additional fees for each
additional class of fund shares. Equity Planning retains PFPC, Inc. as subagent
for each of the funds for which Equity Planning serves as financial agent. PFPC,
Inc. agreed to a modified fee structure and waived certain charges. Because
PFPC, Inc.'s arrangement would have favored smaller funds over larger funds,
Equity Planning reallocates PFPC, Inc.'s overall asset-based charges among all
funds for which it serves as financial agent on the basis of the relative net
assets of each fund. As a result, the PFPC, Inc. charges to the Funds are
expected to be slightly less than the amount that would be found through direct
application of the table illustrated above. For its services during the Trust's
fiscal year ended July 31, 1999, Equity Planning received $84,928.

DISTRIBUTION PLANS

The Trust has adopted separate amended and restated distribution plans under
Rule 12b-1 of the 1940 Act for each Class of Shares of each Fund of the Trust
(the "Class A Plan," the "Class B Plan," and collectively the "Plans"). The
Plans permit the Trust to reimburse the Distributor for expenses incurred in
connection with activities intended to promote the sale of shares of each Class
of Shares of the Trust and to pay the Distributor for providing shareholder
services.

Pursuant to the Plans, the Funds will pay the Distributor 0.25% annually of
the average daily net assets of the Funds for furnishing services to
shareholders (the "Service Fee") and will reimburse the Distributor for actual
expenses of the Distributor up to 0.75% of the average daily net assets of the
Funds' Class B Shares, respectively. Expenditures under the Plans shall consist
of: (i) commissions to sales personnel for selling shares of the Funds
(including underwriting fees and financing expenses incurred in connection with
the payment of commissions); (ii) compensation, sales incentives and payments to
sales, marketing and service personnel; (iii) payments to broker-dealers and
other financial institutions which have entered into agreements with the
Distributor in the form of the Dealer Agreement for Phoenix Funds for services
rendered in connection with the sale and distribution of shares of the Funds;
(iv) payment of expenses incurred in sales and promotional activities, including
advertising expenditures related to the Funds; (v) the costs of preparing and
distributing promotional materials; (vi) the cost of printing the Funds'
Prospectus and Statement of Additional Information for distribution to potential
investors; and (vii) such other similar services that the Trustees determine are
reasonably calculated to result in the sale of shares of the Funds.

From the Service Fee the Distributor expects to pay a quarterly fee to
qualifying broker/dealer firms, as compensation for providing personal services
and/or the maintenance of shareholder accounts, with respect to shares sold by
such firms. This fee will not exceed on an annual basis 0.25% of the average
annual net asset value of such shares, and will be in addition to sales charges
on Fund shares which are reallowed to such firms. To the extent that the entire
amount of the Service Fee is not paid to such firms, the balance will serve as
compensation for personal and account maintenance services furnished by the
Distributor.

From its own resources or pursuant to the Plan, and subject to the dealers'
prior approval, the Distributor may provide additional compensation to
registered representatives of dealers in the form of travel expenses, meals, and
lodging associated with training and educational meetings sponsored by the
Distributor. The Distributor may also provide gifts amounting in value to less
than $100, and occasional meals or entertainment, to registered representatives
of dealers. Any such travel expenses, meals, lodging, gifts or entertainment
paid will not be preconditioned upon the registered representatives' or dealers'
achievement of a sales target. The Distributor may, from time to time, reallow
the entire portion of the sales charge on Class A shares which it normally
retains to individual selling dealers. However, such additional reallowance
generally will be made only when the selling dealer commits to substantial
marketing support such as internal wholesaling through dedicated personnel,
internal communications and mass mailings.

In order to receive payments under the Plans, participants must meet such
qualifications to be established in the sole discretion of the Distributor, such
as services to the Funds' shareholders; or services providing the Funds with
more efficient methods of offering shares to coherent groups of clients, members
or prospects of a participant; or services permitting bulking of purchases or
sales, or transmission of such purchases or sales by computerized tape or other
electronic equipment; or other processing.

The fee received by the Distributor under the early years of the Plans is not
likely to reimburse the Distributor for the total distribution expenses it will
actually incur as a result of the Funds having fewer assets and the Distributor
incurring greater promotional expenses during the start-up phase. No amounts
paid or payable by the Funds under the Plan for Class A Shares

<PAGE>

may be used to pay for, or reimburse payment for, sales or promotional services
or activities unless such payment or reimbursement takes place prior to the
earliest of (a) the last day of the one-year period commencing on the last day
of the calendar quarter during which the specific service or activity was
performed, or (b) the last day of the one-year period commencing on the last day
of the calendar quarter during which payment for the services or activity was
made by a third party on behalf of the Funds. The other Plans, however, do not
limit the reimbursement of distribution-related expenses to expenses incurred in
specified time periods. If the Plans are terminated in accordance with their
terms, the obligations of the Funds to make payments to the Distributor pursuant
to the Plans will cease and the Funds will not be required to make any payments
past the date on which each Plan terminates.

On a quarterly basis, the Trustees review a report on expenditures under the
Plans and the purposes for which expenditures were made. The Trustees conduct an
additional, more extensive review annually in determining whether the Plans will
be continued. By its terms, continuation of the Plans from year to year is
contingent on annual approval by a majority of the Trustees and by a majority of
the Trustees who are not "interested persons" (as defined in the 1940 Act) and
who have no direct or indirect financial interest in the operation of the Plans
or any related agreements (the "Plan Trustees"). The Plans provide that they may
not be amended to increase materially the costs which the Funds may bear
pursuant to the Plans without approval of the shareholders of the Funds and that
other material amendments to the Plans must be approved by a majority of the
Plan Trustees by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plans further provide that while they are in
effect, the selection and nomination of Trustees who are not "interested
persons" shall be committed to the discretion of the Trustees who are not
"interested persons." The Plans may be terminated at any time by vote of a
majority of the Plan Trustees or a majority of the outstanding shares of the
relevant Class of the Trust.

For the fiscal year ended July 31, 1999, the Funds paid Rule 12b-1 Fees in
the amount of $______, of which the principal underwriter received $_______,
W.S. Griffith & Co., Inc., an affiliate, received $_______ and unaffiliated
broker-dealers received $_______. 12b-1 Fees paid by the Funds during last
fiscal year were spent on: (1) advertising, $_______; (2) printing and mailing
of prospectuses to other than current shareholders, $______; (3) compensation to
dealers, $______; (4) compensation to sales personnel, $_______; (5) service
costs, $________ and (6) other, $______. The Distributor's expenses from selling
and servicing Class B Shares may be more than the payments received from
contingent deferred sales charges collected on redeemed shares and from the Fund
under the Class B Plan. Those expenses may be carried over and paid in future
years. At December 31, 1998, the end of the last Plan year, the Distributor had
incurred unreimbursed expenses under the Class B Plan of $________ (equal to
___% of the Fund's net assets) which have been carried over into the present
Class B Plan year.

No interested person of the Fund and no Director who is not an interested
person of the Fund, as that term is defined in the Investment Company Act of
1940, had any direct or indirect financial interest in the operation of the
Plans.

The National Association of Securities Dealers, Inc. (the "NASD") regards
certain distribution fees as asset-based sales charges subject to NASD sales
load limits. The NASD's maximum sales charge rule may require the Trustees to
suspend distribution fees or amend the Plans.

MANAGEMENT OF THE TRUST

The Trust is an open-end management investment company known as a mutual
fund. The Trustees of the Trust ("Trustees") are responsible for the overall
supervision of the Trust and perform duties imposed on Trustees by the
Investment Company Act and Massachusetts business trust law.

TRUSTEES AND OFFICERS

The following table sets forth information concerning the Trustees and
executive officers of the Funds, including their principal occupations during
the past five years. Unless otherwise noted, the address of each Trustee and
executive officer is 56 Prospect Street, Hartford, Connecticut 06115.

<TABLE>
<CAPTION>
Positions Held
Name, Address and Age With the Trust Principal Occupations
- --------------------- -------------- ---------------------

<S> <C> <C>
Robert Chesek (64) Trustee During the Past 5 Years Trustee/Director (1981-present)
49 Old Post Road and Chairman (1989-1994), Phoenix Funds. Trustee, Phoenix-Aberdeen
Wethersfield, CT 06109 Series Fund and Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present). Vice President, Common Stock, Phoenix Home
Life Mutual Insurance Company (1980-1994).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Positions Held
Name, Address and Age With the Trust Principal Occupations
- --------------------- -------------- ---------------------

<S> <C> <C>
E. Virgil Conway (69) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Blackrock Freddie Mac Mortgage
Securities Fund (Advisory Director) (1990-present), Centennial
Insurance Company (1974-present), Josiah Macy, Jr., Foundation
(1975-present), The Harlem Youth Development Foundation
(1987-present) (Chairman, 1998-present), Accuhealth (1994-present),
Trism, Inc. (1994-present), Realty Foundation of New York
(1972-present), New York Housing Partnership Development Corp.
(Chairman) (1981-present) and Academy of Political Science (Vice
Chairman) (1985-present). Director/Trustee, Phoenix Funds
(1993-present). Trustee, Phoenix-Aberdeen Series Fund and Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present). Director,
Duff & Phelps Utilities Tax-Free Income Inc. and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1995-present). Member, Audit
Committee of the City of New York (1981-1996). Advisory Director,
Blackrock Fannie Mae Mortgage Securities Fund (1989-1996) and Fund
Directions (1993-1998). Chairman, Financial Accounting Standards
Advisory Council (1992-1995).

Harry Dalzell-Payne (69) Trustee Director/Trustee, Phoenix Funds (1983-present). Trustee,
330 East 39th Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Apartment 29G Mutual Funds (1996-present). Director, Duff & Phelps Utilities
New York, NY 10022 Tax-Free Income Inc. and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1995-present). Director, Farragut Mortgage Co., Inc.
(1991-1994). Formerly a Major General of the British Army.

*Francis E. Jeffries (68) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
6585 Nicholas Blvd. Phoenix-Aberdeen Series Inc. and Phoenix Duff & Phelps Institutional
Apt. 1601 Mutual Funds (1996-present). Director, Duff & Phelps Utilities Income
Naples, FL 33963 Inc. (1987-present), Duff & Phelps Utilities Tax-Free Income Inc.
(1991-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1993-present). Director, The Empire District Electric Company
(1984-present). Director (1989-1997), Chairman of the Board
(1993-1997), President (1989-1993), and Chief Executive Officer
(1989-1995), Phoenix Investment Partners, Ltd.

Leroy Keith, Jr. (59) Trustee Chairman and Chief Executive Officer, Carson Products Company
Chairman and Chief (1995-present). Director/Trustee, Phoenix Funds (1980-present).
Executive Officer Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Carson Product Company Institutional Mutual Funds (1996-present). Director, Equifax Corp.
64 Ross Road (1991-present) and Evergreen International Fund, Inc. (1989-present).
Savannah, GA 30750 Trustee, Evergreen Liquid Trust, Evergreen Tax Exempt Trust,
Evergreen Tax Free Fund, Master Reserves Tax Free Trust, and Master
Reserves Trust. President, Morehouse College (1987-1994). Chairman
and Chief Executive Officer, Keith Ventures (1992-1994).
Director/Trustee, the National Affiliated Investment
Companies (until 1993).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Positions Held
Name, Address and Age With the Trust Principal Occupations
- --------------------- -------------- ---------------------

<S> <C> <C>
*Philip R. McLoughlin (52) Trustee and President Chairman (1997-present), Vice Chairman (1995-1997) and Chief
Executive Officer (1995-present), Phoenix Investment Partners, Ltd.
Director (1994-present) and Executive Vice President, Investments
(1988-present), Phoenix Home Life Mutual Insurance Company.
Director/Trustee and President, Phoenix Funds (1989-present). Trustee
and President, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff & Phelps
Utilities Tax-Free Income Inc. (1995-present) and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1995-present). Director
(1983-present) and Chairman (1995-present), Phoenix Investment
Counsel, Inc. Director (1984-present) and President (1990- present),
Phoenix Equity Planning Corporation. Director (1993-present),
Chairman (1993-present) and Chief Executive Officer
(1993-1995), National Securities & Research Corporation. Director,
Phoenix Realty Group, Inc. (1994-present), Phoenix Realty Advisors,
Inc. (1987-present), Phoenix Realty Investors, Inc. (1994-present),
Phoenix Realty Securities, Inc. (1994-present), PXRE Corporation
(Delaware) (1985-present), and World Trust Fund (1991-present).
Director and Executive Vice President, Phoenix Life and Annuity
Company (1996-present). Director and Executive Vice President, PHL
Variable Insurance Company (1995-present). Director, Phoenix Charter
Oak Trust Company (1996-present). Director and Vice President, PM
Holdings, Inc. (1985-present). Director (1992-present) and President
(1992-1994), W.S. Griffith & Co., Inc. Director (1992-present) and
President (1992-1994), Townsend Financial Advisers, Inc.
Director/Trustee, the National Affiliated Investment Companies (until
1993).

Everett L. Morris (70) Trustee Vice President, W.H. Reaves and Company (1993-present). Director/
164 Laird Road Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-Aberdeen
Colts Neck, N.J. 07722 Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1993-present).

*James M. Oates (52) Trustee Chairman, IBEX Capital Markets LLC (1997-present). Managing Director,
Managing Director Wydown Group (1994-present). Director, Phoenix Investment Partners,
The Wydown Group Ltd. (1995-present). Director/Trustee, Phoenix Funds (1987-present).
IBEX Capital Markets LLC Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
60 State Street Institutional Mutual Funds (1996-present). Director, AIB Govett Funds
Suite 950 (1991-present), Blue Cross and Blue Shield of New Hampshire
Boston, MA 02109 (1994-present), Investors Financial Service Corporation
(1995-present), Investors Bank & Trust Corporation (1995-present),
Plymouth Rubber Co. (1995-present), Stifel Financial (1996-present),
Command Systems, Inc. (1998-present) and Connecticut River Bancorp
(1998-present). Vice Chairman, Massachusetts Housing-Partnership
(1998-present). Member, Chief Executives Organization (1996-present).
Director (1984-1994), President (1984-1994) and Chief Executive
Officer (1986-1994), Neworld Bank. Director/Trustee, the National
Affiliated Investment Companies (until 1993).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Positions Held
Name, Address and Age With the Trust Principal Occupations
- --------------------- -------------- ---------------------

<S> <C> <C>
*Calvin J. Pedersen (56) Trustee Director (1986-present), President (1993-present) and Executive Vice
Phoenix Investment President (1992-1993), Phoenix Investment Partners, Ltd. Director/
Partners, Ltd. Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-Aberdeen
55 East Monroe Street Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
Suite 3600 (1996-present). President and Chief Executive Officer, Duff & Phelps
Chicago, IL 60603 Utilities Tax-Free Income Inc. (1995-present), Duff & Phelps
Utilities Income Inc. (1994-present) and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present).

Herbert Roth, Jr. (70) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
P.O. Box 909 Mutual Funds (1996-present). Director, Boston Edison Company
Sherborn, MA 01770 (1978-present), Landauer, Inc. (medical services) (1970-present),

Tech Ops./ Sevcon, Inc. (electronic controllers) (1987-present), and
Mark IV Industries (diversified manufacturer) (1985-present). Member,
Directors Advisory Council, Phoenix Home Life Mutual Insurance
Company (1998-present). Director, Phoenix Home Life Mutual Insurance
Company (1972-1998) and Key Energy Group (oil rig service)
(1988-1994).

Richard E. Segerson (52) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 06840 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional

Mutual Funds (1996-present). Managing Director, Mullin Associates
(1993-1998).

Lowell P. Weicker, Jr. (67) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Greenwich, CT 06830 Mutual Funds (1996-present). Director, UST Inc. (1995-present), HPSC
Inc. (1995-present), and Compuware (1996-present) and Burroughs
Wellcome Fund (1996-present). Visiting Professor, University of
Virginia (1997-present). Director, Duty Free International, Inc.
(1997) . Chairman, Dresing, Lierman, Weicker (1995-1996). Governor of
the State of Connecticut (1991-1995).

Michael E. Haylon (40) Executive Director and Executive Vice President--Investments, Phoenix Investment
Vice Partners, Ltd. (1995-present). Executive Vice President, Phoenix
President Funds (1993-present) and Phoenix-Aberdeen Series Fund (1996-present).
Executive Vice President (1997-present), Vice President (1996-1997),
Phoenix Duff & Phelps Institutional Mutual Funds. Director
(1994-present), President (1995-present), Executive Vice President
(1994-1995), Vice President (1991-1994), Phoenix Investment Counsel,
Inc. Director, Phoenix Equity Planning Corporation (1995-present).
Senior Vice President, Securities Investments, Phoenix Home Life
Mutual Insurance Company (1993-1995). Various other positions with
Phoenix Home Life Mutual Insurance Company (1990-1993).

John F. Sharry (46) Executive Managing Director, Retail, Phoenix Equity Planning Corporation
Vice (1995-present). Executive Vice President, Phoenix Funds and
President Phoenix-Aberdeen Series Fund (1998-present). Managing Director,
Director and National Sales Manager (December 1993-November 1995),
Senior Vice President, Director and National Sales Manager (December
1992-December 1993), Putnam Funds.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Positions Held
Name, Address and Age With the Trust Principal Occupations
- --------------------- -------------- ---------------------

<S> <C> <C>
Chong Yoon Chou (30) Senior Investment Director, Aberdeen Asset Management ( 1994-present).
Aberdeen Asset Management Vice President
Asia Limited
88A Circular Road
Singapore 049439

Christopher D. Fishwick (37) Senior Investment Director, Aberdeen Asset Managers, LTD (1991-present).
Aberdeen Asset Vice Director, Phoenix-Aberdeen International Advisors LLC (1996-present).
Managers, LTD President
10 Queens Terrace
Aberdeen, Scotland

Vivek Gandhi (29) Senior Investment Manager, Aberdeen Asset Management Asia Limited
Aberdeen Asset Management Vice (1994-present). Project Finance Officer, Industrial Credit &
Asia Limited President Investment Corporation of India Ltd (1993-1994).
88A Circular Road
Singapore 049439

Peter Hames (37) Senior European Fund Manager, Aberdeen Asset Managers, Ltd. (1989-1992). Far
Aberdeen Asset Management Vice East Investment Director, Aberdeen Asset Management Asia Limited
Asia Limited President (1992-present).
88A Circular Road
Singapore 049439

Gawaine Lewis (35) Senior Investment Manager, Aberdeen Fund Managers, Inc. (1995-present).
Aberdeen Fund Managers Inc. Vice Investment Manager, Aberdeen Asset Managers, LTD (1994-1995).
1 Financial Plaza President Portfolio Manager, CIM Fund Managers (1991-1994).
Ft. Lauderdale, FL 33394

Hugh Young (40) Senior Director, Aberdeen Asset Management Limited (1988-present). Far East
Aberdeen Asset Vice Investment Director, Aberdeen Asset Management Asia Limited
Management President (1992-present). Managing Director, Aberdeen Asset Management Asia
Asia Limited Limited (1992-present). Director, Phoenix-Aberdeen International
88A Circular Road Advisors LLC (1996-present). Far East Investment Director, Phoenix
Singapore 049439 Investment Counsel, Inc. (1996-present). Senior Vice President, The
Phoenix Edge Series Fund (1996-present). Director, Abtrust
Asian Smaller Companies Investment Trust plc (1995-present),
Abtrust New Dawn Investment Trust plc (1989-present), Abtrust New Thai
Investment Trust plc (1989-present), Abtrust Emerging Asia Investment
Trust Limited (1990-present), JF Philippine Fund Inc. (1991-present)
and Apollo Tiger Fund (1994-present).

Shahreza Yusof (26) Senior Investment Manager, Aberdeen Asset Management Asia Limited
Aberdeen Asset Management Vice (1994-present).
Asia Limited President
88A Circular Road
Singapore 049439

Christian C. Bertelsen (55) Vice Managing Director, Value Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. President (1997-present). Managing Director, National Securities and Research
San Francisco, CA 94133 Corporation (1998-present). Vice President, Phoenix Investment Trust
97 (1997-present), Phoenix-Aberdeen Series Fund (1998-present) and
The Phoenix Edge Series Fund (1998-present). Senior Vice
President and Chief Investment Officer, Zurich Kemper (1996-1997). Vice
President and Portfolio Manager, Zurich Kemper Small Cap Fund and
Zurich Kemper Contrarian Fund (1996-1997). Senior Vice President, Eagle
Asset Management (1993-1996). Vice President and Portfolio Manager,
Heritage Value Fund and Golden Select Variable Annuity Value Trust
(1995-1996).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Positions Held
Name, Address and Age With the Trust Principal Occupations
- --------------------- -------------- ---------------------

<S> <C> <C>
William R. Moyer (54) Vice Senior Vice President and Chief Financial Officer, Phoenix Investment
100 Bright Meadow Blvd. President Partners, Ltd. (1995-present). Director (1998-present), Senior Vice
P.O. Box 2200 President, Finance (1990-present), Chief Financial Officer
Enfield, CT 06083-2200 (1996-present), and Treasurer (1994-1996 and 1998-present), Phoenix

Equity Planning Corporation. Director (1998-present), Senior Vice
President (1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc. Director
(1998-present), Senior Vice President, Finance (1993-present), Chief
Financial Officer (1996-present), and Treasurer (1994-present),
National Securities & Research Corporation. Senior Vice President and
Chief Financial Officer, Duff & Phelps Investment Management Co.
(1996-present). Vice President, Phoenix Funds (1990-present),
Phoenix-Duff & Phelps Institutional Mutual Funds (1996-present),
Phoenix-Aberdeen Series Fund (1996-present). Senior Vice President
and Chief Financial Officer, W. S. Griffith & Co., Inc. (1992-1995)
and Townsend Financial Advisers, Inc. (1993-1995). Vice President,
Investment Products Finance, Phoenix Home Life Mutual Insurance
Company (1990-1995). Vice President, the National Affiliated
Investment Companies (until 1993).

Leonard J. Saltiel (44) Vice Managing Director, Operations and Service, (1996-present), Senior
President Vice President (1994-1996), Phoenix Equity Planning Corporation. Vice
President, Phoenix Funds (1994-present), Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present), and Phoenix-Aberdeen
Series Fund (1996-present). Vice President, National Securities &
Research Corporation (1994-1996). Vice President, Investment
Operations, Phoenix Home Life Mutual Insurance Company
(1994-1995). Various positions with Home Life Insurance Company
and Phoenix Home Life Mutual Insurance Company (1987-1994).

Julie L. Sapia (41) Vice Director, Money Market Trading (1998-present), Head Money Market Trader
President (1997), Money Market Trader (1995-1997), Phoenix Investment Counsel,
Inc. Vice President (1997-present), The Phoenix Edge Series Fund,
Phoenix Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds,
and Phoenix-Aberdeen Series Fund. Various positions with Phoenix Home
Life Mutual Insurance Company (1985-1995).

Nancy G. Curtiss (46) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present), Phoenix-Aberdeen Series Fund
(1996-present). Second Vice President and Treasurer, Fund Accounting,
Phoenix Home Life Mutual Insurance Company (1994-1995). Various
positions with Phoenix Home Life Insurance Company (1987-1994).

G. Jeffrey Bohne (51) Secretary Vice President and General Manager, Phoenix Home Life Mutual Insurance
101 Munson Street Co. (1993-present). Vice President, Mutual Fund Customer Service
Greenfield, MA 01301 (1996-present), Vice President, Transfer Agency Operations 1993-1996),
Phoenix Equity Planning Corporation. Clerk, Phoenix Investment Counsel,
Inc. (1995-present). Secretary/Clerk, Phoenix Funds (1993-present),
Phoenix Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Aberdeen Series Fund (1996-present).
</TABLE>
_______________

* Indicates that the Trustee is an "interested person" of the Fund within the
meaning of the definition set forth in Section 2(a)(19) of the 1940 Act.

<PAGE>

For services rendered to the Trust during the fiscal year ended July 31,
1999, the Trustees received an aggregate of $______ from the Trust as Trustees'
fees. For services on the Board of Trustees of the Phoenix Funds, each Trustee
who is not a full-time employee of the Adviser or any of its affiliates
currently receives a retainer at the annual rate of $40,000 and a fee of $2,500
per joint meeting of the Boards. Each Trustee who serves on the Audit Committee
receives a retainer at the annual rate of $2,000 and a fee of $2,000 per joint
Audit Committee meeting attended. Each Trustee who serves on the Nominating
Committee receives an annual retainer at the annual rate of $1,000 and a fee of
$1,000 per joint Nominating Committee meeting attended. Each Trustee who serves
on the Executive Committee and who is not an interested person of the Funds
receives a retainer at the annual rate of $2,000 and $2,000 per joint Executive
Committee meeting attended. The function of the Executive Committee is to serve
as a contract review, compliance review and performance review delegate of the
full Board of Trustees. Costs are allocated equally to each of the series of the
funds within the Fund Complex (which includes the Trust). The foregoing fees do
not include the reimbursement of expenses incurred in connection with meeting
attendance. Officers and employees of the Adviser who are interested persons are
compensated for their services by the Adviser and receive no compensation from
the Trust.

For the Trust's last fiscal year, the Trustees received the following
compensation:

<TABLE>
<CAPTION>
Total
Pension or Estimated Compensation
Retirement Annual From Fund and
Aggregate Benefits Benefits Fund Complex
Compensation Accrued as Part Upon (14 Funds)
Name From Fund of Fund Expenses Retirement Paid to Trustees
- ---- --------- ---------------- ---------- ----------------

Robert Chesek
E. Virgil Conway[dagger]
Harry Dalzell-Payne[dagger]
Francis E. Jeffries
Leroy Keith, Jr. None None
Philip R. McLoughlin[dagger] for any for any
Everett L. Morris[dagger] Trustee Trustee
James M. Oates[dagger]
Calvin J. Pedersen
Herbert Roth, Jr.[dagger]
Richard E. Segerson
Lowell Weicker, Jr.
</TABLE>

* This compensation (and the earnings thereon) will be deferred pursuant to the
Deferred Compensation Plan. At September 30, 1999, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Jeffries, Morris and Roth was
$_______, $_______ and $_______, respectively. At present, by agreement among
the Fund, the Distributor and the electing director, director fees that are
deferred are paid by the Fund to the Distributor. The liability for the
deferred compensation obligation appears only as a liability of the
Distributor.

[dagger] Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.

As of _____________, the Trustees and officers of the Funds beneficially
owned less than 1% of the outstanding shares of the Trust.

PRINCIPAL SHAREHOLDERS

The following table sets forth information as of _________ with respect to
each person who owns of record or is known by the Trust to own of record or
beneficially owns 5% or more of any Class of the Trust's equity securities.

<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS NUMBER OF SHARES PERCENT OF CLASS
- ------------------- -------------- ---------------- ----------------

<S> <C>
Phoenix Home Life
Attn Pam Levesque
56 Prospect St Phoenix-Aberdeen New
Hartford CT 06103-2818 Asia Fund Class A

Prudential Securities Inc. FBO
Spitzer Management
150 E Bridge St Phoenix-Aberdeen New
Elyria OH 44035-5219 Asia Fund Class B

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
NAME OF SHAREHOLDER FUND AND CLASS NUMBER OF SHARES PERCENT OF CLASS
- ------------------- -------------- ---------------- ----------------

Merrill Lynch Pierce
Fenner & Smith
4800 Deer Lake Dr E 3rd Fl Phoenix-Aberdeen New
Jacksonville FL 32246-6484 Asia Fund Class B

Phoenix Home Life
Attn Pam Levesque
56 Prospect St Phoenix-Aberdeen Global
Hartford CT 06103-2818 Small Cap Fund Class A

Merrill Lynch Pierce
Fenner & Smith
4800 Deer Lake Dr E 3rd Fl Phoenix-Aberdeen Global
Jacksonville FL 32246-6484 Small Cap Fund Class B

</TABLE>

ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110, has been
selected as the independent accountants for the Trust. PricewaterhouseCoopers
LLP audits the Trust's annual financial statements and expresses an opinion
thereon.

CUSTODIAN AND TRANSFER AGENT
Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109, serves as
custodian of the Trust's assets (the "Custodian"). Phoenix Equity Planning
Corporation, 100 Bright Meadow Boulevard, Enfield, CT 06082, serves as Transfer
Agent for the Funds (the "Transfer Agent"). As compensation, Equity Planning
receives a fee equivalent to $17.95 for each designated non-daily dividend
shareholder account, plus out-of-pocket expenses. Transfer Agent fees are also
utilized to offset costs and fees paid to subtransfer agents employed by Equity
Planning. State Street Bank and Trust Company serves as a subtransfer agent
pursuant to a Subtransfer Agency Agreement.

REPORT TO SHAREHOLDERS
The fiscal year of the Trust ends on July 31. The Trust will send financial
statements to its shareholders at least semiannually. An annual report
containing financial statements, audited by the Trust's independent accountants,
will be sent to shareholders each year.

FINANCIAL STATEMENTS

The Financial Statements for the Funds' fiscal year ended July 31, 1999,
appearing in the Funds' 1999 Annual Report to Shareholders, are incorporated
herein by reference.

<PAGE>

PHOENIX ABERDEEN SERIES FUND

PART C--OTHER INFORMATION

ITEM 23. EXHIBITS:

a.1 Declaration of Trust of the Registrant filed via Edgar as
Exhibit 1.1 with the Registration Statement on June 24, 1996
and incorporated herein by reference.

a.2 Amendment to Declaration of Trust filed via Edgar as Exhibit
1.2 with Pre-Effective Amendment No. 1 on August 27, 1996 and
incorporated herein by reference.

b.2 None

c.4 Reference is made to Article IV, Section 4.1 of Registrant's
Declaration of Trust referred to in Exhibit a.1.

d.1 Investment Advisory between Registrant and Phoenix-Aberdeen
International Advisors, LLC filed via EDGAR as Exhibit 5.1
with the Registration Statement on June 24, 1996 and
incorporated herein by reference.

d.2 Sub-Investment Advisory Agreement between Phoenix-Aberdeen
International Advisors, LLC and Phoenix Investment Counsel,
Inc. filed via Edgar as Exhibit 5.2 with Pre-Effective
Amendment No. 1 on August 27, 1996 and incorporated herein
by reference.

d.3 Sub-Investment Advisory Agreement between Phoenix-Aberdeen
International Advisors, LLC and Aberdeen Fund Managers, Inc.
filed via Edgar as Exhibit 5.3 with Pre-Effective Amendment
No. 1 on August 27, 1996 and incorporated herein by
reference.

e.1 Underwriting Agreement between Registrant and Phoenix Equity
Planning Corporation, dated November 19, 1997, filed via
EDGAR as Exhibit 6.1 with Post-Effective Amendment No. 2
filed on November 26, 1997 and incorporated herein by
reference.

e.2 Form of Sales Agreement between Phoenix Equity Planning
Corporation and dealers, filed via EDGAR as Exhibit 6.2 with
Post-Effective Amendment No. 2 filed on November 26, 1997 and
incorporated herein by reference.

e.3 Form of Supplement to Phoenix Family of Funds Sales Agreement
filed via EDGAR as Exhibit 6.3 with Post-Effective Amendment
No. 2 filed on November 26, 1997 and incorporated herein by
reference.

e.4 Form of Financial Institution Sales Contract for the Phoenix
Family of Funds filed via EDGAR as Exhibit 6.4 with
Post-Effective Amendment No. 2 filed on November 26, 1997 and
incorporated herein by reference.

f. None

g. Custodian Contract between Registrant and Brown Brothers
Harriman & Co. filed via EDGAR as Exhibit 8 with
Pre-Effective Amendment No. 1 on August 27, 1996,
incorporated herein by reference.

h.1 Administration Agreement between Registrant and Phoenix
Investment Partners Ltd., formerly Phoenix Duff & Phelps
Corporation, filed via Edgar as Exhibit 9.1 with
Pre-Effective Amendment No. 1 on August 27, 1996 and
incorporated herein by reference.

h.2 Financial Agent Agreement between Registrant and Phoenix
Equity Planning Corporation dated December 11, 1996 filed via
Edgar as Exhibit 9.2 with Post-Effective Amendment No. 1 on
March 31, 1997 and incorporated herein by reference.

h.3 Transfer Agency and Service Agreement between Registrant and
Phoenix Equity Planning Corporation filed via Edgar as
Exhibit 9.3 with the Registration Statement on June 24, 1996
and incorporated herein by reference.

h.4 Sub-Transfer Agent Agreement between Phoenix Equity Planning
Corporation and State Street Bank and Trust Company filed via
EDGAR as Exhibit 9.4 with Post-Effective Amendment No. 2
filed on November 26, 1997 and incorporated herein by
reference.

h.5 First Amendment to Financial Agent Agreement dated March 23,
1998 filed via Edgar as Exhibit 9.5 with Post-effective
Amendment No. 2 filed on November 26, 1997 and incorporated
herein by reference.

i. Opinion of Counsel filed via Edgar as Exhibit 10 with
Pre-Effective Amendment No. 2 on September 4, 1996 and
incorporated herein by reference.

j. Consent of Accountants.

k. None

C-1
<PAGE>

l. Initial Capitalization Agreement filed via Edgar as Exhibit
13 with Pre-Effective Amendment No. 1 on August 27, 1996 and
incorporated herein by reference.

m.1 Class A Shares Amended and Restated Distribution Plan
pursuant to Rule 12b-1 under the Investment Company Act of
1940, filed via EDGAR as Exhibit 15.1 with Post-Effective
Amendment No. 2 filed on November 26, 1997 and incorporated
herein by reference.

m.2 Class B Shares Amended and Restated Distribution Plan
pursuant to Rule 12b-1 under the Investment Company Act of
1940, filed via EDGAR as Exhibit 15.2 with Post-Effective
Amendment No. 2 filed on November 26, 1997 and incorporated
herein by reference.

n. Financial Data Schedule.

o. Amended and Restated Rule 18f-3 Multi-Class Distribution Plan
filed via EDGAR as Exhibit 18 with Post-Effective Amendment
No. 2 filed on November 26, 1997 and incorporated herein by
reference.

p. Powers of Attorney filed via Edgar herewith.*

- ----------
*Filed herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

As of the date hereof, to the best knowledge of the Registrant, no person is
directly or indirectly controlled by or under common control with the
Registrant.

ITEM 25. INDEMNIFICATION.

Please see Article V of the Registrant's Declaration of Trust (incorporated
herein by reference). Registrant's trustees and officers are covered by an
Errors and Omissions Policy. The Investment Advisory Agreement Between the
Registrant and its Adviser provides in relevant part that, in the absence of
willful malfeasance, bad faith, gross negligence or reckless disregard of the
obligations or duties under the Investment Advisory Agreement on the part of the
Adviser, the Adviser shall not be liable to the Registrant or to any shareholder
for any act or omission in the course of or connected in any way with rendering
services or for any losses that may be sustained in the purchase, holding or
sale of any security.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, directors, officers and controlling
persons of the Registrant and the investment advisers and distributor 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 trustee,
director, officer, or controlling person of the Registrant and the principal
underwriter in connection with the successful defense or any action, suit or
proceeding) is asserted against the Registrant by such trustee, director,
officer or controlling person or the Distributor in connection with the shares
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 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

See "Management of the Fund" in the Prospectus for information regarding the
business of the Adviser. For information as to the business, profession,
vocation or employment of a substantial nature of directors and officers of the
Adviser, reference is made to the Adviser's current Form ADV (SEC File No.
801-52167) filed under the Investment Advisers Act of 1940, incorporated herein
by reference.

ITEM 27. PRINCIPAL UNDERWRITER.

(a) PEPCO also serves as the principal underwriter for the following other
investment companies:

Phoenix-Aberdeen Worldwide Opportunities Fund, Phoenix-Goodwin
California Tax Exempt Bonds, Inc., Phoenix Duff & Phelps Institutional
Mutual Funds, Phoenix-Engemann Funds, Phoenix Equity Series Fund,
Phoenix-Euclid Funds, Phoenix-Oakhurst Income & Growth Fund, Phoenix
Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix-Goodwin
Multi-Sector Fixed Income Fund, Inc., Phoenix-Goodwin Multi-Sector Short
Term Bond Fund, Phoenix Series Fund, Phoenix-Seneca Funds, Phoenix
Strategic Allocation Fund, Inc., Phoenix Strategic Equity Series Fund,
Phoenix-Zweig Trust, Phoenix Home Life Variable Universal Life Account,
Phoenix Home Life Variable Accumulation Account, PHL Variable
Accumulation Account, Phoenix Life and Annuity Variable Universal Life
Account and PHL Variable Separate Account MVA1.

C-2
<PAGE>

(b) Directors and executive officers of PEPCO are as follows:

<TABLE>
<CAPTION>
NAME AND POSITIONS AND OFFICES POSITIONS AND OFFICES
PRINCIPAL ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
- ----------------- ---------------- ---------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

Philip R. McLoughlin Director and President Trustee and President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

William R. Moyer Director, Senior Vice President, Vice President
100 Bright Meadow Blvd. Chief Financial Officer and Treasurer
P.O. Box 2200
Enfield, CT 06083-2200

John F. Sharry President, Executive Vice President
100 Bright Meadow Blvd. Retail Distribution
P.O. Box 2200
Enfield, CT 06083-2200

Leonard J. Saltiel Managing Director, None
56 Prospect St. Operations and Service
P.O. Box 150480
Hartford, CT 06115-0480

G. Jeffrey Bohne Vice President, Clerk and Secretary
101 Munson St. Mutual Fund
Greenfield, MA 01302-0810 Customer Service

Nancy G. Curtiss Vice President and Treasurer, Treasurer
56 Prospect St. Fund Accounting
P.O. Box 150480
Hartford, CT 06115-0480

Thomas N. Steenburg Vice President, Assistant Secretary
56 Prospect St. Counsel and Secretary
P.O. Box 150480
Hartford, CT 06115-0480

Jacqueline Porter Assistant Vice President, Assistant Treasurer
56 Prospect St. Financial Reporting
P.O. Box 150480
Hartford, CT 06115-0480
</TABLE>

(c) To the best of the Registrant's knowledge, no commissions or other
compensation was received by each principal underwriter who is not an
affiliated person of the Registrant or an affiliated person of such
affiliated person, directly or indirectly, from the Registrant during
the Registrant's last fiscal year.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder will be maintained at the offices of the Registrant located at 56
Prospect Street, Hartford, CT 06115, or its investment adviser, Phoenix-Aberdeen
International Advisors, LLC. One American Row, Hartford, CT 06102, or the
custodian, Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109. All
such accounts, books and other documents required to be maintained by the
principal underwriter will be maintained at Phoenix Equity Planning Corporation,
100 Bright Meadow Boulevard, Enfield, Connecticut 06082.

C-3
<PAGE>

ITEM 29. MANAGEMENT SERVICES.
None.

ITEM 33. UNDERTAKINGS.
None.

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Hartford and State of Connecticut on the 27th
day of September, 1999.

PHOENIX-ABERDEEN SERIES FUND

ATTEST: /S/ NANCY J. ENGBERG BY: /S/ PHILIP R. MCLOUGHLIN
--------------------------- -------------------------
NANCY J. ENGBERG PHILIP R. MCLOUGHLIN
ASSISTANT SECRETARY PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated, on this 27th day of September, 1999.

SIGNATURE TITLE
--------- -----
Trustee
----------------------------
Robert Chesek*

Trustee
----------------------------
E. Virgil Conway*

/s/ Nancy G. Curtiss Treasurer (principal
---------------------------- financial and accounting officer)
Nancy G. Curtiss

Trustee
----------------------------
Harry Dalzell-Payne*

Trustee
----------------------------
Francis E. Jeffries*

Trustee
----------------------------
Leroy Keith, Jr.*

/s/ Philip R. McLoughlin President and Director
----------------------------
Philip R. McLoughlin

Trustee
----------------------------
Everett L. Morris*

Trustee
----------------------------
James M. Oates*

Trustee
----------------------------
Calvin J. Pedersen*

Trustee
----------------------------
Herbert Roth, Jr.*

Trustee
----------------------------
Richard E. Segerson*

Trustee
----------------------------
Lowell P. Weicker, Jr.*

*By /s/ Philip R. McLoughlin
-------------------------
* Philip R. McLoughlin pursuant to powers of attorney previously filed.

S-1

EXHIBIT p.

POWER OF ATTORNEY

<PAGE>

POWER OF ATTORNEY

I, the undersigned officer of the below-named mutual funds, hereby
constitute and appoint Philip R. McLoughlin and Thomas N. Steenburg, or either
of them as my true and lawful attorneys and agents with full power to sign for
me in the capacity indicated below, any or all Registration Statements or
amendments thereto filed with the Securities and Exchange Commission under the
Securities Act of 1933 and/or the Investment Company Act of 1940 relating to
each of said mutual funds, and hereby ratify and confirm my signature as it may
be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix California Tax Exempt Bonds, Inc.
Phoenix Duff & Phelps Institutional Mutual Funds
The Phoenix Edge Series Fund
Phoenix Equity Series Fund
Phoenix Income and Growth Fund
Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Sector Fixed Income Fund, Inc.
Phoenix Multi-Sector Short Term Bond Fund
Phoenix Series Fund
Phoenix Strategic Allocation Fund, Inc.
Phoenix Strategic Equity Series Fund
Phoenix Worldwide Opportunities Fund

I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.