PHOENIX EQUITY SERIES FUND, 485BPOS, 2000-12-15

PHOENIX EQUITY SERIES FUND
485BPOS, 2000-12-15

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As filed with the Securities and Exchange Commission on December 15, 2000.
Registration Nos. 333-29043
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. 6 [X]

AND/OR
REGISTRATION STATEMENT
UNDER THE

INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 10 [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)

[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) 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 post- effective amendment.

Phoenix Equity Series Fund, a Delaware business trust (the "Registrant") is the
successor issuer to Phoenix Equity Series Fund, a Massachusetts business trust
(the "Predecessor"). This Post-Effective Amendment has been filed for the
purpose of adopting under the Securities Act of 1933, the Securities Exchange
Act of 1934 and the Investment Company Act of 1940 the Registration Statement on
Form N-1A (nos 333-29043 and 811-8245) of the Predecessor pursuant to the
provisions of Rule 414 under the Securities Act of 1933. In accordance with the
provisions of paragraph (d) of Rule 414, this Registration Statement also
revises and sets forth additional information arising in connection with
Registrant's change of domicile.

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

PHOENIX 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,
and Related Risks....................................... Investment Risk and Return Summary
5. Management's Discussion of Fund Performance.............. Performance Tables
6. Management, Organization, and Capital Structure.......... Management of the Fund
7. Shareholder Information.................................. Pricing of Fund Shares; Sales Charges; Your
Account; How to Buy Shares; How to Sell Shares;
Things to Know When Selling Shares; Account
Policies; Investor Services; Tax Status of Distributions
8. Distribution Arrangements................................ Sales Charges
9. Financial Highlights Information......................... Financial Highlights

PART B
INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION

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

10. Cover Page and Table of Contents......................... Cover Page, Table of Contents
11. Fund History............................................. The Fund
12. Description of the Fund and Its Investment Risks......... Investment Techniques and Risks; Investment
Restrictions
13. Management of the Fund................................... Management of the 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; Redemption of Shares; Tax
Sheltered Retirement Plans
19. Taxation of the Fund..................................... Dividends, Distributions and Taxes
20. Underwriters............................................. The Distributor
21. Calculation of Performance Data.......................... Performance Information
22. Financial Statements..................................... Financial Statements
</TABLE>

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

<PAGE>

Phoenix Investment Partners

Prospectus

December 15, 2000

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

Phoenix-Duff & Phelps
Core Equity Fund

-------- Oakhurst

Phoenix-Oakhurst
Growth & Income Fund

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

This prospectus contains important
information you should know before
investing in Phoenix-Duff & Phelps Core
Equity Fund and Phoenix-Oakhurst Growth &
Income Fund. Please read it carefully and
retain it for future reference.
[logo] PHOENIX
INVESTMENT PARTNERS

<PAGE>
TABLE OF CONTENTS
--------------------------------------------------------------------------------

Phoenix-Duff & Phelps Core Equity Fund
Investment Risk and Return Summary................ 1
Fund Expenses..................................... 3
Management of the Fund............................ 4
Phoenix-Oakhurst Growth & Income Fund
Investment Risk and Return Summary................ 6
Fund Expenses..................................... 9
Management of the Fund............................ 10
Additional Investment Techniques....................... 12
Pricing of Fund Shares................................. 13
Sales Charges.......................................... 14
Your Account........................................... 16
How to Buy Shares...................................... 18
How to Sell Shares..................................... 18
Things You Should Know When Selling Shares............. 19
Account Policies....................................... 20
Investor Services...................................... 22
Tax Status of Distributions............................ 22
Financial Highlights................................... 23
Additional Information................................. 29

[triangle] 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, 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.

Please see "Additional Investment Techniques" for other investment techniques of
the fund.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

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

GENERAL

The value of the fund's investments that supports your share value can decrease
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.

Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.

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

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.

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 changes in
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.

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN(%)
1998 18.35
1999 8.16

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the period shown in the chart
above, the highest return for a quarter was 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, 2000) was -2.85%.

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

Average Annual Total Returns(1)
(for the periods ending 12/31/99) One Year Life of the Fund(2)
--------------------------------------------------------------------------------
Class A Shares 1.94% 10.94%
--------------------------------------------------------------------------------
Class B Shares 3.41% 11.90%
--------------------------------------------------------------------------------
Class C Shares 7.32% 13.03%
--------------------------------------------------------------------------------
S&P 500 Composite Stock Price Index(3) 21.14% 23.37%

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

(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 Composite Stock Price Index is a measure of stock market total
return performance. The Index's performance does not reflect sales charges.

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

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

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

CLASS A CLASS B 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) 5.75% None None

Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(b) 1%(c)

Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None None

Redemption Fee None None None

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

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

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 0.64% 0.64% 0.64%
---- ---- ----

TOTAL ANNUAL FUND OPERATING EXPENSES(a) 1.64% 2.39% 2.39%
==== ==== ====
</TABLE>

(a) The fund's investment adviser has agreed to reimburse through December 31,
2001 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:

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

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

CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class A $732 $1,063 $1,415 $2,407
--------------------------------------------------------------------------------
Class B $642 $945 $1,275 $2,540
--------------------------------------------------------------------------------
Class C $342 $745 $1,275 $2,726

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

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

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

CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class B $242 $745 $1,275 $2,540
--------------------------------------------------------------------------------
Class C $242 $745 $1,275 $2,726

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

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 seven
mutual funds and as adviser to institutional clients. As of September 30, 2000,
Duff & Phelps had approximately $8.1 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:

--------------------------------------------------------------------------------
$1+ billion
$1st billion through $2 billion $2+ billion
--------------------------------------------------------------------------------

Management Fee 0.75% 0.70% 0.65%
--------------------------------------------------------------------------------

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

The adviser has voluntarily agreed to assume total fund operating expenses,
excluding interest, taxes, brokerage fees, commissions and extraordinary
expenses, until December 31, 2001, to the extent that such expenses exceed the
following percentages of the average annual net asset values for the fund:

--------------------------------------------------------------------------------
Class A Class B Class C
Shares Shares Shares
--------------------------------------------------------------------------------
Phoenix-Duff & Phelps 1.25% 2.00% 2.00%
Core Equity Fund
--------------------------------------------------------------------------------

During the fund's last fiscal year, the fund paid total management fees of
$297,630. The ratio of management fees to average net assets for the fiscal year
ended August 31, 2000 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 fund. 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.

Phoenix-Duff & Phelps Core Equity Fund 5
<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.

Please see "Additional Investment Techniques" for other investment techniques of
the fund.

RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

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

GENERAL

Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than

6 Phoenix-Oakhurst Growth & Income Fund
<PAGE>

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

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.

Phoenix-Oakhurst Growth & Income Fund 7
<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 changes in 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.

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN(%)
1998 30.87
1999 18.70

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the period shown in the chart
above, the highest return for a quarter was 22.52% (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, 2000) was -0.19%.

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

Average Annual Total Returns(1)
(for the periods ending 12/31/99) One Year Life of the Fund(2)
--------------------------------------------------------------------------------
Class A Shares 11.87% 20.77%
--------------------------------------------------------------------------------
Class B Shares 13.79% 21.99%
--------------------------------------------------------------------------------
Class C Shares 17.78% 23.03%
--------------------------------------------------------------------------------
S&P 500 Composite Stock Price Index(3) 21.14% 23.37%

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

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

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

8 Phoenix-Oakhurst Growth & Income Fund
<PAGE>

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

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

CLASS A CLASS B 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) 5.75% None None

Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(b) 1%(c)

Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None None

Redemption Fee None None None

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

CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
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 0.30% 0.30% 0.30%
---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES(a) 1.30% 2.05% 2.05%
==== ==== ====

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

(a) The fund's investment adviser has agreed to reimburse through December 31,
2001 the Phoenix-Oakhurst Growth & 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 1.25% for Class A Shares, 2.00% for Class B
Shares, and 2.00% for Class C Shares.

EXAMPLE

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

Phoenix-Oakhurst Growth & Income Fund 9
<PAGE>

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

CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class A $700 $963 $1,247 $2,053
--------------------------------------------------------------------------------
Class B $608 $843 $1,103 $2,187
--------------------------------------------------------------------------------
Class C $308 $643 $1,103 $2,379

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

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

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

CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class B $208 $643 $1,103 $2,187
--------------------------------------------------------------------------------
Class C $208 $643 $1,103 $2,379

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

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 fund companies totaling 37 mutual funds, as
subadviser to two fund companies totaling three mutual funds and as adviser to
institutional clients. As of September 30, 2000, Phoenix had $26.5 billion in
assets under management. 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:

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

$1+ billion
$1st billion through $2 billion $2+ billion
--------------------------------------------------------------------------------

Management Fee 0.75% 0.70% 0.65%
--------------------------------------------------------------------------------

10 Phoenix-Oakhurst Growth & Income Fund
<PAGE>

--------------------------------------------------------------------------------
Class A Class B Class C
Shares Shares Shares
--------------------------------------------------------------------------------
Phoenix-Oakhurst Growth 1.25% 2.00% 2.00%
Income Fund
--------------------------------------------------------------------------------

During the funds' last fiscal year, the fund paid total management fees of
$3,483,315. The ratio of management fees to average net assets for the fiscal
year ended August 31, 2000 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
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 the
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 in June 1997.

Phoenix-Oakhurst Growth & Income Fund 11
<PAGE>

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

In addition to the Principal Investment Strategies and Risks Related to
Principal Investment Strategies, 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:

BORROWING

Each fund may obtain fixed interest rate loans and may invest the loan proceeds
in other assets. 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.

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.

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. Futures and
options involve market risk in excess of their value and may not be as liquid as
other securities.

FOREIGN INVESTING

The funds may invest in securities of foreign (non-U.S.) issuers. Investments in
non-U.S. securities 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 all of which 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.

ILLIQUID SECURITIES

The funds may invest in illiquid securities. Illiquid and restricted securities
may be difficult to sell or may be sold only pursuant to certain legal
restrictions. Difficulty in selling securities may result in a loss to the fund
or entail expenses not normally associated with the sale of a security.

12 Phoenix Equity Series Fund
<PAGE>

MUTUAL FUND INVESTING

The funds may invest 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.

SECURITIES LENDING

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

SHORT-TERM INVESTMENTS

The portfolios may invest in short-term instruments, including instruments that
are not U.S. Government securities. Such short-term instruments are high grade
short-term securities such as commercial paper, drafts, municipal notes,
bankers' acceptances, and certificates of deposit.

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 funds.

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

Asset Value: The funds' investments are valued at market value. If market
quotations are not available, 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

Phoenix Equity Series Fund 13
<PAGE>

remaining maturity of sixty days or less are valued at amortized cost, which the
Trustees have determined approximates market value.

Liabilities: Class specific expenses, distribution fees, service fees and other
liabilities are deducted from the assets of each class. Expenses and liabilities
that are not class specific (such as management fees) are allocated to each
class in proportion to each class' net assets, except 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' 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.

14 Phoenix Equity Series Fund

<PAGE>

WHAT ARRANGEMENT IS BEST FOR YOU?

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

CLASS A SHARES. If you purchase Class A Shares, you will pay a sales charge at
the time of purchase equal to 5.75% of the offering price (6.10% of the amount
invested). The sales charge may be reduced or waived under certain conditions.
See "Initial Sales Charge Alternative--Class A Shares" below. 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 five
years after they are purchased, you will pay a sales charge of up to 5% of your
shares' value. See "Deferred Sales Charge Alternative--Class B and Class C
Shares" below. This charge declines to 0% over a period of five years and may be
waived under certain conditions. Class B Shares have higher distribution and
service fees (1.00%) and pay lower dividends than Class A Shares. Class B Shares
automatically convert to Class A Shares eight years after purchase. 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 Class 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 gain distributions are not subject
to any sales charges. The sales charge is divided between your investment dealer
and the fund's underwriter (Phoenix Equity Planning Corporation or "PEPCO").

Phoenix Equity Series Fund 15
<PAGE>

SALES CHARGE YOU MAY PAY TO PURCHASE CLASS A SHARES

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

DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B AND CLASS C SHARES

Class B and Class 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 gain distributions. To minimize the sales charge,
shares not subject to any charge will be redeemed first, followed by shares held
the longest time. To calculate the 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

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

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS C SHARES

YEAR 1 2+
--------------------------------------------------------------------------------
CDSC 1% 0%

YOUR ACCOUNT
--------------------------------------------------------------------------------

OPENING AN ACCOUNT

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

16 Phoenix Equity Series Fund
<PAGE>

STEP 1.

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

Minimum INITIAL investments:

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

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

o $500 for all other accounts.

Minimum ADDITIONAL investments:

o $25 for any account.

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

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

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 gain 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 17
<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 and may set
different minimum investments or limitations on buying shares.
----------------------------------------------------------------------------------------------------------------
Through the mail Complete a New Account Application and send it with a check payable to
the fund. Mail them to: State Street Bank, P.O. Box 8301, Boston, MA
02266-8301.
----------------------------------------------------------------------------------------------------------------
Through express delivery Complete a New Account Application and send it with a check payable to
the fund. Send them to: Boston Financial Data Services, Attn: Phoenix Funds,
66 Brooks Drive, Braintree, MA 02184.
----------------------------------------------------------------------------------------------------------------
By Federal Funds wire Call us at (800) 243-1574 (press 1, then 0).
----------------------------------------------------------------------------------------------------------------
By Investo-Matic Complete the appropriate section on the application and send it with your
initial investment payable to the fund. Mail them to: State Street Bank,
P.O. Box 8301, Boston, MA 02266-8301.
----------------------------------------------------------------------------------------------------------------
By telephone exchange Call us at (800) 243-1574 (press 1, then 0).
----------------------------------------------------------------------------------------------------------------
</TABLE>

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

You have the right to have the 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 Class 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.

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

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

You may realize a taxable gain or loss (for federal income tax purposes) if you
redeem shares of 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.

Phoenix Equity Series Fund 19
<PAGE>

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

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

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

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

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

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

SELLING SHARES BY TELEPHONE

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

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

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

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

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

ACCOUNT REINSTATEMENT PRIVILEGE

For 180 days after you sell your Class A, Class B, or Class 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 and Class C 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.

20 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 of the fund into which you want to exchange
before deciding to make an exchange. You can obtain a prospectus from your
financial advisor or by calling us at (800) 243-4361 or accessing our Web site
at www.phoenixinvestments.com.

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

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

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

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

o Because excessive trading can hurt fund performance and harm other
shareholders, the funds reserves the right to temporarily or
permanently end exchange privileges or reject an order from anyone
who appears to be attempting to time the market, including investors
who request more than one exchange in any 30-day period. The 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 (800) 243-4361.

Phoenix Equity Series Fund 21
<PAGE>

INVESTOR SERVICES
--------------------------------------------------------------------------------

INVESTO-MATIC is a systematic investment plan that allows you to have a
specified amount automatically deducted from your checking or savings account
and then deposited into your mutual fund account. Just complete the
Investo-Matic Section on the application and include a voided check.

SYSTEMATIC EXCHANGE allows you to automatically move money from one Phoenix Fund
to another on a monthly, quarterly, semiannual or annual basis. Shares of one
Phoenix Fund will be exchanged for shares of the same class of another fund at
the interval you select. To sign up, just complete the Systematic Exchange
Section on the application. Exchange privileges may not be available for all
Phoenix Funds, and may be rejected or suspended.

TELEPHONE EXCHANGE lets you exchange shares of one fund for the same class of
shares in another fund, using our customer service telephone service. See the
Telephone Exchange Section on the application. Exchange privileges may not be
available for all Phoenix Funds, and may be rejected or suspended.

SYSTEMATIC WITHDRAWAL PROGRAM allows you to periodically redeem a portion of
your account on a predetermined monthly, quarterly, semiannual, or annual basis.
Sufficient shares will be redeemed on the 15th of the month at the closing net
asset value so that the payment is made about the 20th of the month. The program
also provides for redemptions on or about the 10th, 15th, or 25th with proceeds
directed through Automated Clearing House (ACH) to your bank. The minimum
withdrawal is $25.00, 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 the fund as capital gain
distributions, are taxable to shareholders as long-term capital gain
distributions regardless of the length of time you have owned your shares.

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

22 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
----------------------------------------
FROM
INCEPTION
YEARS ENDED AUGUST 31, 9/25/97 TO
2000 1999 8/31/98
---- ---- -------

<S> <C> <C> <C>
Net asset value, beginning of period $12.37 $9.87 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.02) 0.01 --
Net realized and unrealized gain (loss) 1.08 2.57 (0.09)
---- ---- -----
TOTAL FROM INVESTMENT OPERATIONS 1.06 2.58 (0.09)
---- ---- -----
LESS DISTRIBUTIONS
Dividends from net realized gains (0.31) (0.08) --
In excess of net investment income -- -- (0.04)
---- ---- -----
TOTAL DISTRIBUTIONS (0.31) (0.08) (0.04)
----- ----- -----
Change in net asset value 0.75 2.50 (0.13)
----- ----- -----
NET ASSET VALUE, END OF PERIOD $13.12 $12.37 $9.87
====== ====== =====
Total return(2) 8.70% 26.12% (0.93)%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $27,840 $41,272 $22,683
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) 1.25% 1.25% 1.25%(5)
Net investment income (loss) (0.19)% 0.06% 0.02%(5)
Portfolio turnover 81% 82% 83%(4)
</TABLE>

-------------------------------
(1) Computed using average shares outstanding.

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

(3)If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.64%, 1.43%
and 2.95% for the periods ended August 31, 2000, 1999 and 1998, respectively.

(4) Not annualized.

(5) Annualized.

Phoenix Equity Series Fund 23
<PAGE>

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

PHOENIX-DUFF & PHELPS CORE EQUITY FUND

<TABLE>
<CAPTION>
CLASS B
----------------------------------------
FROM
INCEPTION
YEARS ENDED AUGUST 31, 9/25/97 TO
2000 1999 8/31/98
---- ---- -------

<S> <C> <C> <C>
Net asset value, beginning of period $12.20 $9.81 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.12) (0.08) (0.08)
Net realized and unrealized gain (loss) 1.08 2.55 (0.08)
---- ---- -----
TOTAL FROM INVESTMENT OPERATIONS 0.96 2.47 (0.16)
---- ---- -----
LESS DISTRIBUTIONS
Dividends from net realized gains (0.31) (0.08) --
In excess of net investment income -- -- (0.03)
---- ---- -----
TOTAL DISTRIBUTIONS (0.31) (0.08) (0.03)
---- ---- -----
Change in net asset value 0.65 2.39 (0.19)
---- ---- -----
NET ASSET VALUE, END OF PERIOD $12.85 $12.20 $9.81
====== ====== =====
Total return(2) 7.99% 25.16% (1.61)%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $6,113 $9,333 $6,801
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) 2.00% 2.00% 2.00%(5)
Net investment income (loss) (0.93)% (0.69)% (0.73)%(5)
Portfolio turnover 81% 82% 83%(4)
</TABLE>

-------------------------------
(1) Computed using average shares outstanding.

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

(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.39%, 2.18%
and 3.70% for the periods ended August 31, 2000, 1999 and 1998, respectively.

(4) Not annualized.

(5) Annualized.

24 Phoenix Equity Series Fund
<PAGE>

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

PHOENIX-DUFF & PHELPS CORE EQUITY FUND

<TABLE>
<CAPTION>
CLASS C
----------------------------------------
FROM
INCEPTION
YEARS ENDED AUGUST 31, 9/25/97 TO
2000 1999 8/31/98
---- ---- -------

<S> <C> <C> <C>
Net asset value, beginning of period $12.21 $9.82 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.12) (0.08) (0.08)
Net realized and unrealized gain (loss) 1.07 2.55 (0.07)
---- ---- -----
TOTAL FROM INVESTMENT OPERATIONS 0.95 2.47 (0.15)
---- ---- -----
LESS DISTRIBUTIONS
Dividends from net realized gains (0.31) (0.08) --
In excess of net investment income -- -- (0.03)
---- ---- -----
TOTAL DISTRIBUTIONS (0.31) (0.08) (0.03)
---- ---- -----
Change in net asset value 0.64 2.39 (0.18)
---- ---- -----
NET ASSET VALUE, END OF PERIOD $12.85 $12.21 $9.82
====== ====== =====
Total return(2) 7.90% 25.13% (1.52)%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,595 $2,491 $2,514
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) 2.00% 2.00% 2.00%(5)
Net investment income (loss) (0.93)% (0.70)% (0.73)%(5)
Portfolio turnover 81% 82% 83%(4)
</TABLE>

-----------------------------
(1) Computed using average shares outstanding.

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

(4) Not annualized.

(5) Annualized.

Phoenix Equity Series Fund 25
<PAGE>

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

PHOENIX-OAKHURST GROWTH & Income Fund

<TABLE>
<CAPTION>
CLASS A
-----------------------------------------
FROM
INCEPTION
YEARS ENDED AUGUST 31, 9/25/97 TO
2000 1999 8/31/98
---- ---- -------

<S> <C> <C> <C>
Net asset value, beginning of period $14.61 $10.47 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.02 0.06 0.06
Net realized and unrealized gain (loss) 2.42 4.19 0.48
---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 2.44 4.25 0.54
---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment income (0.02) (0.02) (0.04)
---- ---- ----
Dividends from net realized gains (0.18) (0.09) (0.03)
---- ---- ----
TOTAL DISTRIBUTIONS (0.20) (0.11) (0.07)
---- ---- ----
Change in net asset value 2.24 4.14 0.47
---- ---- ----
NET ASSET VALUE, END OF PERIOD $16.85 $14.61 $10.47
====== ====== ======
Total return(2) 16.83% 40.72% 5.39%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $294,416 $209,210 $76,399
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) 1.25% 1.22%(6) 1.25%(5)
Net investment income (loss) 0.13% 0.43% 0.57%(5)
Portfolio turnover 55% 71% 106%(4)
</TABLE>

------------------------------
(1) Computed using average shares outstanding.

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

(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.30%, 1.33%
and 1.88% for the periods ended August 31, 2000, 1999 and 1998, respectively.

(4) Not annualized.

(5) Annualized.

(6) 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>

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

PHOENIX-OAKHURST GROWTH & INCOME FUND

<TABLE>
<CAPTION>
CLASS B
----------------------------------------------
FROM
INCEPTION
YEARS ENDED AUGUST 31, 9/25/97 TO
2000 1999 8/31/98
---- ---- -------

<S> <C> <C> <C>
Net asset value, beginning of period $14.43 $10.40 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.10) (0.04) (0.02)
Net realized and unrealized gain (loss) 2.39 4.16 0.48
---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 2.29 4.12 0.46
---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment income -- -- (0.03)
Dividends from net realized gains (0.18) (0.09) (0.03)
----- ----- -----
TOTAL DISTRIBUTIONS (0.18) (0.09) (0.06)
----- ----- -----
Change in net asset value 2.11 4.03 0.40
----- ----- ----
NET ASSET VALUE, END OF PERIOD $16.54 $14.43 $10.40
====== ====== ======
Total return(2) 15.99% 39.72% 4.59%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $147,846 $109,461 $31,902
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) 2.00% 1.96%(6) 2.00%(5)
Net investment income (loss) (0.62)% (0.32)% (0.19)%(5)
Portfolio turnover 55% 71% 106%(4)
</TABLE>

-----------------------------
(1) Computed using average shares outstanding.

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

(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.05%, 2.08%
and 2.63% for the periods ended August 31, 2000, 1999 and 1998, respectively.

(4) Not annualized.

(5) Annualized.

(6) 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.

Phoenix Equity Series Fund 27
<PAGE>

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

PHOENIX-OAKHURST GROWTH & INCOME FUND

<TABLE>
<CAPTION>
CLASS C
---------------------------------------------------
FROM
INCEPTION
YEARS ENDED AUGUST 31, 9/25/97 TO
2000 1999 8/31/98
---- ---- -------

<S> <C> <C> <C>
Net asset value, beginning of period $14.43 $10.41 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.10) (0.04) (0.02)
Net realized and unrealized gain (loss) 2.40 4.15 0.49
---- ---- ----
TOTAL FROM INVESTMENT OPERATIONS 2.30 4.11 0.47
---- ---- ----
LESS DISTRIBUTIONS
Dividends from net investment income -- -- (0.03)
Dividends from net realized gains (0.18) (0.09) (0.03)
----- ----- -----
TOTAL DISTRIBUTIONS (0.18) (0.09) (0.06)
----- ----- -----
Change in net asset value 2.12 4.02 0.41
---- ---- ----
NET ASSET VALUE, END OF PERIOD $16.55 $14.43 $10.41
====== ====== ======
Total return(2) 16.06% 39.58% 4.67%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $106,272 $59,224 $11,108
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) 2.00% 1.96%(6) 2.00%(5)
Net investment income (loss) (0.62)% (0.33)% (0.18)%(5)
Portfolio turnover 55% 71% 106%(4)
</TABLE>

------------------------------
(1) Computed using average shares outstanding.

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

(4) Not annualized.

(5) Annualized.

28 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 15, 2000 with the Securities and Exchange Commission. The Statement
contains more detailed information about the funds. It is incorporated into this
prospectus by reference and is legally part of the prospectus. You may obtain a
free copy of the Statement:

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

o by writing to its Public Reference Section, Washington, DC 20549
-0102 (a fee may be charged), or

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

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

SHAREHOLDER REPORTS

The funds semiannually mail to shareholders detailed reports containing
information about the funds' investments. The funds' Annual 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, 56 Prospect
Street, P.O. Box 150480, Hartford, Connecticut 06115-0480, 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

<TABLE>
<CAPTION>
<S> <C>
SEC File Nos. 333-29043 and 811-8245 [recycle logo] Printed on recycled paper using soybean ink
</TABLE>

Phoenix Equity Seried Fund 29
<PAGE>

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

[LOGO] PHOENIX
INVESTMENT PARTNERS

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

PXP 2089 (12/00)

<PAGE>
PHOENIX-DUFF & PHELPS CORE EQUITY FUND

PHOENIX-OAKHURST GROWTH & INCOME

101 Munson Street
Greenfield, MA 01301

STATEMENT OF ADDITIONAL INFORMATION
December 15, 2000

This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current prospectus of the
Phoenix Equity Series Fund (the "Trust"), dated December 15, 2000 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 56 Prospect Street, P.O. Box 150480, Hartford, CT
06115-0480.

TABLE OF CONTENTS PAGE

The Trust................................................................. 1
Investment Restrictions................................................... 1
Investment Techniques and Risks........................................... 2
Performance Information................................................... 10
Portfolio Transactions and Brokerage...................................... 11
Services of the Advisers.................................................. 12
Net Asset Value........................................................... 13
How to Buy Shares......................................................... 14
Alternative Purchase Arrangements......................................... 14
Investor Account Services................................................. 17
How to Redeem Shares...................................................... 18
Tax Sheltered Retirement Plans............................................ 19
Dividends, Distributions and Taxes........................................ 20
The Distributor........................................................... 21
Distribution Plans........................................................ 23
Management of the Trust................................................... 23
Other Information......................................................... 29
Appendix.................................................................. 31

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

PXP 2005B (12/00)

<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 and reorganized in December 2000 as a Delaware 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."

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

INVESTMENT RESTRICTIONS

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

The Fund may not:

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

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

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

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

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

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

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

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

1
<PAGE>

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

INVESTMENT TECHNIQUES AND RISKS

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

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.

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 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.

FINANCIAL FUTURES CONTRACTS AND RELATED OPTIONS
Each Fund may enter into financial futures contracts and the 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 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

2
<PAGE>

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. 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 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.

3
<PAGE>

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.

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.

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 SECURITIES
Each Fund may purchase foreign securities, including those issued by foreign
branches of U.S. banks. 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

4
<PAGE>

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 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 Fund's 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.

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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.

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.

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 Fund's 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.

ILLIQUID SECURITIES
Each Fund may invest 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 funds may invest 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 these funds charge. You
will in effect incur a second set of fees on these fund investments.

LENDING PORTFOLIO SECURITIES
In order to increase its return on investments, each Fund may make loans of
its portfolio securities. 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.

LEVERAGE
Each Fund may borrow money subject to its investment restriction for
temporary, extraordinary or emergency purposes. 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.

OPTIONS
The Growth & Income Fund may write covered call options and purchase call and
put options. Options and the related risks are summarized below.

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<PAGE>

Call options written by the 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 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 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 Funds 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.

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 Funds 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

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<PAGE>

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.

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

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<PAGE>

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.

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 Funds 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.

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 in repurchase agreements having maturities of
more than seven days. 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 Fund's 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.

STANDARD & Poor's Depositary Receipts
The Growth & Income Fund may invest 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.

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<PAGE>

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.

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 Class 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, 2000 and since inception September 25, 1997
through August 31, 2000 for Class A Shares was 2.45% and 8.77%, for Class B
Shares was 3.99% and 9.34% and for Class C Shares was 7.90% and 10.19%.
Phoenix-Oakhurst Growth & Income Fund's average annual total return for the
one-year period ended August 31, 2000 and since inception September 25, 1997
through August 31, 2000 for Class A Shares was 10.11% and 18.17%, for Class B
Shares was 11.99% and 18.95% and for Class C Shares was 16.06% and 19.70%.
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

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<PAGE>

percentage. Calculation of aggregate total return reflects payment of the
Class A Share's maximum sales charge of 5.75% 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 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,

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<PAGE>

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

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

For the fiscal years ended August 31, 1998, 1999 and 2000, brokerage
commission paid by the Trust on portfolio transactions totaled $226,526,
$647,961 and $682,769, respectively. In the fiscal years ended August, 31, 1998
and 1999, no brokerage commission were paid to affiliates. In the fiscal year
ended August 31, 2000, the Trust paid brokerage commissions of $48,210 to PXP
Securities Corp., an affiliate of its Distributor. For the fiscal year ended
August 31, 2000, the amount paid to PXP Securities Corp. was 7.06% of the total
brokerage commission paid by the Trust and was paid on transactions amounting to
13.35% of the aggregate dollar amount of transactions involving the payment of
commissions. Brokerage commissions of $504,812 paid during the fiscal year ended
August 31, 2000, were paid on portfolio transactions aggregating $204,334,830
executed by brokers who provided research and other statistical information.

SERVICES OF THE 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"), which 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 56 Prospect Street, Hartford, Connecticut,
06115.

Phoenix Investment Partners, Ltd. ("PXP") is a publicly-traded, independent
registered advisory firm and has served investors for over 70 years. As of
September 30, 2000, PXP had assets under management of approximately $61.9
billion through its investment partners: Aberdeen Fund Managers, Inc. (Aberdeen)
in Aberdeen, London, Singapore and Fort Lauderdale; Duff & Phelps Investment
Management Co. (Duff & Phelps) in Chicago; Roger Engemann & Associates, Inc.
(Engemann) in Pasadena; Seneca Capital Management LLC (Seneca) in San Francisco,
Phoenix/Zweig Advisers LLC (Zweig) in New York; and Phoenix Investment Counsel,
Inc. (Goodwin, Hollister and Oakhurst divisions) in Hartford, CT, Sarasota, FL,
and Scotts Valley, CA, respectively.

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 Fund's registration statement (but the
Distributor purchases such copies of the Fund's prospectuses and reports and
communications to shareholders as it may require for sales purposes); insurance
expense; association membership dues; brokerage fees; and taxes.

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<PAGE>

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 Trustee's and shareholder's
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 years ended August 31, 1998,
1999 and 2000 amounted to $483,988, $2,297,140 and $3,780,945, respectively.
These fees were paid by each of the Funds as follows:

--------------------------------------------------------------------------------
1998 1999 2000
--------------------------------------------------------------------------------

Core Equity Fund $128,133 $380,849 $297,630
--------------------------------------------------------------------------------
Growth & Income Fund $355,855 $1,916,291 $3,483,315

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

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.

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

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,
President's 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

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<PAGE>

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 Fund's 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 Fund's 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 Class 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.

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. See Class B and Class C Shares--Waiver of Sales Charges.

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<PAGE>

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 Fund's
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
subaccount. Each time any Class B Shares in the shareholder's Trust account
(other than those in the subaccount) convert to Class A, an equal pro rata
portion of the Class B Share dividends in the subaccount will also convert to
Class A Shares.

CLASS 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 Fund's 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

15
<PAGE>

the accounts of their clients; (18) retirement plans and deferred compensation
plans and trusts used to fund those plans (including, for example, plans
qualified or created under sections 401(a), 403(b) or 457 of the Internal
Revenue Code), and "rabbi trusts" that buy shares for their own accounts, in
each case if those purchases are made through a broker or agent or other
financial intermediary that has made special arrangements with the Distributor
for such purchases; (19) 401(k) participants in the Merrill Lynch Daily K Plan
(the "Plan") if the Plan has at least $3 million in assets or 500 or more
eligible employees; (20) clients of investment advisors or financial planners
who buy shares for their own accounts but only if their accounts are linked to a
master account of their investment advisor or financial planner on the books and
records of the broker, agent or financial intermediary with which the
Distributor has made such special arrangements (each of the investors described
in (17) through (20) may be charged a fee by the broker, agent or financial
intermediary for purchasing shares).

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

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

LETTER OF INTENT. If you sign a Letter of Intent, your purchase of any class
of shares of this or any other Affiliated Phoenix Fund (other than
Phoenix-Goodwin Money Market Fund and Phoenix-Zweig Government Cash Fund 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 Class 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 CLASS 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

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<PAGE>

participant hardships, death, disability or normal retirement, and loans
which are subsequently repaid; (e) from the Merrill Lynch Daily K Plan ("Plan")
invested in Class B Shares, in which such shares the Distributor has not paid
the dealer the Class B sales commission; (f) based on the exercise of exchange
privileges among Class B Shares of this or any other Affiliated Phoenix Fund;
(g) based on any direct rollover transfer of shares from an established
Affiliated Phoenix Fund qualified plan into an Affiliated Phoenix Fund IRA by
participants terminating from the qualified plan; and (h) based on the
systematic withdrawal program. If, as described in condition (a) above, an
account is transferred to an account registered in the name of a deceased's
estate, the CDSC will be waived on any redemption from the estate account
occurring within one year of the death. If the Class B Shares are not redeemed
within one year of the death, they will remain subject to the applicable CDSC.

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

INVESTOR ACCOUNT SERVICES

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

Broker/dealers may impose their own restrictions and limits on accounts held
through the broker/dealer. Please consult your broker/dealer for account
restriction and limit information. The Fund and the Distributor reserve the
right to modify or terminate these services upon reasonable notice.

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 except if made in connection with the Systematic Exchange
privilege. Shareholders may exchange shares held in book-entry form for an
equivalent number (value) of the same class of shares of any other Affiliated
Phoenix Fund, if currently offered. Exchanges will be based upon each Fund's net
asset value per share next computed after the close of business on the 10th day
of each month (or next succeeding business day), without sales charge. On
exchanges with share classes that carry a contingent deferred sales charge, the
CDSC schedule of the original shares purchased continues to apply. The exchange
of shares is treated as a sale and purchase for federal income tax purposes (see
also "Dividends, Distributions and Taxes"). Exchange privileges may not be
available for all Phoenix Funds, and may be rejected or suspended.

SYSTEMATIC EXCHANGES. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same class of shares of another Affiliated Phoenix Fund automatically on a
monthly, quarterly, 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.

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

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<PAGE>

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). 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 and Class C 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 and Class C 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 or Class C 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

18
<PAGE>

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

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

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 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 Fund's 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 Fund's current prospectus for more information.

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

19
<PAGE>

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.

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's net capital gains
for the 12-month period ending on October 31 of such calendar year. In addition,
an amount equal to any undistributed investment company taxable income or
capital gain net income from the previous 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 Fund's 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 Fund's 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 capital. In particular, investors should be careful to consider the
tax implications of buying shares just prior to

20
<PAGE>

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.

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 years ended August 31, 1998, 1999 and 2000, purchasers of
shares of the Funds paid aggregate sales charges of $785,324, $1,321,953 and
$1,284,954, of which the Distributor received net commissions of $116,299,
$309,164 and $512,777 for its services, the balance being paid to dealers. For
the fiscal year ended August 31, 2000, the distributor received net commissions
of $92,986 on Class A Shares and deferred sales charges of $419,791 for Class B
and Class C Shares.

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 Fund's 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.

<TABLE>
DEALER CONCESSIONS
Dealers with whom the Distributor has entered into sales agreements receive a discount or commission as set forth below.
<CAPTION>

AMOUNT OF DEALER DISCOUNT
TRANSACTION SALES CHARGE AS PERCENTAGE SALES CHARGE AS PERCENTAGE OF OR AGENCY FEE AS
AT OFFERING PRICE OF OFFERING PRICE AMOUNT INVESTED PERCENTAGE OF OFFERING PRICE
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.25%

$50,000 but under $100,000 4.75 4.99 4.25

$100,000 but under 250,000 3.75 3.90 3.25

$250,000 but under $500,000 2.75 2.83 2.25

$500,000 but under $1,000,000 2.00 2.04 1.75

$1,000,000 or more None None None
</TABLE>

In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares 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
participant's 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.

21
<PAGE>

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 Class 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.

From its own resources or pursuant to the Plan, and subject to the dealer's
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 representative's or dealer's
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.

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.

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

Percentage rates are applied to the aggregate daily net asset values of the
Funds. PFPC, Inc. also charges minimum fees and additional fees for each
additional class of fund shares. Equity Planning retains PFPC, Inc. as subagent
for each of the funds for which Equity Planning serves as 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, 2000, Equity Planning received
$391,386.

22
<PAGE>

DISTRIBUTION PLANS

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

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

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 Fund's 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, 2000 the Funds paid Rule 12b-1 Fees in
the amount of $2,923,542 of which the Distributor received $1,827,507, W.S.
Griffith & Co., an affiliate, received $85,707 and unaffiliated broker-dealers
received $1,010,328. The Rule 12b-1 payments were used for (1) compensation to
dealers, $2,709,058; (2) compensation to sales personnel, $1,838,582; (3)
advertising, $994,885; (4) service costs, $117,593; (5) printing and mailing of
prospectuses to other than current shareholders, $18,240; and (6) other,
$286,250.

On a quarterly basis, the Fund's 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 Fund's 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 Delaware 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.

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

<S> <C> <C>
Robert Chesek (66) Trustee Trustee/Director, Phoenix Funds (1981-present), Phoenix-Aberdeen
49 Old Post Road Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds
Wethersfield, CT 06109 (1996-present) and Phoenix-Seneca Funds (2000-present).

</TABLE>

23
<TABLE>
<CAPTION>

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

<S> <C> <C>
E. Virgil Conway (71) Trustee Chairman, Metropolitan Transportation Authority (1992-present)
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Blackrock Freddie Mac Mortgage
Securities Fund (Advisory Director) (1990-present), Centennial
Insurance Company (1974-present), Josiah Macy, Jr., Foundation
(1975-present), 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, Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present), and
Phoenix-Seneca Funds (2000-present). Director, Duff & Phelps
Utilities Tax-Free Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present). Chairman/Member, Audit
Committee of the City of New York (1981-1996). Advisory Director,
Blackrock Fannie Mae Mortgage Securities Fund (1989-1996) and Fund
Directions (1993-1998).

Harry Dalzell-Payne (71) Trustee Trustee/Director, Phoenix Funds (1983-present), Phoenix- Aberdeen
The Flat Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds
Elmore Court (1996-present) and Phoenix-Seneca Funds (1999-present). Director,
Elmore Duff & Phelps Utilities Tax-Free Income Inc. and Duff & Phelps
GLOS 9L2 3NT Utility and Corporate Bond Trust Inc. (1995-present). Formerly a
UK Major General of the British Army.

*Francis E. Jeffries (70) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-
6585 Nicholas Blvd. Aberdeen Series Fund, Phoenix Duff & Phelps Institutional Mutual
Apt. 1601 Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Naples, FL 33963 Director, Duff & 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. (61) Trustee and Chairman (1995-present) and Chief Executive Officer (1995-1999),
Chairman President Carson Products Company. Trustee/Director, Phoenix Funds
Carson Products Company (1980-present), Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
64 Ross Road Institutional Mutual Funds (1996-present) and Phoenix-Seneca Funds
Savannah, GA 30750 (2000-present). Director, Equifax Corporation (1991-present) and
Evergreen International Fund, Inc. (1989-present). Trustee,
Evergreen Liquid Trust, Evergreen Tax Exempt Trust, Evergreen Tax
Free Fund, Master Reserves Trust and Master Reserves Tax Free Trust.
</TABLE>

24
<PAGE>
<TABLE>
<CAPTION>

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

<S> <C> <C>
*Philip R. McLoughlin (54) 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). Trustee, Phoenix-Seneca Funds
(1999-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 (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present), Phoenix- Aberdeen
Colts Neck, NJ 07722 Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present) and Phoenix-Seneca Funds (2000-present). Director,
Duff & Phelps Utilities Tax-Free Income Inc. (1991-present) and Duff
& Phelps Utility and Corporate Bond Trust Inc. (1993-present).

*James M. Oates (54) Trustee Chairman, IBEX Capital Markets Inc. (formerly IBEX Capital Markets
Managing Director LLC) (1997-present). Managing Director, Wydown Group (1994-present).
The Wydown Group Director, Phoenix Investment Partners, Ltd. (1995-present).
IBEX Capital Markets Inc Director/Trustee, Phoenix Funds (1987-present). Trustee,
60 State Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Suite 950 Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Boston, MA 02109 Director, AIB Govett Funds (1991-present), Investors Financial
Services Corporation (1995-present); Investors Bank & Trust
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 (1998-2000). Director, Blue Cross and Blue Shield of New
Hampshire (1994-1999).

</TABLE>

25
<PAGE>
<TABLE>
<CAPTION>

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

<S> <C> <C>
Herbert Roth, Jr. (72) Trustee Trustee/Director, the Phoenix Funds (1980-present), Phoenix-
134 Lake Street Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual
P.O. Box 909 Funds (1996-present). Director, Boston Edison Company
Sherborn, MA 01770 (1978-present), Landauer, Inc. (medical services) (1970-present),
Tech Ops./Sevcon, Inc. (electronic controllers) (1987-present), and
Mark IV Industries (diversified manufacturer) (1985-present).
Member, Directors Advisory Council, Phoenix Home Life Mutual
Insurance Company (1998-present). Director, Phoenix Home Life Mutual
and Insurance Company (1972-1998).

Richard E. Segerson (54) Trustee Managing Director, Northway Management Company (1993- present).
102 Valley Road Trustee/Director, Phoenix Funds (1993-present), Phoenix-Aberdeen
New Canaan, CT 07840 Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Managing Director, Mullin Associates (1993-1998).

Lowell P. Weicker, Jr. (69) Trustee Trustee/Director, Phoenix Funds (1995-present), Phoenix- Aberdeen
731 Lake Avenue Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
Greenwich, CT 06830 (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).

Michael E. Haylon (42) Executive Director and Executive Vice President--Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). President (1995-present),
President Executive Vice President (1994-1995), Vice President (1991-1994),
Phoenix Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix Funds
(1995-present), Phoenix-Aberdeen Series Fund (1996-present) and
Phoenix-Seneca Funds (2000-present). Executive Vice President
(1997-present), Vice President (1996-1997), Phoenix Duff & Phelps
Institutional Mutual Funds. Senior Vice President, Securities
Investments, Phoenix Home Life Mutual Insurance Company (1993-1995).

John F. Sharry (48) Executive Vice President, Retail Division (1999-present), Executive Vice President,
President Retail Division (1997-present), Phoenix Investment Partners, Ltd.
President (1999-present), Managing Director (1997-1999), Retail
Division, Phoenix Equity Planning Corporation (1995-1997).
Executive Vice President, Phoenix Funds (1998-present), The Phoenix
Edge Series Fund (1998-present) and Phoenix-Aberdeen Series Fund
(1998-present). Managing Director, Director and National Sales
Manager, Putnam Mutual Funds (1993-1995).

Steven L. Colton (41) Vice Managing Director, Value Equities, Phoenix Investment Counsel, Inc.
President (1997-present). Vice President, Phoenix Series Fund (1997-present).
Phoenix-Oakhurst Income and Growth Fund (1998-present), and
Phoenix-Oakhurst Strategic Allocation Fund, Inc. (1999-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).

</TABLE>

26
<PAGE>

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

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

William R. Moyer (56) Vice Executive Vice President and Chief Financial Officer (1999-present),
President Senior Vice President and Chief Financial Officer (1995-1999),
Phoenix Investment Partners, Ltd. Director (1998-present), Senior
Vice President, Finance (1990-present), Chief Financial Officer
(1996-present), Finance (until 1996), and Treasurer (1994-1996 and
1998-present), Phoenix Equity Planning Corporation. Director
(1998-present), Senior Vice President (1990-present), Chief
Financial Officer (1996-present) and Treasurer (1994-present),
Phoenix Investment Counsel, Inc. Treasurer (1999-present), 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). Executive Vice
President, Phoenix-Seneca Funds (2000-present).

Diane L. Mustain (41) Vice Executive Vice President (1996-present), Senior Vice President
President (1995-1996) and Vice President (1993-1995), Duff & Phelps Investment
Management Co. Vice President, Phoenix Duff & Phelps Institutional
Mutual Funds (1998-present).

Nancy G. Curtiss (48) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix Duff & Phelps Institutional
Mutual Funds (1995-present) and Phoenix-Aberdeen Series Fund
(1996-present) and Phoenix-Seneca Funds (2000-present). Second Vice
President and Treasurer, Fund Accounting, Phoenix Home Life Mutual
Insurance Company (1994-1995).

G. Jeffrey Bohne (53) Secretary Vice President and General Manager (1993-present), Phoenix Home Life
101 Munson Street Mutual Insurance Company. Senior Vice President (1999-present), Vice
Greenfield, MA 01301 President (1996-1999), and Mutual Fund Customer Service (1996-present),
Vice President, Transfer Agent Operations (1993-1996), Phoenix
Equity Planning Corporation. Secretary/ Clerk, Phoenix Funds
(1993-present), Phoenix-Aberdeen Series Fund and Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present).

</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, 2000,
the Trustees received aggregate remuneration of $33,343. 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

27
<PAGE>

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 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 Fund's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>

TOTAL
COMPENSATION
PENSION OR FROM TRUST AND
AGGREGATE RETIREMENT BENEFITS ESTIMATED FUND COMPLEX
COMPENSATION ACCRUED AS PART ANNUAL BENEFITS (31 FUNDS)
NAME FROM TRUST OF TRUST EXPENSES UPON RETIREMENT PAID TO TRUSTEES
--------- --------- ----------------- --------------- -------------------
<S> <C> <C> <C> <C>
Robert Chesek $3,313 $56,250
E. Virgil Conway+ $3,255 $58,000
Harry Dalzell-Payne+ $3,788 $74,250
Francis E. Jeffries $3,250* $55,000
Leroy Keith, Jr. $3,313 None None $56,250
Philip R. McLoughlin+ $ 0 for any for any $ 0
Everett L. Morris+ $3,325* Trustee Trustee $53,000
James M. Oates+ $3,550 $60,500
Herbert Roth, Jr. + $1,750 $28,750
Richard E. Segerson $3,900* $66,000
Lowell P. Weicker, Jr. $3,900 $65,250
</TABLE>

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

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

At November 24, 2000, 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 November 26, 2000 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.

NAME OF SHAREHOLDER FUND AND CLASS PERCENT OF CLASS NUMBER OF SHARES
------------------- -------------- ---------------- ----------------

<S> <C> <C> <C>
Bank of New York Cust Annuity Fund Core Equity Fund Class A 8.17% 172,138.364
Of Local One Iatse Amivest Corp.
Discretionary Investment MGR 717103
Attn. P. Grandinetti
1 Wall Street, 25th Fl.
New York, NY 10005-2500

Phoenix Home Life Core Equity Fund Class A 65.34% 1,375,976.530
Attn. Pam Levesque
1 American Row
Hartford, CT 06103
</TABLE>

28
<PAGE>

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

<S> <C> <C> <C>
MLPF&S Core Equity Fund Class B 54.55% 252,708.692
For the Sole Benefit of its Customers Core Equity Fund Class C 58.18% 69,707.169
Attn: Fund Administration Growth & Income Fund Class B 14.93% 1,347,167.282
4800 Deer Lake Drive East, 3rd Fl. Growth & Income Fund Class C 18.10% 1,171,088.183
Jacksonville, FL 32246-6484

NFSC FEBO #OKS-405540 Core Equity Fund Class C 5.77% 6,913.320
NFSC/FMTC IRA Rollover
FBO Joanne H. Miller
165 Lundy Lane
San Francisco, CA 94110-5128

First Clearing Corporation Core Equity Fund Class C 7.12% 8,534.446
A/C 1208-1090
Amin Ary-Neto & Valerie Miller Ary
1050 Hillsboro Mile No. 204W
Hillsboro Beach, FL 33062-2133

Donaldson Lufkin Jenrette Core Equity Fund Class C 12.57% 15,054.436
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
</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. Shareholders of all Funds vote on the
election of Trustees. On matters affecting an individual Fund (such as approval
of an investment advisory agreement or a change in fundamental investment
policies) and on matters affecting an individual class (such as approval of
matters relating to a Plan of Distribution for a particular class of shares), a
separate vote of that Fund or Class is required. The Trust does not hold regular
meetings of shareholders. The Trustees will call a meeting when at least 10% of
the outstanding shares so request in writing. If the Trustees fail to call a
meeting after being so notified, the Shareholders may call the meeting. The
Trustees will assist the Shareholders by identifying other shareholders or
mailing communications, as required under Section 16(c) of the 1940 Act.

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

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

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

29
<PAGE>

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

30
<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.

31
<PAGE>

INVESTMENTS AT AUGUST 31, 2000

SHARES VALUE
------ -----

COMMON STOCKS -- 97.3%

Auto Parts & Equipment -- 1.6%
Delphi Automotive Systems Corp. ................ 34,000 $ 558,875

Automobiles -- 0.9%
Ford Motor Co. ................................. 13,810 334,029

Banks (Major Regional) -- 1.9%
Wells Fargo & Co. .............................. 15,700 678,044

Banks (Money Center) -- 4.7%
Chase Manhattan Corp. (The) .................... 13,800 771,075
Firstar Corp. .................................. 37,600 897,700
----------
1,668,775
----------
Biotechnology -- 1.2%
Amgen, Inc.(b) ................................. 5,800 439,712

Chemicals -- 2.5%
Dow Chemical Co. (The) ......................... 13,800 361,387
Praxair, Inc. .................................. 11,850 524,362
----------
885,749
----------
Communications Equipment -- 3.2%
Motorola, Inc. ................................. 31,200 1,125,150

Computers (Hardware) -- 8.8%
Dell Computer Corp.(b) ......................... 20,700 903,037
International Business Machines Corp. .......... 7,750 1,023,000
Sun Microsystems, Inc.(b) ...................... 9,450 1,199,559
----------
3,125,596
----------
Computers (Networking) -- 2.4%
Cisco Systems, Inc.(b) ......................... 12,648 866,388

Computers (Peripherals) -- 2.5%
EMC Corp.(b) ................................... 9,100 891,800

Computers (Software & Services) -- 2.4%
Computer Associates International, Inc. ........ 11,300 358,775
Microsoft Corp.(b) ............................. 7,250 506,141
----------
864,916
----------
Consumer Finance-- 3.7%
Providian Financial Corp. ...................... 11,450 1,316,034

Electric Companies-- 3.6%
Duke Energy Corp. .............................. 6,500 486,281
Southern Co. (The) ............................. 27,000 808,312
----------
1,294,593
----------
Electrical Equipment-- 4.5%
General Electric Co. ........................... 13,150 771,741
Solectron Corp.(b) ............................. 18,050 817,891
----------
1,589,632
----------

See Notes to Financial Statements

4
<PAGE>

Phoenix-Duff & Phelps Core Equity Fund

SHARES VALUE
------ -----

Electronics (Semiconductors) -- 7.9%
Intel Corp. ........................................ 16,200 $ 1,212,975
Microchip Technology, Inc.(b) ...................... 9,800 667,012
Texas Instruments, Inc. ............................ 13,900 930,431
-----------
2,810,418
-----------
Financial (Diversified) -- 2.0%
Fannie Mae ......................................... 13,400 720,250

Health Care (Drugs-Major Pharmaceuticals) -- 6.6%
Lilly (Eli) & Co. .................................. 8,600 627,800
Pfizer, Inc. ....................................... 19,162 828,756
Schering-Plough Corp. .............................. 22,500 902,813
-----------
2,359,369
-----------
Health Care (Medical Products & Supplies) -- 4.8%
Baxter International, Inc. ......................... 5,550 462,038
Guidant Corp.(b) ................................... 8,850 595,716
Medtronic, Inc. .................................... 12,350 632,938
-----------
1,690,692
-----------
Household Products (Non-Durable) -- 1.9%
Kimberly-Clark Corp. ............................... 11,700 684,450

Insurance (Property-Casualty) -- 2.8%
MGIC Investment Corp. .............................. 17,100 1,005,694

Manufacturing (Diversified) -- 1.9%
United Technologies Corp. .......................... 10,650 664,959

Natural Gas -- 2.1%
Williams Cos., Inc. (The) .......................... 16,250 748,516

Oil & Gas (Exploration & Production) -- 1.1%
Unocal Corp. ....................................... 11,900 397,163

Oil & Gas (Refining & Marketing)-- 1.1%
Tosco Corp. ........................................ 12,200 372,100

Oil (Domestic Integrated) -- 3.2%
Conoco, Inc. Class A ............................... 45,400 1,143,513

Oil (International Integrated) -- 2.7%
Exxon Mobil Corp. .................................. 11,730 957,461

Paper & Forest Products -- 1.1%
Georgia-Pacific Group .............................. 15,100 403,925

Personal Care -- 1.0%
Estee Lauder Cos., Inc. (The) Class A .............. 8,650 354,109

Retail (Building Supplies) -- 0.9%
Home Depot, Inc. (The) ............................. 6,800 326,825

Retail (Drug Stores) -- 1.4%
CVS Corp. .......................................... 12,950 480,769

Retail (General Merchandise) -- 1.5%
Target Corp. ....................................... 22,600 525,450

Services (Advertising/Marketing) -- 1.3%
Omnicom Group, Inc. ................................ 5,450 454,734

Services (Computer Systems) -- 2.7%
Computer Sciences Corp.(b) ......................... 12,200 964,563

Services (Data Processing) -- 1.4%
First Data Corp. ................................... 10,600 505,488

Telecommunications (Long Distance) -- 2.1%
WorldCom, Inc.(b) .................................. 20,000 730,000

Telephone -- 1.9%
SBC Communications, Inc. ........................... 15,900 663,825

- ------------------------------------------------------------------------------
Total Common Stocks
(Identified cost $28,317,674) ...................... 34,603,566
- ------------------------------------------------------------------------------

See Notes to Financial Statements

5
<PAGE>

Phoenix-Duff & Phelps Core Equity Fund

SHARES VALUE
------ -----

FOREIGN COMMON STOCKS -- 3.0%

Manufacturing (Diversified) -- 3.0%
Tyco International Ltd. (Bermuda) ............... 18,400 $ 1,048,800
- -----------------------------------------------------------------------------
Total Foreign Common Stocks
(Identified cost $793,784) 1,048,800
- -----------------------------------------------------------------------------
Total Long-Term Investments -- 100.3%
(Identified cost $29,111,458) 35,652,366
- -----------------------------------------------------------------------------

SHORT-TERM OBLIGATIONS -- 0.4%

Money Market Mutual Funds -- 0.4%
State Street Global Advisors
Seven Seas Money Market Fund
(6.29% seven day effective yield) 155,546 155,546
- -----------------------------------------------------------------------------
Total Short-Term Obligations
(Identified cost $155,546) 155,546
- -----------------------------------------------------------------------------

TOTAL INVESTMENTS -- 100.7%
(Identified cost $29,267,004) 35,807,912(a)
Cash and receivables, less liabilities -- (0.7%) (259,189)
------------
NET ASSETS -- 100.0% $ 35,548,723
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $7,768,120 and gross
depreciation of $1,324,286 for federal income tax purposes. At August 31,
2000, the aggregate cost of securities for federal income tax purposes was
$29,364,078.
(b) Non-income producing

See Notes to Financial Statements

6
<PAGE>

Phoenix-Duff & Phelps Core Equity Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2000

Assets
Investment securities at value
(Identified cost $29,267,004) $35,807,912
Receivables
Investment securities sold 288,516
Dividends and interest 49,682
Fund shares sold 6,574
Prepaid expenses 461
-----------
Total assets 36,153,145
-----------

Liabilities
Payables
Investment securities purchased 376,265
Fund shares repurchased 152,043
Investment advisory fee 3,850
Distribution fee 12,266
Transfer agent fee 10,505
Trustees' fee 8,342
Financial agent fee 5,756
Accrued expenses 35,395
-----------
Total liabilities 604,422
-----------
Net Assets $35,548,723
===========

Net Assets Consist of:
Capital paid in on shares of beneficial interest $28,150,919
Accumulated net realized gain 856,896
Net unrealized appreciation 6,540,908
-----------
Net Assets $35,548,723
===========

Class A
Shares of beneficial interest outstanding, $1 par value
unlimited authorization (Net Assets $27,840,457) 2,121,229
Net asset value per share $13.12
Offering price per share $13.12/(1-5.75%) $13.92

Class B
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $6,113,446) 475,883
Net asset value and offering price per share $12.85

Class C
Shares of beneficial interest outstanding, $1 par value
unlimited authorization (Net Assets $1,594,820) 124,116
Net asset value and offering price per share $12.85

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 2000

Investment Income
Dividends $ 394,454
Interest 26,700
-----------
Total investment income 421,154
-----------

Expenses
Investment advisory fee 297,630
Distribution fee, Class A 75,300
Distribution fee, Class B 75,301
Distribution fee, Class C 20,340
Financial agent fee 73,229
Transfer agent 73,060
Registration 26,361
Professional 25,449
Trustees 20,494
Custodian 11,539
Printing 8,902
Miscellaneous 9,675
-----------
Total expenses 717,280
Less expenses borne by investment adviser (149,507)
-----------
Net expenses 567,773
-----------
Net investment loss (146,619)
-----------

Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 1,040,007
Net change in unrealized appreciation (depreciation) on
investments 2,177,857
-----------
Net gain on investments 3,217,864
-----------
Net increase in net assets resulting from operations $ 3,071,245
===========

See Notes to Financial Statements

7
<PAGE>

Phoenix-Duff & Phelps Core Equity Fund

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year Ended Year Ended
8/31/00 8/31/99
------------ ------------
<S> <C> <C>
From Operations
Net investment income (loss) $ (146,619) $ (58,694)
Net realized gain (loss) 1,040,007 944,586
Net change in unrealized appreciation (depreciation) 2,177,857 8,988,251
------------ ------------
Increase (decrease) in net assets resulting from operations 3,071,245 9,874,143
------------ ------------
From Distributions to Shareholders
Net realized gains, Class A (749,938) (261,214)
Net realized gains, Class B (223,144) (57,305)
Net realized gains, Class C (57,248) (20,502)
------------ ------------
Decrease in net assets from distributions to shareholders (1,030,330) (339,021)
------------ ------------
From Share Transactions
Class A
Proceeds from sales of shares (341,078 and 1,335,911 shares, respectively) 4,198,264 15,137,826
Net asset value of shares issued from reinvestment of distributions
(58,266 and 21,036 shares, respectively) 735,321 253,063
Cost of shares repurchased (1,614,716 and 318,410 shares, respectively) (20,021,141) (3,902,092)
------------ ------------
Total (15,087,556) 11,488,797
------------ ------------
Class B
Proceeds from sales of shares (44,678 and 163,890 shares, respectively) 548,634 1,900,577
Net asset value of shares issued from reinvestment of distributions
(16,418 and 1,664 shares, respectively) 203,748 19,857
Cost of shares repurchased (349,908 and 94,004 shares, respectively) (4,269,830) (1,146,586)
------------ ------------
Total (3,517,448) 773,848
------------ ------------
Class C
Proceeds from sales of shares (15,900 and 54,557 shares, respectively) 193,158 630,490
Net asset value of shares issued from reinvestment of distributions
(4,208 and 317 shares, respectively) 52,259 3,792
Cost of shares repurchased (100,007 and 106,979 shares, respectively) (1,228,414) (1,323,676)
------------ ------------
Total (982,997) (689,394)
------------ ------------
Class M
Cost of shares repurchased (0 and 10,032 shares, respectively) -- (109,546)
------------ ------------
Total -- (109,546)
------------ ------------
Increase (decrease) in net assets from share transactions (19,588,001) 11,463,705
------------ ------------
Net increase (decrease) in net assets (17,547,086) 20,998,827
Net Assets
Beginning of period 53,095,809 32,096,982
------------ ------------
End of period [including undistributed net investment
income of $0 and $0, respectively] $ 35,548,723 $ 53,095,809
============ ============
</TABLE>
See Notes to Financial Statements

8
<PAGE>

Phoenix-Duff & Phelps Core Equity Fund

FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)

<TABLE>
<CAPTION>
CLASS A
----------------------------------------------
From
Year Ended August 31 Inception
---------------------------- 9/25/97 to
2000 1999 8/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $ 12.37 $ 9.87 $ 10.00
Income from investment operations
Net investment income (loss)(1) (0.02) 0.01 --
Net realized and unrealized gain (loss) 1.08 2.57 (0.09)
------- ------- -------
Total from investment operations 1.06 2.58 (0.09)
------- ------- -------
Less distributions
Dividends from net realized gains (0.31) (0.08) --
In excess of net investment income -- -- (0.04)
------- ------- -------
Total distributions (0.31) (0.08) (0.04)
------- ------- -------
Change in net asset value 0.75 2.50 (0.13)
------- ------- -------
Net asset value, end of period $ 13.12 $ 12.37 $ 9.87
======= ======= =======
Total return(2) 8.70% 26.12% (0.93)%(5)

Ratios/supplemental data:
Net assets, end of period (thousands) $27,840 $41,272 $22,683

Ratio to average net assets of:
Operating expenses(3) 1.25% 1.25% 1.25%(6)
Net investment income (loss) (0.19)% 0.06% 0.02%(6)
Portfolio turnover 81% 82% 83%(5)
</TABLE>

<TABLE>
<CAPTION>
CLASS B
----------------------------------------------
From
Year Ended August 31 Inception
---------------------------- 9/25/97 to
2000 1999 8/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $12.20 $ 9.81 $10.00
Income from investment operations
Net investment income (loss)(1) (0.12) (0.08) (0.08)
Net realized and unrealized gain (loss) 1.08 2.55 (0.08)
------ ------- ------
Total from investment operations 0.96 2.47 (0.16)
------ ------- ------
Less distributions
Dividends from net realized gains (0.31) (0.08) --
In excess of net investment income -- -- (0.03)
------ ------- ------
Total distributions (0.31) (0.08) (0.03)
------ ------- ------
Change in net asset value 0.65 2.39 (0.19)
------ ------- ------
Net asset value, end of period $12.85 $ 12.20 $ 9.81
====== ======= ======
Total return(2) 7.99% 25.16% (1.61)%(5)

Ratios/supplemental data:
Net assets, end of period (thousands) $6,113 $ 9,333 $6,801

Ratio to average net assets of:
Operating expenses(4) 2.00% 2.00% 2.00%(6)
Net investment income (loss) (0.93)% (0.69)% 0.73%(6)
Portfolio turnover 81% 82% 83%(5)
</TABLE>

(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in the total return calculation.
(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.64%,
1.43% and 2.95% for the periods ended August 31, 2000, 1999 and 1998,
respectively.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.39%,
2.18% and 3.70% for the periods ended August 31, 2000, 1999 and 1998,
respectively.
(5) Not annualized.
(6) Annualized.

See Notes to Financial Statements

9
<PAGE>

Phoenix-Duff & Phelps Core Equity Fund

FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)

<TABLE>
<CAPTION>
CLASS C
----------------------------------------------
From
Year Ended August 31 Inception
---------------------------- 9/25/97 to
2000 1999 8/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $12.21 $ 9.82 $10.00
Income from investment operations
Net investment income (loss)(1) (0.12) (0.08) (0.08)
Net realized and unrealized gain (loss) 1.07 2.55 (0.07)
------ ------ ------
Total from investment operations 0.95 2.47 (0.15)
------ ------ ------
Less distributions
Dividends from net realized gains (0.31) (0.08) --
In excess of net investment income -- -- (0.03)
------ ------ ------
Total distributions (0.31) (0.08) (0.03)
------ ------ ------
Change in net asset value 0.64 2.39 (0.18)
------ ------ ------
Net asset value, end of period $12.85 $12.21 $ 9.82
====== ====== ======
Total return(2) 7.90% 25.13% (1.52)%(4)

Ratios/supplemental data:
Net assets, end of period (thousands) $1,595 $2,491 $2,514

Ratio to average net assets of:
Operating expenses(3) 2.00% 2.00% 2.00%(5)
Net investment income (loss) (0.93)% (0.70)% (0.73)%(5)
Portfolio turnover 81% 82% 83%(4)
</TABLE>

See Notes to Financial Statements

10
<PAGE>

INVESTMENTS AT AUGUST 31, 2000

SHARES VALUE
------ -----

COMMON STOCKS -- 92.6%

Aerospace/Defense -- 1.7%
Boeing Co. (The) ................................. 84,900 $ 4,552,762
General Dynamics Corp. ........................... 43,800 2,756,662
Northrop Grumman Corp. ........................... 25,200 1,960,875
-----------
9,270,299
-----------
Agricultural Products -- 0.0%
Archer-Daniels-Midland Co. ....................... 4,895 43,137

Airlines -- 0.3%
AMR Corp.(b) ..................................... 17,100 561,094
Delta Air Lines, Inc. ............................ 20,900 1,034,550
-----------
1,595,644
-----------
Aluminum -- 0.7%
Alcoa, Inc. ...................................... 114,200 3,797,150

Auto Parts & Equipment -- 0.2%
TRW, Inc. ........................................ 19,700 900,044

Automobiles -- 1.5%
Ford Motor Co. ................................... 275,862 6,672,412
General Motors Corp. ............................. 21,300 1,537,594
-----------
8,210,006
-----------
Banks (Major Regional) -- 1.5%
FleetBoston Financial Corp. ...................... 145,700 6,219,569
Wells Fargo & Co. ................................ 46,400 2,003,900
-----------
8,223,469
-----------
Banks (Money Center) -- 2.9%
Bank of America Corp. ............................ 59,900 3,208,394
Chase Manhattan Corp. (The) ...................... 127,000 7,096,125
Morgan (J.P.) & Co., Inc. ........................ 33,800 5,650,937
-----------
15,955,456
-----------
Banks (Regional) -- 0.6%
Cullen/Frost Bankers, Inc. ....................... 30,000 930,000
Silicon Valley Bancshares(b) ..................... 36,800 2,120,600
-----------
3,050,600
-----------

Beverages (Alcoholic) -- 0.1%
Coors (Adolph) Co. Class B ....................... 9,500 565,844

Biotechnology -- 0.3%
Amgen, Inc.(b) ................................... 25,000 1,895,312

Broadcasting (Television, Radio & Cable) -- 0.4%
AT&T Corp.- Liberty Media Corp. Class A(b) ....... 59,300 1,267,537
Clear Channel Communications, Inc.(b) ............ 15,600 1,129,050
-----------
2,396,587
-----------
Chemicals -- 1.1%
Air Products & Chemicals, Inc. ................... 14,500 526,531
Dow Chemical Co. (The) ........................... 75,600 1,979,775
Du Pont (E.I.) de Nemours & Co. .................. 74,300 3,334,212
-----------
5,840,518
-----------

See Notes to Financial Statements

14
<PAGE>

Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
------ -----

Communications Equipment -- 3.5%
ADC Telecommunications, Inc.(b) .............. 46,200 $ 1,891,312
Comverse Technology, Inc.(b) ................. 19,300 1,774,394
Corning, Inc. ................................ 5,600 1,836,450
JDS Uniphase Corp.(b) ........................ 15,200 1,894,300
Lucent Technologies, Inc. .................... 88,900 3,717,131
Motorola, Inc. ............................... 113,000 4,075,062
QUALCOMM, Inc.(b) ............................ 28,100 1,682,487
Sawtek, Inc.(b) .............................. 11,300 569,944
Scientific-Atlanta, Inc. ..................... 14,600 1,137,887
Tellabs, Inc.(b) ............................. 9,200 516,925
-----------
19,095,892
-----------
Computers (Hardware)-- 6.1%
Apple Computer, Inc.(b) ...................... 46,600 2,839,687
Compaq Computer Corp. ........................ 89,400 3,045,187
Dell Computer Corp.(b) ....................... 107,800 4,702,775
Gateway, Inc.(b) ............................. 12,900 878,490
Hewlett-Packard Co. .......................... 40,300 4,866,225
International Business Machines Corp. ........ 78,800 10,401,600
Sun Microsystems, Inc.(b) .................... 54,500 6,918,094
-----------
33,652,058
-----------
Computers (Networking) -- 3.1%
Cisco Systems, Inc.(b) ....................... 248,500 17,022,250

Computers (Peripherals) -- 0.8%
EMC Corp.(b) ................................. 47,400 4,645,200

Computers (Software & Services) -- 6.4%
Adobe Systems, Inc. .......................... 15,500 2,015,000
America Online, Inc.(b) ...................... 84,500 4,953,812
Microsoft Corp.(b) ........................... 191,000 13,334,187
Oracle Corp.(b) .............................. 111,100 10,103,156
VERITAS Software Corp.(b) .................... 13,800 1,663,762
Verity, Inc.(b) .............................. 11,700 535,275
Yahoo!, Inc.(b) .............................. 20,800 2,527,200
-----------
35,132,392
-----------
Consumer Finance -- 0.5%
MBNA Corp. ................................... 30,300 1,069,969
PMI Group, Inc. (The) ........................ 12,400 768,800
Providian Financial Corp. .................... 7,200 827,550
-----------
2,666,319
-----------
Distributors (Food & Health) -- 0.9%
AmeriSource Health Corp. Class A(b) .......... 23,300 809,675
Andrx Corp.(b) ............................... 6,200 539,400
Cardinal Health, Inc. ........................ 18,400 1,505,350
SYSCO Corp. .................................. 43,200 1,827,900
-----------
4,682,325
-----------
Electric Companies -- 3.4%
DTE Energy Co. ............................... 28,700 997,325
Duke Energy Corp. ............................ 29,600 2,214,450
Energy East Corp. ............................ 105,200 2,386,725
Entergy Corp. ................................ 59,900 1,823,206
GPU, Inc. .................................... 56,300 1,724,187
Minnesota Power, Inc. ........................ 33,400 741,062
PECO Energy Co. .............................. 19,900 958,931
PG&E Corp. ................................... 15,800 457,212
Public Service Enterprise Group, Inc. ........ 10,400 377,000
Reliant Energy, Inc. ......................... 100,000 3,712,500
Unicom Corp. ................................. 16,800 767,550
UtiliCorp United, Inc. ....................... 104,800 2,495,550
-----------
18,655,698
-----------
Electrical Equipment -- 4.8%
AVX Corp. .................................... 36,100 1,080,744
General Electric Co. ......................... 393,300 23,081,794
KEMET Corp.(b) ............................... 36,700 1,101,000
Vishay Intertechnology, Inc.(b) .............. 30,300 1,221,469
-----------
26,485,007
-----------
Electronics (Instrumentation) -- 0.6%
Credence Systems Corp.(b) .................... 20,300 1,188,819
Trimble Navigation Ltd.(b) ................... 54,000 2,244,375
-----------
3,433,194
-----------
Electronics (Semiconductors) -- 5.4%
Advanced Micro Devices, Inc.(b) .............. 20,400 767,550
Analog Devices, Inc.(b) ...................... 11,000 1,105,500
Cypress Semiconductor Corp.(b) ............... 22,100 1,092,569
Integrated Device Technology, Inc.(b) ........ 24,700 2,167,425
Intel Corp. .................................. 247,000 18,494,125
National Semiconductor Corp.(b) .............. 35,800 1,593,100
Texas Instruments, Inc. ...................... 69,200 4,632,075
-----------
29,852,344
-----------
Entertainment -- 1.2%
Time Warner, Inc. ............................ 42,900 3,667,950
Viacom, Inc. Class B(b) ..................... 41,422 2,788,218
-----------
6,456,168
-----------
Equipment (Semiconductors) -- 1.4%
Applied Materials, Inc.(b) ................... 41,800 3,607,862
Cymer, Inc.(b) ............................... 11,900 546,656
KLA-Tencor Corp.(b) .......................... 9,600 630,000
Lam Research Corp.(b) ........................ 35,100 1,057,387
Teradyne, Inc.(b) ............................ 28,000 1,814,750
-----------
7,656,655
-----------

See Notes to Financial Statements

15
<PAGE>

Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
------ -----

Financial (Diversified) -- 6.3%
Ambac Financial Group, Inc. ...................... 19,000 $ 1,227,875
American Express Co. ............................. 53,000 3,133,625
Citigroup, Inc. .................................. 304,533 17,777,133
Fannie Mae ....................................... 38,000 2,042,500
Morgan Stanley Dean Witter & Co. ................. 98,800 10,627,175
-----------
34,808,308
-----------
Foods -- 1.7%
ConAgra, Inc. .................................... 72,000 1,318,500
Kellogg Co. ...................................... 26,000 602,875
McCormick & Co., Inc. ............................ 25,100 732,606
PepsiCo, Inc. .................................... 98,600 4,202,825
Quaker Oats Co. (The) ............................ 37,300 2,534,069
-----------
9,390,875
-----------
Health Care (Diversified) -- 2.6%
Abbott Laboratories .............................. 61,500 2,690,625
Allergan, Inc. ................................... 11,500 840,937
Bristol-Myers Squibb Co. ......................... 91,600 4,854,800
Johnson & Johnson ................................ 65,900 6,058,681
-----------
14,445,043
-----------
Health Care (Drugs-Major Pharmaceuticals) -- 4.7%
Lilly (Eli) & Co. ................................ 44,100 3,219,300
Merck & Co., Inc. ................................ 93,200 6,512,350
Pfizer, Inc. ..................................... 250,800 10,847,100
Pharmacia Corp. .................................. 37,128 2,174,309
Schering-Plough Corp. ............................ 78,100 3,133,763
-----------
25,886,822
-----------
Health Care (Generic and Other) -- 0.4%
Jones Pharma, Inc. ............................... 56,800 2,030,600

Health Care (Hospital Management) -- 0.2%
Tenet Healthcare Corp(b) ......................... 34,900 1,081,900

Health Care (Managed Care) -- 1.5%
Oxford Health Plans, Inc.(b) ..................... 70,400 2,147,200
PacifiCare Health Systems, Inc.(b) ............... 13,300 717,369
UnitedHealth Group, Inc. ......................... 35,800 3,383,100
Wellpoint Health Networks, Inc.(b) ............... 19,700 1,700,356
-----------
7,948,025
-----------
Household Products (Non-Durable) -- 0.6%
Kimberly-Clark Corp. ............................. 55,400 3,240,900

Housewares -- 0.2%
Tupperware Corp. ................................. 66,300 1,338,431

Insurance (Life/Health) -- 0.6%
Lincoln National Corp. ........................... 62,900 3,396,600

Insurance (Multi-Line) -- 0.7%
CIGNA Corp. ...................................... 27,200 2,645,200
Loews Corp. ...................................... 16,000 1,295,000
-----------
3,940,200
-----------
Insurance (Property-Casualty) -- 0.3%
MGIC Investment Corp. ............................ 12,000 705,750
Radian Group, Inc. ............................... 18,600 1,155,525
-----------
1,861,275
-----------
Insurance Brokers -- 0.3%
Gallagher (Arthur J.) & Co. ...................... 31,000 1,519,000

Investment Banking/Brokerage -- 1.6%
AXA Financial, Inc. .............................. 25,000 1,293,750
Donaldson, Lufkin & Jenrette, Inc. ............... 8,800 778,800
Lehman Brothers Holdings, Inc. ................... 17,500 2,537,500
Merrill Lynch & Co., Inc. ........................ 28,000 4,060,000
-----------
8,670,050
-----------
Investment Management -- 0.1%
Franklin Resources, Inc. ......................... 10,200 387,600

Iron & Steel -- 0.2%
Nucor Corp. ...................................... 27,700 1,017,975

Machinery (Diversified) -- 0.5%
Dover Corp. ...................................... 59,000 2,883,625

Manufacturing (Diversified) -- 1.3%
Minnesota Mining and Manufacturing Co. ........... 35,200 3,273,600
Parker-Hannifin Corp. ............................ 27,600 960,825
United Technologies Corp. ........................ 41,800 2,609,888
-----------
6,844,313
-----------
Manufacturing (Specialized) -- 0.1%
Cognex Corp.(b) .................................. 12,100 484,000

Natural Gas -- 0.8%
Equitable Resources, Inc. ........................ 34,300 1,931,519
Sempra Energy .................................... 126,700 2,470,650
-----------
4,402,169
-----------

See Notes to Financial Statements

16
<PAGE>

Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
------ -----

Oil & Gas (Exploration & Production) -- 1.4%
Apache Corp. ..................................... 49,300 $ 3,105,900
Kerr-McGee Corp. ................................. 33,400 2,110,463
Unocal Corp. ..................................... 65,500 2,186,063
-----------
7,402,426
-----------
Oil & Gas (Refining & Marketing) -- 0.3%
Ultramar Diamond Shamrock Corp. .................. 73,700 1,727,344

Oil (Domestic Integrated) -- 0.8%
Amerada Hess Corp. ............................... 19,800 1,355,063
Occidental Petroleum Corp. ....................... 85,700 1,853,263
Phillips Petroleum Co. ........................... 14,400 891,000
-----------
4,099,326
-----------
Oil (International Integrated) -- 3.0%
Chevron Corp. .................................... 49,800 4,208,100
Exxon Mobil Corp. ................................ 143,100 11,680,538
Texaco, Inc. ..................................... 15,800 813,700
-----------
16,702,338
-----------

Paper & Forest Products -- 0.4%
International Paper Co. .......................... 25,100 800,063
Westvaco Corp. ................................... 38,100 1,042,988
Weyerhaeuser Co. ................................. 9,400 435,338
-----------
2,278,389
-----------
Personal Care -- 0.1%
Alberto-Culver Co. Class B ....................... 20,800 588,900

Publishing -- 0.1%
Reader's Digest Association, Inc. (The) Class A .. 16,500 635,250

Publishing (Newspapers) -- 1.5%
Dow Jones & Co., Inc. ............................ 31,000 1,939,438
Gannett Co., Inc. ................................ 27,500 1,557,188
Knight-Ridder, Inc. .............................. 23,800 1,300,075
New York Times Co. (The) Class A ................. 50,300 1,971,131
Tribune Co. ...................................... 34,500 1,231,219
-----------
7,999,051
-----------
Railroads-- 0.2%
Union Pacific Corp. .............................. 31,500 1,252,125

Retail (Building Supplies) -- 0.7%
Home Depot, Inc. (The) ........................... 70,000 3,364,375
Lowe's Cos., Inc. ................................ 14,100 631,856
-----------
3,996,231
-----------
Retail (Computers & Electronics) -- 0.6%
Best Buy Co., Inc.(b) ............................ 20,400 1,259,700
Tech Data Corp.(b) ............................... 37,100 1,915,288
-----------
3,174,988
-----------
Retail (Department Stores) -- 0.1%
Neiman Marcus Group, Inc. (The) Class A(b) ....... 14,500 486,656

Retail (Food Chains) -- 0.2%
Safeway, Inc.(b) ................................. 24,800 1,222,950

Retail (General Merchandise) -- 1.4%
Sears, Roebuck & Co. ............................. 32,200 1,004,238
Target Corp. ..................................... 25,000 581,250
Wal-Mart Stores, Inc. ............................ 131,000 6,214,313
-----------
7,799,801
-----------
Retail (Specialty) -- 0.3%
Tiffany & Co. .................................... 14,800 616,050
Zale Corp.(b) .................................... 21,200 783,075
-----------
1,399,125
-----------
Retail (Specialty-Apparel) -- 0.1%
Talbots, Inc. (The) .............................. 9,400 629,213

Services (Advertising/Marketing) -- 0.1%
Omnicom Group, Inc. .............................. 5,600 467,250

Services (Commercial & Consumer) -- 0.1%
Cendant Corp.(b) ................................. 60,000 791,250

Services (Computer Systems) -- 0.5%
Computer Sciences Corp.(b) ....................... 14,000 1,106,875
Electronic Data Systems Corp. .................... 30,800 1,534,225
-----------
2,641,100
-----------
Services (Data Processing) -- 0.8%
Concord EFS, Inc.(b) ............................. 18,400 591,100
First Data Corp. ................................. 48,400 2,308,075
Fiserv, Inc.(b) .................................. 30,700 1,663,556
-----------
4,562,731
-----------
Shipping -- 0.2%
Teekay Shipping Corp. ............................ 17,700 818,625

Telecommunications (Cellular/Wireless) -- 0.7%
Nextel Communications, Inc. Class A(b) ........... 31,400 1,740,738
Sprint Corp. (PCS Group)(b)....................... 41,400 2,077,763
-----------
3,818,501
-----------

See Notes to Financial Statements

17
<PAGE>

Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
------ -----

Telecommunications (Long Distance) -- 1.2%
AT&T Corp. ....................................... 27,800 $ 875,700
Sprint Corp. (FON Group) ......................... 51,500 1,725,250
WorldCom, Inc.(b) ................................ 115,000 4,197,500
-----------
6,798,450
-----------
Telephone -- 2.6%
BellSouth Corp. .................................. 125,400 4,678,988
SBC Communications, Inc. ......................... 113,700 4,746,975
Verizon Communications ........................... 105,700 4,611,163
-----------
14,037,126
-----------
Textiles (Apparel) -- 0.1%
Jones Apparel Group, Inc.(b) ..................... 21,100 516,950

Tobacco -- 1.0%
Philip Morris Cos., Inc. ......................... 186,200 5,516,175

- -----------------------------------------------------------------------------
Total Common Stocks
(Identified cost $401,733,607) 508,119,550
- -----------------------------------------------------------------------------

FOREIGN COMMON STOCKS -- 3.5%

Communications Equipment -- 1.2%
Nortel Networks Corp. (Canada) ................... 83,800 6,834,937

Foods -- 0.3%
Unilever NV NY Registered Shares (Netherlands) ... 35,900 1,696,275

Manufacturing (Diversified) -- 1.0%
Tyco International Ltd. (Bermuda) ................ 97,600 5,563,200

Oil (Domestic Integrated) -- 1.0%
Royal Dutch Petroleum Co. NY Registered Shares
(Netherlands) .................................... 85,000 5,200,938

- -----------------------------------------------------------------------------
Total Foreign Common Stocks
(Identified cost $12,767,449) 19,295,350
- -----------------------------------------------------------------------------

UNIT INVESTMENT TRUSTS -- 2.9%

S&P 500 Depository Receipts ...................... 104,500 15,923,187

- -----------------------------------------------------------------------------
Total Unit Investment Trusts
(Identified cost $13,363,252) 15,923,187
- -----------------------------------------------------------------------------
Total Long-Term Investments--99.0%
(Identified cost $427,864,308) 543,338,087
- -----------------------------------------------------------------------------

STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000)
----------- -----

SHORT-TERM OBLIGATIONS -- 0.8%

Commercial Paper -- 0.8%
Alcoa, Inc. 6.65%, 9/1/00 A-1 $2,000 2,000,000
Lexington Parker Capital Co. 6.68%, 9/1/00 A-1 2,350 2,350,000

- -----------------------------------------------------------------------------
Total Short-Term Obligations
(Identified cost $4,350,000) 4,350,000
- -----------------------------------------------------------------------------

TOTAL INVESTMENTS -- 99.8%
(Identified cost $432,214,308) 547,688,087(a)
Cash and receivables, less liabilities--0.2% 846,373
------------
NET ASSETS--100.0% $548,534,460
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $137,598,526 and gross
depreciation of $23,025,564 for federal income tax purposes. At August 31,
2000, the aggregate cost of securities for federal income tax purposes was
$433,115,125.
(b) Non-income producing.

See Notes to Financial Statements

18
<PAGE>

Phoenix-Oakhurst Growth & Income Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2000

Assets
Investment securities at value
(Identified cost $432,214,308) $ 547,688,087
Cash 1,709
Receivables
Investment securities sold 19,975,498
Fund shares sold 1,706,254
Dividends and interest 797,366
Prepaid expenses 1,652
-------------
Total assets 570,170,566
-------------
Liabilities
Payables
Investment securities purchased 20,262,620
Fund shares repurchased 539,790
Investment advisory fee 327,063
Distribution fee 268,270
Transfer agent fee 94,045
Financial agent fee 27,678
Trustees' fee 8,342
Custodian fee 4,163
Accrued expenses 104,135
-------------
Total liabilities 21,636,106
-------------
Net Assets $ 548,534,460
=============
Net Assets Consist of:
Capital paid in on shares of beneficial interest $ 436,038,751
Accumulated net realized loss (2,978,070)
Net unrealized appreciation 115,473,779
-------------
Net Assets $ 548,534,460
=============
Class A
Shares of beneficial interest outstanding, $1 par value
unlimited authorization (Net Assets $294,415,914) 17,467,946
Net asset value per share $16.85
Offering price per share $16.85/(1-5.75%) $17.88

Class B
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $147,846,267) 8,938,507
Net asset value and offering price per share $16.54

Class C
Shares of beneficial interest outstanding, $1 par value
unlimited authorization (Net Assets $106,272,279) 6,423,221
Net asset value and offering price per share $16.55

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 2000

Investment Income
Dividends $ 6,328,973
Interest 115,721
Foreign taxes withheld (39,013)
------------
Total investment income 6,405,681
------------
Expenses
Investment advisory fee 3,483,315
Distribution fee, Class A 630,606
Distribution fee, Class B 1,284,671
Distribution fee, Class C 837,324
Financial agent fee 318,157
Transfer agent 793,640
Registration 80,837
Printing 57,796
Custodian 46,283
Professional 42,593
Trustees 27,994
Miscellaneous 22,277
------------
Total expenses 7,625,493
Less expenses borne by investment adviser (229,013)
------------
Net expenses 7,396,480
------------
Net investment loss (990,799)
------------

Net Realized and Unrealized Gain (Loss) on Investments
Net realized loss on securities (2,594,322)
Net change in unrealized appreciation (depreciation) on
investments 75,794,989
------------
Net gain on investments 73,200,667
------------
Net increase in net assets resulting from operations $ 72,209,868
============

See Notes to Financial Statements

19
<PAGE>

Phoenix-Oakhurst Growth & Income Fund

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year Ended Year Ended
8/31/00 8/31/99
------------- -------------
<S> <C> <C>
From Operations
Net investment income (loss) $ (990,799) $ 282,288
Net realized gain (loss) (2,594,322) 4,981,093
Net change in unrealized appreciation (depreciation) 75,794,989 56,853,081
------------- -------------
Increase (decrease) in net assets resulting from operations 72,209,868 62,116,462
------------- -------------
From Distributions to Shareholders
Net investment income, Class A (285,388) (178,877)
Net realized gains, Class A (2,877,590) (815,230)
Net realized gains, Class B (1,487,251) (384,053)
Net realized gains, Class C (909,767) (153,155)
In excess of net realized gains, Class A (15,321) --
In excess of net realized gains, Class B (7,918) --
In excess of net realized gains, Class C (4,844) --
------------- -------------
Decrease in net assets from distributions to shareholders (5,588,079) (1,531,315)
------------- -------------
From Share Transactions
Class A
Proceeds from sales of shares (8,147,516 and 9,742,443 shares, respectively) 125,678,816 132,907,595
Net asset value of shares issued from reinvestment of distributions
(184,841 and 67,491 shares, respectively) 2,859,487 889,551
Cost of shares repurchased (5,185,684 and 2,786,606 shares, respectively) (80,123,000) (37,852,057)
------------- -------------
Total 48,415,303 95,945,089
------------- -------------
Class B
Proceeds from sales of shares (2,778,833 and 5,216,234 shares, respectively) 42,118,702 70,319,755
Net asset value of shares issued from reinvestment of distributions
(91,070 and 25,028 shares, respectively) 1,389,726 327,525
Cost of shares repurchased (1,518,323 and 721,133 shares, respectively) (23,055,705) (9,785,374)
------------- -------------
Total 20,452,723 60,861,906
------------- -------------
Class C
Proceeds from sales of shares (2,987,969 and 3,277,763 shares, respectively) 45,432,616 44,490,555
Net asset value of shares issued from reinvestment of distributions
(57,858 and 10,341 shares, respectively) 882,890 135,365
Cost of shares repurchased (726,231 and 252,075 shares, respectively) (11,166,175) (3,514,530)
------------- -------------
Total 35,149,331 41,111,390
------------- -------------
Class M
Cost of shares repurchased (0 and 11,751 shares, respectively) -- (140,889)
------------- -------------
Total -- (140,889)
------------- -------------
Increase (decrease) in net assets from share transactions 104,017,357 197,777,496
------------- -------------
Net increase (decrease) in net assets 170,639,146 258,362,643
Net Assets
Beginning of period 377,895,314 119,532,671
------------- -------------
End of period [including undistributed net investment income of
$0 and $285,388, respectively] $ 548,534,460 $ 377,895,314
== ========= ============= =============
</TABLE>

See Notes to Financial Statements

20
<PAGE>

Phoenix-Oakhurst Growth & Income Fund

FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)

<TABLE>
<CAPTION>
CLASS A
--------------------------------------
From
Year Ended August 31 Inception
---------------------- 9/25/97 to
2000 1999 8/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $ 14.61 $ 10.47 $ 10.00
Income from investment operations
Net investment income (loss)(1) 0.02 0.06 0.06
Net realized and unrealized gain (loss) 2.42 4.19 0.48
-------- -------- -------
Total from investment operations 2.44 4.25 0.54
-------- -------- -------
Less distributions
Dividends from net investment income (0.02) (0.02) (0.04)
Dividends from net realized gains (0.18) (0.09) (0.03)
-------- -------- -------
Total distributions (0.20) (0.11) (0.07)
-------- -------- -------
Change in net asset value 2.24 4.14 0.47
-------- -------- -------
Net asset value, end of period $ 16.85 $ 14.61 $ 10.47
======== ======== =======
Total return(2) 16.83% 40.72% 5.39%(5)

Ratios/supplemental data:
Net assets, end of period (thousands) $294,416 $209,210 $76,399

Ratio to average net assets of:
Operating expenses(3) 1.25% 1.22%(7) 1.25%(6)
Net investment income (loss) 0.13% 0.43% 0.57%(6)
Portfolio turnover 55% 71% 106%(5)
</TABLE>

<TABLE>
<CAPTION>
CLASS B
--------------------------------------
From
Year Ended August 31 Inception
---------------------- 9/25/97 to
2000 1999 8/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $ 14.43 $ 10.40 $ 10.00
Income from investment operations
Net investment income (loss)(1) (0.10) (0.04) (0.02)
Net realized and unrealized gain (loss) 2.39 4.16 0.48
-------- -------- -------
Total from investment operations 2.29 4.12 0.46
-------- -------- -------
Less distributions
Dividends from net investment income -- -- (0.03)
Dividends from net realized gains (0.18) (0.09) (0.03)
-------- -------- -------
Total distributions (0.18) (0.09) (0.06)
-------- -------- -------
Change in net asset value 2.11 4.03 0.40
-------- -------- -------
Net asset value, end of period $ 16.54 $ 14.43 $ 10.40
======== ======== =======
Total return(2) 15.99% 39.72% 4.59%(5)

Ratios/supplemental data:
Net assets, end of period (thousands) $147,846 $109,461 $31,902

Ratio to average net assets of:
Operating expenses(4) 2.00% 1.96%(7) 2.00%(6)
Net investment income (loss) (0.62)% (0.32)% (0.19)%(6)
Portfolio turnover 55% 71% 106%(5)
</TABLE>

(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in the total return calculation.
(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.30%,
1.33% and 1.88% for the periods ended August 31, 2000, 1999 and 1998,
respectively.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.05%,
2.08% and 2.63% for the periods ended August 31, 2000, 1999 and 1998,
respectively.
(5) Not annualized.
(6) Annualized.
(7) 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.

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 C
--------------------------------------
From
Year Ended August 31 Inception
---------------------- 9/25/97 to
2000 1999 8/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $ 14.43 $ 10.41 $ 10.00
Income from investment operations
Net investment income (loss)(1) (0.10) (0.04) (0.02)
Net realized and unrealized gain (loss) 2.40 4.15 0.49
-------- ------- -------
Total from investment operations 2.30 4.11 0.47
-------- ------- -------
Less distributions
Dividends from net investment income -- (0.03)
Dividends from net realized gains (0.18) (0.09) (0.03)
-------- ------- -------
Total distributions (0.18) (0.09) (0.06)
-------- ------- -------
Change in net asset value 2.12 4.02 0.41
-------- ------- -------
Net asset value, end of period $ 16.55 $ 14.43 $ 10.41
======== ======= =======
Total return(2) 16.06% 39.58% 4.67%(4)

Ratios/supplemental data:
Net assets, end of period (thousands) $106,272 $59,224 $11,108

Ratio to average net assets of:
Operating expenses(3) 2.00% 1.96%(6) 2.00%(5)
Net investment income (loss) (0.62)% (0.33)% (0.18)%(5)
Portfolio turnover 55% 71% 106%(4)
</TABLE>

(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in the total return calculation.
(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.05%,
2.08% and 2.63% for the periods ended August 31, 2000, 1999 and 1998,
respectively.
(4) Not annualized.
(5) Annualized.
(6) 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.

See Notes to Financial Statements

22
<PAGE>

Phoenix Equity Series Fund
Notes to Financial Statements
August 31, 2000

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. Effective April 3, 2000 Class A shares are sold with a front-end
sales charge of up to 5.75%. Prior to that date, the maximum sales charge was
4.75%. Class B shares are sold with a contingent deferred sales charge which
declines from 5% to zero depending on the period of time the shares are held.
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 summery of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that effect 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 sales 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 transaction 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 the 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 distribution will result in reclassifications to paid in
capital.

E. Foreign currency transaction:

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 on 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, 2000 (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 the
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 the sales or amounts paid are adjusted by the amount if 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 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 advisors 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 Advisors are entitled to a fee based upon the following annual
rates as a percentage of the average daily net assets of each separate Fund:

1st $1 $1 2 $2+
Fund Advisor Billion Billion Billion
- ---- ------- ------- ------- -------
Core Equity Fund........... DPIM 0.75% 0.70% 0.65%
Growth & Income Fund....... PIC 0.75% 0.70% 0.65%

The Advisors have voluntarily agreed to assume total fund operating
expenses of each respective Fund, excluding interest, taxes, brokerage fees,
commissions and extraordinary expenses until August, 31, 2001, to the extent
that such expenses exceed the following percentages of average annual net
assets:

Class A Class B Class C
------- ------- -------
1.25% 2.00% 2.00%

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 $92,986
for Class A Shares, and deferred sales charges of $391,433 for Class B shares
and $28,358 for Class C shares for the fiscal year ended August 31, 2000. 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, 2000, $1,827,507
was retained by the Distributor, $1,010,328 was paid to unaffiliated
participants, and $85,707 was paid to W.S. Griffith, and 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, 2000 (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 subagents performance. For the year ended August 31, 2000,
financial agent fees were $391,386, of which PEPCO received $82,360. 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 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, 2000,
transfer agent fees were $866,700 of which PEPCO retained $269,312 which is net
of the fees paid to State Street.

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

Aggregate
Net Asset
Shares Value
--------- -----------
Core Equity Fund--Class A........ 1,375,977 $18,052,818

3. PURCHASE AND SALE OF SECURITIES

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

Purchases Sales
------------ ------------
Core Equity Fund............ $ 31,912,129 $ 51,956,665
Growth & Income Fund........ 345,143,598 251,550,109

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

4. CREDIT RISK

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

5. CAPITAL LOSS CARRYOVERS

At August 31, 2000, the Growth & Income Fund had a capital loss carryover
of $1,107,211, expiring in 2008. This may be used to offset future capital
gains.

Under current tax law, capital loss realized after October 31 may be
deferred and treated as occurring on the first business day of the following
fiscal year. For the year ended August 31, 2000, the Growth & Income Fund
deferred capital losses of $966,490.

6. RECLASSIFICATION OF CAPITAL ACCOUNTS

In accordance with accounting pronouncemnts, the Trust has recorded
several reclassifications in the capital accounts. These reclassifications have
no impact on the net asset value of the Fund 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, 2000,
each Fund recorded the following reclassifications to increase (decrease) the
accounts listed below:

Capital paid
Undistributed Accumulated in on shares
net investment net realized of beneficial
income gain(loss) interest
-------------- ------------ -------------
Core Equity Fund $ 146,619 -- $ (146,619)
Growth & Income Fund 990,799 28,083 (1,018,882)

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

25
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

PRICEWATERHOUSECOOPERS [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, 2000, the results of each of their operations,
the changes in each of their net assets and the financial highlights for the
periods indicated, in conformity with accounting principles generally accepted
in the United States of America. 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 auditing standards
generally accepted in the United States of America, 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, 2000 by correspondence with the custodian and brokers, provide a reasonable
basis for our opinion.

/s/ PriceWaterhouseCoopers LLP

Boston, Massachusetts
October 12, 2000

26
<PAGE>

PHOENIX EQUITY SERIES FUND

PART C--OTHER INFORMATION

ITEM 23. EXHIBITS

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

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

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

d.1 Investment Advisory 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 herewith.

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

C-1
<PAGE>

k. Not applicable.

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 Distribution Plan for Class B Shares filed via EDGAR with
Post-Effective Amendment 5 on September 26, 2000 and
incorporated herein by reference.

m.3 Distribution Plan for Class C Shares filed via EDGAR with
Post-Effective Amendment 5 on September 26, 2000 and
incorporated herein by reference.

n. Financial Data Schedules.

o.1 Amended and Restated Plan pursuant to Rule 18f-3 effective
September 1, 1999, filed via EDGAR with Post-Effective
Amendment 5 on September 26, 2000 and incorporated herein by
reference.

o.2 First Amendment to Amended and Restated Plan pursuant to Rule
18f-3 dated February 24, 2000 filed via EDGAR with Post-
Effective Amendment 5 on September 26, 2000 and incorporated
herein by reference.

p. Codes of Ethics for the Trust, the Advisors and Distributor
filed via EDGAR with Post-Effective Amendment 5 on September
26, 2000 and incorporated herein by reference.

q.1 Power of Attorney for Mr. Roth filed via EDGAR with Post-
Effective Amendment No. 3 on December 30, 1998 and
incorporated herein by reference.

q.2 Powers of Attorney for all other Trustees filed via EDGAR with
Post-Effective Amendment 5 on September 26, 2000 and
incorporated herein by reference.

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

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

None.

ITEM 25. INDEMNIFICATION

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

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

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<PAGE>

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 Bond Fund,
Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix
Multi-Series Trust, Phoenix-Oakhurst Income & Growth Fund, Phoenix-Oakhurst
Strategic Allocation Fund, Phoenix-Seneca Funds, Phoenix Series Fund,
Phoenix Strategic Equity Series Fund, Phoenix-Zweig Trust, Phoenix Home Life
Variable 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 Chairman Trustee and President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480

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

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

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

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

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

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

C-3
<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------

<S> <C> <C>
Jacqueline Porter Assistant Vice President, Assistant Treasurer
Financial Reporting
</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.

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, 56
Prospect Street, Hartford, Connecticut 06115.

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 fund certifies it meets all the requirements
for the effectiveness of this registration statement under the rule 485(b) of
the Securities Act and the Registrant 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 15th day of
December, 2000.

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 15th day of December, 2000.

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

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

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

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

--------------------------------------- Trustee
Richard E. Segersen*

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

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

S-1