PHOENIX VALUE EQUITY FUND
PHOENIX SMALL CAP VALUE FUND
Supplement dated November 5, 1997 to
Prospectus dated November 5, 1997
Dealer Concessions
The following paragraph should be inserted under the heading "Dealer
Concessions" on page 16 of the Prospectus.
In connection with aggregate purchases (net of redemptions) of any
combination of Classes of Shares of the following Funds between November 5,
1997 and December 31, 1997, Equity Planning may pay participating
broker/dealers, out of its profits and resources, an additional dealer
discount or sales commission equal to 0.50% of the purchase price. This fee
does not apply to shares purchased through non-commissionable exchanges.
Phoenix-Engemann Funds:
[Bullet] Growth Fund [Bullet] Nifty Fifty Fund
[Bullet] Balanced Return Fund [Bullet] Global Growth Fund
[Bullet] Small & Mid-Cap Growth Fund [Bullet] Value 25 Fund
Phoenix Funds:
[Bullet] Phoenix Core Equity Fund [Bullet] Phoenix Growth and Income Fund
[Bullet] Phoenix Value Equity Fund [Bullet] Phoenix Small Cap Value Fund*
*Note: Phoenix Small Cap Value Fund will not accept investor applications or
purchases prior to November 20, 1997.
