PHOENIX ABERDEEN SERIES FUND, 485APOS, 2000-09-11

PHOENIX ABERDEEN SERIES FUND
485APOS, 2000-09-11

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 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. 6 |X|

AND/OR
REGISTRATION STATEMENT
UNDER THE

INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 8 |X|

(CHECK APPROPRIATE BOX OR BOXES)

----------------------------
PHOENIX-ABERDEEN SERIES FUND

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

101 MUNSON STREET, GREENFIELD, MASSACHUSETTS 01301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

C/O PHOENIX EQUITY PLANNING--SHAREHOLDER SERVICES
(800) 243-1574
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

PAMELA S. SINOFSKY
ASSISTANT VICE PRESIDENT
AND ASSISTANT COUNSEL
PHOENIX INVESTMENT PARTNERS, LTD.
56 PROSPECT STREET
HARTFORD, CONNECTICUT 06115-0479
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

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

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

================================================================================

<PAGE>

PHOENIX-ABERDEEN SERIES FUND

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

PART A
INFORMATION REQUIRED IN PROSPECTUS

<S> <C>
ITEM NUMBER FORM N-1A, PART A PROSPECTUS CAPTION
----------------------------- ------------------

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>

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

Phoenix-Aberdeen Global Small Cap Fund
Investment Risk and Return Summary........................... 1
Fund Expenses................................................ 5
Phoenix-Aberdeen New Asia Fund
Investment Risk and Return Summary........................... 7
Fund Expenses................................................ 10
Additional Investment Techniques................................ 12
Management of the Funds......................................... 13
Pricing of Fund Shares.......................................... 15
Sales Charges................................................... 16
Your Account.................................................... 18
How to Buy Shares............................................... 19
How to Sell Shares.............................................. 20
Things You Should Know When Selling Shares...................... 20
Account Policies................................................ 22
Investor Services............................................... 23
Tax Status of Distributions..................................... 24
Financial Highlights............................................ 25
Additional Information.......................................... 28

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

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

[arrow] The 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.

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

[arrow] 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.

Phoenix-Aberdeen Global Small Cap Fund 1
<PAGE>

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

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

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

GENERAL

The value of the fund's investments that 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

2 Phoenix-Aberdeen Global Small Cap Fund

<PAGE>

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.

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 ____% (quarter ending ____________)
and the lowest return for a quarter was (____)% (quarter ending __________).
Year-to-date performance (through September 30, 2000) is _____%.

Phoenix-Aberdeen Global Small Cap Fund 3
<PAGE>

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

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% ____ %(4)

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

S&P 500 Composite ____ % ____ %
Stock Price Index(5)

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

(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 Index is an unmanaged but commonly used measure of stock total
return performance. The S&P 500's performance does not reflect the current
maximum sales charge.

4 Phoenix-Aberdeen Global Small Cap 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
------ ------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a

<S> <C>
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 % %
TOTAL ANNUAL FUND OPERATING EXPENSES(A) % %
</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 ____% for Class A Shares and ____% for Class B
Shares.

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

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

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

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

Phoenix-Aberdeen Global Small Cap Fund 5
<PAGE>

--------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class A $ $ $ $
--------------------------------------------------------------------------------
Class B $ $ $ $
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class B $ $ $ $
--------------------------------------------------------------------------------

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.

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

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

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

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.

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

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

Phoenix-Aberdeen New Asia Fund 7
<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.

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.

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.

8 Phoenix-Aberdeen New Asia Fund
<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 ____% (quarter ending
______________) and the lowest return for a quarter was (____)% (quarter ending
__________). Year-to-date performance (through September 30, 2000) is ____%.

<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% ____%

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

S&P 500 Composite Stock ____% ____%
Price Index(4)

----------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Since September 4, 1996.

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

(4) The S&P 500 Index is an unmanaged but commonly used measure of stock total
return performance. The S&P 500's performance does not reflect the current
maximum sales charge.

Phoenix-Aberdeen New Asia Fund 9
<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
------ ------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a

<S> <C> <C>
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

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

</TABLE>
------------------------

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

10 Phoenix-Aberdeen New Asia Fund
<PAGE>

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

--------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class B $ $ $ $
--------------------------------------------------------------------------------

Phoenix-Aberdeen New Asia Fund 11
<PAGE>

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

In addition to the Principal Investment Strategies and Risks, 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. 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 investment adviser.

12 Phoenix-Aberdeen Series Fund
<PAGE>

ILLIQUID SECURITIES

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

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, warrants and securities convertible
into common stocks. Preferred stocks may not fully participate in dividends and
convertible securities may have higher yields than common stocks but lower
yields than comparable nonconvertible securities.

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 $____ million.

Phoenix-Aberdeen Series Fund 13
<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 $____ 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 $____ 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 also 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
$______.

14 Phoenix-Aberdeen Series Fund
<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 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.

Phoenix-Aberdeen Series Fund 15
<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

16 Phoenix-Aberdeen Series Fund
<PAGE>

any charges by the fund when redeemed. Class A Shares have lower distribution
and service fees (0.25%) and pay higher dividends than any other class.

CLASS B SHARES. If you purchase Class B Shares, you will not pay a sales charge
at the time of purchase. If you sell your Class B Shares within the first 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 gains distributions are not subject
to any sales charges. The sales charge is divided between your investment dealer
and the fund's underwriter (Phoenix Equity Planning Corporation or "PEPCO").

SALES CHARGE YOU MAY PAY TO PURCHASE CLASS A SHARES
SALES CHARGE AS
A PERCENTAGE OF
---------------------------------
AMOUNT OF NET
TRANSACTION OFFERING AMOUNT
AT OFFERING PRICE PRICE INVESTED
--------------------------------------------------------------------------------

Under $50,000 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

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

Phoenix-Aberdeen Series Fund 17
<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.

18 Phoenix-Aberdeen Series Fund
<PAGE>

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 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>

Phoenix-Aberdeen Series Fund 19
<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 or 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

20 Phoenix-Aberdeen Series Fund
<PAGE>

broker-dealer. Questions regarding this type of transfer should be directed to
your financial advisor. Redemption requests will not be honored until all
required documents in proper form have been received. To avoid delay in
redemption or transfer, shareholders having questions about specific
requirements should contact the funds' Transfer Agent at (800) 243-1574.

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

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

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.

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

If required, the signature guarantee on your request must be 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.

Phoenix-Aberdeen Series Fund 21
<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 phone ((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.

22 Phoenix-Aberdeen Series Fund
<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.

Phoenix-Aberdeen Series Fund 23
<PAGE>

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

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

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

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

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

24 Phoenix-Aberdeen Series Fund

<PAGE>

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

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

PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND

<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------
FROM INCEPTION
YEAR ENDED JULY 31, 9/4/96 TO
2000 1999 1998 7/31/97
------ ------ ------ --------------

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

Phoenix-Aberdeen Series Fund 25
<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>
Net asset value, beginning of period $10.00 $11.00 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.11)(4)(5) (0.14)(4)(5) (0.10)(4)(5)
Net realized and unrealized gain (loss) 0.51 0.14 1.10
---- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 0.40 -- 1.00
---- ---- ---- ----
LESS DISTRIBUTIONS
Dividends from net realized gains (0.27) (0.89) --
In excess of net realized gains (0.36) -- --
In excess of net investment income -- (0.11) --
---- ---- ---- ----
TOTAL DISTRIBUTIONS (0.63) (1.00) --
---- ---- ---- ----
Change in net asset value (0.23) (1.00) 1.00
---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $ 9.77 $10.00 $11.00
==== ==== ==== ====
Total return(1) 5.22% 1.12% 10.00%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $8,673 $12,123 $17,658
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.85% 2.85% 2.85%(2)
Net investment income (loss) (1.26)% (1.40)% (1.07)%(2)
Portfolio turnover 81% 212% 162%(3)

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 $ 5.45 $10.44 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.07(4)(6) 0.06(4)(6) 0.09(4)(6)(7)
Net realized and unrealized gain (loss) 2.78 (4.75) 0.41
---- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 2.85 (4.69) 0.50
---- ---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment income (0.01) (0.10) (0.06)
In excess of net investment income (0.06) (0.20) --
---- ---- ---- ----
TOTAL DISTRIBUTIONS (0.07) (0.30) (0.06)
---- ---- ---- ----
Change in net asset value 2.78 (4.99) 0.44
---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $ 8.23 $ 5.45 $10.44
==== ==== ==== ====
Total return(1) 52.94% (45.29)% 4.98%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $9,068 $6,352 $13,355
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.10% 2.10% 2.10%(2)
Net investment income 1.03% 0.89% 0.95%(2)
Portfolio turnover 38% 44% 9%(3)
</TABLE>
----------------------
(1) Maximum sales charges are not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
(5) Includes reimbursement of operating expenses by investment advisor of $0.02,
$0.03 and $0.05, respectively.
(6) Includes reimbursement of operating expenses by investment advisor of $0.07,
$0.10 and $0.15, respectively.
(7) 1997 distributions were made in accordance with the prospectus; however,
class level per share income from investment operations may vary from
anticipated results depending on the timing of share purchases and
redemptions.

26 Phoenix-Aberdeen Series Fund
<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>
Net asset value, beginning of period $ 5.40 $10.39 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.02(4)(5) 0.01(4)(5) 0.01(4)(5)(6)
Net realized and unrealized gain (loss) 2.75 (4.73) 0.43
---- ---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 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 2.73 (4.99) 0.39
---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $ 8.13 $ 5.40 $10.39
==== ==== ==== ====
Total return(1) 51.68% (45.83)% 4.37%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,481 $2,756 $6,416
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.85% 2.85% 2.85%(2)
Net investment income 0.03% 0.18% 0.06%(2)
Portfolio turnover 38% 44% 9%(3)
</TABLE>
----------------------
(1) Maximum sales charges are not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
(5) Includes reimbursement of operating expenses by investment advisor of $0.07,
$0.10 and $0.15, respectively.
(6) 1997 distributions were made in accordance with the prospectus; however,
class level per share income from investment operations may vary from
anticipated results depending on the timing of share purchases and
redemptions.

Phoenix-Aberdeen Series Fund 27
<PAGE>

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

STATEMENT OF ADDITIONAL INFORMATION

The 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:

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

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

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

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

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

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

[arrow] 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:

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

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

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

<TABLE>
<CAPTION>
<S> <C>
SEC File Nos. 333-5039 and 811-7643 {recycle logo] Printed on recycled paper using soybean ink
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28 Phoenix-Aberdeen Series Fund

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

101 Munson Street
Greenfield, MA 01301

STATEMENT OF ADDITIONAL INFORMATION

_________________, 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 ___, 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 100 Bright
Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200.

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....................................................... 15
Dividends, Distributions and Taxes......................................... 16
Tax Sheltered Retirement Plans............................................. 18
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)

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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 principal 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 description of the Funds' principal strategies in the
Prospectus.

INVESTMENT RESTRICTIONS
FUNDAMENTAL 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 or 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.

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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.

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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

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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

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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

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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

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<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

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<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
$_______, respectively. In fiscal years ended July 31, 1998 and 1999, no
commissions were paid to any affiliate for portfolio transactions. In the fiscal
year ended July 31, 2000, the Trust paid brokerage commissions of $_______ to
PXP Securities Corp., and affiliate of its Distributor. For the fiscal year
ended July 31, 2000, the amount paid to PXP Securities Corp. was ___% of the
total brokerage commission paid by the Trust and was paid on transactions
amounting to ___% of the aggregate dollar amount of transactions involving the
payment of commissions. Brokerage commissions of $_______ paid during the fiscal
year ended July 31, 2000, were paid on portfolio transactions aggregating
$_______ 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.
It manages approximately _______ billion in assets (as of September 30, 2000)
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 (Zweig) in New York; and Phoenix Investment Counsel, Inc.
(Goodwin, Hollister, and Oakhurst divisions) in Hartford, Sarasota 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 totalling 37 mutual funds, as
subadviser to two fund companies totalling 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 $______ 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

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<PAGE>

Series of The Phoenix Edge Series Fund since 1998. As of September 30, 2000,
Aberdeen Asset Management PLC had______ billion in assets under management.

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

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

As compensation for its services to each Fund, the Adviser is entitled to a
fee, payable monthly, at an annual rate of 0.85% of the Fund's average daily net
assets. For providing cash management and other services to each Fund, as
needed, the Adviser pays a monthly fee to PIC equivalent to 0.15% of the average
daily net asset value of each Fund. For providing advisory services with respect
to the Trust's assets allocated from time to time by the Adviser, the Adviser
pays a fee to PIC equivalent to 0.40% of the average daily net asset value of
the assets of each Fund so allocated. For implementing certain portfolio
transactions and providing research and other services to each Fund, the Adviser
also pays a monthly subadvisory fee to Aberdeen Fund Managers, Inc. equivalent
to 0.40% of the average daily net asset value of the New Asia Fund and 0.40% of
the average daily net asset value of the Global Fund allocated to it by the
Adviser for management. Total management fees for the fiscal years ended July
31, 1998, 1999 and 2000 for the New Asia Fund were $106,419, $84,293 and
$__________, respectively, and for the Global Small Cap Fund were $301,367,
$202,386 and $__________, 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

9
<PAGE>

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.

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 $__________, respectively, and for the Global Small Cap Fund were
$53,182 $35,715 and $__________, 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.

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<PAGE>

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.

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

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<PAGE>

employee of a corporate affiliate of the Adviser or Distributor; (6) any spouse,
child, parent, grandparent, brother or sister of any person named in (1), (2),
(3) or (5) above; (7) employee benefit plans for employees of the Adviser,
Distributor and/or their corporate affiliates; (8) any employee or agent who
retires from Phoenix Home Life, Distributor and/or their corporate affiliates;
(9) any account held in the name of a qualified employee benefit plan, endowment
fund or foundation if, on the date of the initial investment, the plan, fund or
foundation has assets of $10,000,000 or more or at least 100 eligible employees;
(10) any person with a direct rollover transfer of shares from an established
Phoenix Fund or any other Affiliated Phoenix Fund qualified plan; (11) any
Phoenix Home Life separate account which funds group annuity contracts offered
to qualified employee benefit plans; (12) any state, county, city, department,
authority or similar agency prohibited by law from paying a sales charge; (13)
any fully matriculated student in any U.S. service academy; (14) any unallocated
account held by a third-party administrator, 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.

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<PAGE>

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

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

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

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<PAGE>

$2,000 for tax qualified retirement benefit plans (calculated on the basis of
the net asset value of the shares held in a single account), you may direct that
shares be automatically exchanged at predetermined intervals for shares of the
same Class of another Affiliated Phoenix Fund. This requirement does not apply
to Phoenix "Self Security" program participants. Systematic exchanges will be
executed upon the close of business on the 10th day of each month or the next
succeeding business day. Systematic exchange forms are available from the
Distributor.

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

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<PAGE>

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

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

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<PAGE>

or managed by Merrill Lynch Asset Management L.P. ("MLAM") that are made
available pursuant to a Service Agreement between Merrill Lynch and the fund's
principal underwriter or distributor and in funds advised or managed by MLAM
(collectively, the "Applicable Investments");

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

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

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

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

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

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<PAGE>

investor must, as the time an account is opened, certify under penalties of
perjury that the taxpayer identification number furnished is correct and that he
or she is not subject to backup withholding.

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

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

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

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.

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<PAGE>

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

THE DISTRIBUTOR

Phoenix Equity Planning Corporation (the "Equity Planning" or "Distributor"),
an indirect, less than wholly-owned subsidiary of Phoenix Home Life and an
affiliate of PIC, serves as Distributor for the Funds. The address of the
Distributor is 100 Bright Meadow Blvd., P.O. Box 2200, Enfield, Connecticut
06083-2200. The Distributor conducts a continuous offering pursuant to a "best
efforts" arrangement requiring the Distributor to take and pay for only such
securities as may be sold to the public. During the fiscal years 1998, 1999 and
2000, purchasers of Fund shares paid aggregate sales charges of $262,562,
$136,500 and $__________, respectively, of which the Distributor for the Funds
received net commissions of $210,029, $92,671 and $__________, respectively, for
its services, the balance being paid to dealers. For the fiscal year ended July
31, 2000, the Distributor received net commissions of $_________ for Class A
Shares and deferred sales charges of $__________ 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> <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

18
<PAGE>

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.

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 $__________.

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
9.25% per annum of the average daily net assets of such class of the Fund and a
distribution fee based on average daily net assets at the following rats: for
Class B Shares 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

19
<PAGE>

Plans without approval of the shareholders of the Funds and that other material
amendments to the Plans must be approved by a majority of the Plan Trustees by
vote cast in person at a meeting called for the purpose of considering such
amendments. The Plans further provide that while they are in effect, the
selection and nomination of Trustees who are not "interested persons" shall be
committed to the discretion of the Trustees who are not "interested persons."
The Plans may be terminated at any time by vote of a majority of the Plan
Trustees or a majority of the outstanding shares of the relevant Class of the
Trust.

For the fiscal year ended July 31, 2000, the Funds paid Rule 12b-1 Fees in
the amount of $__________, of which the principal underwriter received
$__________, W.S. Griffith & Co., Inc., an affiliate, received $________ and
unaffiliated broker-dealers received $__________. 12b-1 Fees paid by the Funds
during last fiscal year were spent on: (1) advertising, $__________; (2)
printing and mailing of prospectuses to other than current shareholders,
$________; (3) compensation to dealers, $________; (4) compensation to sales
personnel, $________; (5) service costs, $________ and (6) other,
$________.

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

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

MANAGEMENT OF THE TRUST

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

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

<TABLE>
<CAPTION>
POSITIONS HELD 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). Chairman, Financial Accounting Standards
Advisory Council (1992-1995).
</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. (71) 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
88A Circular Road
Singapore 049439

Christopher D. Fishwick (38) 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
88A Circular Road
Singapore 049439

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
88A Circular Road East Investment Director, Phoenix Investment Counsel, Inc. (1996-present).
Singapore 049439 Senior Vice President, The Phoenix Edge Series Fund (1996-present). Director,
Abtrust Asian Smaller Companies Investment Trust plc (1995-present), Abtrust
New Dawn Investment Trust plc (1989-present), Abtrust New Thai Investment
Trust plc (1989-present), Abtrust Emerging Asia Investment Trust Limited
(1990-present), JF Philippine Fund Inc. (1991-present) and Apollo Tiger
Fund (1994-present).

Shahreza Yusof (27) Senior Investment Manager, Aberdeen Asset Management Asia Limited
Aberdeen Asset Management Vice (1994-present).
Asia Limited President
88A Circular Road
Singapore 049439

Christian C. Bertelsen (56) Vice Managing Director, Value Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. President (1997-present). Managing Director, National Securities and Research
San Francisco, CA 94133 Corporation (1998-present). Vice President, Phoenix Investment Trust 97
(1997-present), Phoenix-Aberdeen Series Fund (1998-present) and The Phoenix
Edge Series Fund (1998-present). Senior Vice President and Chief Investment
Officer, Zurich Kemper (1996-1997). Vice President and Portfolio Manager,
Zurich Kemper Small Cap Fund and Zurich Kemper Contrarian Fund (1996-1997).
Senior Vice President, Eagle Asset Management (1993-1996). Vice President and
Portfolio Manager, Heritage Value Fund and Golden Select Variable Annuity
Value Trust (1995-1996).

Robert S. Driessen (52) 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 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). Vice President, Fund Accounting
(1994-present) and Treasurer (1996-present), Phoenix Equity Planning
Corporation. Second Vice President and Treasurer, Fund Accounting, Phoenix Home
Life Mutual Insurance Company (1994-1995). Various positions with Phoenix Home
Life Insurance Company (1987-1994).
G. Jeffrey Bohne (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). Vice President, Home
Life of New York Insurance Company (1984-1992).

----------------------
</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 $________ 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 FUND AND
AGGREGATE BENEFITS BENEFITS FUND COMPLEX
COMPENSATION ACCRUED AS PART UPON (14 FUNDS)
NAME FROM FUND OF FUND EXPENSES RETIREMENT PAID TO TRUSTEES
---- ------------ ---------------- ---------- ----------------

<S> <C> <C> <C> <C>
Robert Chesek $ $
E. Virgil Conway+ $ $
Harry Dalzell-Payne+ $ $
Francis E. Jeffries $* $
Leroy Keith, Jr. $ None None $
Philip R. McLoughlin+ $ for any for any $
Trustee Trustee $
Everett L. Morris+ $* $

James M. Oates+ $ $
Herbert Roth, Jr.+
Richard E. Segerson $* $
Lowell Weicker, Jr. $ $
</TABLE>

* This compensation (and the earnings thereon) will be deferred pursuant to the
Deferred Compensation Plan. At September 30, 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 $__________, $__________, $__________ and $__________,
respectively. At present, by agreement among the Fund, the Distributor and the
electing director, director fees that are deferred are paid by the Fund to the
Distributor. The liability for the deferred compensation obligation appears
only as a liability of the Distributor.

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

As of November ___, 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 __, 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>
<S> <C> <C> <C>
NAME OF SHAREHOLDER FUND AND CLASS NUMBER OF SHARES PERCENT OF CLASS
------------------- -------------- ---------------- ----------------

Phoenix Home Life Global Small Cap Fund Class A
56 Prospect St. New Asia Fund Class A
Hartford CT 06103-2818

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

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

Prudential Sercurities Inc. FBO New Asia Fund Class B
Buckeye American Inc.
150 E Bridge St
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 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

24
<PAGE>

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, 100 Bright Meadow Boulevard, Enfield, CT 06082, serves as Transfer
Agent for the Funds (the "Transfer Agent"). As compensation, Equity Planning
receives a fee equivalent to $17.95 for each designated non-daily dividend
shareholder account, plus out-of-pocket expenses. Transfer Agent fees are also
utilized to offset costs and fees paid to subtransfer agents employed by Equity
Planning. State Street Bank and Trust Company serves as a subtransfer agent
pursuant to a Subtransfer Agency Agreement.

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

FINANCIAL STATEMENTS

The Financial Statements for the Funds' fiscal year ended July 31, 2000,
appearing in the Funds' 1999 Annual Report to Shareholders, are incorporated
herein by reference.

<PAGE>

PHOENIX ABERDEEN SERIES FUND

PART C--OTHER INFORMATION

ITEM 23. EXHIBITS:

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

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

b.2 None

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

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

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

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

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

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

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

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

f. None

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

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

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

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

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

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

i. Opinion and consent of Counsel filed via Edgar with
Post-Effective Amendment No. 5 on November 24, 1999 and
incorporated herein by reference.

j. Consent of Accountants filed via Edgar with Post-Effective
Amendment No. 5 on November 24, 1999 and incorporated herein
by reference.

C-1
<PAGE>

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.

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.

n. Financial Data Schedule.

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

p.* Code of Ethics of the Fund, it's Adviser, subadvisers and
Distributor filed via EDGAR herewith.

q.1. Powers of Attorney for Mr. Roth and Mr. Pedersen 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 herewith.

--------------
*Filed herewith.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.
None.

ITEM 25. INDEMNIFICATION.
Please see Article V of the Registrant's Declaration of Trust (incorporated
herein by reference). Registrant's trustees and officers are covered by an
Errors and Omissions Policy. The Investment Advisory Agreement Between the
Registrant and its Adviser provides in relevant part that, in the absence of
willful malfeasance, bad faith, gross negligence or reckless disregard of the
obligations or duties under the Investment Advisory Agreement on the part of the
Adviser, the Adviser shall not be liable to the Registrant or to any shareholder
for any act or omission in the course of or connected in any way with rendering
services or for any losses that may be sustained in the purchase, holding or
sale of any security.

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
See "Management of the Fund" in the Prospectus for information regarding the
business of the Adviser. For information as to the business, profession,
vocation or employment of a substantial nature of directors and officers of the
Adviser, reference is made to the Adviser's current Form ADV (SEC File No.
801-52167) filed under the Investment Advisers Act of 1940, incorporated herein
by reference.

ITEM 27. PRINCIPAL UNDERWRITER.
(a) PEPCO also serves as the principal underwriter for the following other
investment companies:

Phoenix-Aberdeen Worldwide Opportunities Fund, Phoenix Duff & Phelps
Institutional Mutual Funds, Phoenix-Engemann Funds, Phoenix Equity
Series Fund, Phoenix-Euclid Funds, Phoenix-Goodwin California Tax Exempt
Bond Fund, Phoenix-Goodwin Multi-Series Trust, Phoenix Investment Trust
97, Phoenix Multi-Portfolio Fund, 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>
<S> <C> <C>
NAME AND POSITIONS AND OFFICES POSITIONS AND OFFICES
PRINCIPAL ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
----------------- --------------------- ---------------------
Michael E. Haylon Director Executive Vice President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

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

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

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

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 Vice President, Clerk and Secretary
101 Munson St. 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 St. Financial Reporting
P.O. Box 150480
Hartford, CT 06115-0480
</TABLE>

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder will be maintained at the offices of the Registrant located at 56
Prospect Street, Hartford, CT 06115, or its investment adviser, Phoenix-Aberdeen
International Advisors, LLC. One American Row, Hartford, CT 06102, or the
custodian, Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109. All
such accounts, books and other documents required to be maintained by the
principal underwriter will be maintained at Phoenix Equity Planning Corporation,
100 Bright Meadow Boulevard, Enfield, Connecticut 06082.

C-3
<PAGE>

ITEM 29. MANAGEMENT SERVICES.
None.

ITEM 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 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 11th
day of September, 2000.

PHOENIX-ABERDEEN SERIES FUND

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

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated, on this 11th day of September, 2000.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
Trustee
---------------------------------------
Robert Chesek*

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

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

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

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

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

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

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

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

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

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

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

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

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

S-1