PHOENIX EQUITY SERIES FUND, 485BPOS, 1999-12-21

PHOENIX EQUITY SERIES FUND
485BPOS, 1999-12-21

Previous: FRIEDE GOLDMAN HALTER INC, 8-K, 1999-12-21

Next: OPPENHEIMER INTERNATIONAL SMALL CO FUND, 497, 1999-12-21

As filed with the Securities and Exchange Commission on December 21, 1999
Registration No. 333-29043

File No. 811-8245
================================================================================
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM N-1A
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 4 [X]

and/or

REGISTRATION STATEMENT
Under the
INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 8 [X]

(Check appropriate box or boxes)

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

Phoenix Equity Series Fund
(Exact Name of Registrant as Specified in Charter)

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

101 Munson Street, Greenfield, Massachusetts 01301
(Address of Principal Executive Offices) (Zip Code)
(800) 243-1574
(Registrant's Telephone Number, including Area Code)

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

Pamela S. Sinofsky
Assistant Vice President and Assistant Counsel

Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0479
(name and address of Agent for Service)

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

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)

[X] on December 29, 1999 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed effective amendment.
- --------------------------------------------------------------------------------
================================================================================
<PAGE>

PHOENIX EQUITY SERIES FUND

Cross Reference Sheet Pursuant to Rule 404

PART A
Information Required in Prospectus

<TABLE>
<CAPTION>
Item Number Form N-1A, Part A Prospectus Caption
----------------------------- ------------------
<S> <C> <C>
1. Front and Back Cover Pages ................................... Cover Page, Back Cover Page

2. Risk/Return Summary: Investments, Risks, Performance Investment Risk and Return Summary

3. Risk Return Summary: Fee Table ............................... Fund Expenses

4. Investment Objectives, Principal Investment Strategies, Investment Risk and Return Summary; Additional
and Related Risks ............................................ Investment Techniques

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

<CAPTION>
PART B
Information Required in Statement of Additional Information

Item Number Form N-1A, Part B Statement of Additional Information Caption
----------------------------- -------------------------------------------
<S> <C> <C>
10. Cover Page and Table of Contents ............................. Cover Page, Table of Contents

11. Fund History ................................................. The Fund

12. Description of the Fund and Its Investment Risks ............. Investment Objectives and Policies; Investment
Restrictions

13. Management of the Fund ....................................... Management of the Trust

14. Control Persons and Principal Holders of Securities .......... Management of the Trust

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; How to Redeem 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

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.
</TABLE>

<PAGE>

Phoenix Investment Partners

Prospectus

December 29, 1999

- -----------
Duff&Phelps
- -----------

Phoenix-Duff & Phelps
Core Equity Fund

Oakhurst

Phoenix-Oakhurst
Growth & Income Fund

[logo] Phoenix
Investment Partners, Ltd.

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

This prospectus contains important information that you should know before
investing in the Phoenix-Duff & Phelps Core Equity Fund and the Phoenix
Oakhurst Growth & Income Fund.

<PAGE>

Table of Contents
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Phoenix-Duff & Phelps Core Equity Fund

Investment Risk and Return Summary ................ 1

Fund Expenses ..................................... 4

Management of the Fund ............................ 5

Phoenix-Oakhurst Growth & Income Fund

Investment Risk and Return Summary ................ 7

Fund Expenses ..................................... 10

Management of the Fund ............................ 11

Additional Investment Techniques ................... 15

Pricing of Fund Shares ............................. 16

Sales Charges ...................................... 18

Your Account ....................................... 20

How to Buy Shares .................................. 21

How to Sell Shares ................................. 22

Things You Should Know When Selling Shares ......... 22

Account Policies ................................... 24

Investor Services .................................. 25

Tax Status of Distributions ........................ 25

Financial Highlights ............................... 26

Additional Information ............................. 28
</TABLE>

> Phoenix
Equity
Series
Fund
<PAGE>

Phoenix-Duff & Phelps Core Equity Fund

Investment Risk and Return Summary
- -------------------------------------------------------

Investment Objective

Phoenix-Duff & Phelps Core Equity Fund has an investment
objective of long-term capital appreciation. There is no
guarantee that the fund will achieve its objective.

Principal Investment Strategies

> The fund invests in equity securities, primarily common
stocks of large, U.S. companies. Under normal
circumstances, the fund will invest at least 65% of its
total assets in equity securities; however, the adviser
intends to invest nearly all of the fund's assets in
common stocks and other equity securities, rather than
holding significant amounts of cash and short term
investments.

> The fund's adviser uses a quality-driven, blended strategy
that selects equity securities primarily from among the
1,000 largest companies traded in the United States based
on predictability and consistency of earnings and dividend
growth and the adviser's view that the price is low
relative to the stock's historical valuation and the
company's future growth prospects.

> The adviser monitors holdings for fundamental change and
overvaluation to determine when to sell securities.

Temporary Defensive Strategy: If the adviser believes that
market conditions are not favorable to the fund's principal
investment strategies, the fund may invest without limit in high
quality money market instruments and repurchase agreements. When
this happens the fund may not achieve its investment objectives.

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 as well as increase. 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.

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.

Fully Invested in Equity Securities

The net asset value of a fund that intends to be fully invested
in securities will decrease more quickly if the value of such
securities decreases as compared to a fund that holds larger
cash positions.

Phoenix-Duff & Phelps Core Equity Fund 1
<PAGE>

Impact of the Year 2000 Issue on Fund Investments

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

2 Phoenix-Duff & Phelps Core Equity Fund
<PAGE>

Performance Tables

The bar chart and table below provide some indication of the
risks of investing in the Phoenix-Duff & Phelps Core Equity
Fund. The bar chart shows the fund's Class A Shares
performance.(1) The table shows how the fund's average annual
returns 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.

Phoenix-Duff & Phelps Core Equity Fund [bar chart]

Annual Return 18.35% -- 1998 Calendar Year [end chart]

(1) The fund's annual return in the chart above does not reflect
the deduction of any sales charges. The return would have been
less than that shown if sales charges were deducted. During the
period shown in the chart above, the highest return for a
quarter was 21.37% (quarter ending December 31, 1998) and the
lowest return for a quarter was (16.48)% (quarter ending
September 30, 1998). Year-to-date performance (through September
30, 1999) was (2.36)%.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Average Annual Total Returns(1)
(for the periods ending 12/31/98) One Year Life of the Fund(2)
- --------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares 12.73% 14.12%
- --------------------------------------------------------------------------------
Class B Shares 13.68% 14.77%
- --------------------------------------------------------------------------------
Class C Shares 17.51% 17.75%
- --------------------------------------------------------------------------------
S&P 500 Index (3) 28.76% 25.16%
- --------------------------------------------------------------------------------
</TABLE>

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

(2) Class A Shares, Class B Shares and Class C Shares since
September 25, 1997.

(3) The S&P 500 Index is a measure of stock market total return
performance. The index's performance does not reflect sales
charges.

Phoenix-Duff & Phelps Core Equity Fund 3
<PAGE>

Fund Expenses
- -------------------------------

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

<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
------ ------ ------
<S> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None None
Maximum Deferred Sales Charge (load) (as a percentage of the None 5%(b) 1%(c)
lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested Dividends None None None
Redemption Fee None None None
Exchange Fee None None None
-----------------------------------
<CAPTION>
Class A Class B Class C
Shares Shares Shares
------ ------ ------
<S> <C> <C> <C>
Annual Fund Operating Expenses (expenses that are
deducted from fund assets)
Management Fees 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees (d) 0.25% 1.00% 1.00%
Other Expenses 0.43% 0.43% 0.43%
------ ------ ------
Total Annual Fund Operating Expenses (a) 1.43% 2.18% 2.18%
===== ====== ======
</TABLE>

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

(a) The fund's investment adviser has agreed to reimburse through
August 31, 2000 the Phoenix-Duff & Phelps Core Equity Fund's
expenses other than Management Fees and Distribution and Service
Fees to the extent that such expenses exceed 0.25% for each class
of shares. Actual Total Annual Fund Operating Expenses, after
expense reimbursement were 1.25% for Class A Shares, 2.00% for
Class B Shares, and 2.00% for Class C 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.

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

Example

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

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

4 Phoenix-Duff & Phelps Core Equity Fund
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- ------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $614 $906 $1,219 $2,107
- ------------------------------------------------------------
Class B $621 $882 $1,169 $2,323
- ------------------------------------------------------------
Class C $321 $682 $1,169 $2,513
- ------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- ------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $221 $682 $1,169 $2,323
- ------------------------------------------------------------
Class C $221 $682 $1,169 $2,513
- ------------------------------------------------------------
</TABLE>

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

Management of The Fund
- ------------------------------------------

The Adviser

Duff & Phelps Investment Management Co. ("Duff & Phelps") is the
investment adviser to the fund and is located at 55 East Monroe
Street, Suite 3600, Chicago, Illinois 60603. Duff & Phelps also
acts as investment adviser to eight other mutual funds and as
adviser to institutional clients. As of September 30, 1999, Duff
& Phelps had approximately $14.4 billion in assets under
management on a discretionary basis.

Subject to the direction of the fund's Board of Trustees, Duff &
Phelps is responsible for managing the fund's investment program
and the day-to-day management of the fund's portfolio. Duff &
Phelps manages the fund's assets to conform with the investment
policies as described in this prospectus. The fund pays Duff &
Phelps a monthly investment management fee that is accrued daily
against the value of the fund's net assets at the following
rates.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.75% 0.70% 0.65%
- -----------------------------------------------------------------------------------
</TABLE>

Phoenix-Duff & Phelps Core Equity Fund 5
<PAGE>

The adviser has voluntarily agreed to assume total fund
operating expenses, excluding interest, taxes, brokerage fees,
commissions and extraordinary expenses, until August 31, 2000, to
the extent that such expenses exceed the following percentages of
the average annual net asset values for the fund:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Class A Class B Class C
Shares Shares Shares
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Phoenix-Duff & Phelps Core Equity Fund 1.25% 2.00% 2.00%
- -----------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total
management fees of $380,849. The ratio of management fees to
average net assets for the fiscal year ended August 31, 1999 was
0.75%.

Portfolio Management

Diane Mustain serves as lead Portfolio Manager and as such is
responsible for the day-to-day operation of the Fund. As lead
Portfolio Manager she manages the team of investment
professionals responsible for the selection of portfolio
securities for the equity portfolio. Ms. Mustain is an Executive
Vice President of Duff & Phelps and serves as Vice Chairman of
its Equity Strategy Committee. In addition, since 1993 Ms.
Mustain has been a Sector Manager responsible for the Defensive
Sector of the core equity portfolio. Ms. Mustain was Group Vice
President from 1992 to 1993 where she was responsible for the
selection of consumer stocks for the equity research model
portfolio and provided analytical input to the Investment
Management Committee. Ms. Mustain joined Phoenix Investment
Partners, Ltd., then known as Duff & Phelps Corporation, in
1981.

Impact of the Year 2000 Issue on Fund Operations

The Trustees have directed management to ensure that the systems
used by service providers (Duff & Phelps and its affiliates) in
support of the funds' operations be assessed and brought into
Year 2000 compliance. Based on its assessment, Duff & Phelps
determined that it would be required to modify or replace
portions of its software so that its computer systems would
properly utilize dates beyond December 31, 1999. As of August 31,
1999, Duff & Phelps completed upgrades and testing for Year 2000
compliance on its mission-critical systems. Duff & Phelps has
also identified critical business functions and developed
contingency plans. Duff & Phelps believes that the modifications
and conversions to new software and contingency planning will
mitigate the Year 2000 issue. However, if the problem is not
fully addressed, the fund may be negatively impacted.

The total cost to become Year 2000 compliant is not an expense
of the fund and is not expected to have a material impact on the
operating results of Duff & Phelps.

6 Phoenix-Duff & Phelps Core Equity Fund
<PAGE>

Phoenix-Oakhurst Growth & Income Fund

Investment Risk and Return Summary
- -------------------------------------------------------

Investment Objective

Phoenix-Oakhurst Growth & Income Fund has an investment
objective of seeking dividend growth, current income and capital
appreciation. There is no guarantee that the fund will achieve
its objective.

Principal Investment Strategies

> The fund invests in equity securities, primarily common
stocks. Under normal circumstances, the fund will invest
at least 65% of its total assets in common stocks or other
equity securities; however, the adviser intends to invest
nearly all of the fund's assets in common stocks and other
equity securities, rather than holding significant amounts
of cash and short term investments.

> The adviser intends to manage fund assets so that the
fund's total return and dividend yield exceed the average
total return and dividend yield for companies included in
the Standard and Poor's 500 Composite Stock Price Index.
("S&P 500").

> The fund's adviser uses a quantitative value strategy that
selects equity securities primarily from among the 1,500
largest companies traded in the United States based on
value criteria such as price to earnings, sales and cash
flows and growth criteria such as earnings per share. This
strategy emphasizes securities of companies relatively
undervalued to the market in general and with improving
fundamentals.

Principal Risks

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

General

Phoenix-Oakhurst Growth & Income Fund 7
<PAGE>

S&P 500 Comparison

The S&P 500 total return can be negative. Although the fund may
outperform the S&P 500, the fund may still have a negative
return.

Fully Invested in Equity Securities

Impact of the Year 2000 Issue on Fund Investments

8 Phoenix-Oakhurst Growth & Income Fund
<PAGE>

Performance Tables
The bar chart and table below provide some indication of the
risks of investing in the
Phoenix-Oakhurst Growth & Income Fund. The bar chart shows the
fund's Class A Shares performance.(1) The table shows how the
fund's average annual returns 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.

Phoenix-Oakhurst Growth & Income Fund [bar chart]

Annual Return 30.87% -- 1998 Calendar Year [end chart]

(1) The fund's annual return in the chart above does not reflect
the deduction of any sales charges. The return would have been
less than that shown if sales charges were deducted. During the
period shown in the chart above, the highest return for a quarter
was 22.52% (quarter ending December 31, 1998) and the lowest
return for a quarter was (11.61)% (quarter ending September 30,
1998). Year-to-date performance (through September 30, 1999) was
4.74%.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Average Annual Total Returns(1)
(for the periods ending 12/31/98) One Year Life of the Fund(2)
- --------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares 24.66% 23.44%
- --------------------------------------------------------------------------------
Class B Shares 26.00% 24.43%
- --------------------------------------------------------------------------------
Class C Shares 29.81% 27.33%
- --------------------------------------------------------------------------------
S&P 500 Index (3) 28.76% 25.16%
- --------------------------------------------------------------------------------
</TABLE>

(2) Class A Shares, Class B Shares and Class C Shares since
September 25, 1997.

(3) The S&P 500 Index is a measure of stock market total return
performance. The index's performance does not reflect sales
charges.

Phoenix-Oakhurst Growth & Income 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>
Class A Class B Class C
Shares Shares Shares
------ ------ ------
<S> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None None
Maximum Deferred Sales Charge (load) (as a percentage of the None 5%(b) 1%(c)
lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested Dividends None None None
Redemption Fee None None None
Exchange Fee None None None
-----------------------------------
<CAPTION>
Class A Class B Class C
Shares Shares Shares
------ ------ ------
<S> <C> <C> <C>
Annual Fund Operating Expenses (expenses that are
deducted from fund assets)
Management Fees 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees (d) 0.25% 1.00% 1.00%
Other Expenses 0.33% 0.33% 0.33%
------ ------ ------
Total Annual Fund Operating Expenses(a) 1.33% 2.08% 2.08%
====== ====== ======
</TABLE>

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

(a) The fund's investment adviser has agreed to reimburse through
August 31, 2000 the Phoenix-Oakhurst Growth and Income Fund's
expenses other than Management Fees and Distribution and
Service Fees to the extent that such expenses exceed 0.25% of
each class of shares. Actual Total Annual Fund Operating
Expenses, after expense reimbursement were 1.22% for Class A
Shares, 1.97% for Class B Shares, and 1.97% for Class C
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.

(d) 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.

10 Phoenix-Oakhurst Growth & Income Fund
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $604 $876 $1,169 $2,000
- -----------------------------------------------------------
Class B $611 $852 $1,119 $2,219
- -----------------------------------------------------------
Class C $311 $652 $1,119 $2,410
- -----------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $211 $652 $1,119 $2,219
- -----------------------------------------------------------
Class C $211 $652 $1,119 $2,410
- -----------------------------------------------------------
</TABLE>

Management of The Fund
- ------------------------------------------

The Adviser

Phoenix Investment Counsel, Inc. ("Phoenix") is the investment
adviser to the fund and is located at 56 Prospect Street,
Hartford, CT 06115. Phoenix also acts as the investment adviser
for 14 other mutual funds, as subadviser to three mutual funds
and as adviser to institutional clients. As of September 30,
1999, Phoenix had $23.4 billion in assets under management.
Phoenix has acted as an investment adviser for over sixty years.

Subject to the direction of the funds' Board of Trustees,
Phoenix is responsible for managing the fund's investment
program and the day-to-day management of the fund's portfolio.
Phoenix manages the fund's assets to conform with the investment
policies as described in this prospectus. The fund pays Phoenix
a monthly investment management fee that is accrued daily
against the value of the fund's net assets at the following
rates.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.75% 0.70% 0.65%
- ------------------------------------------------------------------------------------
</TABLE>

Phoenix-Oakhurst Growth & Income Fund 11
<PAGE>

The adviser has voluntarily agreed to assume total fund operating
expenses, excluding interest, taxes, brokerage fees, commissions
and extraordinary expenses, until August 31, 2000, to the extent
that such expenses exceed the following percentages of the
average annual net asset values for the fund:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------
Class A Class B Class C
Shares Shares Shares
- --------------------------------------------------------------------
<S> <C> <C> <C>
Phoenix-Oakhurst Growth &
Income Fund 1.25% 2.00% 2.00%
- --------------------------------------------------------------------
</TABLE>

During the funds' last fiscal year, the fund paid total
management fees of $1,916,291. The ratio of management fees to
average net assets for the fiscal year ended August 31, 1999 was
0.75%.

Portfolio Management

Steven L. Colton serves as portfolio manager and as such is
primarily responsible for the day-to-day operation of the fund.
Mr. Colton joined Phoenix Investment Counsel, Inc. in June 1997.
Previously, Mr. Colton was Portfolio Manager for the American
Century Income & Growth Fund ("ACIGF") from its inception on
December 17, 1990 through May 30, 1997. Dong Zhang serves as a
member of the team that manages Phoenix-Oakhurst Growth & Income
Fund. Mr. Zhang also was a member of the portfolio management
team for ACIGF from June 1996 through June 4, 1997.

Mr. Colton is a graduate of the University of California, San
Diego and Stanford University. Mr. Colton was an investment
professional with American Century Companies from 1987 through
May 30, 1997. Mr. Zhang received his Ph.D. in Physics from
Stanford University and joined American Century Companies in
1993. Mr. Zhang served as portfolio manager of the American
Century Companies prior to joining Phoenix Investment Counsel,
Inc. in June 1997.

Prior Performance of Portfolio Management Team

The ACIGF has substantially similar investment objectives,
policies and strategies as the Growth & Income Fund. The
cumulative total return for ACIGF from its inception (December
17, 1990) through March 31, 1997 was 190.73%. At March 31, 1997
that fund had $887.1 million in net assets. Average annual
returns for the one-year, three-year and five-year periods ended
March 31, 1997 and for the period from inception through March
31, 1997, compared with the performance of the Average Growth &
Income Fund and S&P 500 were:

12 Phoenix-Oakhurst Growth & Income Fund
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
Period (through ACIGF Average Growth & S&P 500(b)
March 31, 1997) Income Fund(a)
- ----------------------------------------------------------------------
<S> <C> <C> <C>
One Year 19.56% 15.52% 19.94%
- ----------------------------------------------------------------------
Three Years 21.64% 17.84% 22.36%
- ----------------------------------------------------------------------
Five Years 16.41% 14.15% 16.46%
- ----------------------------------------------------------------------
Inception through
March 31, 1997 18.49% 15.75%(c) 17.54%
- ----------------------------------------------------------------------
</TABLE>

(a) The Average Growth & Income Fund is a Lipper Category of
funds that combine a growth of earnings orientation and an
income requirement for level and/or rising dividends. Lipper
Analytical Services, Inc. is an independent mutual fund
service that groups funds according to their investment
objective.

(b) The S&P 500 is an unmanaged index of common stocks that is
considered to be generally representative of the United
States stock market. The index has been adjusted to reflect
reinvestment of dividends.

Historical performance is not indicative of future performance.
The ACIGF is a separate unrelated fund, and its historical
performance is not indicative of the potential performance of
the Phoenix-Oakhurst Growth & Income Fund. Share prices and
investment returns will fluctuate to reflect market conditions,
as well as changes in company-specific fundamentals of
securities held in the portfolio.

Impact of the Year 2000 Issue on Fund Operations

The Trustees have directed management to ensure that the systems
used by service providers (Phoenix and its affiliates) in
support of the funds' operations be assessed and brought into
Year 2000 compliance. Based on its assessment, Phoenix
determined that it would be required to modify or replace
portions of its software so that its computer systems would
properly utilize dates beyond December 31, 1999. As of August
31, 1999, Phoenix completed upgrades and testing for Year 2000
compliance on its mission-critical systems. Phoenix has also
identified critical business functions and developed contingency
plans. Phoenix believes that the modifications and conversions
to new software and contingency planning will mitigate the Year
2000 issue. However, if the problem is not fully addressed, the
fund may be negatively impacted.

The total cost to become Year 2000 compliant is not an expense
of the fund and is not expected to have a material impact on the
operating results of Phoenix.

Phoenix-Oakhurst Growth & Income Fund 13
<PAGE>

Additional Investment Techniques
- ---------------------------------------------------

In addition to the Principal Investment Strategies and Risks,
Phoenix-Duff & Phelps Core Equity Fund ("Core Equity") and
Phoenix-Oakhurst Growth & Income Fund ("Growth & Income" ) may
each engage in the following investment techniques as indicated:

Foreign Investing

Core Equity may invest up to 10% and Growth & Income up to 20%
of its total assets in securities of foreign (non-U.S.) issuers.
Investments in non-U.S. companies involve additional risks and
conditions, including differences in accounting standards,
generally higher commission rates, differences in transaction
settlement systems, political instability, and the possibility
of confiscatory or expropriation taxes. Political and economic
uncertainty in foreign countries as well as less public
information about foreign investments may negatively impact the
fund's portfolio. Dividends and other income payable on foreign
securities may also be subject to foreign taxes. 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 rate. Foreign markets and currencies may not
perform as well as U.S. markets.

Convertible Securities

Growth & Income 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 in to
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 non-convertible
securities.

Mutual Fund Investing

Each of the funds may invest up to 10% of its total assets in
shares of other mutual funds. 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.

Financial Futures and Related Options

Each of the funds may enter into financial futures transactions,
and Growth & Income may also invest in related options for
hedging purposes, provided that such obligations represent no
more than 20% of each such fund's net assets. Futures and
options involve market risk in excess of their value and may not
be as liquid as other securities.

Securities Lending

Each fund may loan portfolio securities with a value up to one
third of its total assets to increase investment returns. If the
borrower is unwilling or unable to return the borrowed
securities when due, the fund can suffer losses.

14 Phoenix Equity Series Fund
<PAGE>

Borrowing

Each fund may obtain for temporary, extraordinary or emergency
purposes, fixed interest rate loans from a bank in amounts up to
one third the value of its net assets and invest the loan
proceeds in other assets. Interest on money borrowed is an
expense of the fund. Because such expense would not have
otherwise been incurred during periods when borrowings for
investment purposes are substantial, the net investment income of
the fund is not expected to be as high as it otherwise would be.
In addition, if the securities purchased with such borrowed money
decrease in value or do not increase enough to cover interest and
other borrowing costs, the funds will suffer greater losses than
if no borrowing took place.

Short Term Investments

The funds may invest in high quality money market instruments
with remaining maturities of one year or less.

Illiquid Securities

Each of the funds may invest up to 5% of its net assets in
illiquid securities. The inability of the funds to dispose of
such securities in a timely manner and at a fair price at a time
when it might be necessary or advantageous to do so may harm the
funds.

The adviser may buy other types of securities or employ other
portfolio management techniques on behalf of each fund. Please
refer to the Statement of Additional Information for more
detailed information about these and other investment techniques
of the 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, each 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 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, a fund determines a
"fair value" for an investment according to rules and procedures
approved by the Trustees. Foreign and domestic debt securities
(other than short-term investments) are valued on the basis of
broker quotations or valuations provided by a pricing service
approved by the Trustees when such prices are believed to
reflect the fair value of such securities. Foreign and domestic
equity securities are valued at the last sale price or, if there
has been no sale that day, at the last bid price, generally.
Short-term investments having a remaining maturity of sixty days
or less are valued at amortized cost, which the Trustees have
determined approximates market value.

Phoenix Equity Series Fund 15
<PAGE>

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

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

The net asset value per share of each class of 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. If 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 three classes of shares that have
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

16 Phoenix Equity Series Fund
<PAGE>

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

Class B Shares. If you purchase Class B Shares, you will not pay
a sales charge at the time of purchase. If you sell your Class B
Shares within the first 5 years after they are purchased, you
will pay a sales charge of up to 5% of your shares' value. See
"Deferred Sales Charge Alternative--Class B and C Shares" below.
This charge declines to 0% over a period of 5 years and may be
waived under certain conditions. Class B shares have higher
distribution and service fees (1.00%) and pay lower dividends
than Class A Shares. Class B Shares automatically convert to
Class A Shares eight years after purchase. Purchases 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.

Class C Shares. If you purchase Class C Shares, you will not pay
a sales charge at the time of purchase. If you sell your Class C
Shares within the first year after they are purchased, you will
pay a sales charge of 1%. See "Deferred Sales Charge
Alternative--Class B and C Shares" below. Class C Shares have
the same distribution and service fees (1.00%) and pay
comparable dividends as Class B Shares. Class C Shares do not
convert to any other class of shares of the fund.

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

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

Phoenix Equity Series Fund 17
<PAGE>

Deferred Sales Charge Alternative--Class B and C Shares

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

Deferred Sales Charge you may pay to sell Class B Shares

Deferred Sales Charge you may pay to sell Class C Shares

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.

18 Phoenix Equity Series Fund
<PAGE>

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.

Step 2.

Your second choice will be what class of shares to buy. Each
fund offers three 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 gains
distributions in cash;

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

o Receive both dividends and capital gain distributions in
cash.

No interest will be paid on uncashed distribution checks.

Phoenix Equity Series Fund 19
<PAGE>

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

How to Sell Shares
- -----------------------------------

You have the right to have the 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 or C 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.

20 Phoenix Equity Series Fund
<PAGE>

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

Things You Should Know When Selling Shares

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

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

Redemptions by Mail

> 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:

Phoenix Equity Series Fund 21
<PAGE>

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

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

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

> If you are selling shares held in a corporate or fiduciary
account, please contact the funds' 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.

Account Policies
- --------------------------------

Account Reinstatement Privilege

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

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

22 Phoenix Equity Series Fund
<PAGE>

Redemption of Small Accounts

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

Exchange Privileges

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

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

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 purchase
for federal income tax purposes.

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
market timing firms permitting them to exchange by
telephone. These privileges are limited, and the fund
distributor has the right to reject or suspend them.

Retirement Plans

Shares of the 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 1-800-243-4361.

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.

Phoenix Equity Series Fund 23
<PAGE>

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

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

Systematic Withdrawal Program allows you to periodically redeem
a portion of your account on a predetermined monthly, quarterly,
semiannual, or annual basis. Sufficient shares will be redeemed
on the 15th of the month at the closing net asset value so that
the payment is made about the 20th of the month. The program
also provides for redemptions on or about the 10th, 15th, or
25th with proceeds directed through Automated Clearing House
(ACH) to your bank. The minimum withdrawal is $25.00, and
minimum account balance requirements continue. Shareholders in
the program must own fund shares worth at least $5,000.

Tax Status of Distributions
- -------------------------------------------

The funds plan to make distributions from net investment income
semiannually, and to distribute net realized capital gains, if
any, at least annually. 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 Equity Series Fund
<PAGE>

Financial Highlights
- ------------------------------------

These tables are intended to help you understand the funds'
financial performance since inception. 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 fund (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-Duff & Phelps Core Equity Fund

<TABLE>
<CAPTION>
Class A Class B Class C
----------------------------------------------------------------------------------------
Year From Inception Year From Inception Year From Inception
Ended 9/25/97 to Ended 9/25/97 to Ended 9/25/97 to
8/31/99 8/31/98 8/31/99 8/31/98 8/31/99 8/31/98
------- ------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.87 $ 10.00 $9.81 $10.00 $ 9.82 $10.00
Income from investment operations(1)
Net investment income (loss) 0.01(2)(3) --(2)(3) (0.08)(2)(4) 0.08(2)(4) (0.08)(2)(5) (0.08)(2)(5)
Net realized and unrealized gain (loss) 2.57 (0.09) 2.55 (0.08) 2.55 (0.07)
------- ------- ------ ------ ------ ------
Total from investment operations 2.58 (0.09) 2.47 (0.16) 2.47 (0.15)
------- ------- ------ ------ ------ ------
Less distributions
Dividends from net realized gains (0.08) -- (0.08) -- (0.08) --
In excess of net investment income -- (0.04) -- (0.03) -- (0.03)
------- ------- ------ ------ ------ ------
Total distributions (0.08) (0.04) (0.08) (0.03) (0.08) (0.03)
------- ------- ------ ------ ------ ------
Change in net asset value 2.50 (0.13) 2.39 (0.19) 2.39 (0.18)
------- ------- ------ ------ ------ ------
Net asset value, end of period $ 12.37 $ 9.87 $12.20 $ 9.81 $12.21 $ 9.82
======= ======= ====== ====== ====== ======
Total return(6) 26.12% (0.93)%(7) 25.16% (1.61)%(7) 25.13% (1.52)%(7)
Ratios/supplemental data:
Net assets, end of period (thousands) $41,272 $22,683 $9,333 $6,801 $2,491 $2,514
Ratio to average net assets of: 2.00%(8) 2.00% 2.00%(8)
Operating expenses 1.25% 1.25%(8) 2.00% (0.73)%(8) (0.70%) (0.73)%(8)
Net investment income (loss) 0.06% 0.02%(8) (0.69)% 83%(7) 82% 83%(7)
Portfolio turnover 82% 83%(7) 82%
</TABLE>

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

(2) Computed using average shares outstanding.

(3) Includes reimbursement of operating expenses by investment
adviser of $0.02 and $0.19, respectively.

(4) Includes reimbursement of operating expenses by investment
adviser of $0.02 and $0.19, respectively.

(5) Includes reimbursement of operating expenses by investment
adviser of $0.02 and $0.19, respectively.

(6) Maximum sales charges are not reflected in the total return
calculation.

(7) Not annualized.

(8) Annualized.

Phoenix Equity Series Fund 25
<PAGE>

Financial Highlights (continued)

Phoenix-Oakhurst Growth & Income Fund

<TABLE>
<CAPTION>
Class A Class B Class C
-------------------------------------------------------------------------------------------
From From From
Year Inception Year Inception Year Inception
Ended 9/25/97 to Ended 9/25/97 to Ended 9/25/97 to
8/31/99 8/31/98 8/31/99 8/31/98 8/31/99 8/31/98
--------- ---------- -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.47 $ 10.00 $ 10.40 $ 10.00 $ 10.41 $ 10.00
Income from investment operations(1)
Net investment income (loss) 0.06(2)(3) 0.06(2)(3) (0.04)(2)(4) (0.02)(2)(4) (0.04)(2)(5) (0.02)(2)(5)
Net realized and unrealized gain (loss) 4.19 0.48 4.16 0.48 4.15 0.49
-------- ------- -------- ------- ------- -------
Total from investment operations 4.25 0.54 4.12 0.46 4.11 0.47
-------- ------- -------- ------- ------- -------
Less distributions
Dividends from net investment income (0.02) (0.04) -- (0.03) -- (0.03)
Dividends from net realized gains (0.09) (0.03) (0.09) (0.03) (0.09) (0.03)
-------- ------- -------- ------- ------- -------
Total distributions (0.11) (0.07) (0.09) (0.06) (0.09) (0.06)
-------- ------- -------- ------- ------- -------
Change in net asset value 4.14 0.47 4.03 0.40 4.02 0.41
-------- ------- -------- ------- ------- -------
Net asset value, end of period $ 14.61 $ 10.47 $ 14.43 $ 10.40 $ 14.43 $ 10.41
======== ======= ======== ======= ======= =======
Total return(6) 40.72% 5.39%(7) 39.72% 4.59%(7) 39.58% 4.67%(7)
Ratios/supplemental data:
Net assets, end of period (thousands) $209,210 $76,399 $109,461 $31,902 $59,224 $11,108
Ratio to average net assets of:
Operating expenses 1.22%(9) 1.25%(8) 1.96%(9) 2.00%(8) 1.96%(9) 2.00%(8)
Net investment income (loss) 0.43% 0.57%(8) (0.32)% (0.19)%(8) (0.33)% (0.18)%(8)
Portfolio turnover 71% 106%(7) 71% 106%(7) 71% 106%(7)
</TABLE>

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

(2) Computed using average shares outstanding.

(3) Includes reimbursement of operating expenses by investment
adviser of $0.01 and $0.07, respectively.

(4) Includes reimbursement of operating expenses by investment
adviser of $0.01 and $0.07, respectively.

(5) Includes reimbursement of operating expenses by investment
adviser of $0.01 and $0.07, respectively.

(6) Maximum sales charges are not reflected in the total return
calculation.

(7) Not annualized.

(8) Annualized.

(9) For the year ended August 31, 1999, the ratio of operating
expenses to average net assets excludes the effect of expense
offsets for custodian fees; if expense offsets were included,
the ratio would not significantly differ.

26 Phoenix Equity Series Fund
<PAGE>

Additional Information
- ---------------------------------------

Statement of Additional Information

The fund has filed a Statement of Additional Information about the funds, dated
December 29, 1999 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:

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

o by calling (800) 243-4361.

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

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

o by visiting its Public Reference Room in Washington, DC or

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

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

Shareholder Reports

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

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

o by calling (800) 243-4361.

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

SEC File Nos. 333-29043 & 811-8245
[Recycle Logo] Printed on recycled paper using soybean ink

Phoenix Equity Series Fund 27
<PAGE>

[This Page Intentionally Left Blank]

<PAGE>

------------
PRSRT STD
U.S. Postage
PAID
Andrews
Associates
------------

Phoenix Equity Planning Corporation
PO Box 2200
Enfield CT 06083-2200

[Logo] Phoenix
Investment Partners

PXP 2089 (12/99)

<PAGE>

PHOENIX-DUFF & PHELPS CORE EQUITY FUND
PHOENIX-OAKHURST GROWTH & INCOME

101 Munson Street
Greenfield, MA 01301

Statement of Additional Information

December 29, 1999

This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current prospectus of the
Phoenix Equity Series Fund (the "Trust"), dated December 29, 1999, and should
be read in conjunction with it. The Trust's prospectus may be obtained by
calling Phoenix Equity Planning Corporation ("Equity Planning") 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

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Trust ............................................................. 1
Investment Objectives and Policies .................................... 1
Investment Restrictions ............................................... 1
Performance Information ............................................... 10
Portfolio Transactions and Brokerage .................................. 10
The Investment Advisers ............................................... 12
Net Asset Value ....................................................... 13
How to Buy Shares ..................................................... 13
Alternative Purchase Arrangements ..................................... 13
Investor Account Services ............................................. 16
How to Redeem Shares .................................................. 17
Dividends, Distributions and Taxes .................................... 18
Tax Sheltered Retirement Plans ........................................ 19
The Distributor ....................................................... 19
Distribution Plans .................................................... 21
Management of the Trust ............................................... 22
Other Information ..................................................... 27
Appendix .............................................................. 29
</TABLE>

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

PXP 2005B (12/99)

<PAGE>

THE TRUST

Phoenix Equity Series Fund (the "Trust") is a diversified open-end
management investment company which was organized under Massachusetts law in
1997 as a business trust. The Trust presently comprises two series: the
Phoenix-Duff & Phelps Core Equity Fund and Phoenix-Oakhurst Growth & Income
Fund, each a "Fund" and collectively the "Funds."

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of each Fund is deemed to be a fundamental policy
which may not be changed without the approval of the holders of a majority of
the outstanding shares of each Fund. Investment restrictions described in this
Statement of Additional Information are fundamental policies of each Fund and
may not be changed without the approval of each Fund's shareholders.
Notwithstanding the foregoing, certain investment restrictions affect more than
one series of the Trust and therefore modifications may require the consent of
other shareholders. There is no assurance that any Fund will meet its
investment objective.

INVESTMENT RESTRICTIONS

Fundamental Policies

The following investment restrictions constitute fundamental policies of
each Fund which may be changed only upon approval by the holders of a majority
of the outstanding shares of each Fund's shareholders. The Funds may not:

(1) With respect to 75% of their total assets, purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government
or its agencies or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in securities of that issuer.

(2) Purchase the securities of any one issuer if immediately after such
purchase a Fund would hold more than 10% of the outstanding voting
securities of that issuer.

(3) Borrow money except from a bank as a temporary measure to satisfy
redemption requests or for extraordinary or emergency purposes and then
only in an amount not exceeding 33-1/3% of the market value of a Fund's
total assets, so that immediately after any such borrowing asset coverage
of at least 300% for all such borrowings exists. To secure any such
borrowing, the Funds may not mortgage, pledge, or hypothecate in excess
of 33-1/3% of the value of their total assets. The Funds will not
purchase any security while borrowings representing more than 5% of their
total assets are outstanding.

(4) Act as an underwriter of securities issued by others.

(5) Purchase real estate, real estate mortgage loans, interests in real
estate limited partnerships, or interests in oil, gas or mineral
exploration or development programs or leases, provided that this
limitation shall not prohibit (i) the purchase of U.S. Government
securities and other debt securities secured by real estate or interests
therein; (ii) the purchase of marketable securities issued by companies
or investment trusts that deal in real estate or interests therein; or
(iii) purchase of marketable securities issued by companies or other
entities or investment vehicles that engage in businesses relating to the
development, exploration, mining, processing or distributing of oil, gas,
or minerals.

(6) Engage in any short-selling operations (except by selling futures
contracts).

(7) Make loans to others, except for the lending of portfolio securities
pursuant to guidelines established by the Board of Trustees or in
connection with purchase of debt securities in accordance with a Fund's
investment objective and policies.

(8) Purchase warrants, valued at the lower of cost or market, in excess of 5%
of the value of a Fund's net assets. Included within that amount, but not
to exceed 2% of the value of a Fund's net assets, may be warrants which
are not listed on the New York or American Stock Exchanges. Warrants
acquired by the Funds at any time in units or attached to securities are
not subject to this restriction.

(9) Purchase securities on margin, except for such short-term credits as may
be necessary for the clearance of transactions, provided that the Funds
may make initial and variation margin payments in connection with
purchases or sales of futures contracts or options on futures contracts.

(10) Issue or sell any class of senior security as defined in the Investment
Company Act of 1940 except for notes or other evidences of indebtedness
permitted under investment restriction (3) and except to the extent that
notes evidencing temporary borrowings or the purchase of securities on a
when-issued or delayed delivery basis might be deemed such.

(11) Except in connection with a merger, consolidation, acquisition, or
reorganization, invest in the securities of other investment companies,
including investment companies advised by the Adviser, or any affiliates,
if, immediately after such purchase or acquisition, more than 10% of the
value of a Fund's total assets would be invested in such securities in
the aggregate, or more than 5% in any one such security.

1
<PAGE>

(12) Purchase or retain securities of any issuer if, to the knowledge of the
Funds' management, those officers and Trustees of the Funds and of its
adviser, who each own beneficially more than 0.50% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
securities.

(13) Invest in securities of an issuer which, together with any predecessor,
has been in operation for less than three years if, as a result, more
than 5% of the total assets of a Fund would then be invested in such
securities.

(14) Invest in the securities of any one issuer if, immediately after such
purchase, 25% or more of a Fund's total assets would be invested in the
securities of issuers having their principal business activities in the
same industry.

(15) Invest in securities which are not readily marketable or the disposition
of which is restricted under federal securities laws (collectively
"illiquid securities") if, as a result, more than 5% of a Fund's net
assets would be invested in illiquid securities.

If a percentage restriction on investment or utilization of assets as set
forth is adhered to at the time an investment is made, a later change in the
percentage resulting from a change in the values or costs of the Funds' assets
will not be considered a violation of the restriction with the exception of the
Fund's borrowing policy as described in restriction (3), above.

Investment Techniques

The Funds may utilize the following practices or techniques in pursuing
its investment objectives.

U.S. Government Securities. For liquidity purposes, each Fund may invest
in U.S. government securities, including bills, notes and bonds issued by the
U.S. Treasury and securities issued or guaranteed by agencies or
instrumentalities of the U.S. government. Some U.S. government securities are
supported by the direct full faith and credit pledge of the U.S. government;
others are supported by the right of the issuer to borrow from the U.S.
Treasury; others such as securities issued by the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S.
government to purchase the agencies' obligations; and others are supported only
by the credit of the issuing or guaranteeing instrumentality. There is no
assurance that the U.S. government will provide financial support to an
instrumentality it sponsors when it is not obligated by law to do so.

Repurchase Agreements. Repurchase Agreements are agreements by which a
Fund purchases a security and obtains a simultaneous commitment from the seller
(a member bank of the Federal Reserve System or, to the extent permitted by the
Investment Company Act of 1940, a recognized securities dealer) that the seller
will repurchase the security at an agreed upon price and date. The resale price
is in excess of the purchase price and reflects an agreed upon market rate
unrelated to the coupon rate on the purchased security.

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

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

Securities and Index Options. The Phoenix-Oakhurst Growth & Income Fund
may write covered call options and purchase call and put options. Options and
the related risks are summarized below.

Writing and Purchasing Options. Call options written by the
Phoenix-Oakhurst Growth & Income Fund normally will have expiration dates
between three and nine months from the date written. During the option period
the Fund may be assigned an exercise notice by the broker-dealer through which
the call option was sold, requiring the Fund to deliver the underlying security
(or cash in the case of securities index calls) against payment of the exercise
price. This obligation is terminated upon the expiration of the option period
or at such earlier time as the Fund effects a closing purchase transaction. A
closing purchase transaction cannot be effected with respect to an option once
the Fund has received an exercise notice.

The exercise price of a call option written by the Fund may be below,
equal to or above the current market value of the underlying security or
securities index at the time the option is written.

A multiplier for an index option performs a function similar to the unit
of trading for an option on an individual security. It determines the total
dollar value per contract of each point between the exercise price of the
option and the current level of the underlying index. A multiplier of 100 means
that a one-point difference will yield $100. Options on different indices may
have different multipliers.

Securities indices for which options are currently traded include the
Standard & Poor's 100 and 500 Composite Stock Price Indices, Computer/Business
Equipment Index, Major Market Index, Amex Market Value Index, Computer
Technology Index, Oil

2
<PAGE>

and Gas Index, NYSE Options Index, Gaming/Hotel Index, Telephone Index,
Transportation Index, Technology Index, and Gold/ Silver Index. The Fund may
write call options and purchase call and put options on any other indices
traded on a recognized exchange.

Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option written by the Fund to prevent an
underlying security from being called, or to enable the Fund to write another
call option with either a different exercise price or expiration date or both.
The Fund may realize a net gain or loss from a closing purchase transaction
depending upon whether the amount of the premium received on the call option is
more or less than the cost of effecting the closing purchase transaction. If a
call option written by the Fund expires unexercised, the Fund will realize a
gain in the amount of the premium on the option less the commission paid.

The option activities of the Fund may increase its portfolio turnover rate
and the amount of brokerage commissions paid. The Fund will pay a commission
each time it purchases or sells a security in connection with the exercise of
an option. These commissions may be higher than those which would apply to
purchases and sales of securities directly.

Limitations on Options. The Phoenix-Oakhurst Growth & Income Fund may
write call options only if they are covered and if they remain covered so long
as the Fund is obligated as a writer. If the Fund writes a call option on an
individual security, the Fund will own the underlying security at all times
during the option period. The Fund will write call options on indices only to
hedge in an economically appropriate way portfolio securities which are not
otherwise hedged with options or financial futures contracts. Call options on
securities indices written by the Fund will be "covered" by identifying the
specific portfolio securities being hedged.

To secure the obligation to deliver the underlying security, the writer of
a covered call option on an individual security is required to deposit the
underlying security or other assets in escrow with the broker in accordance
with clearing corporation and exchange rules. In the case of an index call
option written by the Fund, the Fund will be required to deposit qualified
securities. A "qualified security" is a security against which the Fund has not
written a call option and which has not been hedged by the Fund by the sale of
a financial futures contract. If at the close of business on any day the market
value of the qualified securities falls below 100% of the current index value
times the multiplier times the number of contracts, the Fund will deposit any
asset, including equity securities and non-investment grade debt so long as the
asset is liquid, unencumbered and marked to market daily, equal in value to the
difference. In addition, when the Fund writes a call on an index which is
"in-the-money" at the time the call is written, the Fund will pledge with its
custodian bank any asset, including equity securities and non-investment grade
debt so long as the asset is liquid, unencumbered and marked to market daily,
equal in value to the amount by which the call is "in-the-money" times the
multiplier times the number of contracts. Any amount pledged may be applied to
the Fund's obligation to pledge additional amounts in the event that the market
value of the qualified securities falls below 100% of the current index value
times the multiplier times the number of contracts.

The Fund may sell a call option or a put option which it has previously
purchased prior to the purchase (in the case of a call) or the sale (in the
case of a put) of the underlying security. Any such sale of a call option or a
put option would result in a net gain or loss, depending on whether the amount
received on the sale is more or less than the premium and other transaction
costs paid.

The Phoenix-Oakhurst Growth & Income Fund will engage in options provided
that such obligations represent no more than 20% of the Fund's net assets.
Under the Commodity Exchange Act, a Fund may enter into futures and options
transactions for hedging purposes without regard to the percentage of assets
committed to initial margin and option premiums and for other than hedging
purposes provided that assets committed to initial margin and option premiums
do not exceed 5% of the Fund's net assets. To the extent required by law, the
Fund will set aside cash and appropriate liquid assets in a pledged account to
cover its obligations related to futures contracts and options. In connection
with the Fund qualifying as a regulated investment company under the Internal
Revenue Code, other restrictions on the Fund's ability to enter into option
transactions may apply from time to time. See "Dividends, Distributions and
Taxes."

Risks Relating to Options. During the option period, the writer of a call
option has, in return for the premium received on the option, given up the
opportunity for capital appreciation above the exercise price should the market
price of the underlying security increase, but has retained the risk of loss
should the price of the underlying security decline. The writer has no control
over the time when it may be required to fulfill its obligation as a writer of
the option.

The risk of purchasing a call option or a put option is that the Fund may
lose the premium it paid plus transaction costs. If the Fund does not exercise
the option and is unable to close out the position prior to expiration of the
option, it will lose its entire investment.

An option position may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although the Fund will write
and purchase options only when the Adviser believes that a liquid secondary
market will exist for options of the same series, there can be no assurance
that a liquid secondary market will exist for a particular option at a
particular time and that the Fund, if it so desires, can close out its position
by effecting a closing transaction. If the writer of a covered call option is
unable to effect a closing purchase transaction, it cannot sell the underlying
security until the option expires or the option is exercised. Accordingly, a
covered call writer may not be able to sell the underlying security at a time
when it might otherwise be advantageous to do so.

3
<PAGE>

Possible reasons for the absence of a liquid secondary market on an
exchange include: (i) insufficient trading interest in certain options; (ii)
restrictions on transactions imposed by an exchange; (iii) trading halts,
suspensions or other restrictions imposed with respect to particular classes or
series of options or underlying securities; (iv) inadequacy of the facilities
of an exchange or the clearing corporation to handle trading volume; and (v) a
decision by one or more exchanges to discontinue the trading of options or
impose restrictions on orders.

Each exchange has established limitations governing the maximum number of
call options, whether or not covered, which may be written by a single investor
acting alone or in concert with others (regardless of whether such options are
written on the same or different exchanges or are held or written on one or
more accounts or through one or more brokers). An exchange may order the
liquidation of positions found to be in violation of these limits and it may
impose other sanctions or restrictions.

Risks of Options on Indices. Because the value of an index option depends
upon movements in the level of the index rather than movements in the price of
a particular security, whether the Fund will realize a gain or loss on the
purchase or sale of an option on an index depends upon movements in the level
of prices in the market generally or in an industry or market segment rather
than upon movements in the price of an individual security. Accordingly,
successful use by the Fund of options on indices will be subject to the
Adviser's ability to predict correctly movements in the direction of the market
generally or in the direction of a particular industry. This requires different
skills and techniques than predicting changes in the prices of individual
securities.

Index prices may be distorted if trading of certain securities included in
the index is interrupted. Trading in index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number
of securities included in the index. If this occurred, the Fund would not be
able to close out options which it had written or purchased and, if
restrictions on exercise were imposed, might be unable to exercise an option it
purchased, which would result in substantial losses to the Fund. However, it is
the Trust's policy to write or purchase options only on indices which include a
sufficient number of securities so that the likelihood of a trading halt in the
index is minimized.

Because the exercise of an index option is settled in cash, an index call
writer cannot determine the amount of its settlement obligation in advance and,
unlike call writing on portfolio securities, cannot provide in advance for its
potential settlement obligation by holding the underlying securities.
Consequently, the Fund will write call options on indices only subject to the
limitations described above.

Price movements in securities in the Fund's portfolio will not correlate
perfectly with movements in the level of the index and, therefore, the Fund
bears the risk that the price of the securities held by the Fund may not
increase as much as the level of the index. In this event, the Fund would bear
a loss on the call which would not be completely offset by movements in the
prices of the Fund's portfolio securities. It is also possible that the index
may rise when the value of the Fund's portfolio securities does not. If this
occurred, the Fund would experience a loss on the call which would not be
offset by an increase in the value of its portfolio and might also experience a
loss in the market value of portfolio securities.

Unless the Fund has other liquid assets which are sufficient to satisfy
the exercise of a call on an index, the Fund will be required to liquidate
portfolio securities in order to satisfy the exercise. Because an exercise must
be settled within hours after receiving the notice of exercise, if the Fund
fails to anticipate an exercise, to the extent permissible, it may have to
borrow from a bank pending settlement of the sale of securities in its
portfolio and pay interest on such borrowing.

When the Fund has written a call on an index, there is also a risk that
the market may decline between the time the Fund has the call exercised against
it, at a price which is fixed as of the closing level of the index on the date
of exercise, and the time the Fund is able to sell securities in its portfolio.
As with options on portfolio securities, the Fund will not learn that a call
has been exercised until the day following the exercise date but, unlike a call
on a portfolio security where the Fund would be able to deliver the underlying
security in settlement, the Fund may have to sell part of its portfolio
securities in order to make settlement in cash, and the price of such
securities might decline before they could be sold.

If the Fund exercises a put option on an index which it has purchased
before final determination of the closing index value for that day, it runs the
risk that the level of the underlying index may change before closing. If this
change causes the exercised option to fall "out-of-the-money" the Fund will be
required to pay the difference between the closing index value and the exercise
price of the option (multiplied by the applicable multiplier) to the assigned
writer. Although the Fund may be able to minimize this risk by withholding
exercise instructions until just before the daily cutoff time or by selling
rather than exercising an option when the index level is close to the exercise
price, it may not be possible to eliminate this risk entirely because the
cutoff times for index options may be earlier than those fixed for other types
of options and may occur before definitive closing index values are announced.

Financial Futures Contracts and Related Options. Each Fund may enter into
financial futures contracts and the Phoenix-Oakhurst Growth & Income Fund may
also invest in related options. Financial Futures and related options may be
used to hedge against changes in the market value of a Fund's portfolio
securities or securities which a Fund intends to purchase. Hedging is
accomplished when an investor takes a position in the futures market opposite
to his cash market position. There are two types of hedges--long (or buying)
and short (or selling) hedges. Historically, prices in the futures market have
tended to move in concert with cash market

4
<PAGE>

prices, and prices in the futures market have maintained a fairly predictable
relationship to prices in the cash market. Thus, a decline in the market value
of securities in the Fund's portfolio may be protected against to a
considerable extent by gains realized on futures contracts sales. Similarly, it
is possible to protect against an increase in the market price of securities
which the Fund 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. Financial futures contracts
consist of interest rate futures contracts and securities index futures
contracts. A public market presently exists in interest rate futures contracts
covering long-term U.S. Treasury bonds, U.S. Treasury notes, three-month U.S.
Treasury bills and GNMA certificates. Securities index futures contracts are
currently traded with respect to the Standard & Poor's 500 Composite Stock
Price Index and such other broad-based stock market indices as the New York
Stock Exchange Composite Stock Index and the Value Line Composite Stock Price
Index. A clearing corporation associated with the exchange or board of trade on
which a financial futures contract trades assumes responsibility for the
completion of transactions and also guarantees that open futures contracts will
be performed.

In contrast to the situation when a Fund purchases or sells a security, no
security is delivered or received by the Fund upon the purchase or sale of a
financial futures contract. Initially, the Fund will be required to deposit in
a pledged account with its custodian bank any asset, including equity
securities and non-investment grade debt so long as the asset is liquid,
unencumbered and marked to market daily. This amount is known as initial margin
and is in the nature of a performance bond or good faith deposit on the
contract. The current initial margin deposit required per contract is
approximately 5% of the contract amount. Brokers may establish deposit
requirements higher than this minimum. Subsequent payments, called variation
margin, will be made to and from the account on a daily basis as the price of
the futures contract fluctuates. This process is known as marking to market.

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

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

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

Limitations on Futures Contracts and Related Options. Each Fund may enter
into futures contracts and the Phoenix-Oakhurst Growth & Income Fund may also
enter into options on futures contracts, provided that such obligations
represent no more than 20% of the Fund's net assets. Under the Commodity
Exchange Act, a Fund may enter into futures and options transactions for
hedging purposes without regard to the percentage of assets committed to
initial margin and option premiums and for other than hedging purposes provided
that assets committed to initial margin and option premiums do not exceed 5% of
the Fund's net assets. To the extent required by law, each Fund will set aside
cash and appropriate liquid assets in a pledged account to cover its
obligations related to futures contracts and options.

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

Risks Relating to Futures Contracts and Related Options. Positions in
futures contracts and related options may be closed out only on an exchange
which provides a secondary market for such contracts or options. Each Fund will
enter into an option or futures position only if there appears to be a liquid
secondary market. However, there can be no assurance that a liquid secondary
market will exist for any particular option or futures contract at any specific
time. Thus, it may not be possible to close out a futures or related option
position. In the case of a futures position, in the event of adverse price
movements each Fund would continue to be required to make daily margin
payments. In this situation, if each Fund has insufficient cash to meet daily
margin requirements it may have to sell portfolio securities at a time when it
may be disadvantageous to do so. In addition, each 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 portfolio effectively.

There are several risks in connection with the use of futures contracts as
a hedging device. While hedging can provide protection against an adverse
movement in market prices, it can also preclude a hedger's opportunity to
benefit from a favorable market

5
<PAGE>

movement. In addition, investing in futures contracts and options on futures
contracts will cause the Fund to incur additional brokerage commissions and may
cause an increase in the Fund's portfolio turnover rate.

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

Utilization of futures contracts by a Fund involves the risk of imperfect
correlation in movements in the price of futures contracts and movements in the
price of the securities which are being hedged. If the price of the futures
contract moves more or less than the price of the securities being hedged, the
Fund will experience a gain or loss which will not be completely offset by
movements in the price of the securities. It is possible that, where the Fund
has sold futures contracts to hedge its portfolio against decline in the
market, the market may advance and the value of securities held in the Fund's
portfolio may decline. If this occurred, the Fund would lose money on the
futures contract and would also experience a decline in value in its portfolio
securities. Where futures are purchased to hedge against a possible increase in
the prices of securities before 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 also elect to close out their contracts through off-setting
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 rather than
to engage in closing transactions due to the resultant reduction in the
liquidity of the futures market. In addition, due to the fact that, from the
point of view of speculators, the deposit requirements in the futures markets
are less onerous than margin requirements in the cash market, increased
participation by speculators in the futures market could cause temporary price
distortions. Due to the possibility of price distortions in the futures market
and because of the imperfect correlation between movements in the prices of
securities and movements in the prices of futures contracts, a correct forecast
of market trends may still not result in a successful hedging transaction.

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

Leverage. Each Fund may borrow for temporary, extraordinary or emergency
purposes. Each Fund will borrow only from banks, and only if immediately after
such borrowing the value of the assets of the Fund (including the amount
borrowed) less its liabilities (not including any borrowings) is at least three
times the amount of funds borrowed. The effect of this provision is to permit
the Fund to borrow up to 331/3% of the total assets (not including any
borrowings) of the Fund. If, due to market fluctuations or other reasons, the
value of the Fund's assets computed as provided above becomes at any time less
than three times the amount of the borrowings, the Fund, within three business
days, is required to reduce bank debt to the extent necessary to meet the
required 300% asset coverage.

Interest on money borrowed will be an expense of the Fund with respect to
which the borrowing has been made. Because such expense would not otherwise be
incurred, the net investment income of the Fund is not expected to be as high
as it otherwise would be during periods when borrowings for investment purposes
are substantial. Bank borrowings must be obtained on an unsecured basis. Any
such borrowing must also be made subject to an agreement by the lender that any
recourse is limited to the assets of the Fund with respect to which the
borrowing has been made.

Foreign Securities. Each Fund may purchase foreign securities, including
those issued by foreign branches of U.S. banks. In any event, such investments
in foreign securities will be limited to 10% of the total assets of the
Phoenix-Duff & Phelps Core Equity Fund. The Phoenix-Oakhurst Growth & Income
Fund will not invest more than 20% of its total assets in foreign securities;
however, under normal circumstances, no more than 10% of its total assets will
be invested in foreign securities. Investments in foreign securities,
particularly those of non-governmental issuers, involve considerations which
are not ordinarily associated with investing in domestic issues. These
considerations include changes in currency rates, currency exchange control
regulations, the possibility of expropriation, the unavailability of financial
information, the difficulty of interpreting financial information prepared
under foreign securities markets, the impact of political, social or diplomatic
developments, difficulties in invoking legal process abroad and the difficulty
of assessing economic trends in foreign countries.

Investing in the securities of foreign companies involves special risks
and considerations not typically associated with investing in U.S. companies.
These include differences in accounting, auditing and financial reporting
standards, generally higher commission rates on foreign portfolio transactions,
differences and inefficiencies in transaction settlement systems, the
possibility

6
<PAGE>

of expropriation or confiscatory taxation, adverse changes in investment or
exchange control regulations, political instability which could affect U.S.
investment or exchange control regulations, political instability which could
affect U.S. investments in foreign countries, and potential restrictions on the
flow of international capital. Additionally, dividends payable on foreign
securities may be subject to foreign taxes withheld prior to distribution.
Foreign securities often trade with less frequency and volume than domestic
securities and therefore may exhibit greater price volatility, and changes in
foreign exchange rates will affect the value of those securities which are
denominated or quoted in currencies other than the U.S. dollar. Exchange rates
are determined by forces of supply and demand in the foreign exchange markets,
and these forces are in turn affected by a range of economic, political,
financial, governmental and other factors. Exchange rate fluctuations can
affect the Fund's net asset value and dividends either positively or negatively
depending upon whether foreign currencies are appreciating or depreciating in
value relative to the U.S. dollar. Exchange rates fluctuate over both the short
and long term.

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

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

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

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

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

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

Although the Funds may buy securities of foreign issuers in foreign
markets, most of their foreign securities investments are made by purchasing
American Depositary Receipts (ADRs), "ordinary shares," or "New York Shares."
The Funds may invest in foreign-currency-denominated securities that trade in
foreign markets if the Adviser believes that such investments will be
advantageous to the Funds.

ADRs are dollar-denominated receipts representing interests in the
securities of a foreign issuer. They are issued by U.S. banks and traded on
exchanges or over the counter in the United States. Ordinary shares are shares
of foreign issuers that are traded abroad and on a U.S. exchange. New York
shares are shares that a foreign issuer has allocated for trading in the United
States. ADRs, ordinary shares, and New York shares all may be purchased with
and sold for U.S. dollars, which protects the Fund from the foreign settlement
risks described below.

7
<PAGE>

Lending Portfolio Securities. In order to increase its return on
investments, each Fund may make loans of its portfolio securities, as long as
the market value of the loaned securities does not exceed one-third of the
value of the Fund's total assets. Loans of portfolio securities will always be
fully collateralized by cash or securities issued or guaranteed by the U.S.
Government and marked to market daily, at no less than 100% of the market value
of the loaned securities (as marked to market daily) and made only to borrowers
considered by the Adviser to be creditworthy. Lending portfolio securities
involves a risk of delay in the recovery of the loaned securities and possibly
the loss of the collateral if the borrower fails financially.

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

Each Fund does not intend to enter into such forward contracts if it would
have more than 5% of the value of its net assets committed to the initial
margin and option premiums on such contracts on a regular or continuous basis.
A Fund will not enter into such forward contracts or maintain a net exposure in
such contracts where it would be obligated to deliver an amount of foreign
currency in excess of the value of its portfolio securities and other assets
denominated in that currency. The Adviser believes that it is important to have
the flexibility to enter into such forward contracts when it determines that to
do so is in the best interests of the Fund. The Funds' custodian bank will
pledge any asset, including equity securities and non-investment grade debt so
long as the asset is liquid, unencumbered and marked to market daily, in an
amount not less than the value of the 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 pledged declines, additional cash or
securities will be added so that the pledged amount is not less than the amount
of the Fund's commitments with respect to such contracts. Generally, the Fund
does not enter into forward contracts with a term longer than one year.

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

A call rises in value if the underlying currency appreciates. Conversely,
a put rises in value if the underlying currency depreciates. While purchasing a
foreign currency option can protect the Fund against an adverse movement in the
value of a foreign currency, it does not limit the gain which might result from
a favorable movement in the value of such currency. For example, if a Fund were
holding securities denominated in an appreciating foreign currency and had
purchased a foreign currency put to hedge against a decline in the value of the
currency, it would not have to exercise its put. Similarly, if the 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.

Each Fund may enter into futures contracts and the Growth and Income Fund
may also engage in options or options on futures contracts, provided that such
obligations represent no more than 20% of a Fund's net assets. Under the
Commodity Exchange Act, a Fund may enter into futures and options transactions
for hedging purposes without regard to the percentage of assets committed to
initial margin and option premiums and for other than hedging purposes provided
that assets committed to initial margin and option premiums do not exceed 5% of
a Fund's net assets. To the extent required by law, the Funds will set aside
cash and appropriate liquid assets in a pledged account to cover its
obligations related to futures contracts and options.

Derivative Investments. In order to hedge various portfolio positions,
including to hedge against price movements in markets in which the Funds
anticipate increasing their exposure, the Funds may invest in certain
instruments which may be characterized as derivative investments. These
investments include various types of interest rate transactions, options and
futures. Such investments also

8
<PAGE>

may consist of indexed securities. Other of such investments have no express
quantitative limitations, although they may be made solely for hedging
purposes, not for speculation, and may in some cases be limited as to the type
of counter-party permitted. Interest rate transactions involve the risk of an
imperfect correlation between the index used in the hedging transactions and
that pertaining to the securities which are the subject of such transactions.
Similarly, utilization of options and futures transactions involves the risk of
imperfect correlation in movements in the price of options and futures and
movements in the price of the securities or interest rates which are the
subject of the hedge. Investments in indexed securities, including inverse
securities, subject the Funds to the risks associated with changes in the
particular indices, which may include reduced or eliminated interest payments
and losses of invested principal.

Illiquid Securities

Each Fund may invest up to 5% of its net assets in securities that are not
liquid. The Funds consider investments that the adviser is not likely to be
able to sell within seven days as not liquid. These securities can include
repurchase agreements with maturities of more than seven days and private
placements. Repurchase agreements are contracts under which the fund will buy
securities and simultaneously agree to resell them at a later date for an
agreed, higher price. Private placements are securities that are not sold to
investors through a public offering but instead are sold in direct, private
transactions. Illiquid securities may have a lower value than comparable
securities that have active markets for resale, and they can lose their value
more quickly under unfavorable conditions.

Investment Companies

The fund may invest up to 10% of its assets in money market mutual funds.
The fund may invest in money market mutual funds advised by the fund's adviser
or other advisers controlled by the same persons who control the fund's
adviser. Assets invested in other investment companies and mutual funds will
incur fees similar to the investment management, custodial and other fees that
this fund charges. You will in effect incur a second set of fees on these fund
investments.

Standard & Poor's Depositary Receipts

The Phoenix-Oakhurst Growth & Income Fund may invest up to 5% of its
assets in a special investment company issuing Standard & Poor's Depositary
Receipts ("SPDRs). Each SPDR represents a proportionate interest, in
substantially the same weighting, as the stocks that make up the Standard &
Poor's 500 Index. The same types of events and circumstances affecting stocks
generally can affect the value of SPDRs.

Convertible Securities

The Growth & Income Fund may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the
holder to receive interest generally paid or accrued on debt or the dividend
paid on preferred stock until the convertible security matures or is redeemed,
converted or exchanged. Convertible securities have several unique investment
characteristics such as (1) higher yields than common stocks, but lower yields
than comparable nonconvertible securities, (2) a lesser degree of fluctuation
in value than the underlying stock since they have fixed income
characteristics, and (3) the potential for capital appreciation if the market
price of the underlying common stock increases. A convertible security might be
subject to redemption at the option of the issuer at a price established in the
convertible security's governing instrument. If a convertible security held by
the Fund is called for redemption, the Fund may be required to permit the
issuer to redeem the security, convert it into the underlying common stock or
sell it to a third party. The Fund will invest in convertible securities rated
in the four highest categories which are commonly called "investment grade"
securities. The Fund may, but is not required to, dispose of convertible
securities whose rating falls below investment grade. A detailed listing of
rating categories is in the Appendix to the Statement of Additional
Information.

Short-Term Instruments

For liquidity purposes, each Fund may invest in high-quality money market
instruments with remaining maturities of one year or less. Such instruments may
include U.S. Government securities, Certificates of Deposit, Commercial Paper
and Bankers Acceptances. Each Fund may also invest in repurchase agreements
with maturities of seven days or less to generate income from its excess cash
balances. Each Fund may invest up to 5% of its net assets in repurchase
agreements having maturities of more than seven days (together with any other
illiquid securities held). Securities acquired through repurchase agreements
will be limited to U.S. Government securities and are subject to resale to the
seller at an agreed upon price and date (normally the next business day). The
resale price reflects an agreed upon interest rate effective for the period the
instrument is held by the Fund and is unrelated to the interest rate on the
underlying instrument. A repurchase agreement acquired by the Fund will always
be fully collateralized by the underlying instrument, which will be marked to
market every business day. The underlying instrument will be held for the
Fund's account by the Funds' custodian bank until repurchased.

The use of repurchase agreements involves certain risks such as default by
or the insolvency of the other party to the repurchase agreement. Repurchase
agreements will be entered into only with commercial banks, brokers and dealers
considered by the Adviser to be creditworthy.

Each Fund may also invest up to 10% of its total assets in a money market
fund managed by either Adviser. Such investments may be subject to duplicate
fees and expenses on that portion of their assets invested in the securities of
another investment company. Such investments will be for liquidity purposes.

9
<PAGE>

PERFORMANCE INFORMATION

The Funds may, from time to time, include total return in advertisements,
sales literature or reports to shareholders or prospective investors.
Performance information in advertisements and sales literature may be expressed
as yield of a class or Fund and as 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 either Class A, Class B or
Class C Shares of a Fund over periods of 1, 5 and 10 years or up to the life of
the class of shares 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 and C 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 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, Investor's 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"), Russell 1000 Value Index, Russell 2000 Value Index, Dow
Jones Industrial Average, Europe Australia Far East Index (EAFE), Consumer's
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, each Fund may
separate its cumulative and average annual returns into income and capital
gains components.

Phoenix-Duff & Phelps Core Equity Fund's average annual total return for
the one year period ended August 31, 1999 and since inception September 25,
1997 through August 31, 1999 for Class A Shares was 20.13% and 9.42%, for Class
B Shares was 21.32% and 9.55% and for Class C Shares was 25.13% and 11.40%.
Phoenix-Oakhurst Growth & Income Fund's average annual total return for the one
year period ended August 31, 1999 and since inception September 25, 1997
through August 31, 1999 for Class A Shares was 34.03% and 19.55%, for Class B
Shares was 35.88% and 20.00% and for Class C Shares was 39.58% and 21.65%.
Performance information reflects only the performance of a hypothetical
investment in each class during the particular time period on which the
calculations are based. Performance information should be considered in light
of each Fund's investment objectives and policies, characteristics and quality
of the portfolio, and the market condition during the given time period, and
should not be considered as a representation of what may be achieved in the
future.

The Funds may also compute aggregate cumulative total return for specified
periods based on a hypothetical Class A, Class B or Class C account with an
assumed initial investment of $10,000. The aggregate total return is determined
by dividing the net asset value of this account at the end of the specified
period by the value of the initial investment and is expressed as a percentage.
Calculation of aggregate total return reflects payment of the Class A Shares'
maximum sales charge of 4.75% and assumes reinvestment of all income dividends
and capital gain distributions during the period.

The Funds also may quote annual, average annual and annualized total
return and aggregate total return performance data, for each class of shares of
the Funds, 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 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

10
<PAGE>

brokerage commissions which in 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 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 Funds. 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 Funds and shareholders.

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

The Funds have 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 Funds. 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 Funds' participation in the transaction. If the
aggregated order is filled in its entirety, it shall be allocated among the
Adviser's accounts in accordance with the allocation order, and if the order is
partially filled, it shall be allocated pro rata based on the allocation order.
Notwithstanding the foregoing, the order may be allocated on a basis different
from that specified in the allocation order if all accounts of the Adviser
whose orders are allocated receive fair and equitable treatment and the reason
for such different allocation is explained in writing and is approved in
writing by the Adviser's compliance officer as soon as practicable after the
opening of the markets on the trading day following the day on which the order
is executed. If an aggregated order is partially filled and allocated on a
basis different from that specified in the allocation order, no account that is
benefited by such different allocation may intentionally and knowingly effect
any purchase or sale for a reasonable period following the execution of the
aggregated order that would result in it receiving or selling more shares than
the amount of shares it would have received or sold had the aggregated order
been completely filled. The Trustees will annually review these procedures or
as frequently as shall appear appropriate.

During the fiscal year ended August 31, 1998 and 1999, brokerage
commissions paid by the Funds totaled $226,526 and $647,961. In the fiscal year
ended August 31, 1999, no commissions were paid to the distributor for
portfolio transactions. Brokerage commissions of $398,316 were paid on
portfolio transactions aggregating $270,079,014 and executed by brokers who
provided research and other statistical and factual information.

11
<PAGE>

THE INVESTMENT ADVISERS

The offices of Phoenix Investment Counsel, Inc., ("PIC") are located at 56
Prospect Street, Hartford, Connecticut 06115-0480. PIC was organized in 1932 as
John P. Chase, Inc. The offices of Duff & Phelps Investment Management Co.,
Inc. ("DPIM") are located at 55 East Monroe Street, Suite 3600, Chicago,
Illinois 60603. All of the outstanding stock of PIC is owned by Phoenix Equity
Planning Corporation ("Equity Planning"), and is a subsidiary of Phoenix
Investment Partners, Ltd. DPIM is also a subsidiary of Phoenix Investment
Partners, Ltd. A majority of the outstanding shares of Phoenix Investment
Partners, Ltd. are owned by PM Holdings, Inc. ("Holdings"), a wholly-owned
subsidiary of Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life")
of Hartford, Connecticut. Phoenix Home Life is in the business of writing
ordinary and group life and health insurance and annuities. Equity Planning, a
mutual fund distributor, acts as the national distributor of the Trust's shares
and as Financial Agent of the Trust. The principal office of Phoenix Home Life
is located at One American Row, Hartford, Connecticut, 06115. The principal
office of Equity Planning is located at 100 Bright Meadow Boulevard, Enfield,
Connecticut, 06082.

Phoenix Investment Partners, Ltd. is a publicly-traded, independent
registered advisory firm and has served investors for over 70 years. It manages
approximately $58 billion in assets (as of September 30, 1999) 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 and Cleveland; Roger Engemann & Associates, Inc.
(Engemann) in Pasadena; Seneca Capital Management LLC (Seneca) in San
Francisco; and Phoenix Investment Counsel, Inc. (Goodwin, Hollister and
Oakhurst divisions) in Hartford, Sarasota, and Scotts Valley, CA, respectively.

Philip R. McLoughlin, a director and officer of the Trust, is also a
director of PIC. Michael E. Haylon, an officer of the Trust, is also a director
and officer of PIC. Jeffrey Bohne, Steven L. Colton, Robert S. Driessen,
William R. Moyer and Diane L. Mustain, officers of the Trust, are officers of
PIC.

The Advisers provide certain services and facilities required to carry on
the day-to-day operations of the Funds (for which each receives management
fees) other than the costs of printing and mailing proxy materials, reports and
notices to shareholders; legal, auditing and accounting services; regulatory
filing fees and expenses of printing the Funds' registration statement (but the
Distributor purchases such copies of the Funds' prospectuses and reports and
communications to shareholders as it may require for sales purposes); insurance
expense; association membership dues; brokerage fees; and taxes.

All costs and expenses (other than those specifically referred to as being
borne by the Advisers) incurred in the operation of the Funds are borne by the
Funds. Each Fund pays expenses incurred in its own operation and also pays a
portion of the Trust's general administration expenses allocated on the basis
of the asset size of the respective Fund, except where an allocation using an
alternative method can be more fairly made. Such expenses include, but shall
not be limited to, all expenses incurred in the operation of the Funds and any
public offering of its shares, including, among others, interest, taxes,
brokerage fees and commissions, fees of Trustees who are not employees of the
Advisers or any of their 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 Equity Planning under its agreement with the Funds), 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 Trust 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.

The investment advisory agreements provide that the Advisers shall not be
liable to the Funds or to 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 investment
advisory agreements relate, except a loss resulting from willful misfeasance,
bad faith, gross negligence or reckless disregard on the part of the Advisers
in the performance of their duties thereunder.

As full compensation for the services and facilities furnished to the
Funds, the Advisers are entitled to a fee, payable monthly, as described in the
prospectus. Total management fees for the fiscal year ended August 31, 1998 and
1999 amounted to $483,988 and $2,297,140. There is no assurance that the Funds
will reach net asset levels high enough to realize reductions in the rates of
the advisory fees. Any reduction in the rate of the advisory fee on each Fund
will be in proportion to the averages of the aggregate daily net asset values
for each class of shares for the period for which the fee had been paid.

The advisory agreements continue in force from year to year for each Fund,
provided that, with respect to each Fund, the agreement must be approved at
least annually by the Trustees or by vote of a majority of the outstanding
voting securities of each Fund. In addition, and in either event, the terms of
the agreement and any renewal thereof must be 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 any
such party, cast in person at a meeting called for the purpose of voting on
such approval. The agreements will terminate automatically if assigned and may
be terminated at any time, without payment of any penalty, either by the Trust
or by the Adviser, on sixty (60) days written notice.

12
<PAGE>

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 Distributor, or pursuant to the
Systematic Exchange privilege or for an individual retirement account (IRA). In
addition, there are no subsequent investment minimum amounts in connection with
the reinvestment of dividend or capital gain distributions. Completed
applications for the purchase of shares should be mailed to: Phoenix Funds, c/o
State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301.

The Funds have authorized one or more brokers to accept on their behalf
purchase and redemption orders. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Funds' behalf.
The Funds 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.

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 Distributor
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 the Trust,
the accumulated continuing distribution plan fees and contingent deferred sales
charges on Class B or C Shares would be less than the initial sales charge and
accumulated distribution plan fees 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 plan 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 an ongoing distribution services fee at an annual rate
of up to 0.25% of the Fund's 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.

13
<PAGE>

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 an ongoing distribution services fee at an
annual rate of up to 1.00% of the Fund's 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 plan 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, in the circumstances and subject to the qualifications described in
the Funds' Prospectus. 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 plan 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, Shares purchased through the
reinvestment of dividends and distributions paid in respect of Class B Shares
in a shareholder's Trust account will be considered to be held in a separate
sub-account. Each time any Class B Shares in the shareholder's Trust account
(other than those in the sub-account) convert to Class A, an equal pro rata
portion of the Class B Share dividends in the sub-account will also convert to
Class A Shares.

Class C Shares

Class C Shares are purchased without an initial sales charge but are
subject to a deferred sales charge if redeemed within one year of purchase. The
deferred sales charge may be waived in connection with certain qualifying
redemptions. Shares issued in conjunction with the automatic reinvestment of
income distributions and capital gain distributions are not subject to any
sales charges. Class C Shares are subject to an ongoing distribution services
fee of up to 1.00% of the Funds' aggregate average daily net assets
attributable to Class C Shares.

Class A Shares -- Reduced Initial Sales Charges

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

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

14
<PAGE>

plans and deferred compensation plans and trusts used to fund those plans
(including, for example, plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and "rabbi trusts" that buy shares
for their own accounts, in each case if those purchases are made through a
broker or agent or other financial intermediary that has made special
arrangements with the Distributor for such purchases; (19) 401(k) participants
in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at least $3
million in assets or 500 or more eligible employees; (20) clients of investment
advisors or financial planners who buy shares for their own accounts but only
if their accounts are linked to a master account of their investment advisor or
financial planner on the books and records of the broker, agent or financial
intermediary with which the Distributor has made such special arrangements
(each of the investors described in (17) through (20) may be charged a fee by
the broker, agent or financial intermediary for purchasing shares).

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

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

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

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

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

Class B and C 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

15
<PAGE>

from an established Affiliated Phoenix Fund qualified plan into an Affiliated
Phoenix Fund IRA by participants terminating from the qualified plan; and (h)
based on the systematic withdrawal program. If, as described in condition (a)
above, an account is transferred to an account registered in the name of a
deceased's estate, the CDSC will be waived on any redemption from the estate
account occurring within one year of the death. If the Class B Shares are not
redeemed within one year of the death, they will remain subject to the
applicable CDSC.

Conversion Features--Class B Shares

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

INVESTOR ACCOUNT SERVICES

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

Exchanges. Under certain circumstances, shares of any Phoenix Fund may be
exchanged for shares of the same Class of another Phoenix Fund or any other
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, Series, or Portfolio, 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. On exchanges with share classes that carry a contingent deferred sales
charge, the CDSC schedule of the original shares purchased continues to apply.
The exchange of shares is treated as a sale and purchase for federal income tax
purposes (see also "Dividends, Distributions and Taxes").

Systematic Exchanges. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same class of shares of another Affiliated Phoenix Fund automatically on a
monthly, quarterly, semi-annual or annual basis or may cancel this privilege at
any time. If you maintain an account balance of at least $5,000, or $2,000 for
tax qualified retirement benefit plans (calculated on the basis of the net
asset value of the shares held in a single account), you may direct that shares
be automatically exchanged at predetermined intervals for shares of the same
class of another Affiliated Phoenix Fund. This requirement does not apply to
Phoenix "Self Security" program participants. Systematic exchanges will be
executed upon the close of business on the 10th day of each month or the next
succeeding business day. Systematic exchange forms are available from the
Distributor. Exchanges will be based upon each Fund's net asset value per share
next computed after the close of business on the 10th day of each month (or
next succeeding business day), without sales charge. On Class B and C Share
exchanges, the CDSC schedule of the original shares purchased continues to
apply.

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 Phoenix Fund or any other Affiliated Phoenix Fund 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).

16
<PAGE>

The shareholder's bank, which must be an ACH member, will in turn forward the
monies to Equity Planning for credit to the shareholder's account. ACH is a
computer based clearing and settlement operation established for the exchange
of electronic transactions among participating depository institutions.

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

Systematic Withdrawal Program

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

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

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

HOW TO REDEEM SHARES

Under the 1940 Act, payment for shares redeemed must ordinarily be made
within seven days after tender. The right to redeem shares may be suspended and
payment therefor postponed during periods when the New York Stock Exchange is
closed, other than customary weekend and holiday closings, or if permitted by
rules of the Securities and Exchange Commission, during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for the Fund 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. See the
Funds' current Prospectus for further information. Redemptions by Class B and C
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 30-day period the shareholder has the right to
add to the account to bring its value to $200 or more.

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

17
<PAGE>

the possession of the shareholder, they must be mailed or presented, duly
endorsed in the full name of the account, with a written request to Equity
Planning that the Trust redeem the shares. See the Funds' current Prospectus
for more information.

Telephone Redemptions

Shareholders 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 Funds may make
payment of the redemption price either in cash or in kind. However, the Funds
have 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 selling 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund is treated as a separate entity for federal income tax purposes.
Each Fund intends to elect to be treated as a regulated investment company
("RIC") and qualify annually as such under certain provisions of the Internal
Revenue Code (the "Code"). Under such provisions, each Fund 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, each Fund 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 other disposition of securities. If in any taxable year each Fund does not
qualify as a regulated investment company, all of its taxable income will be
taxed 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 the Fund's net ordinary income, with certain
adjustments, for such calendar year, plus 98% of each Fund' 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 calendar 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 each Fund to
shareholders of record in October, November and December of any year will be
deemed to have been received by, and will be taxable to shareholders as of
December 31 of such year, provided that the dividend is actually paid by each
Fund before February 1, of the following year.

The Funds' policy is to distribute to its shareholders substantially all
investment company taxable income as defined in the Code and any net realized
capital gains for each year and consistent therewith to meet the distribution
requirements of Part I of subchapter M of the Code. The Funds intend to meet
the other requirements of Part I of subchapter M, including the requirements
with respect to diversification of assets and sources of income, so that the
Funds will pay no taxes on net investment income and net realized capital gains
distributed to shareholders.

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 from the tax basis of the
shares disposed of all or a portion of the sales charge incurred in 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 for the new shares.

Distributions by the Funds reduce the net asset value of the Funds'
shares. Should a distribution reduce the net asset value of a share below a
shareholder's cost for the shares, 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

18
<PAGE>

capital. In particular, investors should be careful to consider the tax
implications of buying shares just prior to a distribution by a Fund. 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.

Transactions in options on stock indices 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, with 40% of any resulting
gain or loss treated as short-term and 60% long-term.

A high portfolio turnover rate may result in the realization of larger
amounts of short-term gains, which are taxable to shareholders as ordinary
income.

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.

The Funds will furnish shareholders, within 31 days after the end of the
calendar year, with information which is required by the Internal Revenue
Service for preparing income tax returns. Investors are urged to consult their
attorney or tax adviser regarding specific questions as to federal, foreign,
state or local taxes.

TAX SHELTERED RETIREMENT PLANS

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

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

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

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

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

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

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

THE DISTRIBUTOR

Pursuant to an Underwriting Agreement with the Funds, Phoenix Equity
Planning Corporation (the "Distributor"), an indirect wholly-owned subsidiary
of Phoenix Investment Partners, Ltd. and an affiliate of DPIM, serves as
distributor for the Funds. As such, 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. The address
of the Distributor is 100 Bright Meadow Blvd., P.O. Box 2200, Enfield,
Connecticut 06083-2200.

For the fiscal year ended August 31, 1998 and 1999, purchasers of shares
of the Funds paid aggregate sales charges of $785,324 and $1,321,953, of which
the Distributor received net commissions of $116,299 and $309,164 for its
services, the balance being paid to dealers. For the fiscal year ended August
31, 1999, the distributor received net commissions of $127,483 on Class A
Shares and deferred sales charges of $181,681 for Class B and Class C Shares.

19
<PAGE>

The Underwriting Agreement may be terminated at any time on 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 Funds, or by
vote of a majority of the Funds' Trustees who are not "interested persons" of
the Funds and who have no direct or indirect financial interest in the
operation of the Distribution Plan 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 set forth below.

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

In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares and a sales commission of 1% of the sale price of
Class C Shares sold by such dealers. This sales commission will not be paid to
dealers for sales of Class B or Class C Shares purchased by 401(k) participants
of the Merrill Lynch Daily K Plan due to a 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 Funds 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 Funds 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 sales contests, 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
resources, the Distributor intends to pay the following additional compensation
to Merrill Lynch, Pierce, Fenner & Smith, Incorporated: 0.25% on sales of Class
A and B Shares, 0.10% on sales of Class C Shares, 0.10% on sales of Class A
Shares sold at net asset value, and 0.10% annually on the average daily net
asset value of fund shares on which Merrill Lynch is broker of record and which
such shares exceed the amount of assets on which Merrill Lynch is broker of
record as of July 1, 1999. Any dealer who receives more than 90% of a sales
charge may be deemed to be an "underwriter" under the Securities Act of 1933.
Equity Planning reserves the right to discontinue or alter such fee payment
plans at any time.

Administrative Services

Equity Planning also acts as administrative agent of the Funds and as such
performs administrative, bookkeeping and pricing functions for the Funds. For
its services, 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, plus (2) the documented cost to Equity Planning to provide
financial reporting and tax services and to oversee the subagent's performance.
The current fee schedule of PFPC, Inc. is based upon the average of the
aggregate daily net asset values of the Funds, at the following incremental
annual rates.

<TABLE>
<S> <C>
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%
</TABLE>

20
<PAGE>

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 administrative 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 administrative agent on the basis of the
relative net assets of each fund. As a result, the PFPC, Inc. charges to the
Fund 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 Fund's fiscal year ended August 31, 1999, Equity Planning received
$285,310.

DISTRIBUTION PLANS

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

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

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

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

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

For the fiscal year ended August 31, 1998 the Funds paid Rule 12b-1 Fees
in the amount of $1,670,086 of which the Distributor received $1,233,624, W.S.
Griffith & Co., an affiliate, received $62,357 and unaffiliated broker-dealers
received $374,105. The Rule 12b-1 payments were used for (1) compensation to
dealers, $2,987,979; (2) compensation to sales personnel, $1,897,861; (3)
advertising, $1,177,083; (4) service costs, $106,504; (5) printing and mailing
of prospectuses to other than current shareholders, $36,804; and (6) other,
$367,886. The Distributor's expenses from selling and servicing Class B Shares
may be more than the payments received from contingent deferred sales charges
collected on redeemed shares and from the Fund under the Class B Plan. Those
expenses may be carried over and paid in future years. At August 31, 1999, the
end of the last Plan year, the Distributor had incurred unreimbursed expenses
under the Class B Plan of $3,901,727 (equal to 0.91% of the Fund's net assets)
which have been carried over into the present Class B Plan year.

The fee received by the Distributor under the early years of the Plans is
not likely to reimburse the Distributor for the total distribution expenses it
will actually incur as a result of the Funds having fewer assets and the
Distributor incurring greater

21
<PAGE>

promotional expenses during the start-up phase. If the Plans are terminated in
accordance with their terms, the obligations of the Funds to make payments to
the Distributor pursuant to the Plans will cease and the Funds will not be
required to make any payments past the date on which each Plan terminates.

On a quarterly basis, the Funds' 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 Funds' Trustees
and by a majority of the Trustees who are not "interested persons" (as defined
in the 1940 Act) and who have no direct or indirect financial interest in the
operation of the Plans or any related agreements (the "Plan Trustees"). The
Plans provide that they may not be amended to increase materially the costs
which the Funds may bear pursuant to the Plans without approval of the
shareholders of the Funds and that other material amendments to the Plans must
be approved by a majority of the Plan Trustees by vote cast in person at a
meeting called for the purpose of considering such amendments. The Plans
further provides that while it is 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 Funds. The Trustees have concluded that there is a
reasonable likelihood that the Plans will benefit the Fund and all classes of
shareholders.

The National Association of Securities Dealers (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
amend the Plans.

MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for the overall supervision of
the operations of the Trust and perform the various duties imposed on Trustees
by the 1940 Act and Massachusetts business trust law.

Trustees and Officers

The Trustees and Officers of the Trust and their business affiliations for
the past five years are set forth below and, unless otherwise noted, the
address of each executive officer and Trustee is 56 Prospect Street, Hartford,
Connecticut, 06115-0480.

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Trust During the Past 5 Years
- --------------------- -------------- -----------------------
<S> <C> <C>
Robert Chesek (65) Trustee Trustee/Director, Phoenix Funds (1981-present), Phoenix-
49 Old Post Road Aberdeen Series Fund and Phoenix Duff & Phelps
Wethersfield, CT 06109 Institutional Mutual Funds (1996-present). Director (1981-
1994) and Chairman (1992-1994), Phoenix Investment
Counsel, Inc. Vice President, Common Stock (1991-1994),
Phoenix Home Life Mutual Insurance Company.

E. Virgil Conway (70) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York,
Bronxville, NY 10708 Inc. (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), Harlem
Youth Development Foundation (1987-present), Accuhealth
(1994-present), Trism, Inc. (1994-present), Realty Foundation of
New York (1972-present), New York Housing Partnership
Development Corp. (Chairman) (1981-present) and Academy of
Political Science (Vice Chairman) (1985-present). Trustee/
Director, the Phoenix Funds (1993-present), Phoenix-Aberdeen
Series Fund and Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present). Director, Duff & Phelps Utilities Tax-Free
Income Inc. and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present). 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). Member (1990-1995), Chairman (1992-
1995), Financial Accounting Standards Advisory Council.
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Trust During the Past 5 Years
- --------------------- -------------- -----------------------
<S> <C> <C>
Harry Dalzell-Payne (70) Trustee Trustee/Director, Phoenix Funds (1983-present), Phoenix-
330 East 39th Street Aberdeen Series Fund and Phoenix Duff & Phelps
Apartment 29G Institutional Mutual Funds (1996-present), Phoenix-Seneca
New York, NY 10016 Funds (1999-present). Director, Duff & Phelps Utilities Tax-
Free Income Inc. and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1995-present). Formerly a Major General of
the British Army.

*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Phoenix-
6585 Nicholas Blvd. Aberdeen Series Fund and Phoenix Duff & Phelps
Apt. 1601 Institutional Mutual Funds (1996-present). Director, Duff &
Naples, FL 33963 Phelps Utilities Income Inc. (1987-present), Duff & Phelps
Utilities Tax-Free Income Inc. (1991-present) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1993-present).
Director, The Empire District Electric Company (1984-
present). Director (1989-1997), Chairman of the Board (1993-
1997), President (1989-1993), and Chief Executive Officer
(1989-1995), Phoenix Investment Partners, Ltd.

Leroy Keith, Jr. (60) Trustee and Chairman and Chief Executive Officer, Carson Products Company
Chairman and Chief President (1995-present). Trustee/Director, Phoenix Funds (1980-present),
Executive Officer Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Carson Product Company Institutional Mutual Funds (1996-present). Director, Equifax
64 Ross Road Corporation (1991-present) and Evergreen International Fund,
Savannah, GA 30750 Inc. (1989-present). Trustee, Evergreen Liquid Trust, Evergreen
Tax Exempt Trust, Evergreen Tax Free Fund, Master Reserves
Trust and Master Reserves Tax Free Trust.

*Philip R. McLoughlin (53) Trustee Chairman (1997-present), Director (1995-present), Vice
Chairman (1995-1997) and Chief Executive Officer (1995-
present), Phoenix Investment Partners, Ltd. Executive Vice
President, Investments Company (1988-present), Phoenix
Home Life Mutual Insurance Company. Director/Trustee and
President, Phoenix Funds (1989-present), Phoenix-Aberdeen
Series Fund and Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present). Director, Duff & Phelps Utilities Tax-
Free Income Inc. and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1995-present). Trustee, Phoenix-Seneca
Funds (1999-present). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990-present), Phoenix Equity
Planning Corporation. Director, Phoenix Realty Group, Inc.
(1994-present), PXRE Corporation (Delaware) (1985-present)
and World Trust Fund (1991-present). Director and Executive
Vice President, Phoenix Life and Annuity Company (1996-
present). Director and Executive Vice President, PHL Variable
Insurance Company (1995-present). Director, Phoenix Charter
Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director, PHL
Associates, Inc. (1995-present). Director (1992-present) and
President (1992-1994), W.S. Griffith & Co., Inc.

Everett L. Morris (71) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present), Phoenix-
Colts Neck, NJ 07722 Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. (1991-present) and Duff & Phelps Utility
and Corporate Bond Trust Inc. (1993-present).
</TABLE>

23
<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 (53) Trustee Chairman, IBEX Capital Markets Inc. (formerly IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown
The Wydown Group Group (1994-present). Director, Phoenix Funds (1987-present),
IBEX Capital Markets Inc. Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
60 State Street Institutional Mutual Funds (1996-present). Director, AIB
Suite 950 Govett Funds (1991-present), Investors Financial Services
Boston, MA 02109 Corporation (1995-present), Plymouth Rubber Co. (1995-
present), Stifel Financial (1996-present), Command Systems,
Inc. (1998-present), Connecticut River Bancorp (1998-present)
and Endowment for Health (1999-present). Member, Chief
Executives Organization (1996-present). Vice Chairman,
Massachusetts Housing Partnership (1992-1999). Director,
Blue Cross and Blue Shield of New Hampshire (1994-1999).

*Calvin J. Pedersen (57) Trustee Director (1986-present), President (1993-present) and
Phoenix Investment Executive Vice President (1992-1993), Phoenix Investment
Partners, Ltd. Partners, Ltd. Director/Trustee, Phoenix Funds (1995-present),
55 East Monroe Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Suite 3600 Institutional Mutual Funds (1996-present). President and
Chicago, IL 60603 Chief Executive Officer, Duff & Phelps Utilities Tax-Free
Income Inc. (1995-present), Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present) and Duff & Phelps
Utilities Income Inc. (1994-present).

Herbert Roth, Jr. (71) Trustee Trustee/Director, the Phoenix Funds (1980-present), Phoenix-
134 Lake Street Aberdeen Series Fund and Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present). Director, Boston
Sherborn, MA 01770 Edison Company (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
and Insurance Company (1972-1998).

Richard E. Segerson (53) Trustee Managing Director, Northway Management Company (1993-
102 Valley Road present). Trustee/Director, Phoenix Funds (1993-present),
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Managing Director,
Mullin Associates (1993-1998).

Lowell P. Weicker, Jr. (68) Trustee Trustee/Director, Phoenix Funds (1995-present), Phoenix-
731 Lake Avenue Aberdeen Series Fund and Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (since 1996). Director, UST Inc.
(1995-present), Burroughs Welcome Fund (1996-present),
HPSC Inc. (1995-present), and Compuware (1996-present).
Visiting Professor, University of Virginia (1997-present).
Director, Duty Free International, Inc. (1997). Chairman,
Dresing, Lierman, Weicker (1995-1997). Governor of the State
of Connecticut (1991-1995).
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Trust During the Past 5 Years
- --------------------- -------------- -----------------------
<S> <C> <C>
Michael E. Haylon (41) Executive Director and Executive Vice President--Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Executive Vice
President President, Phoenix Funds (1995-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) and President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Senior Vice President, Securities
Investments, Phoenix Home Life Mutual Insurance Company
(1993-1995).

Steven L. Colton (40) Vice Managing Director, Value Equities, Phoenix Investment
President Counsel, Inc. (1997-present). Vice President, Phoenix Series
Fund (1997-present). Vice President and Senior Portfolio
Manager, American Century Investment Management (1987-
1997). Portfolio Manager, American Century/Benham Income
and Growth Fund (1990-1997) and American Century/Benham
Equity Growth Fund (1991-1996) and American Century/
Benham Utilities Income Fund (1993-1997).

William R. Moyer (55) Vice Executive Vice President and Chief Financial Officer (1999-
100 Bright Meadow Blvd. President present), Senior Vice President (1994-1999), Phoenix
P.O. Box 2200 Investment Partners, Ltd. Director (1998-present), Senior Vice
Enfield, CT 06083 President, Finance (1990-present), Chief Financial Officer
(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. Senior Vice President and Chief
Financial Officer, Duff & Phelps Investment Management Co.
(1996-present). Vice President, Phoenix Funds (1990-present),
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Vice President,
Investment Products Finance, Phoenix Home Life Mutual
Insurance Company (1990-1995). Senior Vice President, Chief
Financial Officer and Treasurer, W.S. Griffith & Co., Inc.
(1992-1995) and Townsend Financial Advisers, Inc. (1993-1995).

Diane L. Mustain (39) Vice Executive Vice President (1996-present), Senior Vice
President President (1995-1996) and Vice President (1993-1995), Duff
& Phelps Investment Management Co.
Leonard J. Saltiel (45) Vice Managing Director, Operations and Service (1996-present),
President Phoenix Equity Planning Corporation. Vice President, Phoenix
Funds (1994-present), Phoenix-Aberdeen Series Fund and
Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present). Senior Vice President, Phoenix Investment Partners,
Ltd. (1999-present). Vice President, Investment Operations,
Phoenix Home Life Mutual Insurance Company (1994-1995).
Various positions with Phoenix Home Life Mutual Insurance
Company (1987-1994).
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Trust During the Past 5 Years
- --------------------- -------------- -----------------------
<S> <C> <C>
Nancy G. Curtiss (47) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1995-present) and Phoenix-Aberdeen
Series Fund (1996-present). Second Vice President and
Treasurer, Fund Accounting, Phoenix Home Life Mutual
Insurance Company (1994-1995). Various positions with Phoenix
Home Life Insurance Company (1987-1994).

G. Jeffrey Bohne (52) Secretary Vice President and General Manager (1993-present), Phoenix
101 Munson Street Home Life Mutual Insurance Company. Vice President,
Greenfield, MA 01301 Transfer Agent Operations (1993-1996) and Mutual Fund
Customer Service (1996-present), Phoenix Equity Planning
Corporation. Secretary/Clerk, Phoenix Funds (1993-present),
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Vice President,
Home Life of New York Insurance Company (1984-1992).
</TABLE>

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

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

For services rendered to the Fund for the fiscal year ended August 31, 1999,
the Trustees received aggregate remuneration of $31,475.

For services on the Boards of Directors/Trustees of the Phoenix Funds,
each Trustee who is not a full-time employee of the Advisers 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 a 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
Fund 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. Trustee costs are allocated equally to
each of the Series and Funds within the Fund complex. 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 by the Adviser and receive no compensation from the Fund.

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

<TABLE>
<CAPTION>
Total
Compensation
Pension or From Fund and
Aggregate Retirement Benefits Estimated Fund Complex
Compensation Accrued as Part Annual Benefits (14 Funds)
Name From Fund of Fund Expenses Upon Retirement Paid to Trustees
- ------------------------ -------------- --------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Robert Chesek $2,838 None None $62,750
E. Virgil Conway+ $3,750 for any for any $83,250
Harry Dalzell-Payne+ $3,338 Trustee Trustee $73,750
Francis E. Jeffries $2,750* $61,000
Leroy Keith, Jr. $2,838 $62,750
Philip R. McLoughlin+ $ 0 $ 0
Everett L. Morris+ $3,250 $72,750
James M. Oates+ $3,250 $72,250
Calvin Pedersen $ 0 $ 0
Herbert Roth, Jr.+ $2,963 $66,000
Richard E. Segerson $3,250* $72,000
Lowell P. Weicker, Jr. $3,250 $71,000
</TABLE>

*This compensation (and the earnings thereon) will be deferred pursuant to the
Directors' Deferred Compensation Plan. At September 30, 1999, the total amount
of deferred compensation (including interest and other accumulation earned on
the original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
Segerson was $241,931.17, $153,651.87, $152,500.93 and $55,754.74,
respectively. At present, by agreement among the Trust, the Distributor and the
electing director, director fees that are deferred are paid by the Trust to the
Distributor. The liability for the deferred compensation obligation appears
only as a liability of the Distributor.

26
<PAGE>

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

At December 7, 1999, the Trustees and Officers as a group owned less than 1% of
the outstanding shares of the Trust.

Principal Shareholders

The following table sets forth information as of December 3, 1999 with
respect to each person who owns of record or is known by the Funds to own of
record or beneficially own 5% or more of any class of each Fund's equity
securities.

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ------------------- ----- ---------------- ----------------
<S> <C> <C> <C>
Core Equity Fund

Phoenix Home Life Class A 1,467,238.2820 61.23%
56 Prospect St.
Hartford, CT 06103-2818

Bank of New York Cust Class A 167,959.3430 7.01%
FBO Local One IATSE Amivest Corp
Discretionary
Investment Mgr.
1 Wall St 9th Fl
New York, NY 10005-2501

MLPF&S For The Sole Class B 464,168.1060 64.60%
Benefit of its Customers Class C 138,745.0520 72.96%
ATTN: Fund Administration
4800 Deer Lake Dr. E 3rd Fl
Jacksonville, FL 32246-6484

Donaldson Lufkin Jenrette Class C 14,683.2170 7.72%
Securities Corporation Inc.
PO Box 2052
Jersey City, NJ 07303-2052

Growth & Income Fund

MLPF&S For The Sole Class B 1,282,226.6860 15.75%
Benefit of its Customers Class C 729,342.0280 14.84%
ATTN: Fund Administration
4800 Deer Lake Dr. E 3rd Fl
Jacksonville, FL 32246-6484
</TABLE>

OTHER INFORMATION

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, except that Class B and C Shares of any
Fund, which bear higher distribution plan fees and certain incrementally higher
expenses associated with the deferred sales arrangement, pay correspondingly
lower dividends per share than Class A Shares of the same 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.
Trustees will call a meeting when at least 10% of the outstanding shares so
request in writing. If the Trustees fail to call a meeting after being so
notified, the Shareholders may call the meeting. The Trustees will assist the
Shareholders by identifying other shareholders of mailing communications, as
required under Section 16(c) of the Investment Company Act of 1940.

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 Funds 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

27
<PAGE>

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 would be unable to meet its
obligations.

Independent Accountants

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

Custodian and Transfer Agent

State Street Bank and Trust Company ("State Street"), P.O. Box 351,
Boston, MA 02101, serves as custodian of the Funds' assets (the "Custodian").
Equity Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, CT
06083-2200, acts as Transfer Agent for the Funds (the "Transfer Agent"). As
compensation, Equity Planning receives a fee equivalent to $17.95 for each
designated 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 Funds end on August 31. The Funds will send
financial statements to shareholders at least semi-annually. An annual report,
containing financial statements audited by independent accountants, will be
sent to shareholders each year.

Financial Statements

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

28
<PAGE>

APPENDIX

Moody's Investors Service, Inc. Corporate Bond Ratings

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa Group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment some time in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Standard & Poor's Corporation's Corporate Bond Ratings
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this category
than for bonds in the A category.

BB-B-CCC-CC--Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

D--Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

29
<PAGE>

INVESTMENTS AT AUGUST 31, 1999

SHARES VALUE
----------- -----------
<S> <C> <C>
COMMON STOCKS--98.8%
BANKS (MAJOR REGIONAL)--2.0%
Wells Fargo Co...................... 26,100 $ 1,039,106

BANKS (MONEY CENTER)--1.4%
Bank of America Corp................ 12,678 767,019

BUILDING MATERIALS--3.0%
Masco Corp.......................... 55,400 1,568,512
CHEMICALS--1.8%
Dow Chemical Co..................... 4,150 471,544
Praxair, Inc........................ 10,650 500,550
-----------
972,094
-----------
COMMUNICATIONS EQUIPMENT--1.4%
Lucent Technologies, Inc............ 12,000 768,750

COMPUTERS (HARDWARE)--5.9%
International Business Machines
Corp................................ 14,850 1,849,753
Sun Microsystems, Inc.(b)........... 16,300 1,295,850
-----------
3,145,603
-----------

COMPUTERS (NETWORKING)--2.2%
Cisco Systems, Inc.(b).............. 17,624 1,195,127

COMPUTERS (PERIPHERALS)--2.3%
EMC Corp.(b)........................ 20,500 1,230,000

COMPUTERS (SOFTWARE & SERVICES)--1.8%
Microsoft Corp.(b).................. 10,200 944,137
<CAPTION>

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

CONSUMER FINANCE--1.5%
Providian Financial Corp............ 10,000 $ 776,250

ELECTRIC COMPANIES--4.1%
Duke Energy Corp.................... 28,300 1,627,250
FPL Group, Inc...................... 10,600 572,400
-----------
2,199,650
-----------

ELECTRICAL EQUIPMENT--4.8%
Emerson Electric Co................. 15,200 951,900
General Electric Co................. 14,250 1,600,453
-----------
2,552,353
-----------

ELECTRONICS (SEMICONDUCTORS)--1.0%
Intel Corp.......................... 6,400 526,000

FINANCIAL (DIVERSIFIED)--5.8%
CIT Group, Inc. (The)............... 61,900 1,473,994
Fannie Mae.......................... 26,150 1,624,569
-----------
3,098,563
-----------

HEALTH CARE (DIVERSIFIED)--4.7%
Abbott Laboratories................. 11,500 498,812
American Home Products Corp......... 22,000 913,000
Warner-Lambert Co................... 16,300 1,079,875
-----------
2,491,687
-----------

HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.4%
Lilly (Eli) & Co.................... 3,000 223,875
</TABLE>

See Notes to Financial Statements 5

<PAGE>
Phoenix-Duff & Phelps Core Equity Fund

SHARES VALUE
----------- -----------
<S> <C> <C>
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--3.2%
Medtronic, Inc...................... 21,500 $ 1,682,375

HOUSEHOLD FURNISHINGS & APPLIANCES--3.0%
Maytag Corp......................... 25,450 1,593,806

HOUSEHOLD PRODUCTS (NON-DURABLE)--4.4%
Clorox Co. (The).................... 27,400 1,239,850
Procter & Gamble Co. (The).......... 11,100 1,101,675
-----------
2,341,525
-----------

INSURANCE (MULTI-LINE)--1.5%
Hartford Financial Services Group,
Inc. (The).......................... 17,400 790,612

INSURANCE (PROPERTY-CASUALTY)--5.5%
Allstate Corp. (The)................ 25,100 823,594
MGIC Investment Corp................ 47,800 2,076,312
-----------
2,899,906
-----------
INSURANCE BROKERS--1.8%
Marsh & McLennan Companies, Inc..... 13,250 964,766
MANUFACTURING (DIVERSIFIED)--4.5%
AlliedSignal, Inc................... 16,300 998,375
Tyco International Ltd.............. 13,900 1,408,244
-----------
2,406,619
-----------

OFFICE EQUIPMENT & SUPPLIES--2.5%
Pitney Bowes, Inc................... 22,250 1,312,750
OIL & GAS (EXPLORATION & PRODUCTION)--1.5%
Unocal Corp......................... 18,500 774,687
OIL (DOMESTIC INTEGRATED)--3.0%
Conoco, Inc. Class A................ 60,000 1,605,000

OIL (INTERNATIONAL INTEGRATED)--1.5%
Mobil Corp.......................... 7,650 783,169
PERSONAL CARE--1.8%
Avon Products, Inc.................. 21,300 934,538

RESTAURANTS--2.8%
McDonald's Corp..................... 35,500 1,468,813
<CAPTION>

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

RETAIL (DRUG STORES)--2.7%
CVS Corp............................ 34,200 $ 1,425,713

RETAIL (FOOD CHAINS)--1.9%
Albertson's, Inc.................... 21,150 1,013,878

RETAIL (GENERAL MERCHANDISE)--3.8%
Dayton Hudson Corp.................. 34,850 2,021,300

SAVINGS & LOAN COMPANIES--2.1%
Washington Mutual, Inc.............. 35,850 1,138,238

SERVICES (ADVERTISING/MARKETING)--2.6%
Omnicom Group, Inc.................. 18,000 1,356,750

SERVICES (DATA PROCESSING)--2.9%
First Data Corp..................... 34,800 1,531,200

TELEPHONE--1.7%
GTE Corp............................ 13,550 929,869
- ----------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $48,111,189) 52,474,240
- ----------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--98.8%
(IDENTIFIED COST $48,111,189) 52,474,240
- ----------------------------------------------------------------

SHORT-TERM OBLIGATIONS--0.9%

MONEY MARKET MUTUAL FUNDS--0.9%
State Street Global Advisors Seven
Seas Money Market Fund (4.91% seven
day effective yield)................ 474,493 474,493
- ----------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $474,493) 474,493
- ----------------------------------------------------------------

TOTAL INVESTMENTS--99.7%
(IDENTIFIED COST $48,585,682) 52,948,733(a)
Cash and receivables, less liabilities--0.3% 147,076
-----------
NET ASSETS--100.0% $53,095,809
===========
</TABLE>

<TABLE>
<S> <C>
(a) Federal Income Tax Information: Net unrealized appreciation
of investment securities is comprised of gross appreciation
of $7,246,821 and gross depreciation of $3,062,735 for
federal income tax purposes. At August 31, 1999, the
aggregate cost of securities for federal income tax purposes
was $48,764,647.
(b) Non-income producing.
</TABLE>

6 See Notes to Financial Statements
<PAGE>
Phoenix-Duff & Phelps Core Equity Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1999

<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $48,585,682) $52,948,733
Receivables
Investment securities sold 1,190,420
Dividends and interest 108,381
Receivable from adviser 50,183
Fund shares sold 38,929
Prepaid expenses 1,014
-----------
Total assets 54,337,660
-----------
LIABILITIES
Payables
Investment securities purchased 1,102,001
Fund shares repurchased 50,635
Distribution fee 19,225
Transfer agent fee 14,739
Trustees' fee 8,617
Financial agent fee 7,077
Accrued expenses 39,557
-----------
Total liabilities 1,241,851
-----------
NET ASSETS $53,095,809
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $47,885,539
Accumulated net realized gain 847,219
Net unrealized appreciation 4,363,051
-----------
NET ASSETS $53,095,809
===========
CLASS A
Shares of beneficial interest
outstanding, $1 par value,
unlimited authorization
(Net Assets $41,272,227) 3,336,601
Net asset value per share $12.37
Offering price per share
$12.37/(1-4.75%) $12.99
CLASS B
Shares of beneficial interest
outstanding, $1 par value,
unlimited authorization
(Net Assets $9,332,840) 764,695
Net asset value and offering price
per share $12.20
CLASS C
Shares of beneficial interest
outstanding, $1 par value,
unlimited authorization
(Net Assets $2,490,742) 204,015
Net asset value and offering price
per share $12.21
</TABLE>

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1999

<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends $ 630,717
Interest 34,918
----------
Total investment income 665,635
----------
EXPENSES
Investment advisory fee 380,849
Distribution fee, Class A 96,917
Distribution fee, Class B 90,343
Distribution fee, Class C 29,617
Distribution fee, Class M 88
Financial agent fee 71,702
Transfer agent 42,764
Registration 31,039
Printing 20,608
Professional 17,483
Custodian 11,837
Trustees 11,812
Organizational 5,018
Miscellaneous 3,599
----------
Total expenses 813,676
Less expenses borne by investment
adviser (89,347)
----------
Net expenses 724,329
----------
NET INVESTMENT LOSS (58,694)
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain on securities 944,586
Net change in unrealized appreciation
(depreciation) on investments 8,988,251
----------
NET GAIN ON INVESTMENTS 9,932,837
----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $9,874,143
==========
</TABLE>

See Notes to Financial Statements 7
<PAGE>
Phoenix-Duff & Phelps Core Equity Fund

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
From
Inception
Year Ended 9/25/97 to
8/31/99 8/31/98
----------- -----------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ (58,694) $ (35,084)
Net realized gain (loss) 944,586 299,408
Net change in unrealized appreciation (depreciation) 8,988,251 (4,625,200)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS 9,874,143 (4,360,876)
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized gains, Class A (261,214) --
Net realized gains, Class B (57,305) --
Net realized gains, Class C (20,502) --
In excess of net investment income, Class A -- (25,288)
In excess of net investment income, Class B -- (5,118)
In excess of net investment income, Class C -- (1,736)
In excess of net investment income, Class M -- (233)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (339,021) (32,375)
----------- -----------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (1,335,911 and 2,412,970
shares, respectively) 15,137,826 26,993,822
Net asset value of shares issued from reinvestment of
distributions (21,036 and 2,335 shares, respectively) 253,063 23,837
Cost of shares repurchased (318,410 and 117,241 shares,
respectively) (3,902,092) (1,316,501)
----------- -----------
Total 11,488,797 25,701,158
----------- -----------
CLASS B
Proceeds from sales of shares (163,890 and 716,086 shares,
respectively) 1,900,577 8,046,048
Net asset value of shares issued from reinvestment of
distributions (1,664 and 166 shares, respectively) 19,857 1,696
Cost of shares repurchased (94,004 and 23,107 shares,
respectively) (1,146,586) (279,158)
----------- -----------
Total 773,848 7,768,586
----------- -----------
CLASS C
Proceeds from sales of shares (54,557 and 279,432 shares,
respectively) 630,490 3,172,538
Net asset value of shares issued from reinvestment of
distributions (317 and 85 shares, respectively) 3,792 865
Cost of shares repurchased (106,979 and 23,397 shares,
respectively) (1,323,676) (253,111)
----------- -----------
Total (689,394) 2,920,292
----------- -----------
CLASS M
Proceeds from sales of shares (0 and 10,123 shares,
respectively) -- 101,258
Net asset value of shares issued from reinvestment of
distributions (0 and 23 shares, respectively) -- 233
Cost of shares repurchased (10,032 and 114 shares,
respectively) (109,546) (1,294)
----------- -----------
Total (109,546) 100,197
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 11,463,705 36,490,233
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS 20,998,827 32,096,982
NET ASSETS
Beginning of period 32,096,982 0
----------- -----------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME (LOSS) OF $0 AND $10,231,
RESPECTIVELY] $53,095,809 $32,096,982
=========== ===========
</TABLE>

8 See Notes to Financial Statements
<PAGE>
Phoenix-Duff & Phelps Core Equity Fund

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

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------------------------- -------------------------- --------------------------
FROM FROM FROM
YEAR INCEPTION YEAR INCEPTION YEAR INCEPTION
ENDED 9/25/97 TO ENDED 9/25/97 TO ENDED 9/25/97 TO
8/31/99 8/31/98 8/31/99 8/31/98 8/31/99 8/31/98
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $ 9.87 $ 10.00 $ 9.81 $10.00 $ 9.82 $10.00
INCOME FROM INVESTMENT
OPERATIONS(1)
Net investment income
(loss) 0.01(2)(3) --(2)(3) (0.08)(2)(4) (0.08)(2)(4) (0.08)(2)(5) (0.08)(2)(5)
Net realized and
unrealized gain (loss) 2.57 (0.09) 2.55 (0.08) 2.55 (0.07)
------- ------- ------ ------ ------ ------
TOTAL FROM
INVESTMENT
OPERATIONS 2.58 (0.09) 2.47 (0.16) 2.47 (0.15)
------- ------- ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net
realized gains (0.08) -- (0.08) -- (0.08) --
In excess of net
investment income -- (0.04) -- (0.03) -- (0.03)
------- ------- ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.08) (0.04) (0.08) (0.03) (0.08) (0.03)
------- ------- ------ ------ ------ ------
Change in net asset value 2.50 (0.13) 2.39 (0.19) 2.39 (0.18)
------- ------- ------ ------ ------ ------
NET ASSET VALUE, END OF
PERIOD $ 12.37 $ 9.87 $12.20 $ 9.81 $12.21 $ 9.82
======= ======= ====== ====== ====== ======
Total return(6) 26.12% (0.93)%(7) 25.16% (1.61)%(7) 25.13% (1.52)%(7)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(thousands) $41,272 $22,683 $9,333 $6,801 $2,491 $2,514

RATIO TO AVERAGE NET
ASSETS OF:
Operating expenses 1.25% 1.25%(8) 2.00% 2.00%(8) 2.00% 2.00%(8)
Net investment income
(loss) 0.06% 0.02%(8) (0.69)% (0.73)%(8) (0.70)% (0.73)%(8)
Portfolio turnover 82% 83%(7) 82% 83%(7) 82% 83%(7)
</TABLE>

(2) Computed using average shares outstanding.

(3) Includes reimbursement of operating expenses by investment adviser of $0.02
and $0.19, respectively.

(4) Includes reimbursement of operating expenses by investment adviser of $0.02
and $0.19, respectively.

(5) Includes reimbursement of operating expenses by investment adviser of $0.02
and $0.19, respectively.

(6) Maximum sales charges are not reflected in the total return calculation.

(7) Not annualized.

(8) Annualized.

See Notes to Financial Statements 9
<PAGE>

INVESTMENTS AT AUGUST 31, 1999

SHARES VALUE
-------- ------------
<S> <C> <C>
COMMON STOCKS--95.1%

AEROSPACE/DEFENSE--2.3%
Boeing Co. (The)....................... 84,900 $ 3,847,031
Cordant Technologies, Inc.............. 11,400 471,675
General Dynamics Corp.................. 51,400 3,238,200
Goodrich (B.F.) Co. (The).............. 28,400 1,049,025
Northrop Grumman Corp.................. 2,300 166,750
------------
8,772,681
------------

AIRLINES--0.2%
Alaska Air Group, Inc.(b).............. 8,700 376,275
COMAIR Holdings, Inc................... 9,900 209,137
Delta Air Lines, Inc................... 5,400 274,387
------------
859,799
------------

ALUMINUM--0.3%
Alcoa, Inc............................. 20,000 1,291,250

AUTO PARTS & EQUIPMENT--0.2%
Arvin Industries, Inc.................. 8,200 293,150
Meritor Automotive, Inc................ 11,800 257,387
TRW, Inc............................... 2,100 114,450
------------
664,987
------------

AUTOMOBILES--3.0%
Ford Motor Co.......................... 139,600 7,276,650
<CAPTION>

SHARES VALUE
-------- ------------
<S> <C> <C>
AUTOMOBILES--CONTINUED
General Motors Corp.................... 62,500 $ 4,132,812
------------
11,409,462
------------

BANKS (MAJOR REGIONAL)--1.5%
Bank of New York Co., Inc. (The)....... 1,600 57,200
Bank One Corp.......................... 93,200 3,739,650
Fleet Financial Group, Inc............. 43,700 1,739,806
Mellon Bank Corp....................... 7,600 253,650
------------
5,790,306
------------

BANKS (MONEY CENTER)--4.9%
Bank of America Corp................... 51,300 3,103,650
Chase Manhattan Corp. (The)............ 98,300 8,226,481
First Union Corp....................... 50,300 2,087,450
Morgan (J.P.) & Co., Inc............... 39,900 5,154,581
------------
18,572,162
------------

BANKS (REGIONAL)--1.1%
City National Corp..................... 28,300 939,206
Cullen/Frost Bankers, Inc.............. 30,000 783,750
UnionBanCal Corp....................... 64,200 2,463,675
------------
4,186,631
------------

BEVERAGES (ALCOHOLIC)--0.7%
Anheuser-Busch Companies, Inc.......... 26,400 2,032,800
</TABLE>

See Notes to Financial Statements 13
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
-------- ------------
<S> <C> <C>
BEVERAGES (ALCOHOLIC)--CONTINUED
Coors (Adolph) Co. Class B............. 9,500 $ 542,094
------------
2,574,894
------------

BIOTECHNOLOGY--1.0%
Amgen, Inc.(b)......................... 33,800 2,811,737
IDEC Pharmaceuticals Corp.(b).......... 3,200 406,600
IDEXX Laboratories, Inc.(b)............ 8,700 147,900
Liposome Co., Inc. (The)(b)............ 17,600 347,050
------------
3,713,287
------------

BROADCASTING (TELEVISION, RADIO & CABLE)--0.3%
CBS Corp.(b)........................... 23,500 1,104,500
BUILDING MATERIALS--0.5%
Lafarge Corp........................... 24,000 660,000
Masco Corp............................. 27,300 772,931
Owens Corning.......................... 16,700 469,687
------------
1,902,618
------------

CHEMICALS--0.8%
Dow Chemical Co........................ 17,400 1,977,075
Geon Co. (The)......................... 10,400 310,700
Solutia, Inc........................... 31,500 630,000
------------
2,917,775
------------

CHEMICALS (SPECIALTY)--0.4%
Lubrizol Corp. (The)................... 22,600 573,475
W.R. Grace & Co.(b).................... 42,500 812,812
------------
1,386,287
------------
COMMUNICATIONS EQUIPMENT--2.7%
ADC Telecommunications, Inc.(b)........ 10,500 389,156
Comverse Technology, Inc.(b)........... 14,700 1,146,600
General Instrument Corp.(b)............ 24,900 1,224,769
Lucent Technologies, Inc............... 78,600 5,035,312
Motorola, Inc.......................... 18,500 1,706,625
Tellabs, Inc.(b)....................... 9,200 547,975
------------
10,050,437
------------

COMPUTERS (HARDWARE)--6.1%
Adaptec, Inc.(b)....................... 23,700 924,300
Apple Computer, Inc.(b)................ 52,600 3,432,150
Dell Computer Corp.(b)................. 55,500 2,709,094
<CAPTION>

SHARES VALUE
-------- ------------
<S> <C> <C>
COMPUTERS (HARDWARE)--CONTINUED
Electronics for Imaging, Inc.(b)....... 5,900 $ 345,887
Gateway, Inc.(b)....................... 400 38,775
Hewlett-Packard Co..................... 49,800 5,247,675
International Business Machines
Corp................................... 71,100 8,856,394
NCR Corp.(b)........................... 16,100 704,375
Sun Microsystems, Inc.(b).............. 9,600 763,200
------------
23,021,850
------------

COMPUTERS (NETWORKING)--1.3%
3Com Corp.(b).......................... 7,300 181,131
Cisco Systems, Inc.(b)................. 68,900 4,672,281
------------
4,853,412
------------

COMPUTERS (PERIPHERALS)--0.3%
EMC Corp.(b)........................... 18,600 1,116,000

COMPUTERS (SOFTWARE & SERVICES)--6.8%
Adobe Systems, Inc..................... 1,900 189,287
America Online, Inc.(b)................ 40,300 3,679,894
BMC Software, Inc.(b).................. 10,400 559,650
Citrix Systems, Inc.(b)................ 3,500 199,500
Computer Associates International,
Inc.................................... 7,700 435,050
Compuware Corp.(b)..................... 25,200 760,725
Legato Systems, Inc.(b)................ 6,600 284,212
Microsoft Corp.(b)..................... 173,100 16,022,569
Novell, Inc.(b)........................ 10,800 255,825
Oracle Corp.(b)........................ 32,500 1,186,250
Sterling Software, Inc.(b)............. 10,100 203,262
Synopsys, Inc.(b)...................... 4,300 240,531
USWeb Corp.(b)......................... 9,100 177,450
Unisys Corp.(b)........................ 33,600 1,444,800
------------
25,639,005
------------

CONSTRUCTION (CEMENT & AGGREGATES)--0.2%
Centex Construction Products, Inc...... 7,400 284,437
Southdown, Inc......................... 9,800 494,900
------------
779,337
------------

CONSUMER FINANCE--0.3%
Countrywide Credit Industries, Inc..... 21,000 674,625
Providian Financial Corp............... 4,700 364,837
------------
1,039,462
------------
</TABLE>

14 See Notes to Financial Statements
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
-------- ------------
<S> <C> <C>
CONTAINERS (METAL & GLASS)--0.0%
Ball Corp.............................. 3,000 $ 134,812
DISTRIBUTORS (FOOD & HEALTH)--0.6%
AmeriSource Health Corp. Class A(b).... 35,700 921,506
Andrx Corp.(b)......................... 4,100 294,687
Patterson Dental Co.(b)................ 8,200 336,200
SUPERVALU, INC......................... 38,800 873,000
------------
2,425,393
------------
ELECTRIC COMPANIES--4.7%
Central & South West Corp.............. 30,800 696,850
Dominion Resources, Inc................ 18,600 860,250
Duke Energy Corp....................... 27,700 1,592,750
Edison International................... 34,300 870,362
Energy East Corp....................... 85,200 2,130,000
GPU, Inc............................... 29,300 999,862
LG&E Energy Corp....................... 16,300 374,900
Minnesota Power, Inc................... 49,400 879,937
New Century Energies, Inc.............. 24,800 895,900
Northern States Power Co............... 37,200 876,525
PG&E Corp.............................. 11,400 345,562
Puget Sound Energy, Inc................ 27,400 649,037
Texas Utilities Co..................... 89,400 3,615,112
Unicom Corp............................ 16,800 648,900
UtiliCorp United, Inc.................. 104,800 2,430,050
------------
17,865,997
------------
ELECTRICAL EQUIPMENT--2.8%
General Electric Co.................... 85,500 9,602,719
Rockwell International Corp............ 14,600 863,225
------------
10,465,944
------------

ELECTRONICS (SEMICONDUCTORS)--3.6%
Integrated Device Technology,
Inc.(b)................................ 24,700 481,650
Intel Corp............................. 126,200 10,372,062
Texas Instruments, Inc................. 34,600 2,839,362
------------
13,693,074
------------

ENGINEERING & CONSTRUCTION--0.0%
McDermott International, Inc........... 2,200 49,637
ENTERTAINMENT--0.8%
Time Warner, Inc....................... 15,600 925,275
<CAPTION>

SHARES VALUE
-------- ------------
<S> <C> <C>
ENTERTAINMENT--CONTINUED
Viacom, Inc. Class B(b)................ 50,100 $ 2,107,331
------------
3,032,606
------------

EQUIPMENT (SEMICONDUCTOR)--0.4%
Applied Materials, Inc.(b)............. 12,400 881,175
LAM Research Corp.(b).................. 3,800 214,463
Teradyne, Inc.(b)...................... 4,500 306,281
------------
1,401,919
------------

FINANCIAL (DIVERSIFIED)--5.2%
Ambac Financial Group, Inc............. 19,000 1,003,438
American Express Co.................... 3,000 412,500
Citigroup, Inc......................... 197,100 8,758,631
Fannie Mae............................. 57,700 3,584,613
Freddie Mac............................ 36,100 1,859,150
Morgan Stanley Dean Witter & Co........ 45,800 3,930,213
------------
19,548,545
------------

FOODS--1.3%
ConAgra, Inc........................... 1,700 41,650
Earthgrains Co. (The).................. 33,500 808,188
General Mills, Inc..................... 9,600 804,000
Hormel Foods Corp...................... 32,600 1,312,150
Quaker Oats Co. (The).................. 32,000 2,138,000
------------
5,103,988
------------

FOOTWEAR--0.0%
NIKE, Inc. Class B..................... 1,900 87,875

HARDWARE & TOOLS--0.1%
Black & Decker Corp. (The)............. 10,300 542,038

HEALTH CARE (DIVERSIFIED)--4.0%
Abbott Laboratories.................... 10,800 468,450
American Home Products Corp............ 12,000 498,000
Bristol-Myers Squibb Co................ 91,600 6,446,350
Johnson & Johnson...................... 43,300 4,427,425
Mallinckrodt, Inc...................... 12,600 403,988
Warner-Lambert Co...................... 42,600 2,822,250
------------
15,066,463
------------

HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--3.8%
Forest Laboratories, Inc.(b)........... 8,000 387,500
Lilly (Eli) & Co....................... 57,500 4,290,938
</TABLE>

See Notes to Financial Statements 15
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C>
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--CONTINUED
Merck & Co., Inc....................... 33,100 $ 2,223,906
Pfizer, Inc............................ 56,700 2,140,425
Pharmacia & Upjohn, Inc................ 49,100 2,565,475
Schering-Plough Corp................... 49,600 2,607,100
------------
14,215,344
------------

HEALTH CARE (GENERIC AND OTHER)--0.0%
Jones Pharma, Inc...................... 4,200 113,663
HEALTH CARE (MANAGED CARE)--0.8%
Aetna, Inc............................. 11,000 855,250
Oxford Health Plans, Inc.(b)........... 25,000 387,500
PacifiCare Health Systems, Inc.(b)..... 13,300 798,000
Trigon Healthcare, Inc.(b)............. 17,500 635,469
Wellpoint Health Networks, Inc.(b)..... 6,100 444,538
------------
3,120,757
------------

HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.1%
Baxter International, Inc.............. 7,900 529,794

HEALTH CARE (SPECIALIZED SERVICES)--0.1%
Apria Healthcare Group, Inc.(b)........ 10,800 182,250
Quintiles Transnational Corp.(b)....... 3,500 125,344
------------
307,594
------------

HOMEBUILDING--0.3%
Centex Corp............................ 13,100 368,438
Horton (D.R.), Inc..................... 8,500 123,781
Kaufman and Broad Home Corp............ 2,900 59,269
Lennar Corp............................ 6,500 123,500
Pulte Corp............................. 12,600 291,375
------------
966,363
------------

HOUSEHOLD FURNISHINGS & APPLIANCES--0.2%
Whirlpool Corp......................... 11,100 784,631
HOUSEHOLD PRODUCTS (NON-DURABLE)--2.4%
Church & Dwight Co., Inc............... 27,400 1,274,100
Clorox Co. (The)....................... 3,800 171,950
Kimberly-Clark Corp.................... 55,400 3,154,338
Procter & Gamble Co. (The)............. 44,900 4,456,325
------------
9,056,713
------------
<CAPTION>

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

HOUSEWARES--0.3%
Tupperware Corp........................ 54,000 $ 1,218,375

INSURANCE (LIFE/HEALTH)--0.9%
Lincoln National Corp.................. 71,400 3,346,875

INSURANCE (MULTI-LINE)--0.3%
Hartford Financial Services Group, Inc.
(The).................................. 13,900 631,581
Loews Corp............................. 8,000 628,000
------------
1,259,581
------------

INSURANCE BROKERS--1.2%
Gallagher (Arthur J.) & Co............. 24,400 1,332,850
Marsh & McLennan Companies, Inc........ 44,400 3,232,875
------------
4,565,725
------------

INVESTMENT BANKING/BROKERAGE--1.4%
Bear Stearns Companies, Inc. (The)..... 3,500 145,688
Edwards (A.G.), Inc.................... 2,900 72,863
Equitable Companies, Inc. (The)........ 17,000 1,049,750
Lehman Brothers Holdings, Inc.......... 17,500 940,625
Merrill Lynch & Co., Inc............... 28,000 2,089,500
Schwab (Charles) Corp. (The)........... 20,800 821,600
------------
5,120,026
------------

LEISURE TIME (PRODUCTS)--0.3%
Hasbro, Inc............................ 41,100 1,004,381

LODGING-HOTELS--0.0%
Carnival Corp.......................... 2,800 125,125

MACHINERY (DIVERSIFIED)--0.7%
Ingersoll-Rand Co...................... 15,500 986,188
Manitowoc Co., Inc. (The).............. 4,800 177,900
Mettler-Toledo International,
Inc.(b)................................ 27,800 740,175
Tecumseh Products Co. Class A.......... 16,100 917,700
------------
2,821,963
------------

MANUFACTURING (DIVERSIFIED)--2.0%
AlliedSignal, Inc...................... 12,000 735,000
ITT Industries, Inc.................... 3,900 131,869
National Service Industries, Inc....... 8,600 275,200
Pentair, Inc........................... 9,100 414,050
Premark International, Inc............. 40,600 1,349,950
Tyco International Ltd................. 32,300 3,272,394
</TABLE>

16 See Notes to Financial Statements
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
-------- ------------
<S> <C> <C>
MANUFACTURING (DIVERSIFIED)--CONTINUED
United Technologies Corp............... 20,000 $ 1,322,500
------------
7,500,963
------------

MANUFACTURING (SPECIALIZED)--0.3%
Brady Corp. Class A.................... 15,200 456,000
Briggs & Stratton Corp................. 4,000 243,500
York International Corp................ 10,900 448,263
------------
1,147,763
------------

NATURAL GAS--0.4%
Equitable Resources,Inc................ 34,300 1,260,525
MDU Resources Group, Inc............... 10,900 256,150
------------
1,516,675
------------

OIL & GAS (EXPLORATION & PRODUCTION)--0.8%
Anadarko Petroleum Corp................ 37,600 1,278,400
Apache Corp............................ 38,200 1,738,100
------------
3,016,500
------------

OIL (DOMESTIC INTEGRATED)--0.7%
Atlantic Richfield Co.................. 29,800 2,620,538
OIL (INTERNATIONAL INTEGRATED)--1.7%
Chevron Corp........................... 20,000 1,845,000
Exxon Corp............................. 44,800 3,533,600
Texaco, Inc............................ 15,800 1,003,300
------------
6,381,900
------------

PAPER & FOREST PRODUCTS--0.8%
Georgia-Pacific Group.................. 19,400 802,675
International Paper Co................. 12,800 602,400
Louisiana-Pacific Corp................. 64,700 1,196,950
Weyerhaeuser Co........................ 4,800 270,000
------------
2,872,025
------------

PHOTOGRAPHY/IMAGING--0.5%
Eastman Kodak Co....................... 24,000 1,762,500
PUBLISHING (NEWSPAPERS)--0.4%
Knight-Ridder, Inc..................... 23,800 1,283,713
Times Mirror Co. (The) Class A......... 5,200 300,300
------------
1,584,013
------------
<CAPTION>

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

RAILROADS--0.5%
Union Pacific Corp..................... 35,600 $ 1,733,275

RESTAURANTS--0.3%
Bob Evans Farms, Inc................... 15,800 321,925
Darden Restaurants, Inc................ 25,300 395,313
Tricon Global Restaurants, Inc.(b)..... 15,300 621,563
------------
1,338,801
------------

RETAIL (BUILDING SUPPLIES)--0.8%
Home Depot, Inc. (The)................. 44,000 2,689,500
Lowe's Companies, Inc.................. 8,700 393,675
------------
3,083,175
------------

RETAIL (COMPUTERS & ELECTRONICS)--0.3%
Best Buy Co., Inc.(b).................. 14,600 1,025,650

RETAIL (DEPARTMENT STORES)--0.1%
Federated Department Stores, Inc.(b)... 7,000 322,000

RETAIL (DISCOUNTERS)--0.1%
Family Dollar Stores, Inc.............. 7,600 149,625
Ross Stores, Inc....................... 7,000 291,375
------------
441,000
------------

RETAIL (DRUG STORES)--0.1%
Longs Drug Stores Corp................. 7,400 232,638

RETAIL (GENERAL MERCHANDISE)--2.2%
Dayton Hudson Corp..................... 2,600 150,800
Kmart Corp.(b)......................... 20,800 261,300
Sears, Roebuck & Co.................... 32,000 1,200,000
Wal-Mart Stores, Inc................... 147,400 6,531,663
------------
8,143,763
------------

RETAIL (SPECIALTY)--0.2%
Claire's Stores, Inc................... 17,800 334,863
Toys 'R' Us, Inc.(b)................... 4,000 55,250
Zale Corp.(b).......................... 10,300 357,281
------------
747,394
------------

RETAIL (SPECIALTY-APPAREL)--0.7%
Abercrombie & Fitch Co. Class A(b)..... 4,800 167,400
AnnTaylor Stores Corp.(b).............. 9,900 327,938
Gap, Inc. (The)........................ 24,900 974,213
</TABLE>

See Notes to Financial Statements 17
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
-------- ------------
<S> <C> <C>
RETAIL (SPECIALTY-APPAREL)--CONTINUED
TJX Companies, Inc. (The).............. 45,800 $ 1,322,475
------------
2,792,026
------------

SAVINGS & LOAN COMPANIES--0.0%
GreenPoint Financial Corp.............. 5,100 131,963
SERVICES (ADVERTISING/MARKETING)--0.2%
Omnicom Group, Inc..................... 5,600 422,100
Wink Communications, Inc.(b)........... 4,000 164,000
------------
586,100
------------

SERVICES (COMMERCIAL & CONSUMER)--1.2%
H&R Block, Inc......................... 39,800 2,213,875
Hertz Corp. (The) Class A.............. 8,100 326,531
Navigant Consulting, Inc.(b)........... 14,600 640,575
Ogden Corp............................. 53,200 1,210,300
------------
4,391,281
------------

SERVICES (COMPUTER SYSTEMS)--0.1%
CSG Systems International, Inc.(b)..... 7,300 164,706
SunGard Data Systems, Inc.(b).......... 8,000 200,000
------------
364,706
------------

SERVICES (DATA PROCESSING)--0.6%
Concord EFS, Inc.(b)................... 12,300 456,638
Paychex, Inc........................... 58,500 1,722,094
------------
2,178,732
------------

SPECIALTY PRINTING--0.6%
Deluxe Corp............................ 66,400 2,261,750
TELECOMMUNICATIONS (LONG DISTANCE)--2.3%
AT&T Corp.............................. 117,150 5,271,750
MCI WorldCom, Inc.(b).................. 47,200 3,575,400
------------
8,847,150
------------

TELEPHONE--4.4%
Ameritech Corp......................... 33,800 2,133,625
Bell Atlantic Corp..................... 47,500 2,909,375
BellSouth Corp......................... 95,000 4,298,750
GTE Corp............................... 25,300 1,736,213
SBC Communications, Inc................ 105,300 5,054,400
<CAPTION>

SHARES VALUE
-------- ------------
<S> <C> <C>
TELEPHONE--CONTINUED
U S WEST, Inc.......................... 9,300 $ 485,925
------------
16,618,288
------------

TEXTILES (APPAREL)--0.4%
Jones Apparel Group, Inc.(b)........... 21,100 547,281
Tommy Hilfiger Corp.(b)................ 26,400 895,950
------------
1,443,231
------------

TOBACCO--0.8%
Philip Morris Companies, Inc........... 86,100 3,223,369

TRUCKS & PARTS--0.4%
PACCAR, Inc............................ 25,900 1,427,738
- - ----------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $321,218,192) 359,358,250
- - ----------------------------------------------------------------

FOREIGN COMMON STOCKS--2.2%

COMMUNICATIONS EQUIPMENT--0.2%
Nortel Networks Corp. (Canada)......... 20,800 854,100

FOODS--0.5%
Unilever NV NY Registered Shares
(Netherlands).......................... 28,900 1,990,487

GOLD & PRECIOUS METALS MINING--0.1%
Placer Dome, Inc. (Canada)............. 18,800 195,050

OIL (INTERNATIONAL INTEGRATED)--1.4%
BP Amoco PLC Sponsored ADR (United
Kingdom)............................... 5,500 616,688
Royal Dutch Petroleum Co. NY Registered
Shares (Netherlands)................... 71,600 4,430,250
------------
5,046,938
------------
- -----------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $7,360,954) 8,086,575
- -----------------------------------------------------------------

UNIT INVESTMENT TRUSTS--2.4%
S&P 500 Depository Receipts............ 68,900 9,099,106
- -----------------------------------------------------------------
TOTAL UNIT INVESTMENT TRUSTS
(IDENTIFIED COST $8,285,995) 9,099,106
- -----------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--99.7%
(IDENTIFIED COST $336,865,141) 376,543,931
- -----------------------------------------------------------------
</TABLE>

18 See Notes to Financial Statements
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- -------- ------------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--0.1%

COMMERCIAL PAPER--0.1%
Koch Industries, Inc. 5.58%,
9/1/99............................ A-1+ 417 $ 417,000
- --------------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $417,000) 417,000
- --------------------------------------------------------------------------

TOTAL INVESTMENTS--99.8%
(IDENTIFIED COST $337,282,141) 376,960,931(a)
Cash and receivables, less liabilities--0.2% 934,383
------------
NET ASSETS--100.0% $377,895,314
============
</TABLE>

<TABLE>
<S> <C>
(a) Federal Income Tax Information: Net unrealized appreciation
of investment securities is comprised of gross appreciation
of $50,734,281 and gross depreciation of $11,435,687 for
federal income tax purposes. At August 31, 1999, the
aggregate cost of securities for federal income tax purposes
was $337,662,337.
(b) Non-income producing.
</TABLE>

See Notes to Financial Statements 19
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1999

<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $337,282,141) $376,960,931
Receivables
Fund shares sold 2,673,326
Investment securities sold 1,313,295
Dividends and interest 516,936
Prepaid expenses 3,647
------------
Total assets 381,468,135
------------
LIABILITIES
Payables
Custodian 1,258
Investment securities purchased 2,826,340
Fund shares repurchased 286,471
Investment advisory fee 28,176
Distribution fee 184,324
Transfer agent fee 88,101
Financial agent fee 23,567
Trustees' fee 8,617
Accrued expenses 125,967
------------
Total liabilities 3,572,821
------------
NET ASSETS $377,895,314
============
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $333,040,276
Undistributed net investment income 285,388
Accumulated net realized gain 4,890,860
Net unrealized appreciation 39,678,790
------------
NET ASSETS $377,895,314
============
CLASS A
Shares of beneficial interest
outstanding, $1 par value,
unlimited authorization
(Net Assets $209,209,934) 14,321,273
Net asset value per share $14.61
Offering price per share
$14.61/(1-4.75%) $15.34
CLASS B
Shares of beneficial interest
outstanding, $1 par value,
unlimited authorization
(Net Assets $109,461,034) 7,586,927
Net asset value and offering price
per share $14.43
CLASS C
Shares of beneficial interest
outstanding, $1 par value,
unlimited authorization
(Net Assets $59,224,346) 4,103,625
Net asset value and offering price
per share $14.43
</TABLE>

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1999

<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends $ 4,154,856
Interest 76,500
Foreign taxes withheld (30,385)
-----------
Total investment income 4,200,971
-----------
EXPENSES
Investment advisory fee 1,916,291
Distribution fee, Class A 367,258
Distribution fee, Class B 733,750
Distribution fee, Class C 352,004
Distribution fee, Class M 109
Financial agent fee 213,608
Transfer agent 396,480
Registration 81,996
Printing 45,241
Custodian 43,979
Professional 20,101
Trustees 16,574
Miscellaneous 19,351
-----------
Total expenses 4,206,742
Less expenses borne by investment adviser (286,857)
Custodian fees paid indirectly (1,202)
-----------
Net expenses 3,918,683
-----------
NET INVESTMENT INCOME 282,288
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities 4,805,840
Net realized gain on written options 175,253
Net change in unrealized appreciation
(depreciation) on investments 56,853,081
-----------
NET GAIN ON INVESTMENTS 61,834,174
-----------
INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $62,116,462
===========
</TABLE>

20 See Notes to Financial Statements
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
From
Year Inception
Ended 9/25/97 to
8/31/99 8/31/98
------------ ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 282,288 $ 149,153
Net realized gain (loss) 4,981,093 1,300,955
Net change in unrealized appreciation (depreciation) 56,853,081 (17,174,291)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS 62,116,462 (15,724,183)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (178,877) (42,177)
Net investment income, Class B -- (8,886)
Net investment income, Class C -- (2,045)
Net investment income, Class M -- (666)
Net realized gains, Class A (815,230) (28,476)
Net realized gains, Class B (384,053) (7,740)
Net realized gains, Class C (153,155) (1,972)
Net realized gains, Class M -- (562)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (1,531,315) (92,524)
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (9,742,443 and 7,752,380
shares, respectively) 132,907,595 91,918,012
Net asset value of shares issued from reinvestment of
distributions (67,491 and 6,829 shares, respectively) 889,551 69,035
Cost of shares repurchased (2,786,606 and 461,264 shares,
respectively) (37,852,057) (5,511,853)
------------ ------------
Total 95,945,089 86,475,194
------------ ------------
CLASS B
Proceeds from sales of shares (5,216,234 and 3,273,232
shares, respectively) 70,319,755 38,849,933
Net asset value of shares issued from reinvestment of
distributions (25,028 and 1,596 shares, respectively) 327,525 16,121
Cost of shares repurchased (721,133 and 208,030 shares,
respectively) (9,785,374) (2,497,896)
------------ ------------
Total 60,861,906 36,368,158
------------ ------------
CLASS C
Proceeds from sales of shares (3,277,763 and 1,126,262
shares, respectively) 44,490,555 13,154,434
Net asset value of shares issued from reinvestment of
distributions (10,341 and 382 shares, respectively) 135,365 3,862
Cost of shares repurchased (252,075 and 59,048 shares,
respectively) (3,514,530) (700,659)
------------ ------------
Total 41,111,390 12,457,637
------------ ------------
CLASS M
Proceeds from sales of shares (0 and 52,446 shares,
respectively) -- 542,477
Net asset value of shares issued from reinvestment of
distributions (0 and 121 shares, respectively) -- 1,227
Cost of shares repurchased (11,751 and 40,816 shares,
respectively) (140,889) (495,315)
------------ ------------
Total (140,889) 48,389
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 197,777,496 135,349,378
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS 258,362,643 119,532,671
NET ASSETS
Beginning of period 119,532,671 0
------------ ------------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME (LOSS) OF $285,388 AND $176,925, RESPECTIVELY] $377,895,314 $119,532,671
============ ============
</TABLE>

See Notes to Financial Statements 21
<PAGE>
Phoenix-Oakhurst Growth & Income Fund

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

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
------------------------- ------------------------- -------------------------
FROM FROM FROM
YEAR INCEPTION YEAR INCEPTION YEAR INCEPTION
ENDED 9/25/97 TO ENDED 9/25/97 TO ENDED 9/25/97 TO
8/31/99 8/31/98 8/31/99 8/31/98 8/31/99 8/31/98
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $ 10.47 $ 10.00 $ 10.40 $ 10.00 $ 10.41 $ 10.00
INCOME FROM INVESTMENT
OPERATIONS(1)
Net investment income (loss) 0.06(2)(3) 0.06(2)(3) (0.04)(2)(4) (0.02)(2)(4) (0.04)(2)(5) (0.02)(2)(5)
Net realized and unrealized
gain (loss) 4.19 0.48 4.16 0.48 4.15 0.49
------- ------- ------- ------- ------- -------
TOTAL FROM INVESTMENT
OPERATIONS 4.25 0.54 4.12 0.46 4.11 0.47
------- ------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Dividends from net
investment income (0.02) (0.04) -- (0.03) -- (0.03)
Dividends from net realized
gains (0.09) (0.03) (0.09) (0.03) (0.09) (0.03)
------- ------- ------- ------- ------- -------
TOTAL DISTRIBUTIONS (0.11) (0.07) (0.09) (0.06) (0.09) (0.06)
------- ------- ------- ------- ------- -------
Change in net asset value 4.14 0.47 4.03 0.40 4.02 0.41
------- ------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 14.61 $ 10.47 $ 14.43 $ 10.40 $ 14.43 $ 10.41
======= ======= ======= ======= ======= =======
Total return(6) 40.72% 5.39%(7) 39.72% 4.59%(7) 39.58% 4.67%(7)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(thousands) $209,210 $76,399 $109,461 $31,902 $59,224 $11,108

RATIO TO AVERAGE NET ASSETS
OF:
Operating expenses 1.22%(9) 1.25%(8) 1.96%(9) 2.00%(8) 1.96%(9) 2.00%(8)
Net investment income (loss) 0.43% 0.57%(8) (0.32)% (0.19)%(8) (0.33)% (0.18)%(8)
Portfolio turnover 71% 106%(7) 71% 106%(7) 71% 106%(7)
</TABLE>

(1) Distributions are 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.
(2) Computed using average shares outstanding.
(3) Includes reimbursement of operating expenses by investment adviser of $0.01
and $0.07, respectively.
(4) Includes reimbursement of operating expenses by investment adviser of $0.01
and $0.07, respectively.
(5) Includes reimbursement of operating expenses by investment adviser of $0.01
and $0.07, respectively.
(6) Maximum sales charges are not reflected in the total return calculation.
(7) Not annualized.
(8) Annualized.
(9) For the year ended August 31,1999, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian
fees; if expense offsets were included, the ratio would not significantly
differ.

22 See Notes to Financial Statements
<PAGE>
PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES

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

Phoenix-Duff & Phelps Core Equity Fund seeks long-term capital appreciation by
investing in a diversified portfolio of common stocks. Phoenix-Oakhurst
Growth & Income Fund seeks dividend growth, current income and capital
appreciation by investing in common stocks.

Each Fund offers Class A, Class B and Class C shares. Class M shares have been
closed. Class A shares are sold with a front-end sales charge of up to 4.75%.
Class B shares are sold with a contingent deferred sales charge which declines
from 5% to zero depending on the period of time the shares are held. Class C
shares are sold with a 1% contingent deferred sales charge if redeemed within
one year of purchase. All classes of shares have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except that each
class bears different distribution expenses and has exclusive voting rights with
respect to its distribution plan. Income and expenses of each Fund are borne pro
rata by the holders of all classes of shares, except that each class bears
distribution expenses unique to that class.

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

A. SECURITY VALUATION:

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

B. SECURITY TRANSACTIONS AND RELATED INCOME:

Security transactions are recorded on the trade date. Interest income is
recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date or, in the case of certain foreign securities, as soon as the Fund is
notified. The Trust does not amortize premiums but does accrete discounts using
the effective interest method. Realized gains and losses are determined on the
identified cost basis.

C. INCOME TAXES:

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

D. DISTRIBUTIONS TO SHAREHOLDERS:

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

E. FOREIGN CURRENCY TRANSLATION:

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

F. FORWARD CURRENCY CONTRACTS:

Each Fund may enter into forward currency contracts in conjunction with the
planned purchase or sale of foreign denominated securities in order to hedge the
U.S. dollar cost or proceeds. Forward currency contracts involve, to varying
degrees, elements of market risk in excess of the amount recognized in the
statement of assets and

23
<PAGE>
PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999 (CONTINUED)

liabilities. Risks arise from the possible movements in foreign exchange rates
or if the counterparty does not perform under the contract.

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

G. OPTIONS:

Each Fund may write covered options or purchase options contracts for the
purpose of hedging against changes in the market value of the underlying
securities or foreign currencies.

Each Fund will realize a gain or loss upon the expiration or closing of the
option transaction. Gains and losses on written options are reported separately
in the Statement of Operations. When a written option is exercised, the proceeds
on sales or amounts paid are adjusted by the amount of premium received. Options
written are reported as a liability in the Statement of Assets and Liabilities
and subsequently marked-to-market to reflect the current value of the option.
The risk associated with written options is that the change in value of options
contracts may not correspond to the change in value of the hedged instruments.
In addition, losses may arise from changes in the value of the underlying
instruments, or if a liquid secondary market does not exist for the contracts.

Each Fund may purchase options which are included in the Funds' Schedule of
Investments and subsequently marked-to-market to reflect the current value of
the option. When a purchased option is exercised, the cost of the security is
adjusted by the amount of premium paid. The risk associated with purchased
options is limited to the premium paid.

H. EXPENSES:

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

I. REPURCHASE AGREEMENTS:

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

2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS

The advisers to the Trust are Duff & Phelps Investment Management Co. ("DPIM")
and Phoenix Investment Counsel, Inc. ("PIC"). DPIM is a subsidiary of Phoenix
Investment Partners Ltd., which is an indirect, majority-owned subsidiary of
Phoenix Home Life Mutual Insurance Company ("PHL"). PIC is an indirect,
majority-owned subsidiary of PHL. As compensation for their services to the
Trust, the Advisers are entitled to a fee based upon the following annual rates
as a percentage of the average daily net assets of each separate Fund:

<TABLE>
<CAPTION>
1st $1-2 $2+
Fund Adviser $1 Billion Billion Billion
- - ---- -------- ---------- -------- --------
<S> <C> <C> <C> <C>
Core Equity Fund.......... DPIM 0.75% 0.70% 0.65%
Growth & Income Fund...... PIC 0.75% 0.70% 0.65%
</TABLE>

The Advisers have voluntarily agreed to assume total fund operating expenses
of each respective Fund, excluding interest, taxes, brokerage fees, commissions
and extraordinary expenses until December 31, 1999, to the extent that such
expenses exceed the following percentages of average annual net assets:

<TABLE>
<CAPTION>
Class A Class B Class C
- - ------- -------- --------
<S> <C> <C>
1.25% 2.00% 2.00%
</TABLE>

Phoenix Equity Planning Corporation ("PEPCO"), an indirect, majority-owned
subsidiary of PHL, serves as the national distributor of the Trust's shares.
PEPCO has advised the Trust that it retained net selling commissions of $127,483
for Class A shares, and deferred sales charges of $163,057 for Class B shares
and $18,624 for Class C shares for the year ended August 31, 1999. In addition,
each Fund pays PEPCO a distribution fee at an annual rate of 0.25% for Class A
shares, 1.00% for Class B shares and 1.00% for Class C shares applied to the
average daily net assets of the Fund. The Distributor has advised the Trust that
of the total amount expensed for the year ended August 31, 1999, $1,233,624 was
retained by the Distributor, $374,105 was paid to unaffiliated participants, and
$62,357 was paid to W.S. Griffith, an indirect subsidiary of PHL.

As Financial Agent of the Trust, PEPCO receives a financial agent fee equal to
the sum of (1) the documented cost of fund accounting

24
<PAGE>
PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999 (CONTINUED)

and related services provided by PFPC Inc. (subagent to PEPCO), plus (2) the
documented cost to PEPCO to provide financial reporting, tax services and
oversight of the subagent's performance. The current fee schedule of PFPC Inc.
ranges from 0.085% to 0.0125% of the average daily net asset values of each
Fund. Certain minimum fees and fee waivers may apply.

PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended August 31, 1999, transfer
agent fees were $439,244 of which PEPCO retained $144,295 which is net of the
fees paid to State Street.
At August 31, 1999, PHL and affiliates held Trust shares which aggregated the
following:

<TABLE>
<CAPTION>
Aggregate Net
Shares Asset Value
--------- -------------
<S> <C> <C>
Core Equity Fund-Class A............ 1,467,238 $18,149,738
</TABLE>

3. PURCHASE AND SALE OF SECURITIES

Purchases and sales of securities during the year ended August 31, 1999
(excluding U.S. Government and agency securities and short-term securities)
aggregated the following:

<TABLE>
<CAPTION>
Purchases Sales
------------ ------------
<S> <C> <C>
Core Equity Fund.................... $ 51,539,127 $ 40,584,750
Growth & Income Fund................ 375,755,149 178,955,663
</TABLE>

There were no purchases or sales of long-term U.S. Government and agency
securities during the year ended August 31, 1999.

Written option activity for the year ended August 31, 1999, for Growth &
Income Fund aggregated the following:

<TABLE>
<CAPTION>
Call Options
---------------------
Number of Amount of
Options Premium
--------- ---------
<S> <C> <C>
Options outstanding at August 31,
1998................................ -- $ --
Options written....................... 1,687 277,026
Options canceled in closing purchase
transactions........................ (345) (42,932)
Options expired....................... (872) (169,656)
Options exercised..................... (470) (64,438)
----- ---------
Options outstanding at August 31,
1999................................ -- $ --
===== =========
</TABLE>

4. CREDIT RISK

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

5. RECLASS OF CAPITAL ACCOUNTS

In accordance with accounting pronouncements, the Funds have recorded
reclassifications in the capital accounts. These reclassifications have no
impact on the net asset value of each of the series and are designed generally
to present undistributed income and realized gains on a tax basis which is
considered to be more informative to the shareholder. As of August 31, 1999,
each Fund recorded the following reclassifications to increase (decrease) the
accounts listed below:

<TABLE>
<CAPTION>
Capital paid
Undistributed Accumulated in on shares
net investment net realized of beneficial
income gain (loss) interest
-------------- ------------ -------------
<S> <C> <C> <C>
Core Equity Fund..... $48,463 $(57,754) $9,291
Growth & Income
Fund............... 5,052 -- (5,052)
</TABLE>

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

25
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

[LOGO]

To the Trustees and Shareholders of
Phoenix Equity Series Fund:

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments (except for bond ratings), and the
related statements of operations and of changes in net assets, and the financial
highlights present fairly, in all material respects, the financial position of
the Phoenix-Duff & Phelps Core Equity Fund and the Phoenix-Oakhurst Growth &
Income Fund (constituting the Phoenix Equity Series Fund, hereinafter referred
to as the "Fund") at August 31, 1999, the results of each of their operations,
the changes in each of their net assets and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
August 31, 1999 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
October 8, 1999

<PAGE>

PHOENIX EQUITY SERIES FUND

PART C--OTHER INFORMATION

Item 23. Exhibits

<TABLE>
<S> <C>
a.1 Declaration of Trust of the Registrant filed as Exhibit 1.1 via EDGAR with Pre-Effective Amendment No. 1
on August 22, 1997 and incorporated herein by reference.

a.2 Amendment to Declaration of Trust change names of the series to "Phoenix-Duff & Phelps Core Equity
Fund" and "Phoenix-Oakhurst Growth & Income Fund" filed via EDGAR with Post-Effective Amendment
No. 3 on December 30, 1998 and incorporated herein by reference.

b. None.

c. Reference is hereby made to Article IV of Registrant's Declaration of Trust.

d.1 Investment Advisory Agreement between Registrant and Duff & Phelps Investment Management Co., Inc.
dated September 25, 1997 filed as Exhibit 5.1 via EDGAR with Pre-Effective Amendment No. 3 on
September 25, 1997 and incorporated herein by reference.

d.2 Investment Advisory Agreement between Registrant and Phoenix Investment Counsel, Inc. dated
September 25, 1997 filed as Exhibit 5.2 via EDGAR with Pre-Effective Amendment No. 3 on September
25, 1997 and incorporated herein by reference.

e.1 Underwriting Agreement between Registrant and Phoenix Equity Planning Corporation dated November 19,
1997 filed as Exhibit 6.1 via EDGAR with Post-Effective Amendment No. 1 on May 20, 1998 and
incorporated herein by reference.

e.2 Form of Sales Agreement between Phoenix Equity Planning Corporation and dealers filed as Exhibit 6.2
via EDGAR with Post-Effective Amendment No. 1 on May 20, 1998 and incorporated herein by reference.

e.3 Form of Supplement to Phoenix Family of Funds Sales Agreement filed as Exhibit 6.3 via EDGAR with
Post-Effective Amendment No. 1 on May 20, 1998 and incorporated herein by reference.

e.4 Form of Financial Institution Sales Contract for the Phoenix Family of Funds filed via EDGAR with Post-
Effective Amendment No. 1 on May 20, 1998 and incorporated herein by reference.

f. None.

g.1 Master Custodian Contract between Registrant and State Street Bank and Trust Company dated May 1,
1997 filed as Exhibit 8.1 via EDGAR with Pre-Effective Amendment No. 3 on September 25, 1997 and
incorporated herein by reference.

h.1 Transfer Agency and Service Agreement between Registrant and Equity Planning Corporation filed as
Exhibit 9.1 via EDGAR with Pre-Effective Amendment No. 1 on August 22, 1997 and incorporated herein
by reference.

h.2 Sub-Transfer Agency Agreement between Registrant and Phoenix Equity Planning Corporation dated June
1, 1994 filed as Exhibit 9.2 via EDGAR with Post-Effective Amendment No. 1 on May 20, 1998 and
incorporated herein by reference.

h.3 Amended and Restated Financial Agent Agreement between Registrant and Phoenix Equity Planning
Corporation dated November 19, 1997 filed as Exhibit 9.3 via EDGAR with Post-Effective Amendment No.
1 on May 20, 1998 and incorporated herein by reference.

h.4 First Amendment to the Amended and Restated Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation effective as of February 27, 1998 filed as Exhibit 9.4 via EDGAR
with Post-Effective Amendment No. 1 on May 20, 1998 and incorporated herein by reference.

h.5 Second Amendment to Amended and Restated Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation dated July 31, 1998 filed via EDGAR with Post-Effective
Amendment No. 2 on October 30, 1998 and incorporated herein by reference.

i. Opinion and Consent of Counsel as to the legality of the shares filed via Edgar as Exhibit 10 with Pre-
Effective Amendment No. 2 on September 23, 1997 and incorporated herein by reference.

j.* Consent of Independent Accountants filed via EDGAR herewith.

k. Not applicable.
</TABLE>

C-1
<PAGE>

<TABLE>
<S> <C>
l. Initial Capital Agreement filed as Exhibit 13 via EDGAR with Pre-Effective Amendment No. 2 on
September 23, 1997 and incorporated herein by reference.

m.1 Amended and Restated Distribution Plan for Class A Shares filed as Exhibit 15.1 via EDGAR with Post-
Effective Amendment No. 1 on May 20, 1998 and incorporated herein by reference.

m.2 Amended and Restated Distribution Plan for Class B Shares filed as Exhibit 15.2 via EDGAR with Post-
Effective Amendment No. 1 on May 20, 1998 and incorporated herein by reference.

m.3 Amended and Restated Distribution Plan for Class C Shares filed as Exhibit 15.3 via EDGAR with Post-
Effective Amendment No. 1 on May 20, 1998 and incorporated herein by reference.

n. Financial Data Schedules.

o.1 Amended and Restated Plan pursuant to Rule 18f-3 filed as Exhibit 18 via EDGAR with Post-Effective
Amendment No. 1 on May 20, 1998 and incorporated herein by reference.

o.2 First Amendment to Amended and Restated Plan pursuant to Rule 18f-3 effective August 26, 1998 filed
via EDGAR with Post-Effective Amendment No. 2 on October 30, 1998 and incorporated herein by
reference.

p.1 Powers of Attorney for Messrs. Chesek, Conway, Dalzell-Payne, Jeffries, Keith, Morris, Oates, Pedersen,
Roth, Segerson and Wiecker and Ms. Curtiss filed via EDGAR with Post-Effective Amendment No. 3 on
December 30, 1998 and incorporated herein by reference.
</TABLE>

- -----------
*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 Agreements
between the Registrant and its Advisers provide 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 Agreements
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 Funds" in the Prospectus and "The Investment
Advisers" and "Management of the Trust" in the Statement of Additional
Information which is included in this Post-Effective Amendment. For information
as to the business, profession, vocation or employment of a substantial nature
of directors and officers of the Advisers, reference is made to the Advisers'
current Form ADV (SEC File Nos. 801-14813 (DPIM) and 801-5995 (PIC)) filed
under the Investment Advisers Act of 1940, and incorporated herein by
reference.

Item 27. Principal Distributor

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

Phoenix-Aberdeen Series Fund, Phoenix-Aberdeen Worldwide Opportunities
Fund, Phoenix Duff & Phelps Institutional Mutual Funds, Phoenix-Engemann
Funds, Phoenix-Euclid Funds, Phoenix-Goodwin California Tax Exempt Bonds,
Inc., Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.,
Phoenix-Goodwin Multi-Sector Short Term Bond Fund, 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,

C-2
<PAGE>

Phoenix Home Life Variable Accumulation Account, Phoenix Home Life
Variable Universal Life Account, Phoenix Life and Annuity Variable
Universal Life Account, PHL Variable Accumulation Account and PHL Variable
Separate Account MVA1.

(b) Directors and executive officers of Phoenix Equity Planning Corporation
are as follows:

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Distributor with Registrant
- ---------------- ---------------- ---------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480

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

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

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

Leonard J. Saltiel Managing Director, Vice President
56 Prospect Street Operations and Service
P.O. Box 150480
Hartford, CT 06115-0480

G. Jeffrey Bohne Vice President, Secretary
101 Munson Street Mutual Fund
P.O. Box 810 Customer Service
Greenfield, MA 01302-0810

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

Thomas N. Steenburg Vice President, None
55 East Monroe St. Counsel and Secretary
Suite 3600
Chicago, IL 60603

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

(c) To the best of the Registrant's knowledge, no commissions or other
compensation was received by any 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.

C-3
<PAGE>

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 101
Munson Street, P.O. Box 810, Greenfield, MA 01302-0810, or its investment
advisers, Duff & Phelps Investment Management Co., Inc., 55 East Monroe Street,
Suite 3600, Chicago, Illinois 60603 and Phoenix Investment Counsel, Inc., 56
Prospect Street, Hartford, Connecticut 06115, or the custodian, State Street
Bank and Trust Company, 1 Heritage Drive, P2N, North Quincy, MA 02171. 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 06083.

Item 29. Management Services

None.

Item 30. Undertakings

None.

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this registration statement under Rule 485(b)
of the Securities Act and has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, duly authorized, in
the City of Hartford, and State of Connecticut on the 21st day of December,
1999.

PHOENIX EQUITY 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 person in
the capacity indicated, on this 21st day of December, 1999.

<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
Trustee
- ----------------------------
Robert Chesek*
Trustee
- ----------------------------
E. Virgil Conway*

/s/ Nancy G. Curtiss Treasurer (Principal Financial
- ---------------------------- and Accounting Officer)
Nancy G. Curtiss

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

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

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

/s/ Philip R. McLoughlin President and Trustee (Principal
- ---------------------------- Executive Officer)
Philip R. McLoughlin

Trustee
- ----------------------------
Everett L. Morris*
Trustee
- ----------------------------
James M. Oates*

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

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

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

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

By /s/ Philip R. McLoughlin
--------------------------
</TABLE>

* Philip R. McLoughlin pursuant to powers of attorney filed previously.

S-1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No.4 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated October 8, 1999, relating to the financial
statements and financial highlights appearing in the August 31, 1999 Annual
Report to Shareholders of the Phoenix Equity Series Fund, which is also
incorporated by reference into the Registration Statement. We also consent to
the reference to us under the heading "Financial Highlights" in the Prospectus
and under the heading "Other Information - Independent Accountants" in the
Statement of Additional Information.

PricewaterhouseCoopers LLP
Boston, Massachusetts
December 16, 1999