PHOENIX ABERDEEN SERIES FUND
485BPOS, 2000-11-30
Previous: EARTHWATCH INC, 8-K/A, 2000-11-30
Next: PHOENIX ABERDEEN SERIES FUND, 485BPOS, EX-99.A, 2000-11-30





    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2000

                                                      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. 7                    |X|

                                     AND/OR
                             REGISTRATION STATEMENT
                                    UNDER THE
                       INVESTMENT COMPANY ACT OF 1940                      |X|

                                 AMENDMENT NO. 9                           |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)

                              -------------------


   It is proposed that this filing will become effective (check appropriate box)
   |X| immediately upon filing pursuant to paragraph (b)
   [ ] on          pursuant to paragraph (b)
   [ ] 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.

Phoenix-Aberdeen Series Fund, a Delaware business trust (the "Registrant") is
the successor issuer to Phoenix-Aberdeen Series Fund, a Massachusetts business
trust (the "Predecessor"). This Post-Effective Amendment has been filed for the
purpose of adopting under the Securities Act of 1933, the Securities Exchange
Act of 1934 and the Investment Company Act of 1940 the Registration Statement on
Form N-1A (nos 333-5039 and 811-7643) of the Predecessor pursuant to the
provisions of Rule 414 under the Securities Act of 1933. In accordance with the
provisions of paragraph (d) of Rule 414, this Registration Statement also
revises and sets forth additional information arising in connection with
Registrant's change of domicile.


================================================================================
<PAGE>




                          PHOENIX-ABERDEEN SERIES FUND

                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(A)
                        UNDER THE SECURITIES ACT OF 1993

                                     PART A
                       INFORMATION REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>


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
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

                                     PART B
          INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION

ITEM NUMBER FORM N-1A, PART B                                           STATEMENT OF ADDITIONAL INFORMATION CAPTION
-----------------------------                                           -------------------------------------------

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 Techniques and Risks; 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>

Phoenix Investment Partners

                              Prospectus

                                             November 30, 2000



-------- Aberdeen

         Phoenix-Aberdeen
         Global Small Cap Fund


         Phoenix-Aberdeen
         New Asia Fund






                                     Neither the Securities and Exchange
                                     Commission nor any state securities
                                     commission has approved or
                                     disapproved of these securities or
                                     determined if this prospectus is
                                     truthful or complete. Any representation
                                     to the contrary is a criminal offense.

                                     This prospectus contains important
                                     information about Phoenix-Aberdeen
                                     Global Small Cap Fund and Phoenix-Aberdeen
                                     New Asia Fund that you should know before
                                     investing. Please read it carefully and
                                     retain it for future reference.

[logo] PHOENIX
       INVESTMENT PARTNERS, LTD.

<PAGE>

        TABLE OF CONTENTS
--------------------------------------------------------------------------------


        Phoenix-Aberdeen Global Small Cap Fund
           Investment Risk and Return Summary...........................     1
           Fund Expenses................................................     4
        Phoenix-Aberdeen New Asia Fund
           Investment Risk and Return Summary...........................     6
           Fund Expenses................................................     9
        Additional Investment Techniques................................    11
        Management of the Funds.........................................    12
        Pricing of Fund Shares..........................................    14
        Sales Charges...................................................    15
        Your Account....................................................    17
        How to Buy Shares...............................................    18
        How to Sell Shares..............................................    19
        Things You Should Know When Selling Shares......................    19
        Account Policies................................................    21
        Investor Services...............................................    22
        Tax Status of Distributions.....................................    23
        Financial Highlights............................................    24
        Additional Information..........................................    27


[triangle] Phoenix-
           Aberdeen
           Series
           Fund

<PAGE>


PHOENIX-ABERDEEN GLOBAL 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

>        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-size companies.

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


>        The fund's adviser is responsible for managing the fund's investment
         program and the general operations of the fund. The adviser uses a
         top-down, bottom-up approach that seeks growth at a reasonable price.
         The adviser selects the amount of assets to allocate to countries and
         geographic regions for investment based on the following factors:


         o  prospects for relative economic growth among U.S. and foreign
            countries;

         o  expected levels of inflation;

         o  governmental policies influencing business decisions;

         o  relative price levels of the various capital markets;

         o  the outlook for currency relationships; and

         o  the range of individual investment opportunities available.


>        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-cap companies selected will generally have
         capitalizations of $750 million or less at the time of acquisition.

>        The adviser may allocate assets for investment in U.S. equity
         securities to Phoenix Investment Counsel, Inc., a subadviser to the
         fund. The subadviser uses a value-oriented approach, focusing on those
         companies with low price per earnings, low debt and above-average
         yield.


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.


                                       Phoenix-Aberdeen Global Small Cap Fund  1
<PAGE>

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



RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES


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

GENERAL

The value of the fund's investments that supports your share value can decrease.
If between the time 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. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.

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:

      o  less publicly available information about foreign countries;

      o  political and economic instability within countries;

      o  differences in financial reporting standards and transaction
         settlement systems;

      o  the possibility of expropriation or confiscatory taxation; and

      o  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 CAPITALIZATION COMPANIES

Companies with small capitalizations are often companies with a limited
operating history or companies in industries that have recently emerged due to
cultural, economic, regulatory or technological developments. Such developments
can have a significant impact or negative effect on small capitalization
companies and their stock performance and can make investment returns highly
volatile. Product lines are often less diversified and subject to competitive
threats. Smaller capitalization stocks are subject to varying patterns of
trading volume and may, at times, be difficult to sell.


2  Phoenix-Aberdeen Global Small Cap Fund
<PAGE>

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 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
                   1999             41.29


(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 22.75% (quarter ending December 31,
1999) and the lowest return for a quarter was -21.78% (quarter ending September
30, 1998). Year-to-date performance (through September 30, 2000) is 16.49%.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------

   Average Annual Total Returns
   (for the periods ending 12/31/99)(1)                      One Year                Life of the Fund(2)
-----------------------------------------------------------------------------------------------------------------
   <S>                                                         <C>                           <C>
   Class A Shares                                              33.17%                        10.34%
-----------------------------------------------------------------------------------------------------------------
   Class B Shares                                              36.28%                        11.01%
-----------------------------------------------------------------------------------------------------------------
   FT/S&P - Actuaries World Index
   Medium/Small Component(3)                                   13.61%                       11.17%(4)
-----------------------------------------------------------------------------------------------------------------
   S&P 500 Composite                                           21.14%                        28.43%
   Stock Price Index(5)

-----------------------------------------------------------------------------------------------------------------
</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) The FT/S&P - Actuaries World Index Medium/Small Component is an unmanaged,
broad-based measure of global small stock market total return performance. The
Index's performance does not reflect sales charges.


(4) Index performance since September 30, 1996.


(5) The S&P 500 Composite Stock Price Index is an unmanaged, commonly used
measure of stock market total return performance. The Index's performance does
not reflect sales charges.



                                       Phoenix-Aberdeen Global Small Cap Fund  3
<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)                                       5.75%                     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 Dividends         None                      None

Redemption Fee                                                      None                      None

Exchange Fee                                                        None                      None
                                                          -----------------------------------------------

                                                                   CLASS A                  CLASS B
                                                                   SHARES                    SHARES
                                                                   ------                    ------


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                                                      1.22%                    1.22%
                                                                    ----                     ----

TOTAL ANNUAL FUND OPERATING EXPENSES(a)                             2.32%                    3.07%
                                                                    ====                     ====
</TABLE>
-------------------------

(a) The fund's investment adviser has agreed to reimburse through November 30,
2001, 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
expense reimbursement, were 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:

4  Phoenix-Aberdeen Global Small Cap Fund
<PAGE>

--------------------------------------------------------------------------------
   CLASS            1 YEAR          3 YEARS           5 YEARS        10 YEARS
--------------------------------------------------------------------------------

   Class A           $797           $1,258             $1,744         $3,078
--------------------------------------------------------------------------------
   Class B           $710           $1,148             $1,611         $3,209

--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
   CLASS            1 YEAR          3 YEARS           5 YEARS        10 YEARS
--------------------------------------------------------------------------------

   Class B          $310            $948              $1,611         $3,209

--------------------------------------------------------------------------------

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 Funds" for information about expense
reimbursement.

                                       Phoenix-Aberdeen Global Small Cap Fund  5

<PAGE>


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



INVESTMENT OBJECTIVE

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


PRINCIPAL INVESTMENT STRATEGIES

>        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.


>        The fund's adviser uses a top-down, bottom-up approach that seeks
         growth at a reasonable price.


>        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:

         o  prospects for relative economic growth among Asian countries;

         o  expected levels of inflation;

         o  governmental policies influencing business decisions;

         o  relative price levels of the various capital markets;

         o  the outlook for currency relationships; and

         o  the range of individual investment opportunities available.

>        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.


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.




RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES


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

6  Phoenix-Aberdeen New Asia Fund
<PAGE>

GENERAL

The value of the fund's investments that support your share value can decrease.
If between the time 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. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.


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:

         o  less publicly available information about foreign countries;

         o  political and economic instability within countries;

         o  differences in financial reporting standards and transaction
            settlement systems;

         o  the possibility of expropriation or confiscatory taxation; and

         o  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.


ASIAN SECURITIES

In addition to the general risks of foreign investment, Asian markets may
present a number of higher than normal risk factors. China in particular, as
well as certain other Asian countries, may be subject to a greater degree of
economic, political and social instability as compared to the United States.
Generally, Asian securities exhibit greater price volatility, are less liquid
and have smaller market capitalizations. Asian countries suffer from currency
devaluation and higher rates of inflation. There is also substantial government
intervention in the economies of Asian countries; however, there is less
government supervision and regulation of the securities markets and the
participants in those markets. Foreign investment in certain Asian securities
markets is restricted or controlled to varying degrees. These restrictions and
controls may preclude investment in certain securities and limit repatriation of
income and invested capital. In addition, transaction costs will generally be
higher in Asian countries than in the U.S.

                                               Phoenix-Aberdeen New Asia Fund  7
<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 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
                        1999                 50.97


(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 September 30, 2000) is 14.38%.


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------

   Average Annual Total Returns
   (for the periods ending 12/31/99)(1)                       One Year                Life of the Fund(2)
----------------------------------------------------------------------------------------------------------------
   <S>                                                         <C>                           <C>

   Class A Shares                                              42.28%                        -1.75%
----------------------------------------------------------------------------------------------------------------
   Class B Shares                                              45.68%                        -1.32%
----------------------------------------------------------------------------------------------------------------
   Morgan Stanley Capital International All
   Country Asia Pacific (except Japan) Index(3)                55.23%                       0.60%(4)
----------------------------------------------------------------------------------------------------------------
   S&P 500 Composite Stock                                     21.14%                        28.43%
   Price Index(5)

----------------------------------------------------------------------------------------------------------------
</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 market performance in Asia
and the Pacific Basin. The Index's performance does not reflect sales charges.

(4) Index performance since September 30, 1996.

(5) The S&P 500 Composite Stock Price Index is an unmanaged, commonly used
measure of stock market total return performance. The Index's performance does
not reflect sales charges.


8  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)                                       5.75%                     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 Dividends         None                      None

Redemption Fee                                                      None                      None

Exchange Fee                                                        None                      None
                                                          -----------------------------------------------
                                                                   CLASS A                  CLASS B
                                                                   SHARES                   SHARES
                                                                   ------                   ------
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                                                      2.31%                    2.31%
                                                                    ----                     ----
TOTAL ANNUAL FUND OPERATING EXPENSES(a)                             3.41%                    4.16%
                                                                    ====                     ====
</TABLE>
-----------------------

(a) The fund's investment adviser has agreed to reimburse through November 30,
2001, 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
expense reimbursement, were 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 New Asia Fund  9
<PAGE>


--------------------------------------------------------------------------------
   Class              1 year        3 years           5 years         10 years
--------------------------------------------------------------------------------

   Class A             $899          $1,562            $2,247          $4,056
--------------------------------------------------------------------------------
   Class B             $818          $1,464            $2,124          $4,183

--------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------
   Class              1 year        3 years           5 years         10 years
--------------------------------------------------------------------------------

   Class B             $418          $1,264            $2,124          $4,183

--------------------------------------------------------------------------------

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 Funds" for information about expense
reimbursement.


10  Phoenix-Aberdeen New Asia Fund
<PAGE>


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


In addition to the Principal Investment Strategies and Risks Related to
Principal Investment Strategies, the funds each may engage in the following
investment techniques:


CONVERTIBLE SECURITIES

The funds may invest in convertible securities. Convertible securities may be
subject to redemption at the option of the issuer. If a security is called for
redemption, the fund may have to redeem the security, convert it into common
stock or sell it to a third party at a price and time that is not beneficial for
the fund. In addition, securities convertible into common stocks may have higher
yields than common stocks but lower yields than comparable nonconvertible
securities.

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.

DERIVATIVES

The funds may use financial futures contracts and related options for hedging
purposes. Derivatives may be less liquid than other securities and the
counterparty to such transaction may not perform as expected. In addition,
futures involve market risk in excess of their value, hedging transactions may
limit returns, and premiums paid could be lost.

EMERGING MARKET INVESTING


The funds may invest in countries with markets that are not fully developed,
so-called "emerging market countries." Investments in less-developed countries
whose markets are still emerging generally present risks in greater degree than
those presented by investments in foreign issuers based in countries with
developed securities markets and more advanced regulatory systems. Prior
governmental approval may be required in some developing countries for the
release of investment income, capital and sale proceeds to foreign investors,
and some developing countries may limit the extent of foreign investment in
domestic companies.


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The funds may invest 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 adviser.


                                              Phoenix-Aberdeen New Asia Fund  11
<PAGE>

ILLIQUID SECURITIES


The funds may invest in illiquid securities. Illiquid securities may include
repurchase agreements with maturities of greater than seven days. The inability
of a fund to dispose of illiquid 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
fund.


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 bear.


OTHER EQUITY SECURITIES


The funds may invest in preferred stocks and warrants. Preferred stocks may not
fully participate in dividends.


REPURCHASE AGREEMENTS

The funds may invest in repurchase agreements. Default or insolvency of the
other party presents a risk to the fund.

SECURITIES LENDING

The funds may loan portfolio securities to increase investment returns. If the
borrower is unwilling or unable to return the borrowed securities when due, the
fund can suffer losses.

The funds may buy other types of securities or employ other portfolio management
techniques. Please refer to the Statement of Additional Information for more
detailed information about these and other investment techniques of the funds.


MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------------------

THE ADVISERS


Phoenix-Aberdeen International Advisors, LLC ("PAIA") is the investment adviser
to the funds 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. As of
September 30, 2000, PAIA had assets under management of $59 million.



12  Phoenix-Aberdeen Series Fund
<PAGE>



Phoenix Investment Counsel, Inc. ("Phoenix"), the domestic subadviser to the
funds, 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 14 fund companies totaling 37 mutual funds, as subadviser to two
fund companies totaling three mutual funds and as adviser to institutional
clients. As of September 30, 2000, Phoenix had $26.5 billion in assets under
management.

Aberdeen Fund Managers, Inc. ("Aberdeen"), the foreign subadviser to the funds,
is located at One Financial Plaza, Suite 2210, 100 S.E. Third Avenue, Fort
Lauderdale, FL 33394. Aberdeen is a wholly-owned subsidiary of Aberdeen Asset
Management PLC based in Aberdeen, Scotland. Together with its subsidiaries,
Aberdeen Asset Management PLC provides investment management services to unit
and investment trusts, segregated pension funds and other institutional and
private portfolios, and through Aberdeen, U.S. mutual funds. Aberdeen has served
as subadviser for Phoenix-Aberdeen New Asia Fund, Phoenix-Aberdeen Global Small
Cap Fund and the Aberdeen New Asia Series of The Phoenix Edge Series Fund since
their inception in 1996. Aberdeen has also served as subadviser to
Phoenix-Aberdeen Worldwide Opportunities Fund, Phoenix-Aberdeen International
Fund of Phoenix Multi-Portfolio Fund and the International Series of The Phoenix
Edge Series Fund since 1998. As of September 30, 2000, Aberdeen Asset Management
PLC had $31.7 billion in assets under management.


Subject to the direction of the funds' Board of Trustees, the adviser is
responsible for managing the fund's investment program and the general
operations of the funds. 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
average daily net assets of each fund. The adviser delegates certain investment
decisions and functions to the subadvisers.

For providing cash management and other services to each fund as needed, PAIA
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, PAIA 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, PAIA pays a monthly subadvisory fee to Aberdeen
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 Small Cap Fund allocated to it by the adviser for management.


The funds' investment adviser has agreed to reimburse through November 30, 2001
other operating expenses of each fund to the extent that such expenses exceed
1.00% for each class of shares of each fund.


During the funds' last fiscal year, the funds paid total management fees of
$363,624.



                                                Phoenix-Aberdeen Series Fund  13
<PAGE>

PORTFOLIO MANAGEMENT


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


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 fund's 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 Phoenix-Aberdeen New Asia Series of The Phoenix Edge Series Fund.



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


HOW IS THE SHARE PRICE DETERMINED?

Each 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:

         o adding the values of all securities and other assets of the fund,

         o subtracting liabilities, and

         o dividing the result by the total number of outstanding shares of the
           fund.

Asset Value: The funds' investments are valued at market value. If market
quotations are not available, the funds determine 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' 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' net asset value per
share.


14  Phoenix-Aberdeen Series Fund
<PAGE>

The net asset value per share of each class of each 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). A fund will not calculate its
net asset values per share on days when the NYSE is closed for trading. Since
the funds hold securities that are traded on foreign exchanges that trade on
weekends or other holidays when the funds do not price their shares, the net
asset value of the funds' shares may change on days when shareholders will not
be able to purchase or redeem the funds' shares.

AT WHAT PRICE ARE SHARES PURCHASED?

All investments received by the funds' 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 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?

Each fund presently offers two classes of shares. Each class of shares has
different sales and distribution charges (see "Fund Expenses" previously in this
prospectus). The funds have adopted distribution and service plans allowed under
Rule 12b-1 of the Investment Company Act of 1940 that authorize the funds to pay
distribution and service fees for the sale of their 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 a 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 5.75% of the offering price (6.10% of the amount
invested). The sales charge may be reduced or waived under certain conditions.
Class A Shares are not subject to any


                                                Phoenix-Aberdeen Series Fund  15
<PAGE>

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 five
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 five 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.

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 Initial Sales Charges: Combination Purchase Privilege" in the
Statement of Additional Information). Shares purchased based on the automatic
reinvestment of income dividends or capital gain 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
<TABLE>
<CAPTION>

                                                                      SALES CHARGE AS
                                                                      A PERCENTAGE OF
                                                      -----------------------------------------------------
AMOUNT OF                                                                                    NET
TRANSACTION                                                  OFFERING                       AMOUNT
AT OFFERING PRICE                                              PRICE                       INVESTED
-----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                            <C>
Under $50,000                                                  5.75%                         6.10%
$50,000 but under $100,000                                     4.75                          4.99
$100,000 but under $250,000                                    3.75                          3.90
$250,000 but under $500,000                                    2.75                          2.83
$500,000 but under $1,000,000                                  2.00                          2.04
$1,000,000 or more                                             None                          None
</TABLE>

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 gain 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



16  Phoenix-Aberdeen Series Fund
<PAGE>

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%



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:

         o  $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).

         o  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.

         o  $500 for all other accounts.

Minimum ADDITIONAL investments:

         o  $25 for any account.

         o  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.

The funds reserve the right to refuse a purchase order for any reason.

STEP 2.

Your second choice will be what class of shares to buy. The funds offer two
classes of shares for individual investors. Each has different sales and
distribution charges. Because all future


                                               Phoenix-Aberdeen Series Fund  17
<PAGE>

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:

         o Receive both dividends and capital gain distributions in additional
           shares;

         o Receive dividends in additional shares and capital gain distributions
           in cash;

         o Receive dividends in cash and capital gain distributions in
           additional shares; or

         o 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 and may set
                                     different minimum investments or limitations on buying shares.
--------------------------------------------------------------------------------------------------------------------
 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>


18  Phoenix-Aberdeen Series Fund
<PAGE>



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


You have the right to have the funds buy back shares at the net asset value next
determined after receipt of a redemption order by the funds' 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
funds do 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.


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                     TO SELL SHARES
----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>
Through a financial advisor          Contact your advisor. Some advisors may charge a fee and may set
                                     different minimums on redemptions of accounts.
----------------------------------------------------------------------------------------------------------------------------
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,
                                     and 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, and number of shares or dollar value you
                                     wish to sell.
----------------------------------------------------------------------------------------------------------------------------
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 funds. Each 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

                                                Phoenix-Aberdeen Series Fund  19
<PAGE>

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
funds' Transfer Agent at (800) 243-1574.


REDEMPTIONS BY MAIL
>      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:

       o The proceeds do not exceed $50,000.

       o The proceeds are payable to the registered owner at the address on
         record.

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

       o You are selling more than $50,000 worth of shares.

       o The name or address on the account has changed within the last 60 days.

       o You want the proceeds to go to a different name or address than on
         the account.

>      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 made by an eligible
guarantor institution as defined by the funds' 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.


20  Phoenix-Aberdeen Series Fund
<PAGE>

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.

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 of the fund into which you want to exchange
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.

         o You may exchange shares for another fund in the same class of shares;
           e.g., Class A for Class A. Exchange privileges may not be available
           for all Phoenix Funds, and may be rejected or suspended.


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


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

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

                                                Phoenix-Aberdeen Series Fund  21
<PAGE>


         o Because excessive trading can hurt fund performance and harm other
           shareholders, the funds reserve 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 funds'
           underwriter has entered into agreements with certain timing firms
           permitting them to exchange by telephone. These privileges are
           limited, and the funds' distributor has the right to reject or
           suspend them.

RETIREMENT PLANS

Shares of the funds 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 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. Exchange privileges may not be available for all
Phoenix Funds, and may be rejected or suspended.

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. Exchange privileges may not be
available for all Phoenix Funds, and may be rejected or suspended.

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.


22  Phoenix-Aberdeen Series Fund
<PAGE>

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

The funds plan to make distributions from net investment income at intervals
stated in 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 a fund as capital gain
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.


                                                Phoenix-Aberdeen Series Fund  23

<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
                                                2000              1999            1998           7/31/97
                                                ----              ----            ----           -------
<S>                                            <C>               <C>             <C>              <C>

Net asset value, beginning of period           $ 9.96            $10.11           $11.08          $10.00
INCOME FROM INVESTMENT OPERATIONS
   Net investment income (loss)(4)              (0.12)            (0.04)           (0.07)          (0.03)
   Net realized and unrealized gain (loss)       3.85              0.52             0.14            1.11
                                               ------            ------           ------           -----
     TOTAL FROM INVESTMENT OPERATIONS            3.73              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                        3.73             (0.15)           (0.97)           1.08
                                               ------            ------           ------           -----
NET ASSET VALUE, END OF PERIOD                 $13.69            $ 9.96           $10.11          $11.08
                                               ======            ======           ======          ======
Total return(1)                                 37.45%             5.99%            1.86%          10.80%(3)
RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period (thousands)      $21,221           $14,626          $17,781         $23,874
RATIO TO AVERAGE NET ASSETS OF:
   Operating expenses(5)                         2.10%             2.10%            2.10%           2.10%(2)
   Net investment income (loss)                 (0.84)%           (0.50)%          (0.65)%         (0.32)%(2)
Portfolio turnover                                112%               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) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.32%, 2.36%,
2.37% and 2.61% for the period ended July 31, 2000, 1999, 1998 and 1997,
respectively.



24  Phoenix-Aberdeen Series Fund
<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------

PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND
<TABLE>
<CAPTION>

                                                                          CLASS B
                                                 ----------------------------------------------------------
                                                                                             FROM INCEPTION
                                                            YEAR ENDED JULY 31,                 9/4/96 TO
                                                  2000            1999            1998           7/31/97
                                                  ----            ----            ----           -------
<S>                                              <C>              <C>            <C>              <C>

Net asset value, beginning of period             $ 9.77          $10.00           $11.00          $10.00
INCOME FROM INVESTMENT OPERATIONS
   Net investment income (loss)(4)                (0.22)          (0.11)           (0.14)          (0.10)
   Net realized and unrealized gain (loss)         3.77            0.51             0.14            1.10
                                                 ------          ------           ------           -----
     TOTAL FROM INVESTMENT OPERATIONS              3.55            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                          3.55           (0.23)           (1.00)           1.00
                                                 ------          ------           ------           -----
NET ASSET VALUE, END OF PERIOD                   $13.32          $ 9.77           $10.00          $11.00
                                                 ======          ======           ======          ======
Total return(1)                                   36.34%           5.22%            1.12%          10.00%(3)
RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period (thousands)        $11,138          $8,673          $12,123         $17,658
RATIO TO AVERAGE NET ASSETS OF:
   Operating expenses(5)                           2.85%           2.85%            2.85%           2.85%(2)
   Net investment income (loss)                   (1.60)%         (1.26)%          (1.40)%         (1.07)%(2)
Portfolio turnover                                  112%             81%             212%            162%(3)




PHOENIX-ABERDEEN NEW ASIA SERIES
                                                                         CLASS A
                                               -------------------------------------------------------------
                                                                                             FROM INCEPTION
                                                          YEAR ENDED JULY 31,                   9/4/96 TO
                                                2000              1999            1998           7/31/97
                                                ----              ----            ----           -------

Net asset value, beginning of period           $ 8.23            $ 5.45           $10.44          $10.00
INCOME FROM INVESTMENT OPERATIONS
   Net investment income (loss)                  0.15              0.07             0.06            0.09(7)
   Net realized and unrealized gain (loss)(4)    0.20              2.78            (4.75)           0.41
                                               ------            ------           ------           -----
     TOTAL FROM INVESTMENT OPERATIONS            0.35              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                        0.35              2.78            (4.99)           0.44
                                               ------            ------           ------           -----
NET ASSET VALUE, END OF PERIOD                 $ 8.58            $ 8.23           $ 5.45          $10.44
                                               ======            ======           ======          ======
Total return(1)                                  4.25%            52.94%          (45.29)%          4.98%(3)
RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period (thousands)       $9,638            $9,068           $6,352         $13,355
RATIO TO AVERAGE NET ASSETS OF:
   Operating expenses(6)                         2.10%             2.10%            2.10%           2.10%(2)
   Net investment income                         1.63%             1.03%            0.89%           0.95%(2)
Portfolio turnover                                 67%               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) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 3.07%, 3.11%,
3.12% and 3.36% for the periods ended July 31, 2000, 1999, 1998 and 1997,
respectively.
(6) If the investment adviser had not waived fees and reimbursed
expenses, the ratio of operating expenses to average net assets would have been
3.41%, 3.20%, 3.52% and 3.76% for the periods ended July 31, 2000, 1999, 1998
and 1997, 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  25
<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------


PHOENIX-ABERDEEN NEW ASIA SERIES
<TABLE>
<CAPTION>

                                                                         CLASS B
                                                ------------------------------------------------------------
                                                                                             FROM INCEPTION
                                                         YEAR ENDED JULY 31,                    9/4/96 TO
                                                2000              1999            1998           7/31/97
                                                ----              ----            ----           -------
<S>                                            <C>               <C>             <C>             <C>

Net asset value, beginning of period           $ 8.13            $ 5.40           $10.39          $10.00
INCOME FROM INVESTMENT OPERATIONS
   Net investment income (loss)(4)               0.08              0.02             0.01            0.01(6)
   Net realized and unrealized gain (loss)       0.20              2.75            (4.73)           0.43
                                               ------            ------           ------           -----
     TOTAL FROM INVESTMENT OPERATIONS            0.28              2.77            (4.72)           0.44
                                               ------            ------           ------           -----
LESS DISTRIBUTIONS
   Dividends from net investment income            --                --            (0.09)          (0.05)
   In excess of net investment income              --             (0.04)           (0.18)             --
                                               ------            ------           ------           -----
     TOTAL DISTRIBUTIONS                           --             (0.04)           (0.27)          (0.05)
                                               ------            ------           ------           -----
Change in net asset value                        0.28              2.73            (4.99)           0.39
                                               ------            ------           ------           -----
NET ASSET VALUE, END OF PERIOD                 $ 8.41            $ 8.13           $ 5.40          $10.39
                                               ======            ======           ======          ======
Total return(1)                                  3.44%            51.68%          (45.83)%          4.37%(3)
RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period (thousands)       $3,317            $3,481           $2,756          $6,416
RATIO TO AVERAGE NET ASSETS OF:
   Operating expenses(5)                         2.85%             2.85%            2.85%           2.85%(2)
   Net investment income                         0.83%             0.03%            0.18%           0.06%(2)
Portfolio turnover                                 67%               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) If the investment adviser had not waived fees and reimbursed expenses, the
    ratio of operating expenses to average net assets would have been 4.15%,
    3.95%, 4.27% and 4.51% for the periods ended July 31, 2000, 1999, 1998 and
    1997, respectively.
(6) 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 Series Fund
<PAGE>


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

STATEMENT OF ADDITIONAL INFORMATION

The funds have filed a Statement of Additional Information about the funds,
dated November 30, 2000, with the Securities and Exchange Commission. The
Statement contains more detailed information about the funds. It is incorporated
into this prospectus by reference and is legally part of the prospectus. You may
obtain a free copy of the Statement:


>        by writing to Phoenix Equity Planning Corporation, 56 Prospect Street,
         P.O. Box 150480, Hartford, Connecticut 06115-0480 or


>        by calling (800) 243-4361.

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

>        through its internet site (http://www.sec.gov),


>        by visiting its Public Reference Room in Washington, DC,


>        by writing to its Public Reference Section, Washington, DC 20549-6009
         (a fee may be charged), or

>        by electronic request at [email protected] (a fee may be charged).


Information about the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.


SHAREHOLDER REPORTS

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


>        by writing to Phoenix Equity Planning Corporation, 56 Prospect Street,
         P.O. Box 150480, Hartford, Connecticut 06115-0480 or


>        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


<TABLE>
<CAPTION>
<S>                                                  <C>

SEC File Nos. 333-5039 and 811-7643                  [RECYCLE LOGO] Printed on recycled paper using soybean ink
</TABLE>

                                                Phoenix-Aberdeen Series Fund  27
<PAGE>

PHOENIX EQUITY PLANNING CORPORATION
PO Box 150480
Hartford CT 06115-0480


[LOGO] PHOENIX
       INVESTMENT PARTNERS




For more information about
Phoenix mutual funds, please call
your financial representative or
contact us at 1-800-243-4361 or
www.phoenixinvestments.com




PXP 147 (11/00)

<PAGE>


                         PHOENIX-ABERDEEN NEW ASIA FUND
                     PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND


                                101 Munson Street
                              Greenfield, MA 01301

                       STATEMENT OF ADDITIONAL INFORMATION

                                November 30, 2000

   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 30, 2000, 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 56 Prospect
Street, P.O. Box 150480, Hartford, CT 06115-0480.


                                TABLE OF CONTENTS

                                                                           PAGE


The Trust..................................................................   1
Investment Restrictions....................................................   1
Investment Techniques & Risks..............................................   2
Performance Information ...................................................   6
Portfolio Transactions and Brokerage.......................................   7
Services of the Advisers...................................................   8
Services of the Administrator..............................................  10
Net Asset Value............................................................  10
How to Buy Shares..........................................................  10
Alternative Purchase Arrangements..........................................  11
Investor Account Services..................................................  13
How to Redeem Shares.......................................................  14
Tax Sheltered Retirement Plans.............................................  15
Dividends, Distributions and Taxes.........................................  16
The Distributor............................................................  18
Distribution Plans.........................................................  19
Management of the Trust ...................................................  20
Additional Information.....................................................  25




                        Customer Service: (800) 243-1574
                            Marketing: (800) 243-4361
                        Telephone Orders: (800) 367-5877
                 Telecommunications Device (TTY): (800) 243-1926




PXP 147B (11/00)

<PAGE>



                                    THE TRUST

   Phoenix-Aberdeen Series Fund (the "Trust") is a diversified open-end
management investment company, consisting currently of two series, the
Phoenix-Aberdeen Global Small Cap Fund and the Phoenix-Aberdeen New Asia Fund
(each a "Fund," and together the "Funds"), each with two classes of shares. The
Trust was originally organized as a Massachusetts business trust in May 1996,
and was reorganized as a business trust under Delaware law in November 2000.


   The Trust's prospectus describes the investment objectives of each of the
Funds and the strategies that each of the Funds will employ in seeking to
achieve its investment objective. Each Fund's investment objectives is a
fundamental policy of that Fund and may not be changed without the vote of a
majority of the outstanding voting securities of that Fund. The following
discussion describes the Funds' investment policies and techniques and
supplements the disclosure in the Prospectus.


                             INVESTMENT RESTRICTIONS

   The following investment restrictions have been adopted by the Trust with
respect to each of the Funds. Except as otherwise stated, these investment
restrictions are "fundamental" policies. A "fundamental" policy is defined in
the 1940 Act to mean that the restriction cannot be changed without the vote of
a "majority of the outstanding voting securities" of the Fund. A majority of the
outstanding voting securities is defined in the 1940 Act as the lesser of (a)
67% or more of the voting securities present at a meeting if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, or (b) more than 50% of the outstanding voting securities.

     The Fund may not:

     (1) With respect to 75% of its total assets, purchase securities of an
issuer (other than the U.S. Government, its agencies, instrumentalities or
authorities or repurchase agreements collateralized by U.S. Government
securities and other investment companies), if: (a) such purchase would, at the
time, cause more than 5% of the Fund's total assets taken at market value to be
invested in the securities of such issuer; or (b) such purchase would, at the
time, result in more than 10% of the outstanding voting securities of such
issuer being held by the Fund.


     (2) Purchase securities if, after giving effect to the purchase, more than
25% of its total assets would be invested in the securities of one or more
issuers conducting their principal business activities in the same industry
(excluding the U.S. Government, its agencies or instrumentalities).


     (3) Borrow money, except (i) in amounts not to exceed one third of the
value of the Fund's total assets (including the amount borrowed) from banks, and
(ii) up to an additional 5% of its total assets from banks or other lenders for
temporary purposes. For purposes of this restriction, (a) investment techniques
such as margin purchases, short sales, forward commitments, and roll
transactions, (b) investments in instruments such as futures contracts, swaps,
and options and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing.

     (4) Issue "senior securities" in contravention of the 1940 Act. Activities
permitted by SEC exemptive orders or staff interpretations shall not be deemed
to be prohibited by this restriction.

     (5) Underwrite the securities issued by other persons, except to the extent
that, in connection with the disposition of portfolio securities, the Fund may
be deemed to be an underwriter under applicable law.

     (6) Purchase or sell real estate, except that the Fund may (i) acquire or
lease office space for its own use, (ii) invest in securities of issuers that
invest in real estate or interests therein, (iii) invest in mortgage-related
securities and other securities that are secured by real estate or interests
therein, (iv) hold and sell real estate acquired by the Fund as a result of the
ownership of securities.

     (7) Purchase or sell commodities or commodity contracts, except the Fund
may purchase and sell derivatives (including, but not limited to, options,
futures contracts and options on futures contracts) whose value is tied to the
value of a financial index or a financial instrument or other asset (including,
but not limited to, securities indexes, interest rates, securities, currencies
and physical commodities).

     (8) Make loans, except that the Fund may (i) lend portfolio securities,
(ii) enter into repurchase agreements, (iii) purchase all or a portion of an
issue of debt securities, bank loan participation interests, bank certificates
of deposit, bankers' acceptances, debentures or other securities, whether or not
the purchase is made upon the original issuance of the securities and (iv)
participate in an interfund lending program with other registered investment
companies.

     If any percentage restriction described above for the Fund is adhered to at
the time of investment, a subsequent increase or decrease in the percentage
resulting from a change in the value of the Fund's assets will not constitute a
violation of the restriction.

                                       1
<PAGE>

                         INVESTMENT TECHNIQUES AND RISKS

   The funds may utilize the following practices or techniques in pursuing their
investment objectives:

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.

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 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 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 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.

                                       2
<PAGE>

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 their portfolio securities or securities
which they intend to purchase. A Fund may use foreign currency futures contracts
to hedge against changes in the value of foreign currencies. See "Foreign
Currency Transactions" below. Hedging is accomplished when an investor takes a
position in the futures market opposite to the investor's 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
(although in inverse relation to) 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 or the value of
foreign currencies 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 utilizing
this investment technique may wish to purchase in the future by purchasing
futures contracts.

   Each Fund may purchase or sell any financial futures contracts which are
traded on a recognized exchange or board of trade and may purchase exchange- or
board-traded put and call options on financial futures contracts as a hedge
against anticipated changes in the market value of its portfolio securities or
securities which it intends to purchase. Financial futures contracts consist of
interest rate futures contracts, securities index futures contracts and foreign
currency futures contracts. 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 in which a Fund purchases or sells a security,
no security is delivered or received by a Fund upon the purchase or sale of a
financial futures contract (although an obligation to deliver or receive the
underlying security in the future is created by such a contract). Initially,
when it enters into a financial futures contract, a Fund utilizing this
investment technique will be required to deposit in a pledged account with the
Funds' custodian bank with respect to such Fund an amount of cash or U.S.
Treasury bills. 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, however,
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.

   Any Fund utilizing this investment technique 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, and will be in addition to those paid for direct purchases and sales
of securities.

   LIMITATIONS ON FUTURES CONTRACTS AND RELATED OPTIONS. Any Fund utilizing this
investment technique 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 portfolio securities or
securities which it intends to purchase or foreign currencies. A Fund utilizing
this investment technique may not purchase or sell financial futures contracts
or related options if, immediately thereafter, the sum of the amount of initial
margin deposits on the Fund's existing futures and related options positions and
the premiums paid for related options would exceed 5% of the market value of the
Fund's total assets. At the time of purchase of a futures contract or a call
option on a futures contract, any asset, including equity securities and
non-investment grade debt so long as the asset is liquid, unencumbered and
marked to market daily equal to the market value of the futures contract minus
the Fund's initial margin deposit with respect thereto will be deposited in a
pledged account with the Fund's custodian bank with respect to such Fund to
collateralize fully the position and thereby ensure that it is not leveraged.

   RISKS RELATING TO FUTURES CONTRACTS AND RELATED OPTIONS. Positions in futures
contracts and related options may be closed out on an exchange if the exchange
provides a secondary market for such contracts or options. A Fund utilizing this

                                       3

<PAGE>

investment technique will enter into a futures or futures related option
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 the Fund would continue to be
required to make daily margin payments. In this situation, if the Fund has
insufficient cash to meet daily margin requirements, it may have to sell
portfolio securities to meet its margin obligations at a time when it may be
disadvantageous to do so. In addition, the 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
the Fund's ability to hedge its positions 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 limit a hedger's opportunity to benefit fully from
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 turnover rate.

   The successful use of futures contracts and related options depends on the
ability of the Adviser to forecast correctly the direction and extent of market
movements, interest rates and other market factors 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, the Fund may realize a loss on the hedging transaction which is not
offset by an increase in the value of its portfolio securities. Options and
futures may also fail as a hedging technique in cases where the movements of the
securities underlying the options and futures do not follow the price movements
of the portfolio securities subject to the hedge. As a result, the Fund's total
return for the period may be less than if it had not engaged in the hedging
transaction.

   Utilization of futures or options 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 or currencies which are being hedged.
If the price of the futures contract moves more or less than the price of the
securities or currency being hedged, the Fund will experience a gain or loss
which will not be completely offset by movements in the price of the securities
or currency. It is possible that, where a Fund has sold futures contracts to
hedge against decline in the market, the market may advance and the value of
securities held in the Fund or the currencies in which its foreign securities
are denominated may decline. If this occurred, the Fund would lose a potentially
unlimited amount of 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 or foreign
currencies before the 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 the 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, the 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 elect to close out their contracts through offsetting
transactions rather than to meet margin deposit requirements. In such cases,
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 or
currencies rather than to engage in closing transactions because such action
would reduce the liquidity of the futures market. In addition, because, from the
point of view of speculators, the deposit requirements in the futures markets
are less onerous than margin requirements in the underlying securities market,
increased participation by speculators in the futures market could cause
temporary price distortions. Because of the possibility of price distortions in
the futures market and of the imperfect correlation between movements in the
prices of securities or foreign currencies and movements in the prices of
futures contracts, a correct forecast of market trends may still not result in a
successful hedging transaction.

FOREIGN CURRENCY TRANSACTIONS

   Each Fund may engage in foreign currency transactions. 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 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 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 Funds'
custodian banks will segregate any asset, including equity securities and
non-investment grade debt securities, so long as the asset is liquid,
unencumbered and marked to market daily in an amount not less than the value of
a Fund's total assets committed to forward foreign currency exchange contracts
entered into for the purchase of a foreign currency. If the value of the
securities segregated declines additional cash or securities will be added so
that the segregated amount is not less than the amount of the Fund's commitments
with respect to such contracts. Generally, a Fund will not enter into forward
contracts with terms 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

                                       4

<PAGE>

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 utilizing this technique 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 non-investment 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 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.

LENDING PORTFOLIO SECURITIES

   Each Fund may lend portfolio securities to broker-dealers and other financial
institutions provided that such loans are callable at any time by the Fund
utilizing this investment technique and are at all times secured by collateral
held by the Fund at least equal to 102% of the market value determined daily of
the loaned securities. The Fund utilizing this investment technique will
continue to receive any income on the loaned securities and at the same time
will earn interest on cash collateral (which will be invested in short-term debt
obligations) or a securities lending fee in the case of collateral in the form
of U.S. Government securities. A loan may be terminated at any time by either
the Fund or the borrower. Upon termination of a loan the borrower will be
required to return the securities to the Fund and any gain or loss in the market
price during the period of the loan would accrue to the Fund. If the borrower
fails to maintain the requisite amount of collateral the loan will automatically
terminate and the Fund may use the collateral to replace the loaned securities
while holding the borrower liable for any excess of the replacement cost over
the amount of the collateral.

   When voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loan in whole or in
part as may be appropriate in order to exercise such rights if the matters
involved would have a material effect on the Fund's investment in the securities
which are the subject of the loan. The Fund may pay reasonable finders
administrative and custodial fees in connection with loans of its portfolio
securities.

   As with any extension of credit there are risks of delay in recovery of the
loaned securities and in some cases loss of rights in the collateral should the
borrower of the securities fail financially. However loans of portfolio
securities will be made only to firms considered by the Funds to be creditworthy
and when the Adviser believes the consideration to be earned justifies the
attendant risks.

REPURCHASE AGREEMENTS

   Repurchase agreements, as described in the Funds' Prospectus, will be entered
into only with commercial banks, brokers and dealers considered by the Funds to
be credit-worthy. The Trustees of the Funds will monitor each Fund's repurchase
agreement

                                       5

<PAGE>

transactions periodically and, with the Funds' investment adviser, will consider
standards which the Funds' investment adviser will use in reviewing the
creditworthiness of any party to a repurchase agreement with a Fund.

   The use of repurchase agreements involves certain risks. For example, if the
seller under a repurchase agreement defaults on its obligation to repurchase the
underlying instrument at a time when the value of the instrument has declined, a
Fund may incur a loss upon its disposition. If the seller becomes insolvent and
subject to liquidation or reorganization under bankruptcy or other laws, a
bankruptcy court may determine that the underlying instrument is collateral for
a loan by the Fund and therefore is subject to sale by the trustee in
bankruptcy. Finally, it is possible that the Fund may not be able to
substantiate its interest in the underlying instrument. While the Trustees of
the Funds acknowledge these risks, it is expected that they can be controlled
through careful structuring of repurchase agreement transactions to meet
requirements for treatment as a purchase and sale under the bankruptcy laws and
through monitoring procedures designed to assure the creditworthiness of
counter-parties to such transactions.

SMALL CAP ISSUERS

   Under normal market conditions, the Global Fund expects to invest at least
65% of its total assets in equity securities of small and medium capitalization
companies. Market capitalization of such issuers are determined at the time of
purchase. While the issuers in which the Fund will primarily invest may offer
greater opportunities for capital appreciation than larger capitalization
issuers, investments in smaller companies may have limited product lines,
markets or financial resources, or they may be dependent on a limited management
group. Full development of these companies takes time and, for this reason, the
Fund should be considered as a long-term investment and not as a vehicle for
seeking short-term profits, nor should an investment in the Fund be considered a
complete investment program. In addition, many small company stocks trade less
frequently and in smaller volume, and may be subject to more abrupt or erratic
price movements than stocks of large companies. The securities of small
companies may also be more sensitive to market changes than the securities of
large companies. These factors may result in above-average fluctuations in the
net asset value of the Fund's shares. The Fund is not an appropriate investment
for individual investors requiring safety of principal or a predictable return
of income from their investment.

                             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 = 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

                                       6

<PAGE>

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, 2000 for Class A
Shares was -1.74% and -3.74%, respectively, and for Class B Shares was -0.56%
and -3.50%, 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, 2000 for Class A Shares was 29.55% and 11.86%, respectively,
and for Class B Shares was 32.34% and 12.34%, 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-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

                                       7


<PAGE>

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.

   The Adviser may use its broker/dealer affiliates, or other firms that sell
shares of the Funds, to buy and sell securities for the Funds, provided they
have the execution capability and that their commission rates are comparable to
those of other unaffiliated broker/dealers. Directors of PXP Securities Corp. or
its affiliates receive benefits from the Funds as a result of its usual and
customary brokerage commissions that PXP Securities Corp. may receive for acting
as broker to the Funds in the purchase and sale of portfolio securities. The
investment advisory agreement does not provide for a reduction of the advisory
fee by any portion of the brokerage fees generated by portfolio transactions of
the Funds that PXP Securities Corp. may receive.


   For the fiscal years ended July 31, 1998, 1999 and 2000, brokerage commission
paid by the Trust on portfolio transactions totaled $212,101, $108,315 and
$149,632, respectively. In fiscal years ended July 31, 1998, 1999 and 2000, no
commissions were paid to any affiliate for portfolio transactions. Brokerage
commissions of $25,038 paid during the fiscal year ended July 31, 2000, were
paid on portfolio transactions aggregating $10,521,479 executed by brokers who
provided research and other statistical 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. ("Aberdeen") 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. Phoenix Home Life is the majority shareholder of Phoenix
Investment Partners, Ltd. ("PXP"). PXP is a publicly-traded independent
registered investment advisory firm and has served investors for over 70 years.
As of September 30, 2000, it had approximately 61.9 billion in assets under
management through its investment partners: Aberdeen Fund Managers Inc.
(Aberdeen) in Aberdeen, London, Singapore and Fort Lauderdale; Duff & Phelps
Investment Management Co. (Duff & Phelps) in Chicago; Roger Engemann &
Associates, Inc. (Engemann) in Pasadena; Seneca Capital Management LLC (Seneca)
in San Francisco; Phoenix/Zweig Advisers LLC (Zweig) in New York; and Phoenix
Investment Counsel, Inc. (Goodwin, Hollister, and Oakhurst divisions) in
Hartford, CT, Sarasota, FL and Scotts Valley, CA, respectively.

   PIC is located at 56 Prospect Street, Hartford, Connecticut, 06115. PIC acts
as the investment adviser for 14 fund companies totaling 37 mutual funds, as
subadviser to two fund companies totaling three mutual funds and as adviser to
institutional clients. PIC has acted as an investment adviser for over sixty
years. PIC was originally organized in 1932 as John P. Chase, Inc. As of
September 30, 2000, PIC had approximately $26.5 billion assets under management.
Philip R. McLoughlin, a Trustee and officer of the Fund, is a director of PIC.

   Aberdeen is located at 1 Financial Plaza, Suite 2210, Fort Lauderdale, FL
33394. Aberdeen is a wholly-owned subsidiary of Aberdeen Asset Management PLC
based in Aberdeen, Scotland. Together with its subsidiaries, Aberdeen Asset
Management PLC provides investment management services to unit and investment
trusts, segregated pension funds and other institutional and private portfolios,
and, through Aberdeen, U.S. mutual funds. Aberdeen has served as subadviser to
the Funds and to the Aberdeen New Asia Series of The Phoenix Edge Series Fund
since their inception in 1996. Aberdeen also has served as subadviser to
Phoenix-Aberdeen International Fund, Phoenix-Aberdeen Worldwide Opportunities
Fund and the International Series of The Phoenix Edge Series Fund since 1998. As
of September 30, 2000, Aberdeen Asset Management PLC had $31.7 billion in assets
under management.

                                       8
<PAGE>

   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, 1998, 1999 and 2000 for the New Asia Fund were $106,419, $84,293 and
$115,170, respectively, and for the Global Small Cap Fund were $301,367,
$202,386 and $248,454, 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."

   The Fund, its Adviser and Subadvisers, and its Distributor have each adopted
a Code of Ethics pursuant to Rule 17-j1 under the Investment Company Act of
1940. Personnel subject to the Codes of Ethics may purchase and sell securities
for their personal accounts, including securities that may be purchased, sold or
held by the Funds, subject to certain restrictions and conditions. Generally,
personal securities transactions are subject to preclearance procedures,
reporting requirements and holding period rules. The Codes also restrict
personal securities transactions in private placements, initial public offerings
and securities in which the Funds have a pending order.

                                       9
<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, 1998,
1999 and 2000 the administration fees for the New Asia Fund were $18,882,
$14,812 and $20,324, respectively, and for the Global Small Cap Fund were
$53,182 $35,715 and $43,848, 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.

                                       10
<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"). Orders received by dealers prior to the close of
trading on the New York Stock Exchange are confirmed at the offering price
effective at that time, provided the order is received by the Authorized Agent
prior to its close of business.

   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.

CLASS A SHARES-REDUCED INITIAL SALES CHARGES

   Investors choosing Class A Shares may be entitled to pay reduced sales
charges. The ways in which sales charges may be avoided or reduced are described
below.

   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;

                                       11

<PAGE>

(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, 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-Goodwin Money Market
Fund and Phoenix-Zweig Government Cash 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-Goodwin Money Market Fund and Phoenix-Zweig Government Cash 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.

                                       12
<PAGE>

   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.

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 Class 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.
Broker/dealers may impose their own restrictions and limits on accounts held
through the broker/dealer. Please consult your broker/dealer for account
restriction and limit information.

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"). Exchange privileges
may not be available for all Phoenix Funds, and may be rejected or suspended.

   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

                                       13

<PAGE>

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 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,

                                       14

<PAGE>

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.

   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.

   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. A shareholder should contact his/her
broker/dealer if he/she wishes to transfer shares from an existing broker/dealer
street name account to a street name account with another broker/dealer. The
Fund has no specific procedures governing such account transfers.

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.

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.

ACCOUNT REINSTATEMENT 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.

                         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");

                                       15
<PAGE>

   (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.

                       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 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

                                       16

<PAGE>

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.

   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 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.

                                       17

<PAGE>

                                 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 56 Prospect Street, P.O. Box 150480, Hartford, CT 06115-0480. 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 public. During the fiscal years 1998, 1999 and 2000,
purchasers of Fund shares paid aggregate sales charges of $262,562, $136,500 and
$93,323, respectively, of which the Distributor for the Funds received net
commissions of $210,029, $92,671 and $43,760, respectively, for its services,
the balance being paid to dealers. For the fiscal year ended July 31, 2000, the
Distributor received net commissions of $6,122 for Class A Shares and deferred
sales charges of $37,638 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                                5.75%                         6.10%                          5.25%
$50,000 but under $100,000                   4.75                          4.99                           4.25
$100,000 but under $250,000                  3.75                          3.90                           3.25
$250,000 but under $500,000                  2.75                          2.83                           2.25
$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.

                                       18

<PAGE>

   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.

SERVICES AS FINANCIAL AGENT

   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 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, 2000, Equity Planning received $115,279.


                               DISTRIBUTION PLANS


   The Trust has adopted a distribution plan for each class of shares (i.e., a
plan for the Class A Shares and a plan for the Class B Shares, collectively, the
"Plans") in accordance with Rule 12b-1 under the Act, to compensate the
Distributor for the services it provides and for the expenses it bears under the
Underwriting Agreement. Each class of shares pays a service fee at a rate of
0.25% per annum of the average daily net assets of such class of the Fund and
Class B Shares pay a distribution fee based on average daily net assets at a
rate of 0.75% per annum.


   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.

   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.

   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

                                       19

<PAGE>

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, 2000, the Funds paid Rule 12b-1 Fees in
the amount of $211,331, of which the principal underwriter received $144,172,
W.S. Griffith & Co., Inc., an affiliate, received $10,870 and unaffiliated
broker-dealers received $56,289. 12b-1 Fees paid by the Funds during last fiscal
year were spent on: (1) advertising, $369,207 (2) printing and mailing of
prospectuses to other than current shareholders, $1,478; (3) compensation to
dealers, $112,566; (4) compensation to sales personnel, $479,617; (5) service
costs, $37,509 and (6) other, $114,652.


   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 Delaware 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                               PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE              WITH THE TRUST                              DURING THE PAST 5 YEARS
---------------------              --------------                              -----------------------
<S>                                <C>              <C>
Robert Chesek (66)                 Trustee          Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix Funds.
49 Old Post Road                                    Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Wethersfield, CT 06109                              Mutual Funds (1996-present) and Phoenix-Seneca Funds (1999-present).


E. Virgil Conway (71)              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, Accuhealth (1994-present), Trism, Inc.
                                                    (1994-present), Realty Foundation of New York (1972-present) and New York
                                                    Housing Partnership Development Corp. (1985-present). Vice Chairman, Academy
                                                    of Political Science  (1985-present). Director/Trustee, Phoenix Funds
                                                    (1993-present). Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
                                                    Institutional Mutual Funds (1996-present) and Phoenix-Seneca Funds
                                                    (2000-present). Director, Duff & Phelps Utilities Tax-Free Income Inc. and
                                                    Duff & Phelps Utility and Corporate Bond Trust Inc. (1995-present).
                                                    Chairman/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).

</TABLE>
                                       20

<PAGE>
<TABLE>
<CAPTION>

                                   POSITIONS HELD                               PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE              WITH THE TRUST                              DURING THE PAST 5 YEARS
---------------------              --------------                              -----------------------
<S>                                <C>              <C>
*James M. Oates (54)               Trustee          Chairman, IBEX Capital Markets, Inc. (formerly IBEX Capital Markets LLC)
 Managing Director                                  (1997-present). Managing Director, Wydown Group (1994-present). Director,
 The Wydown Group                                   Phoenix Investment Partners, Ltd. (1995-present). Director/ Trustee, Phoenix
 IBEX Capital Markets, Inc.                         Funds (1987-present). Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff &
 60 State Street                                    Phelps Institutional Mutual Funds (1996-present) and Phoenix-Seneca Funds
 Suite 950                                          (2000-present). Director, AIB Govett Funds (1991-present), Blue Cross and
 Boston, MA 02109                                   Blue Shield of New Hampshire (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.


Herbert Roth, Jr. (72)             Trustee          Director/Trustee, Phoenix Funds (1980-present). Trustee, Phoenix-Aberdeen
134 Lake Street                                     Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds (1996-present)
P.O. Box 909                                        and Phoenix-Seneca Funds (2000-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).


Richard E. Segerson (54)           Trustee          Managing Director, Northway Management Company (1998-present).
102 Valley Road                                     Director/Trustee, Phoenix Funds (1993-present). Trustee, Phoenix-Aberdeen
New Canaan, CT 06840                                Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds (1996-present)
                                                    and Phoenix-Seneca Funds (2000-present). Managing Director, Mullin Associates
                                                    (1993-1998).

Lowell P. Weicker, Jr. (69)        Trustee          Trustee/Director, Phoenix Funds (1995-present). Trustee, Phoenix-Aberdeen
731 Lake Avenue                                     Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds (1996-present)
Greenwich, CT 06830                                 and Phoenix-Seneca Funds (2000-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 (42)             Executive        Director and Executive Vice President, Investments, Phoenix Investment
                                   Vice             Partners, Ltd. (1995-present). Executive Vice President, Phoenix Funds
                                   President        (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).

John F. Sharry (48)                Executive        President, Retail Division (1999-present), Executive Vice President, Retail
                                   Vice             Division (1997-1999), Phoenix Investment Partners, Ltd. Managing Director,
                                   President        Retail, Phoenix Equity Planning Corporation (1995-present). Executive Vice
                                                    President, Phoenix Funds, Phoenix-Aberdeen Series Fund (1998-present) and
                                                    Phoenix-Seneca Funds (2000-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>
                                                                21

<PAGE>
<TABLE>
<CAPTION>

                                   POSITIONS HELD                               PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE              WITH THE TRUST                              DURING THE PAST 5 YEARS
---------------------              --------------                              -----------------------

<S>                                <C>              <C>
Chong Yoon Chou (32)               Senior           Investment Manager, Aberdeen Asset Management ( 1994-present). Director,
Aberdeen Asset Management          Vice             Aberdeen Asset Management Asia Limited (1998-present).
Asia Limited                       President
21 Church Street
#01-01 Capital Square Two
Singapore, 049480

Christopher D. Fishwick (39)       Senior           Investment Director, Aberdeen Asset Managers, LTD (1991-present). Director,
Aberdeen Asset                     Vice             Phoenix-Aberdeen International Advisors LLC (1996-present).
Managers, LTD                      President
10 Queens Terrace
Aberdeen, Scotland

Peter Hames (39)                   Senior           Far East Investment Director, Aberdeen Asset Management Asia Limited
Aberdeen Asset Management          Vice             (1992-present).
Asia Limited                       President
21 Church Street
#01-01 Capital Square Two
Singapore, 049480

Hugh Young (42)                    Senior           Director, Aberdeen Asset Management Limited (1988-present). Far East
Aberdeen Asset                     Vice             Investment Director, Aberdeen Asset Management Asia Limited (1992-present).
Management                         President        Managing Director, Aberdeen Asset Management Asia Limited (1992-present).
Asia Limited                                        Director, Phoenix-Aberdeen International Advisors LLC (1996-present). Far
21 Church Street                                    East Investment Director, Phoenix Investment Counsel, Inc. (1996-present).
#01-01 Capital Square Two                           Senior Vice President, The Phoenix Edge Series Fund (1996-present). Director,
Singapore, 049480                                    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 (28)                Senior           Investment Manager, Aberdeen Asset Management Asia Limited
Aberdeen Asset Management          Vice             (1994-present).
Asia Limited                       President
21 Church Street
#01-01 Capital Square Two
Singapore, 049480

Christian C. Bertelsen (57)        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) and Phoenix-Aberdeen 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).

Robert S. Driessen (53)            Vice             Vice President and Compliance Officer, Phoenix Investment Partners, Ltd.
                                   President and    (1999-present) and Phoenix Investment Counsel, Inc. (1999-present). Vice
                                   Assistant        President, Phoenix Funds, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
                                   Secretary        Institutional Mutual Funds (1999-present) and Phoenix-Seneca Funds
                                                    (2000-present). Compliance Officer (2000-present and Associate Compliance
                                                    Officer (1999), PXP Securities Corporation. Vice President, Risk Management
                                                    Liaison, Bank of America (1996-1999). Vice President, Securities Compliance,
                                                    The Prudential Insurance Company of America (1993-1996). Branch
                                                    Chief/Financial Analyst, Securities and Exchange Commission, Division of
                                                    Investment Management (1972-1993).

</TABLE>
                                                                22

<PAGE>
<TABLE>
<CAPTION>

                                   POSITIONS HELD                               PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE              WITH THE TRUST                              DURING THE PAST 5 YEARS
---------------------              --------------                              -----------------------
<S>                                <C>              <C>
William R. Moyer (56)              Vice             Executive Vice President and Chief Financial Officer (1999-present), Senior
100 Bright Meadow Blvd.            President        Vice President and Chief Financial Officer (1995-1999), Phoenix Investment
P.O. Box 2200                                       Partners, Ltd., Senior Vice President (1990-present), Chief Financial
Enfield, CT 06083-2200                              Officer, Finance (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., Treasurer
                                                    (1999-present). 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), and Phoenix-Aberdeen Series Fund (1996-present). Executive
                                                    Vice President, Phoenix-Seneca Funds (2000-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).

Julie L. Sapia (43)                Vice             Director, Money Market Trading (1998-present), Head Money Market Trader (1997),
                                   President        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 (48)              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) and Phoenix-Seneca Funds
                                                    (2000-present). Second Vice President and Treasurer, Fund Accounting, Phoenix
                                                    Home Life Mutual Insurance Company (1994-1995).
G. Jeffrey Bohne (53)              Secretary        Vice President and General Manager, Phoenix Home Life Mutual Insurance Co.
101 Munson Street                                   (1993-present). Vice President, Mutual Fund Customer Service (1996-present),
Greenfield, MA 01301                                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), Phoenix-Aberdeen Series Fund
                                                    (1996-present) and Phoenix-Seneca Funds (2000-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.


   For services rendered to the Trust during the fiscal year ended July 31,
2000, the Trustees received an aggregate of $31,068 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:

                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                TOTAL
                                                           PENSION OR                ESTIMATED               COMPENSATION
                                                           RETIREMENT                  ANNUAL               FROM TRUST AND
                                   AGGREGATE                BENEFITS                  BENEFITS               FUND COMPLEX
                                  COMPENSATION           ACCRUED AS PART                UPON                  (31 FUNDS)
NAME                               FROM TRUST           OF TRUST EXPENSES            RETIREMENT            PAID TO TRUSTEES
----                              ------------          -----------------            ----------            ----------------
<S>                                  <C>                      <C>                       <C>                     <C>
Robert Chesek                        $3,063                                                                    $30,000
E. Virgil Conway+                    $2,905                                                                    $23,250
Harry Dalzell-Payne+                 $3,488                                                                    $43,250
Francis E. Jeffries                  $3,000*                                                                   $30,000
Leroy Keith, Jr.                     $3,063                   None                      None                   $30,000
Philip R. McLoughlin+                $    0                  for any                   for any                 $     0
Everett L. Morris+                   $2,850*                 Trustee                   Trustee                 $35,500
James M. Oates+                      $3,250                                                                    $30,750
Herbert Roth, Jr.+                   $2,375                                                                    $28,750
Richard E. Segerson                  $3,600*                                                                   $36,000
Lowell Weicker, Jr.                  $3,475                                                                    $35,250
</TABLE>

* This compensation (and the earnings thereon) will be deferred pursuant to the
  Deferred Compensation Plan. At September 30, 2000, the total amount of
  deferred compensation (including interest and other accumulation earned on the
  original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
  Segerson was $547,732.52, $210,498.92, $178,770.56 and $129,978.47,
  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.


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


   As of November 7, 2000, 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 November 7, 2000 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                PERCENT OF CLASS        NUMBER OF SHARES
-------------------                           --------------                ----------------        ----------------

<S>                                           <C>                                <C>                  <C>
Phoenix Home Life                             Global Small Cap                   36.81%               588,481.360
Attn: Pamela Levesque                         Class A
One American Row                              New Asia Fund                      30.59%               309,003.355
Hartford, CT 06115-2521                       Class A

Merrill Lynch Pierce                          Small Cap Fund                     10.52%                87,049.845
Fenner & Smith                                Class B
4800 Deer Lake Dr. E. #3                      New Asia Fund                       6.47%                24,507.600
Jacksonville, FL 32246-6486                   Class B

Prudential Securities Inc. FBO                New Asia Fund                       5.74%                21,764.882
Buckeye American Inc.                         Class B
150 E. Bridge Street
Elyria, OH  44035-5219

Prudential Securities Inc. FBO                New Asia Fund                      10.97%                41,595.353
Spritzer Management                           Class B
150 E. Bridge Street
Elyria, OH  44035-5219
</TABLE>

CAPITAL STOCK


   The capitalization of the Trust consists solely of an unlimited number of
shares of beneficial interest. The Trust currently offers shares in different
Funds and different classes of those Funds. Holders of shares of a Fund have
equal rights with regard to voting, redemptions, dividends, distributions, and
liquidations with respect to that Fund. Shareholders of all Funds vote on the
election of Trustees. On matters affecting an individual Fund (such as approval
of an investment advisory agreement or a change in fundamental investment
policies) and on matters affecting an individual class (such as approval of
matters relating to a Plan of

                                       24

<PAGE>

Distribution for a particular class of shares), a separate vote of that Fund or
Class is required. The Trust does not hold regular meetings of shareholders. The
Trustees will call a meeting when at least 10% of the outstanding shares so
request in writing. If the Trustees fail to call a meeting after being so
notified, the Shareholders may call the meeting. The Trustees will assist the
Shareholders by identifying other shareholders or mailing communications, as
required under Section 16(c) of the 1940 Act.

   Shares are fully paid, nonassessable, redeemable and fully transferable when
they are issued. Shares do not have cumulative voting rights, preemptive rights
or subscription rights. The assets received by the Trust for the issue or sale
of shares of each Fund, and any class thereof and all income, earnings, profits
and proceeds thereof, are allocated to such Fund, and class, respectively,
subject only to the rights of creditors, and constitute the underlying assets of
such Fund or class. The underlying assets of each Fund are required to be
segregated on the books of account, and are to be charged with the expenses in
respect to such Fund and with a share of the general expenses of the Trust. Any
general expenses of the Trust not readily identifiable as belonging to a
particular Fund or class will be allocated by or under the direction of the
Trustees as they determine fair and equitable.

   Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a business trust such as the Trust may be personally liable for
debts or claims against the Trust. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Trust. The Declaration of Trust provides for indemnification
out of the Trust property for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability, which
is considered remote, is limited to circumstances in which the Trust itself
would be unable to meet its obligations.

   Shares are fully paid, nonassessable, redeemable and fully transferable when
they are issued. Shares do not have cumulative voting rights, preemptive rights
or subscription rights. The assets received by the Trust for the issue or sale
of shares of each Fund, and any class thereof and all income, earnings, profits
and proceeds thereof, are allocated to such Fund, and Class, respectively,
subject only to the rights of creditors, and constitute the underlying assets of
such Fund or class. The underlying assets of each Fund are required to be
segregated on the books of account, and are to be charged with the expenses in
respect to such Fund and with a share of the general expenses of the Trust. Any
general expenses of the Trust not readily identifiable as belonging to a
particular Fund or Class will be allocated by or under the direction of the
Trustees as they determine fair and equitable.

   Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a business trust such as the Trust may be personally liable for
debts or claims against the Trust. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Trust and that every written agreement, undertaking or
obligation made or issued by the Trust shall contain a provision to that effect.
The Declaration of Trust provides for indemnification out of the Trust property
for all losses and expenses of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability, which is considered remote, is limited
to circumstances in which the Trust itself would be unable to meet its
obligations.

                             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, 56 Prospect Street, P.O. Box 150480, Hartford, CT 06115-0480,
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, 2000,
appearing in the Funds' 2000 Annual Report to Shareholders, are incorporated
herein by reference.

                                       25


<PAGE>

Phoenix-Aberdeen Global Small Cap Fund

                          INVESTMENTS AT JULY 31, 2000

<TABLE>
<CAPTION>
                                               SHARES      VALUE
                                              --------  -----------
<S>                                      <C>  <C>       <C>
U.S. COMMON STOCKS--39.0%
UNITED STATES--39.0%
Advanced Lighting Technologies, Inc.
(Electrical Equipment)(b)...............        15,600  $   219,375

Alliant Techsystems, Inc.
(Aerospace/Defense)(b)..................         3,500      247,625

Amkor Technology, Inc. (Electronics
(Semiconductors))(b)....................         3,000       82,500

Bank United Corp. Class A (Savings &
Loan Companies).........................         4,000      145,750

Black Box Corp. (Electrical
Equipment)(b)...........................         3,000      135,750

Boston Communications Group, Inc.
(Telecommunications
(Cellular/Wireless))(b).................        26,500      384,250

Brooktrout, Inc. (Communications
Equipment)(b)...........................        16,500      499,125
CBRL Group, Inc. (Restaurants)(b).......        15,000      178,125

Cal Dive International, Inc. (Oil & Gas
(Drilling & Equipment))(b)..............         4,000      193,000

Calpine Corp. (Power Producers
(Independent))(b).......................         7,500      534,375

Charles River Laboratories
International, Inc.
(Biotechnology)(b)......................        13,900      419,606

Computer Learning Centers, Inc.
(Services (Commercial & Consumer))......           286          366

Crossroads Systems, Inc. (Computers
(Peripherals))(b).......................         5,000       22,812

Crown Castle International Corp.
(Services (Commercial & Consumer))(b)...        14,000      476,000

<CAPTION>
                                               SHARES      VALUE
                                              --------  -----------
<S>                                      <C>  <C>       <C>
UNITED STATES--CONTINUED

Cullen/Frost Bankers, Inc. (Banks
(Regional)).............................        11,500  $   327,031
Dot Hill Systems Corp. (Computers
(Peripherals))(b).......................        25,000      231,250

Dura Pharmaceuticals, Inc. (Health Care
(Generic and Other))(b).................        10,000      226,250

Dynegy, Inc. Class A (Natural Gas)......         6,000      422,250

Enhance Financial Services Group, Inc.
(Insurance (Property-Casualty)).........         2,000       31,625

FortuneCity.com, Inc. (Computers
(Software & Services))(b)...............         9,000       41,615

Fuller (H.B.) Co. (Chemicals
(Specialty))............................         5,000      193,125

Global Marine, Inc. (Oil & Gas (Drilling
& Equipment))(b)........................         6,000      169,875

Gulf Island Fabrication, Inc. (Oil & Gas
(Drilling & Equipment))(b)..............        17,000      257,125

Health Care REIT, Inc. (REITS)..........         7,500      135,000

Horace Mann Educators Corp. (Insurance
(Property-Casualty))....................        13,000      181,187

Humana, Inc. (Health Care (Managed
Care))(b)...............................        40,000      292,500
JNI Corp. (Computers (Hardware))(b).....         2,900      123,794

L-3 Communications Holdings, Inc.
(Communications Equipment)(b)...........        11,000      647,625

LaSalle Hotel Properties (REITS)........         7,700      111,169
</TABLE>

6                      See Notes to Financial Statements
<PAGE>
Phoenix-Aberdeen Global Small Cap Fund

<TABLE>
<CAPTION>
                                               SHARES      VALUE
                                              --------  -----------
<S>                                      <C>  <C>       <C>
UNITED STATES--CONTINUED
Laser Vision Centers, Inc. (Health Care
(Medical Products & Supplies))(b).......        60,000  $   310,312
Littelfuse, Inc. (Electrical
Equipment)(b)...........................         7,000      246,750
Litton Industries, Inc. (Electronics
(Defense))(b)...........................         7,700      380,669
MIH Ltd. (Broadcasting (Television,
Radio & Cable))(b)......................         7,300      220,369
MasTec, Inc. (Engineering &
Construction)(b)........................         7,300      242,269
Maverick Tube Corp. (Iron & Steel)(b)...         3,700       84,406
Metris Cos., Inc. (Consumer Finance)....         2,400       70,350

Parker Drilling Co. (Oil & Gas (Drilling
& Equipment))(b)........................        25,000      139,063

Quantum Corp. - DLT & Storage Systems
(Computers (Peripherals))(b)............        27,000      317,250

R&B Falcon Corp. (Oil & Gas (Drilling &
Equipment))(b)..........................        13,000      259,188

Radian Group, Inc. (Insurance
(Property-Casualty))....................         6,000      365,250

Rowan Cos., Inc. (Oil & Gas (Drilling &
Equipment))(b)..........................         4,000      101,000

Santa Fe International Corp. (Oil & Gas
(Drilling & Equipment)).................         8,000      281,000

Shaw Group, Inc. (The) (Metal
Fabricators)(b).........................         8,500      400,562
Terex Corp. (Machinery
(Diversified))(b).......................        32,000      528,000
Texas Industries, Inc. (Construction
(Cement & Aggregates))..................         6,000      194,625

Titan Corp. (The) (Computers (Software &
Services))(b)...........................         1,500       44,531

Tower Automotive, Inc. (Auto Parts &
Equipment)(b)...........................        12,000      146,250
Triad Hospitals, Inc. (Health Care
(Hospital Management))(b)...............        11,000      276,375

Trigon Healthcare, Inc. (Health Care
(Managed Care))(b)......................         9,000      477,000

Valassis Communications, Inc. (Specialty
Printing)(b)............................        15,500      521,188
Vintage Petroleum, Inc. (Oil & Gas
(Exploration & Production)).............         5,000       90,000
- -------------------------------------------------------------------
TOTAL U.S. COMMON STOCKS
(IDENTIFIED COST $11,000,353)                            12,626,487
- -------------------------------------------------------------------
FOREIGN COMMON STOCKS--53.4%
AUSTRALIA--2.0%
BRL Hardy Ltd. (Beverages
(Alcoholic))............................        75,000      307,016

<CAPTION>
                                               SHARES      VALUE
                                              --------  -----------
<S>                                      <C>  <C>       <C>
AUSTRALIA--CONTINUED
Pacifica Group Ltd. (Auto Parts &
Equipment)..............................       125,000  $   340,164
                                                        -----------
                                                            647,180
                                                        -----------
AUSTRIA--1.4%
Plaut AG (Services (Commercial &
Consumer))(b)...........................        16,520      327,586
VA Technologie AG (Engineering &
Construction)...........................         2,800      139,820
                                                        -----------
                                                            467,406
                                                        -----------
BELGIUM--0.3%
Keyware Technologies (Services
(Commercial & Consumer))(b).............        12,000       84,000
BERMUDA--0.7%
Annuity and Life Re (Holdings) Ltd.
(Insurance (Life/ Health))..............         9,000      221,625
BRAZIL--1.0%
Embraer-Empresa Brasileira de
Aeronautica S.A. ADR
(Aerospace/Defense)(b)..................        15,000      337,500
CANADA--0.6%
Precision Drilling Corp. (Oil & Gas
(Drilling & Equipment))(b)..............         6,000      204,750
FINLAND--1.3%
Finnlines Oyj (Shipping)................         7,000      144,646

Teleste Corp. Oyj (Electronics
(Component Distributors))...............         9,500      259,685
                                                        -----------
                                                            404,331
                                                        -----------
FRANCE--3.5%
Altran Technologies SA (Services (Data
Processing))............................         1,500      312,040
Fimatex (Investment
Banking/Brokerage)(b)...................        15,000      203,625
Picogiga (Chemicals (Specialty))(b).....         4,710      376,210
Sidel SA (Machinery (Diversified))......         3,000      244,350
                                                        -----------
                                                          1,136,225
                                                        -----------
GERMANY--4.3%
Apcoa Parking AG (Services
(Employment))...........................         3,000      236,288

Bewag Aktiengesellschaft AG Class A
(Electric Companies)....................        11,040      144,242

Consors Discount Broker AG (Investment
Banking/ Brokerage)(b)..................         3,155      320,122

Fag Kugelfischer Georg Schaefer AG
(Metal Fabricators).....................        16,000      111,194

Intertainment AG (Entertainment)........         6,400      385,474
Techem AG (Services (Commercial &
Consumer))(b)...........................         7,500      180,691
                                                        -----------
                                                          1,378,011
                                                        -----------
</TABLE>

                       See Notes to Financial Statements                       7
<PAGE>
Phoenix-Aberdeen Global Small Cap Fund

<TABLE>
<CAPTION>
                                               SHARES      VALUE
                                              --------  -----------
<S>                                      <C>  <C>       <C>
HONG KONG--3.3%
Giordano International Ltd. (Retail
(Specialty-Apparel))....................       751,000  $ 1,064,160
INDIA--0.5%
ICICI Ltd. ADR (Financial
(Diversified))..........................        10,000      155,000
INDONESIA--0.2%
PT Tigaraksa Satria TBK (Distributors
(Food & Health))........................       181,000       56,946
IRELAND--0.8%
IFG Group PLC (Financial
(Diversified))..........................       183,300      263,267
ISRAEL--0.2%
Decode Genetics, Inc. (Biotechnology)...         2,100       53,944
ITALY--1.6%
Banca di Roma SPA (Banks (Major
Regional))..............................       123,000      139,049
Banca Popolare di Bergamo Credito
Varesino SCRL (Banks (Major
Regional))..............................        10,130      182,008

Ferretti SPA (Leisure Time
(Products))(b)..........................        71,000      211,844
                                                        -----------
                                                            532,901
                                                        -----------
JAPAN--4.7%
F.C.C. Co. Ltd. (Auto Parts &
Equipment)..............................        45,000      447,633
Kawasumi Laboratories, Inc. (Health Care
(Medical Products & Supplies))..........        52,000      469,809

Shinmei Electric Co., Ltd. (Electrical
Equipment)..............................        40,000      605,970
                                                        -----------
                                                          1,523,412
                                                        -----------
MEXICO--2.0%
Coca-Cola Femsa SA ADR (Beverages (Non-
Alcoholic)).............................         5,000       99,375

Corporacion Interamericana de
Entretenimiento SA de CV Class B
(Entertainment)(b)......................        30,000      140,246

Grupo Iusacell S.A. de C.V. ADR
(Telecommunications
(Cellular/Wireless))(b).................        12,000      158,250
Grupo Radio Centro SA de C.V. ADR
(Broadcasting (Television, Radio &
Cable)).................................        10,000      101,250

TV Azteca SA de CV ADR (Broadcasting
(Television, Radio & Cable))............        12,000      140,250
                                                        -----------
                                                            639,371
                                                        -----------
NETHERLANDS--1.5%
BE Semiconductor Industries NV
(Equipment (Semiconductors))(b).........        14,600      209,694

<CAPTION>
                                               SHARES      VALUE
                                              --------  -----------
<S>                                      <C>  <C>       <C>
NETHERLANDS--CONTINUED

IFCO Systems NV (Containers & Packaging
(Paper))(b).............................        11,250  $   260,612
                                                        -----------
                                                            470,306
                                                        -----------
NORWAY--1.3%
Tomra Systems ASA (Machinery
(Diversified))..........................        15,680      412,480
PORTUGAL--0.5%
BPI-SGPS S.A. - Registered Shares
(Investment Banking/Brokerage)..........        50,010      177,020
SINGAPORE--1.1%
Industrial & Commercial Bank Ltd. (Banks
(Major Regional)).......................        78,000      152,947

Robinson & Co., Ltd. (Retail (Department
Stores))................................        80,000      204,853
                                                        -----------
                                                            357,800
                                                        -----------
SPAIN--2.8%
Catalana Occidente SA (Insurance
(Property-Casualty))....................        10,510      146,569

NH Hoteles SA (Lodging-Hotels)..........        30,485      360,162
Red Electrica de Espana (Electric
Companies)..............................        20,000      192,737
Superdiplo SA (Retail (Specialty))(b)...        12,700      208,884
                                                        -----------
                                                            908,352
                                                        -----------
SRI LANKA--0.3%
John Keells Holdings Ltd (Beverages
(Alcoholic))............................       180,000      108,363
SWEDEN--4.2%
Artimplant AB Class B (Health Care
(Medical Products & Supplies))(b).......        32,000      415,231

Haldex AB (Machinery (Diversified)).....        18,000      186,461
Invik & Co. AB Class B (Financial
(Diversified))..........................         2,800      274,785

Ortivus AB Class B (Health Care (Medical
Products & Supplies))(b)................        47,300      118,627

Saab AB Class B (Electronics
(Defense))..............................        44,600      359,881
                                                        -----------
                                                          1,354,985
                                                        -----------
TAIWAN--0.2%
Standard Foods Taiwan Ltd. GDR
(Foods)(b)..............................        27,981       79,046
UNITED KINGDOM--13.1%
Access Plus PLC (Services (Commercial &
Consumer))..............................        85,000      572,871

Charles Stanley Group PLC (Investment
Banking/ Brokerage).....................        98,633      801,396

DCS Group PLC (Computers (Software &
Services))..............................        25,000      152,578
</TABLE>

8                      See Notes to Financial Statements
<PAGE>
Phoenix-Aberdeen Global Small Cap Fund

<TABLE>
<CAPTION>
                                               SHARES      VALUE
                                              --------  -----------
<S>                                      <C>  <C>       <C>
UNITED KINGDOM--CONTINUED
Gresham Computing PLC (Electronics
(Component Distributors))(b)............       371,500  $   166,919

IRE.Tex Group PLC (Containers (Metal &
Glass))(b)..............................       260,000       66,198

London Pacific Group Ltd. ADR (United
Kingdom) (Insurance (Life/Health))......        13,000      177,937

Rolfe & Nolan PLC (Services (Data
Processing))............................       100,000      505,474
Singer & Friedlander Group PLC
(Financial (Diversified))...............       140,000      554,599

Teather & Greenwood Holdings PLC
(Financial (Diversified))...............        60,000      635,774
Wilmington Group PLC (Publishing).......       108,000      604,143
                                                        -----------
                                                          4,237,889
                                                        -----------
- -------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $16,570,011)                            17,276,270
- -------------------------------------------------------------------
UNIT INVESTMENT TRUSTS--1.2%
AMEX Financial Select Sector Depository
Receipts................................        15,000      389,766
- -------------------------------------------------------------------
TOTAL UNIT INVESTMENT TRUSTS
(IDENTIFIED COST $347,010)                                  389,766
- -------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--93.6%
(IDENTIFIED COST $27,917,374)                            30,292,523
- -------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                  STANDARD
                                  & POOR'S     PAR
                                   RATING     VALUE
                                (Unaudited)   (000)      VALUE
                                ------------  ------  -----------
<S>                             <C>           <C>     <C>
SHORT-TERM OBLIGATIONS--5.9%
COMMERCIAL PAPER--5.9%
Koch Industries, Inc. 6.62%,
8/1/00........................      A-1+       $775   $   775,000
Wal-Mart Stores, Inc. 6.47%,
8/1/00........................      A-1         260       260,000
Coca-Cola Co. 6.48%, 8/7/00...      A-1         260       259,719
Albertson's, Inc. 6.49%,
8/8/00........................      A-1+        615       614,224
- -----------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $1,908,943)                            1,908,943
- -----------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                  <C>
TOTAL INVESTMENTS--99.5%
(IDENTIFIED COST $29,826,317)                          32,201,466(a)
Cash and receivables, less liabilities--0.5%              157,424
                                                     ------------
NET ASSETS--100.0%                                   $ 32,358,890
                                                     ============
</TABLE>

(a)  Federal Income Tax Information: Net unrealized appreciation of investment
     securities is comprised of gross appreciation of $6,897,736 and gross
     depreciation of $4,597,798 for federal income tax purposes. At July 31,
     2000, the aggregate cost of securities for federal income tax purpose was
     $29,901,528.
(b)  Non-income producing.

                       See Notes to Financial Statements                       9
<PAGE>
Phoenix-Aberdeen Global Small Cap Fund

                            INDUSTRY DIVERSIFICATION
                       AS A PERCENTAGE OF TOTAL VALUE OF
                          TOTAL LONG-TERM INVESTMENTS
                                  (UNAUDITED)

<TABLE>
<S>                                                  <C>
Aerospace/Defense..................................    2.0%
Auto Parts & Equipment.............................    3.1
Banks (Major Regional).............................    1.6
Banks (Regional)...................................    1.1
Beverages (Alcoholic)..............................    1.4
Beverages (Non-Alcoholic)..........................    0.3
Biotechnology......................................    1.6
Broadcasting (Television, Radio & Cable)...........    1.5
Building Materials.................................    0.7
Chemicals (Specialty)..............................    1.9
Communications Equipment...........................    3.8
Computers (Hardware)...............................    0.4
Computers (Peripherals)............................    1.9
Computers (Software & Services)....................    0.8
Construction (Cement & Aggregates).................    0.7
Consumer Finance...................................    0.2
Containers & Packaging (Paper).....................    0.9
Containers (Metal & Glass).........................    0.2
Distributors (Food & Health).......................    0.2
Electric Companies.................................    1.1
Electrical Equipment...............................    3.3
Electronics (Component Distributors)...............    1.4
Electronics (Defense)..............................    2.5
Electronics (Semiconductors).......................    0.3
Engineering & Construction.........................    1.3
Entertainment......................................    1.8
Equipment (Semiconductors).........................    0.7
Financial (Diversified)............................    6.3
Foods..............................................    0.3
Health Care (Generic And Other)....................    0.8%
Health Care (Hospital Management)..................    0.9
Health Care (Managed Care).........................    2.6
Health Care (Medical Products & Supplies)..........    4.4
Insurance (Life/Health)............................    1.3
Insurance (Property-Casualty)......................    2.4
Investment Banking/Brokerage.......................    5.0
Iron & Steel.......................................    0.3
Leisure Time (Products)............................    0.7
Lodging-Hotels.....................................    1.2
Machinery (Diversified)............................    4.6
Metal Fabricators..................................    1.7
Natural Gas........................................    1.4
Oil & Gas (Drilling & Equipment)...................    5.4
Oil & Gas (Exploration & Production)...............    0.3
Power Producers (Independent)......................    1.8
Publishing.........................................    2.0
Reits..............................................    0.8
Restaurants........................................    0.6
Retail (Department Stores).........................    0.7
Retail (Specialty).................................    0.7
Retail (Specialty-Apparel).........................    3.6
Savings & Loan Companies...........................    0.5
Services (Commercial & Consumer)...................    5.5
Services (Data Processing).........................    2.7
Services (Employment)..............................    0.8
Shipping...........................................    0.5
Specialty Printing.................................    1.7
Telecommunications (Cellular/Wireless).............    1.8
                                                     -----
                                                     100.0%
                                                     =====
</TABLE>

10                     See Notes to Financial Statements
<PAGE>
Phoenix-Aberdeen Global Small Cap Fund

                      STATEMENT OF ASSETS AND LIABILITIES
                                 JULY 31, 2000

<TABLE>
<S>                                                           <C>
ASSETS
Investment securities at value
  (Identified cost $29,826,317)                               $32,201,466
Cash                                                               19,015
Receivables
  Investment securities sold                                      253,360
  Fund shares sold                                                 23,612
  Dividends and interest                                           14,601
  Tax reclaim                                                       5,097
Prepaid expenses                                                      280
                                                              -----------
    Total assets                                               32,517,431
                                                              -----------
LIABILITIES
Payables
  Fund shares repurchased                                          47,593
  Transfer agent fee                                               16,547
  Distribution fee                                                 14,146
  Investment advisory fee                                           7,761
  Trustees' fee                                                     6,233
  Financial agent fee                                               5,369
  Administration fee                                                4,184
Accrued expenses                                                   56,708
                                                              -----------
    Total liabilities                                             158,541
                                                              -----------
NET ASSETS                                                    $32,358,890
                                                              ===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest              $24,641,896
Distributions in excess of net investment income                  (62,620)
Accumulated net realized gain                                   5,404,723
Net unrealized appreciation                                     2,374,891
                                                              -----------
NET ASSETS                                                    $32,358,890
                                                              ===========
CLASS A
Shares of beneficial interest outstanding, $1 par value,
  unlimited authorization (Net Assets $21,220,859)              1,550,320
Net asset value per share                                          $13.69
Offering price per share $13.69/(1-5.75%)                          $14.53
CLASS B
Shares of beneficial interest outstanding, $1 par value,
  unlimited authorization (Net Assets $11,138,031)                835,944
Net asset value and offering price per share                       $13.32
</TABLE>

                            STATEMENT OF OPERATIONS
                            YEAR ENDED JULY 31, 2000

<TABLE>
<S>                                                           <C>
INVESTMENT INCOME
Dividends                                                     $  306,675
Interest                                                          61,950
Foreign taxes withheld                                           (17,319)
                                                              ----------
    Total investment income                                      351,306
                                                              ----------
EXPENSES
Investment advisory fee                                          248,454
Distribution fee, Class A                                         47,174
Distribution fee, Class B                                        103,604
Financial agent fee                                               64,079
Administration fee                                                43,848
Transfer agent                                                    72,229
Custodian                                                         56,592
Professional                                                      33,255
Registration                                                      26,404
Printing                                                          25,234
Trustees                                                          21,989
Miscellaneous                                                     13,548
                                                              ----------
    Total expenses                                               756,410
    Less expenses borne by investment adviser                    (64,880)
                                                              ----------
    Net expenses                                                 691,530
                                                              ----------
NET INVESTMENT LOSS                                             (340,224)
                                                              ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities                                6,743,577
Net realized loss on foreign currency transactions                (6,336)
Net change in unrealized appreciation (depreciation) on
  investments                                                  2,120,765
Net change in unrealized appreciation (depreciation) on
  foreign currency and foreign currency transactions                (125)
                                                              ----------
NET GAIN ON INVESTMENTS                                        8,857,881
                                                              ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS          $8,517,657
                                                              ==========
</TABLE>

                       See Notes to Financial Statements                      11
<PAGE>
Phoenix-Aberdeen Global Small Cap Fund

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                          Year Ended   Year Ended
                                            7/31/00      7/31/99
                                          -----------  -----------
<S>                                       <C>          <C>
FROM OPERATIONS
  Net investment income (loss)            $  (340,224) $  (199,318)
  Net realized gain (loss)                  6,737,241     (940,765)
  Net change in unrealized appreciation
    (depreciation)                          2,120,640    1,799,015
                                          -----------  -----------
  INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS               8,517,657      658,932
                                          -----------  -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net realized gains, Class A                      --     (435,832)
  Net realized gains, Class B                      --     (289,554)
  In excess of net realized gains, Class
    A                                              --     (595,185)
  In excess of net realized gains, Class
    B                                              --     (395,424)
                                          -----------  -----------
  DECREASE IN NET ASSETS FROM
    DISTRIBUTIONS TO SHAREHOLDERS                  --   (1,715,995)
                                          -----------  -----------
FROM SHARE TRANSACTIONS
CLASS A
  Proceeds from sales of shares (850,427
    and 543,132 shares, respectively)      10,482,399    5,038,303
  Net asset value of shares issued from
    reinvestment of distributions
    (0 and 119,451 shares, respectively)           --      992,705
  Cost of shares repurchased (768,886
    and 953,295 shares, respectively)      (9,348,086)  (8,709,664)
                                          -----------  -----------
Total                                       1,134,313   (2,678,656)
                                          -----------  -----------
CLASS B
  Proceeds from sales of shares (135,542
    and 83,960 shares, respectively)        1,611,066      738,926
  Net asset value of shares issued from
    reinvestment of distributions
    (0 and 75,170 shares, respectively)            --      615,640
  Cost of shares repurchased (187,694
    and 483,883 shares, respectively)      (2,203,141)  (4,224,626)
                                          -----------  -----------
Total                                        (592,075)  (2,870,060)
                                          -----------  -----------
  INCREASE (DECREASE) IN NET ASSETS FROM
    SHARE TRANSACTIONS                        542,238   (5,548,716)
                                          -----------  -----------
  NET INCREASE (DECREASE) IN NET ASSETS     9,059,895   (6,605,779)
NET ASSETS
  Beginning of period                      23,298,995   29,904,774
                                          -----------  -----------
  END OF PERIOD [INCLUDING DISTRIBUTIONS
    IN EXCESS OF NET INVESTMENT INCOME
    OF ($62,620) AND ($56,055),
    RESPECTIVELY]                         $32,358,890  $23,298,995
                                          ===========  ===========
</TABLE>

12                     See Notes to Financial Statements
<PAGE>
Phoenix-Aberdeen Global Small Cap Fund

                              FINANCIAL HIGHLIGHTS
    (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
                                                                                      CLASS A
                                                             ---------------------------------------------------------
                                                                                                               FROM
                                                                        YEAR ENDED JULY 31,                  INCEPTION
                                                             -----------------------------------------       9/4/96 TO
                                                                  2000            1999            1998        7/31/97
<S>                                                          <C>             <C>             <C>             <C>
Net asset value, beginning of period                         $    9.96       $   10.11       $   11.08        $ 10.00
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)(4)                                (0.12)          (0.04)          (0.07)         (0.03)
  Net realized and unrealized gain (loss)                         3.85            0.52            0.14           1.11
                                                             ---------       ---------       ---------        -------
      TOTAL FROM INVESTMENT OPERATIONS                            3.73            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                                         3.73           (0.15)          (0.97)          1.08
                                                             ---------       ---------       ---------        -------
NET ASSET VALUE, END OF PERIOD                               $   13.69       $    9.96       $   10.11        $ 11.08
                                                             =========       =========       =========        =======
Total return(1)                                                 37.45%           5.99%           1.86%          10.80%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)                          $21,221         $14,626         $17,781        $23,874

RATIO TO AVERAGE NET ASSETS OF:
  Operating expenses(5)                                          2.10%           2.10%           2.10%           2.10%(2)
  Net investment income (loss)                                  (0.84)%         (0.50)%         (0.65)%         (0.32)%(2)
Portfolio turnover                                                112%             81%            212%            162%(3)
</TABLE>

<TABLE>
<CAPTION>
                                                                                      CLASS B
                                                             ---------------------------------------------------------
                                                                                                               FROM
                                                                        YEAR ENDED JULY 31,                  INCEPTION
                                                             -----------------------------------------       9/4/96 TO
                                                                  2000            1999            1998        7/31/97
<S>                                                          <C>             <C>             <C>             <C>
Net asset value, beginning of period                         $    9.77       $   10.00       $   11.00        $ 10.00
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)(4)                                (0.22)          (0.11)          (0.14)         (0.10)
  Net realized and unrealized gain (loss)                         3.77            0.51            0.14           1.10
                                                             ---------       ---------       ---------        -------
      TOTAL FROM INVESTMENT OPERATIONS                            3.55            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                                         3.55           (0.23)          (1.00)          1.00
                                                             ---------       ---------       ---------        -------
NET ASSET VALUE, END OF PERIOD                               $   13.32       $    9.77       $   10.00        $ 11.00
                                                             =========       =========       =========        =======
Total return(1)                                                 36.34%           5.22%           1.12%          10.00%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)                          $11,138          $8,673         $12,123        $17,658

RATIO TO AVERAGE NET ASSETS OF:
  Operating expenses(6)                                          2.85%           2.85%           2.85%           2.85%(2)
  Net investment income (loss)                                  (1.60)%         (1.26)%         (1.40)%         (1.07)%(2)
Portfolio turnover                                                112%             81%            212%            162%(3)
</TABLE>

<TABLE>
<C>                     <S>
         (1)            Maximum sales charges are not reflected in the total
                        return calculation.
         (2)            Annualized.
         (3)            Not annualized.
         (4)            Computed using average shares outstanding.
         (5)            If the investment adviser had not waived fees and
                        reimbursed expenses, the ratio of operating expenses to
                        average net assets would have been 2.32%, 2.36%, 2.37% and
                        2.61% for the periods ended July 31, 2000, 1999, 1998 and
                        1997, respectively.
         (6)            If the investment adviser had not waived fees and
                        reimbursed expenses, the ratio of operating expenses to
                        average net assets would have been 3.07%, 3.11%, 3.12% and
                        3.36% for the periods ended July 31, 2000, 1999, 1998 and
                        1997, respectively.
</TABLE>

                       See Notes to Financial Statements                      13
<PAGE>
Phoenix-Aberdeen New Asia Fund

                          INVESTMENTS AT JULY 31, 2000

<TABLE>
<CAPTION>
                                                SHARES       VALUE
                                              ----------  -----------
<S>                                      <C>  <C>         <C>
FOREIGN COMMON STOCKS--96.5%

AUSTRALIA--11.9%
Australian Gas Light Co., Ltd. (Natural
Gas)....................................          35,000  $   208,933
BRL Hardy Ltd. (Beverages
(Alcoholic))............................         100,000      409,354
Broken Hill Proprietary Co. Ltd.
(Manufacturing (Diversified))...........          12,000      126,801
Commonwealth Bank of Australia (Banks
(Major Regional)).......................           9,000      144,845

Leighton Holdings Ltd. (Engineering &
Construction)...........................          60,000      203,230
Pacifica Group Ltd. (Auto Parts &
Equipment)..............................          75,000      204,098
QBE Insurance Group Ltd. (Insurance
(Property-Casualty))....................          55,000      248,392
                                                          -----------
                                                            1,545,653
                                                          -----------

HONG KONG--14.4%
CDL Hotels International Ltd.
(Lodging-Hotels)........................       1,000,000      432,791

Cheung Kong (Holdings) Ltd. (Financial
(Diversified))..........................          18,000      212,356

Giordano International Ltd. (Retail
(Specialty-Apparel))....................         350,000      495,946

Li & Fung Ltd. (Distributors (Food &
Health))................................          39,000      194,044

<CAPTION>
                                                SHARES       VALUE
                                              ----------  -----------
<S>                                      <C>  <C>         <C>
HONG KONG--CONTINUED

Sun Hung Kai Properties Ltd. (Financial
(Diversified))..........................          20,000  $   159,011

Swire Pacific Ltd. Class B
(Manufacturing (Diversified))...........         450,000      375,086
                                                          -----------
                                                            1,869,234
                                                          -----------

INDIA--6.8%
BSES Ltd. GDR (Electric Companies)......          10,000      157,500

Gas Authority of India Ltd. GDR (Oil &
Gas (Refining & Marketing)).............          22,500      149,062

ICICI Ltd. ADR (Financial
(Diversified))..........................          12,000      186,000
Mahanagar Telephone Nigam Ltd. GDR
(Telephone).............................          25,000      218,750
Videsh Sanchar Nigam Ltd. GDR
(Telephone).............................          16,000      176,000
                                                          -----------
                                                              887,312
                                                          -----------

INDONESIA--5.1%
PT Gudang Garam Tbk (Tobacco)...........         130,000      194,641
PT Indonesian Satellite Corp. Tbk
(Telephone).............................         175,000      178,152

PT Unilever Indonesia Tbk (Household
Products (Non-Durable)).................          20,000      282,931
                                                          -----------
                                                              655,724
                                                          -----------
</TABLE>

18                     See Notes to Financial Statements
<PAGE>
Phoenix-Aberdeen New Asia Fund

<TABLE>
<CAPTION>
                                                SHARES       VALUE
                                              ----------  -----------
<S>                                      <C>  <C>         <C>
MALAYSIA--7.5%
Carlsberg Brewery Malaysia Berhad
(Beverages (Alcoholic)).................          75,000  $   256,586

Malaysian Oxygen Berhad (Chemicals
(Specialty))............................          95,000      250,007
Public Bank Berhad (Banks (Major
Regional))..............................         250,000      205,269
Sime UEP Properties Berhad
(Homebuilding)..........................         200,000      263,165
                                                          -----------
                                                              975,027
                                                          -----------

PHILIPPINES--3.6%
Ayala Land, Inc. (Financial
(Diversified))..........................       1,250,000      141,829

Bank of The Philippine Islands (Banks
(Major Regional)).......................          75,000      109,292

La Tondena Distillers, Inc. (Beverages
(Alcoholic))............................         300,000      213,578
                                                          -----------
                                                              464,699
                                                          -----------
SINGAPORE--16.2%
City Developments Ltd. (Financial
(Diversified))..........................          50,000      213,388

Clipsal Industries (Holdings) Ltd.
(Electrical Equipment)..................         150,000      196,375

NatSteel Ltd. (Metal Fabricators).......         100,000      136,684

Oversea-Chinese Banking Corp. Ltd.
(Banks (Major Regional))................          30,000      218,002
Robinson & Co., Ltd. (Retail (Department
Stores))................................          90,000      230,459
Singapore Airlines Ltd. (Airlines)......          37,000      373,429

Singapore Press Holdings Ltd.
(Publishing (Newspapers))...............          15,000      255,201

United Overseas Bank Ltd. (Banks (Major
Regional))..............................          65,920      471,419
                                                          -----------
                                                            2,094,957
                                                          -----------
SOUTH KOREA--9.8%
H&CB (Banks (Major Regional))...........           8,000      165,486
Kookmin Bank (Banks (Major Regional))...          15,000      177,978
Korea Telecom Corp. (Telephone).........           5,000      357,299
Pohang Iron & Steel Co., Ltd. (Iron &
Steel)..................................           5,500      440,639
Seoul City Gas Co., Ltd. (Natural
Gas)....................................          10,000      134,323
                                                          -----------
                                                            1,275,725
                                                          -----------

<CAPTION>
                                                SHARES       VALUE
                                              ----------  -----------
<S>                                      <C>  <C>         <C>

SRI LANKA--1.9%
John Keells Holdings Ltd. (Beverages
(Alcoholic))............................         225,000  $   135,454

National Development Bank Ltd. (Banks
(Major Regional)).......................         150,000      113,916
                                                          -----------
                                                              249,370
                                                          -----------

TAIWAN--9.0%
Bank Sinopac (Banks (Major
Regional))(b)...........................         550,000      368,925
President Chain Store Corp. (Retail
(Food Chains))..........................          70,080      258,769
Standard Foods Taiwan Ltd. GDR
(Foods)(b)..............................          57,650      162,861

Taiwan Secom (Services (Commercial &
Consumer))..............................         117,000      165,262

Taiwan Semiconductor Manufacturing Co.
Ltd. (Equipment (Semiconductors))(b)....          50,000      204,779
                                                          -----------
                                                            1,160,596
                                                          -----------

THAILAND--5.5%
BEC World Public Co., Ltd.
(Entertainment).........................          30,000      175,708

Hana Microelectronics Public Co., Ltd.
(Electronics (Component
Distributors))..........................          40,000      284,617

Phatra Insurance Public Co., Ltd.
(Insurance (Property-Casualty)).........          73,700       92,752

Ruam Pattana Fund II (Financial
(Diversified))(b).......................       1,500,000      156,104
                                                          -----------
                                                              709,181
                                                          -----------

UNITED KINGDOM--4.8%
HSBC Holdings PLC (Financial
(Diversified))..........................          30,000      394,321

Rowe Evans Investments Group PLC
(Agricultural Products).................         200,000      223,157
                                                          -----------
                                                              617,478
                                                          -----------
- ---------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $14,509,451)                              12,504,956
- ---------------------------------------------------------------------
</TABLE>

                       See Notes to Financial Statements                      19
<PAGE>
Phoenix-Aberdeen New Asia Fund

<TABLE>
<CAPTION>
                                                SHARES       VALUE
                                              ----------  -----------
<S>                                      <C>  <C>         <C>
FOREIGN PREFERRED STOCKS--1.8%

SOUTH KOREA--1.8%
Samsung Electronics (Electronics
(Component Distributors))...............           2,000  $   232,826
- ---------------------------------------------------------------------
TOTAL FOREIGN PREFERRED STOCKS
(IDENTIFIED COST $228,861)                                    232,826
- ---------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                    <C>
TOTAL INVESTMENTS--98.3%
(IDENTIFIED COST $14,738,312)                            12,737,782(a)
Cash and receivables, less liabilities--1.7%                217,435
                                                       ------------
NET ASSETS--100.0%                                     $ 12,955,217
                                                       ============
</TABLE>

(a)  Federal Income Tax Information: Net unrealized depreciation of investment
     securities is comprised of gross appreciation of $1,659,897 and gross
     depreciation of $3,809,130 for federal income tax purposes. At July 31,
     2000, the aggregate cost of securities for federal income tax purposes was
     $14,887,015.
(b)  Non-income producing.

20                     See Notes to Financial Statements
<PAGE>
Phoenix-Aberdeen New Asia Fund

                            INDUSTRY DIVERSIFICATION
                       AS A PERCENTAGE OF TOTAL VALUE OF
                          TOTAL LONG-TERM INVESTMENTS
                                  (UNAUDITED)

<TABLE>
<S>                                       <C>
Agricultural Products...................     1.7%
Airlines................................     2.9
Auto Parts & Equipment..................     1.6
Banks (Major Regional)..................    15.5
Beverages (Alcoholic)...................     8.0
Chemicals (Specialty)...................     2.0
Distributors (Food & Health)............     1.5
Electric Companies......................     1.2
Electrical Equipment....................     1.5
Electronics (Component Distributors)....     4.1
Engineering & Construction..............     1.6
Entertainment...........................     1.4
Equipment (Semiconductors)..............     1.6
Financial (Diversified).................    11.5
Foods...................................     1.3
Homebuilding............................     2.1
Household Products (Non-Durable)........     2.2
Insurance (Property-Casualty)...........     2.7
Iron & Steel............................     3.5
Lodging-Hotels..........................     3.4
Manufacturing (Diversified).............     3.9
Metal Fabricators.......................     1.1
Natural Gas.............................     2.7
Oil & Gas (Refining & Marketing)........     1.2
Publishing (Newspapers).................     2.0
Retail (Department Stores)..............     1.8
Retail (Food Chains)....................     2.0
Retail (Specialty-Apparel)..............     3.9
Services (Commercial & Consumer)........     1.3
Telephone...............................     7.3
Tobacco.................................     1.5
                                          ------
                                           100.0%
                                          ======
</TABLE>

                       See Notes to Financial Statements                      21
<PAGE>
Phoenix-Aberdeen New Asia Fund

                      STATEMENT OF ASSETS AND LIABILITIES
                                 JULY 31, 2000

<TABLE>
<S>                                                           <C>
ASSETS
Investment securities at value
  (Identified cost $14,738,312)                               $12,737,782
Foreign currency at value
  (Identified cost $75,570)                                        75,084
Receivables
  Fund shares sold                                                334,280
  Investment securities sold                                      143,702
  Receivable from adviser                                          60,638
  Dividends and interest                                           22,671
Prepaid expenses                                                       96
                                                              -----------
    Total assets                                               13,374,253
                                                              -----------
LIABILITIES
Payables
  Custodian                                                        83,147
  Fund shares repurchased                                         206,122
  Investment securities purchased                                  49,600
  Transfer agent fee                                               10,897
  Trustees' fee                                                     6,233
  Distribution fee                                                  4,975
  Financial agent fee                                               3,824
  Administration fee                                                1,682
Accrued expenses                                                   52,556
                                                              -----------
    Total liabilities                                             419,036
                                                              -----------
NET ASSETS                                                    $12,955,217
                                                              ===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest              $16,187,116
Undistributed net investment income                               525,950
Accumulated net realized loss                                  (1,757,000)
Net unrealized depreciation                                    (2,000,849)
                                                              -----------
NET ASSETS                                                    $12,955,217
                                                              ===========
CLASS A
Shares of beneficial interest outstanding, $1 par value,
  unlimited authorization (Net Assets $9,637,853)               1,123,415
Net asset value per share                                           $8.58
Offering price per share $8.58/(1-5.75%)                            $9.10
CLASS B
Shares of beneficial interest outstanding, $1 par value,
  unlimited authorization (Net Assets $3,317,364)                 394,355
Net asset value and offering price per share                        $8.41
</TABLE>

                            STATEMENT OF OPERATIONS
                            YEAR ENDED JULY 31, 2000

<TABLE>
<S>                                                           <C>
INVESTMENT INCOME
Dividends                                                     $   509,500
Interest                                                           20,108
Foreign taxes withheld                                            (25,676)
                                                              -----------
    Total investment income                                       503,932
                                                              -----------
EXPENSES
Investment advisory fee                                           115,170
Distribution fee, Class A                                          24,980
Distribution fee, Class B                                          35,573
Financial agent fee                                                51,200
Administration fee                                                 20,324
Custodian                                                          67,911
Transfer agent                                                     57,838
Professional                                                       32,246
Printing                                                           23,669
Registration                                                       23,085
Trustees                                                           21,989
Miscellaneous                                                      14,245
                                                              -----------
    Total expenses                                                488,230
    Less expenses borne by investment adviser                    (177,011)
                                                              -----------
    Net expenses                                                  311,219
                                                              -----------
NET INVESTMENT INCOME                                             192,713
                                                              -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities                                 2,050,169
Net realized loss on foreign currency transactions                (15,846)
Net change in unrealized appreciation (depreciation) on
  investments                                                  (1,556,427)
Net change in unrealized appreciation (depreciation) on
  foreign currency and foreign currency transactions               (2,793)
                                                              -----------
NET GAIN ON INVESTMENTS                                           475,103
                                                              -----------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS                                                  $   667,816
                                                              ===========
</TABLE>

22                     See Notes to Financial Statements
<PAGE>
Phoenix-Aberdeen New Asia Fund

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                          Year Ended   Year Ended
                                            7/31/00      7/31/99
                                          -----------  -----------
<S>                                       <C>          <C>
FROM OPERATIONS
  Net investment income (loss)            $   192,713  $    81,072
  Net realized gain (loss)                  2,034,323     (617,377)
  Net change in unrealized appreciation
    (depreciation)                         (1,559,220)   4,773,146
                                          -----------  -----------
  INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                 667,816    4,236,841
                                          -----------  -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income, Class A                   --       (7,556)
  Net investment income, Class B                   --       (1,990)
  In excess of net investment income,
    Class A                                        --      (65,904)
  In excess of net investment income,
    Class B                                        --      (17,358)
                                          -----------  -----------
  DECREASE IN NET ASSETS FROM
    DISTRIBUTIONS TO SHAREHOLDERS                  --      (92,808)
                                          -----------  -----------
FROM SHARE TRANSACTIONS
CLASS A
    Proceeds from sales of shares
     (1,928,260 and 1,223,989 shares,
     respectively)                         16,315,574    8,368,949
    Net asset value of shares issued
     from reinvestment of distributions
      (0 and 11,699 shares,
     respectively)                                 --       71,364
    Cost of shares repurchased
     (1,907,249 and 1,299,843 shares,
     respectively)                        (16,283,370)  (8,708,720)
                                          -----------  -----------
Total                                          32,204     (268,407)
                                          -----------  -----------
CLASS B
    Proceeds from sales of shares
     (70,377 and 81,037 shares,
     respectively)                            608,044      538,924
    Net asset value of shares issued
     from reinvestment of distributions
      (0 and 2,871 shares, respectively)           --       17,372
    Cost of shares repurchased (104,294
     and 165,810 shares, respectively)       (901,309)    (991,898)
                                          -----------  -----------
Total                                        (293,265)    (435,602)
                                          -----------  -----------
  INCREASE (DECREASE) IN NET ASSETS FROM
    SHARE TRANSACTIONS                       (261,061)    (704,009)
                                          -----------  -----------
  NET INCREASE (DECREASE) IN NET ASSETS       406,755    3,440,024
NET ASSETS
    Beginning of period                    12,548,462    9,108,438
                                          -----------  -----------
    END OF PERIOD [INCLUDING
     UNDISTRIBUTED NET INVESTMENT INCOME
     (LOSS) AND DISTRIBUTIONS IN EXCESS
     OF NET INVESTMENT INCOME OF
     $525,950 AND ($49,284),
     RESPECTIVELY]                        $12,955,217  $12,548,462
                                          ===========  ===========
</TABLE>

                       See Notes to Financial Statements                      23
<PAGE>
Phoenix-Aberdeen New Asia Fund

                              FINANCIAL HIGHLIGHTS
    (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
                                                                         CLASS A
                                                  ------------------------------------------------------
                                                                                                 FROM
                                                           YEAR ENDED JULY 31,                 INCEPTION
                                                  -------------------------------------        9/4/96 TO
                                                       2000          1999          1998         7/31/97
<S>                                               <C>           <C>           <C>              <C>
Net asset value, beginning of period              $    8.23     $    5.45     $   10.44         $ 10.00
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)(4)                      0.15          0.07          0.06            0.09(7)
  Net realized and unrealized gain (loss)              0.20          2.78         (4.75)           0.41
                                                  ---------     ---------     ---------         -------
      TOTAL FROM INVESTMENT OPERATIONS                 0.35          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                              0.35          2.78         (4.99)           0.44
                                                  ---------     ---------     ---------         -------
NET ASSET VALUE, END OF PERIOD                    $    8.58     $    8.23     $    5.45         $ 10.44
                                                  =========     =========     =========         =======
Total return(1)                                        4.25%        52.94%      (45.29)%           4.98%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)                $9,638        $9,068        $6,352         $13,355

RATIO TO AVERAGE NET ASSETS OF:
  Operating expenses(5)                                2.10%         2.10%        2.10%            2.10%(2)
  Net investment income                                1.63%         1.03%        0.89%            0.95%(2)
Portfolio turnover                                       67%           38%          44%               9%(3)
</TABLE>

<TABLE>
<CAPTION>
                                                                         CLASS B
                                                  ------------------------------------------------------
                                                                                                 FROM
                                                           YEAR ENDED JULY 31,                 INCEPTION
                                                  -------------------------------------        9/4/96 TO
                                                       2000          1999          1998         7/31/97
<S>                                               <C>           <C>           <C>              <C>
Net asset value, beginning of period              $    8.13     $    5.40     $   10.39         $10.00
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)(4)                      0.08          0.02          0.01           0.01(7)
  Net realized and unrealized gain (loss)              0.20          2.75         (4.73)          0.43
                                                  ---------     ---------     ---------         ------
      TOTAL FROM INVESTMENT OPERATIONS                 0.28          2.77         (4.72)          0.44
                                                  ---------     ---------     ---------         ------
LESS DISTRIBUTIONS
  Dividends from net investment income                   --            --         (0.09)         (0.05)
  In excess of net investment income                     --         (0.04)        (0.18)            --
                                                  ---------     ---------     ---------         ------
      TOTAL DISTRIBUTIONS                                --         (0.04)        (0.27)         (0.05)
                                                  ---------     ---------     ---------         ------
Change in net asset value                              0.28          2.73         (4.99)          0.39
                                                  ---------     ---------     ---------         ------
NET ASSET VALUE, END OF PERIOD                    $    8.41     $    8.13     $    5.40         $10.39
                                                  =========     =========     =========         ======
Total return(1)                                        3.44%        51.68%      (45.83)%          4.37%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)                $3,317        $3,481        $2,756         $6,416

RATIO TO AVERAGE NET ASSETS OF:
  Operating expenses(6)                                2.85%         2.85%        2.85%           2.85%(2)
  Net investment income                                0.83%         0.30%        0.18%           0.06%(2)
Portfolio turnover                                       67%           38%          44%              9%(3)
</TABLE>

(1)  Maximum sales charges are not reflected in the total calculation.
(2)  Annualized.
(3)  Not annualized.
(4)  Computed using average shares outstanding.
(5)  If the investment adviser had not waived fees and reimbursed expenses, the
     ratio of operating expenses to average net assets would have been 3.41%,
     3.20%, 3.52% and 3.76% for the periods ended July 31, 2000, 1999, 1998 and
     1997, respectively.
(6)  If the investment adviser had not waived fees and reimbursed expenses, the
     ratio of operating expenses to average net assets would have been 4.15%,
     3.95%, 4.27% and 4.51% for the periods ended July 31, 2000, 1999, 1998 and
     1997, 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.

24                     See Notes to Financial Statements
<PAGE>
PHOENIX-ABERDEEN SERIES FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000

1. SIGNIFICANT ACCOUNTING POLICIES

  The Phoenix-Aberdeen Series Fund (the "Trust") is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as a diversified, open-end management investment company whose shares
are offered in two separate Series. Each Series has distinct investment
objectives.

  The Global Small Cap Fund seeks as its investment objective long-term capital
appreciation through investing in a globally diversified portfolio of equity
securities of small and medium sized companies. The New Asia Fund seeks as its
investment objective long-term capital appreciation through investing in equity
securities of issuers located in at least three different countries throughout
Asia other than Japan.

  Each Series offers both Class A and Class B shares. Effective April 3, 2000,
Class A shares are sold with a front-end sales charge of up to 5.75%. Prior to
that date, the maximum sales charge was 4.75%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Both classes of shares have identical
voting, dividend, liquidation and other rights and the same terms and
conditions, except that each class bears different distribution expenses and has
exclusive voting rights with respect to its distribution plan. Income and
expenses of each Series are borne pro rata by the holders of both classes of
shares, except that each class bears distribution expenses unique to that class.

  The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Actual results could differ from those estimates.

A. SECURITY VALUATION:

  Equity securities are valued at the last sale price, or if there had been no
sale that day, at the last bid price. Debt securities are valued on the basis of
broker quotations or valuations provided by a pricing service which utilizes
information with respect to recent sales, market transactions in comparable
securities, quotations from dealers, and various relationships between
securities in determining value. Short-term investments having a remaining
maturity of 60 days or less are valued at amortized cost which approximates
market. All other securities and assets are valued at fair value as determined
in good faith by or under the direction of the Trustees.

B. SECURITY TRANSACTIONS AND RELATED INCOME:

  Security transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date or, in the case of certain foreign securities,
as soon as the Trust is notified. Interest income is recorded on the accrual
basis. Realized gains and losses are determined on the identified cost basis.

C. INCOME TAXES:

  Each of the Series is treated as a separate taxable entity. It is the policy
of each Series in the Trust to comply with the requirements of the Internal
Revenue Code (the "Code") applicable to regulated investment companies, and to
distribute all of its taxable and tax-exempt income to its shareholders. In
addition, each Series intends to distribute an amount sufficient to avoid
imposition of any excise tax under Section 4982 of the Code. Therefore, no
provision for federal income taxes or excise taxes has been made.

D. DISTRIBUTIONS TO SHAREHOLDERS:

  Distributions are recorded by each Series on the ex-dividend date. Income and
capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences include the treatment of non-taxable dividends, foreign
currency gain/loss, Passive Foreign Investment Companies, partnerships,
operating losses and losses deferred due to wash sales and excise tax
regulations. Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.

E. FOREIGN CURRENCY TRANSLATION:

  Foreign securities and other assets and liabilities are valued using the
foreign currency exchange rate effective at the end of the reporting period.
Cost of investments is translated at the currency exchange rate effective at the
trade date. The gain or loss resulting from a change in currency exchange rates
between the trade and settlement dates of a portfolio transaction is treated as
a gain or loss on foreign currency. Likewise, the gain or loss resulting from a
change in currency exchange rates between the date income is accrued and paid is
treated as a gain or loss on foreign currency. The Trust does not separate that
portion of the results of operations arising from changes in exchange rates and
that portion arising from changes in the market prices of securities.

F. FORWARD CURRENCY CONTRACTS:

  Each Series may enter into forward currency contracts in conjunction with the
planned purchase or sale of foreign denominated securities in order to hedge the
U.S. dollar cost or proceeds. Forward currency contracts involve, to varying
degrees, elements of market risk in excess of the amount recognized in the
statement of assets and liabilities. Risks arise from the possible movements in
foreign exchange rates or if the counterparty does not perform under the
contract.

                                                                              25
<PAGE>
PHOENIX-ABERDEEN SERIES FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000 (CONTINUED)

  A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any number of days 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 and
their customers. The contract is marked-to-market daily and the change in market
value is recorded by each Series as an unrealized gain (or loss). When the
contract is closed or offset with the same counterparty, the Series records a
realized gain (or loss) equal to the change in the value of the contract when it
was opened and the value at the time it was closed or offset.

G. EXPENSES:

  Expenses incurred by the Trust with respect to more than one Series are
allocated in proportion to the net assets of each Series, except where
allocation of direct expense to each Series or an alternative allocation method
can be more fairly made.

H. REPURCHASE AGREEMENTS:

  A repurchase agreement is a transaction where a Series acquires a security for
cash and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed upon price and date. The Series, through its custodian,
takes possession of securities collateralizing the repurchase agreement. The
collateral is marked-to-market daily to ensure that the market value of the
underlying assets remains sufficient to protect the Series in the event of
default by the seller. If the seller defaults and the value of the collateral
declines, or, if the seller enters insolvency proceedings, realization of
collateral may be delayed or limited.

2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS

  Phoenix-Aberdeen International Advisors, LLC ("PAIA" or the "Adviser") serves
as the investment adviser to the Trust. PAIA is a joint venture between PM
Holdings, Inc., a direct subsidiary of Phoenix Home Life Mutual Insurance
Company ("PHL"), and Aberdeen Fund Managers, Inc. ("Aberdeen"), a wholly-owned
subsidiary of Aberdeen Asset Management PLC (previously known as Aberdeen Trust
PLC).

  PAIA is entitled to a fee at an annual rate of 0.85% of the average daily net
assets of each Series. Pursuant to sub-advisory agreements, the Adviser
delegates certain investment decisions and functions to other entities. Phoenix
Investment Counsel, Inc. ("PIC"), an indirect, majority-owned subsidiary of PHL,
receives a fee at an annual rate of 0.15% of the average aggregate daily net
assets of each Series from PAIA for providing cash management and other
services, as needed. In addition, PAIA allocates certain assets of the Global
Small Cap Series for management by PIC. PAIA pays a sub-advisory fee to PIC at
an annual rate of 0.40% of the average daily net assets of the Global Small Cap
Series so allocated. PAIA also pays a sub-advisory fee to Aberdeen at an annual
rate of 0.40% of the average net assets of the Global Small Cap Series and 0.40%
of the average net assets of the New Asia Series allocated to Aberdeen by the
Adviser for management.

  The Adviser has agreed to reimburse the Global Small Cap Series and the New
Asia Series to the extent that other operating expenses (excluding advisory
fees, distribution fees, interest, taxes, brokerage fees and commissions and
extraordinary expenses) exceed 1.00% of the average daily net assets for
Class A and Class B shares for each Series.

  Phoenix Equity Planning Corporation ("PEPCO" or the "Distributor"), an
indirect majority-owned subsidiary of PHL, which serves as the national
distributor of the Trust's shares, has advised the Trust that it retained net
selling commissions of $6,122 for Class A shares and deferred sales charges of
$37,638 for Class B shares for the year ended July 31, 2000. In addition, each
Series pays PEPCO a distribution fee at an annual rate of 0.25% for Class A
shares and 1.00% for Class B shares applied to the average daily net assets of
each Series. The Distributor has advised the Trust that of the total amount
expensed for the year ended July 31, 2000, $144,172 was retained by the
Distributor, $56,289 was paid out to unaffiliated participants and $10,870 was
paid to W.S. Griffith, an indirect subsidiary of PHL.

  As Financial Agent to the Trust, PEPCO receives a financial agent fee equal to
the sum of (1) the documented cost of fund accounting and related services
provided by PFPC, Inc. (subagent to PEPCO), plus (2) the documented cost to
PEPCO to provide financial reporting, tax services and oversight of the
subagent's performance. The current fee schedule of PFPC Inc. ranges from 0.085%
to 0.0125% of the average daily net asset values of the Trust. Certain minimums
and waivers may apply. As Administrator for the Trust, Phoenix Investment
Partners Ltd., an indirect, majority-owned subsidiary of PHL, receives a fee at
an annual rate of 0.15% of the average daily net assets of each Series for
administrative services.

  PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended July 31, 2000, transfer agent
fees were $130,067 of which PEPCO retained $8,914 which is net of fees paid to
State Street.

  At July 31, 2000, PHL and its affiliates held Trust shares which aggregated
the following:

<TABLE>
<CAPTION>
                                                    Aggregate
                                                    Net Asset
                                           Shares     Value
                                          --------  ----------
<S>                                       <C>       <C>
Global Small Cap Fund, Class A..........  588,481   $8,056,305
New Asia Fund, Class A..................  309,003    2,651,246
</TABLE>

26
<PAGE>
PHOENIX-ABERDEEN SERIES FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000 (CONTINUED)

3. PURCHASE AND SALE OF SECURITIES

  Purchases and sales of securities during the year ended July 31, 2000
(excluding U.S. Government and agency securities, short-term securities, and
forward currency contracts) aggregated the following:

<TABLE>
<CAPTION>
                                           Purchases      Sales
                                          -----------  -----------
<S>                                       <C>          <C>
Global Small Cap Fund...................  $31,199,676  $32,832,422
New Asia Fund...........................    8,772,470    9,027,822
</TABLE>

  There were no purchases or sales of long-term U.S. Government and agency
securities during the year ended July 31, 2000.

4. CREDIT RISK

  In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such investments
may be volatile. The consequences of political, social or economic changes in
these markets may have disruptive effects on the market prices of these
investments and the income they generate, as well as a Series' ability to
repatriate such amounts.

5. CAPITAL LOSS CARRYOVERS

  At July 31, 2000, the New Asia Fund had a capital loss carryover of
$1,644,109, expiring in 2007. This may be used to offset future capital gains.

  For the year ended July 31, 2000 the Global Small Cap Fund and the New Asia
Fund were able to utilize losses deferred in the prior year against current year
capital gains in the amount of $731,216 and $1,633,919, respectively.

  Under current tax law, foreign currency and capital losses realized after
October 31 may be deferred and treated as occurring on the first day of the
following fiscal year. For the year ended July 31, 2000, the Global Small Cap
Fund and the New Asia Fund had foreign currency losses deferred in the amounts
of $6,008 and $21,836, respectively.

  For the year ended July 31, 2000, prior year losses deferred were utilized as
follows: Global Small Cap Fund $253,741 of capital and $1,226 of currency and
New Asia Fund $134,909 of capital.

6. RECLASSIFICATION OF CAPITAL ACCOUNTS

  In accordance with accounting pronouncements, the Trust have recorded several
reclassifications in the capital accounts. These reclassifications have no
impact on the net asset value of the Trust and are designed generally to present
undistributed income and realized gains on a tax basis which is considered to be
more informative to the shareholder. As of July 31, 2000, the Trust recorded the
following reclassifications to increase (decrease) the accounts listed below:

<TABLE>
<CAPTION>
                                                                        Capital paid
                                          Undistributed   Accumulated   in on shares
                                          net investment  net realized  of beneficial
                                          income (loss)   gain (loss)     interest
                                          --------------  ------------  -------------
<S>                                       <C>             <C>           <C>
Global Small Cap Fund...................     $333,659      $(337,984)     $  4,325
New Asia Fund...........................      382,521       (370,332)      (12,189)
</TABLE>

  This report is not authorized for distribution to prospective investors in the
Phoenix-Aberdeen Series Fund unless preceded or accompanied by an effective
prospectus which includes information concerning the sales charge, the Fund's
record and other pertinent information.

                                                                              27
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
[LOGO]

To the Trustees and Shareholders of
Phoenix-Aberdeen Series Fund

   In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments and the related statements of operations
and of changes in net assets, and the financial highlights present fairly, in
all material respects, the financial position of the Global Small Cap Fund and
the New Asia Fund (constituting the Phoenix-Aberdeen Series Fund, hereinafter
referred to as the "Trust") at July 31, 2000, the results of each of their
operations, the changes in each of their net assets and the financial highlights
for the periods indicated, in conformity with accounting principles generally
accepted in the United States. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits, which included confirmation of securities at July 31,
2000 by correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 11, 2000

28
<PAGE>



                          PHOENIX ABERDEEN SERIES FUND

                            PART C--OTHER INFORMATION

ITEM 23.  EXHIBITS:


            a.*    Agreement and Declaration of Trust of the Registrant, dated
                   August 17, 2000, filed via Edgar herewith.

            b.*    Bylaws of the Registrant filed via Edgar herewith.

            c.     Reference is made to Registrant's Agreement and Declaration
                   of Trust. See Exhibit a.


            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 and consent of Counsel filed via Edgar herewith.

            j.*    Consent of Accountants filed via Edgar herewith.


            k.     None

            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.

                                      C-1
<PAGE>

            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 Distribution Plan filed via EDGAR herewith.


            n.     Financial Data Schedule.


            o.1*   Amended and Restated Rule 18f-3 Multi-Class Distribution
                   Plan, effective August 1, 1999, filed via EDGAR herewith.

            o.2*   First Amendment to the Amended and Restated Rule 18f-3
                   Multi-Class Distribution Plan, dated February 24, 2000, filed
                   via EDGAR herewith.

            p.     Code of Ethics of the Fund, its Adviser, subadvisers and
                   Distributor filed via EDGAR with Post-Effective Amendment No.
                   6 on September 8, 2000 and incorporated herein by reference.

            q.1.   Power of Attorney for Mr. Roth filed via Edgar with
                   Post-Effective Amendment No. 4 on September 27, 1999 and
                   incorporated herein by reference.

            q.2    Powers of Attorney for Ms. Curtiss and all other Trustees
                   filed via EDGAR with Post-Effective Amendment No. 6 on
                   September 8, 2000 and incorporated herein by reference.


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

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

   None.


ITEM 25. INDEMNIFICATION.


   The Agreement and Declaration of Trust dated August 17, 2000 and the By-Laws
of the Registrant provide that no trustee or officer will be indemnified against
any liability to which the Registrant would otherwise be subject by reason of or
for willful misfeasance, bad faith, gross negligence or reckless disregard of
such person's duties. The Management Agreement, Underwriting Agreement, Custody
Agreement and Transfer Agency Agreement each provides that the Trust will
indemnify the other party (or parties, as the case may be) to the agreement of
certain losses.

   Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "Act"), may be available to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



ITEM 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 Duff & Phelps
        Institutional Mutual Funds, Phoenix-Engemann Funds, Phoenix Equity
        Series Fund, Phoenix-Euclid Funds, Phoenix-Goodwin California Tax Exempt
        Bond Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund,
        Phoenix Multi-Series Trust, Phoenix-Oakhurst Income & Growth Fund,
        Phoenix-Oakhurst Strategic Allocation Fund, Phoenix-Seneca Funds,
        Phoenix Series Fund, 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 Street
P.O. Box 150480
Hartford, CT 06115-0480

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

William R. Moyer                                      Director, Executive Vice                     Vice President
56 Prospect Street                                    President, Chief Financial
P.O. Box 150480                                       Officer and Treasurer
Hartford, CT 06115-0480

John F. Sharry                                        President,                                   Executive Vice President
56 Prospect Street                                    Retail Distribution
P.O. Box 150480
Hartford, CT 06115-0480

Barry Mandinach                                       Executive Vice President,                    None
900 Third Avenue                                      Chief Marketing Officer,
New York, NY 10022                                    Retail Division


Robert Tousingnant                                    Executive Vice President,                    None
56 Prospect Street                                    Chief Sales Officer
P.O. Box 150480
Hartford, CT 06115-0480


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


Robert Driessen                                       Vice President, Compliance                   Vice President and
56 Prospect Street                                                                                 Assistant Secretary
P.O. Box 150480
Hartford, CT 06115-0480


Jacqueline Porter                                     Assistant Vice President,                    Assistant Treasurer
56 Prospect Street                                    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,
56 Prospect Street, P.O. Box 150480, Hartford, CT 06115-0480.


                                      C-3

<PAGE>


ITEM 29. MANAGEMENT SERVICES.

   None.

ITEM 30. 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 certifies that it meets all of the
requirements for effectiveness of this registration statement under rule 485(b)
under the Securities Act and 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 30th day of
November, 2000.


                                      PHOENIX-ABERDEEN SERIES FUND
<TABLE>
<CAPTION>
<S>                                                <C>

ATTEST: /S/ PAMELA S. SINOFSKY                        BY: /S/ PHILIP R. MCLOUGHLIN
        ---------------------------------                 ----------------------------------
            PAMELA S. SINOFSKY                                PHILIP R. MCLOUGHLIN
            ASSISTANT SECRETARY                               PRESIDENT
</TABLE>



   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 30th day of November, 2000.

<TABLE>
<CAPTION>

                     SIGNATURE                                                  TITLE
                     ---------                                                  -----
       <S>                                                                      <C>

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

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

                                                                                Trustee
       ---------------------------------------
       Lowell P. Weicker, Jr.*
</TABLE>


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


                                      S-1



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission