PHOENIX EUCLID FUNDS
497, 1999-08-20
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                       PHOENIX-EUCLID MARKET NEUTRAL FUND

                       Supplement dated August 20, 1999 to
                       Prospectus dated November 30, 1998,
        as supplemented December 16, 1998, March 1, 1999 and May 1, 1999
     and to the Statement of Additional Information dated November 30, 1998

TRANSFER AGENT

Effective July 23, 1999, Phoenix Equity Planning Corporation, 100 Bright Meadow
Boulevard, P.O. Box 2200, Enfield, CT 06083-2200, serves as Transfer Agent for
the Trust. As compensation, Equity Planning receives a fee equivalent to $17.95
for each designated non-daily dividend shareholder account and $22.25 for each
designated daily dividend shareholder account, plus out-of-pocket expenses. The
Transfer Agent is authorized to engage subagents to perform certain shareholder
servicing functions from time to time for which such agents are paid a fee by
the Transfer Agent. State Street Bank and Trust Company serves as subtransfer
agent pursuant to a Subtransfer Agency Agreement.

All references to contacting the Fund or Transfer Agent by telephone contained
in the current prospectus are hereby amended to change the telephone number to:
1-800-243-1574. The information under "How to Buy Shares through the Transfer
Agent" and "Selling your Shares BY MAIL through the Transfer Agent" remains
unchanged. If you have any questions about the Fund, you may contact a customer
service representative at 1-800-243-1574 (option 0), between 8:00 a.m. and 6:00
p.m., Eastern Time, Monday through Friday.

All references to the former Transfer Agent and Dividend Paying Agent contained
in the current prospectus and Statement of Additional Information are hereby
replaced with the above information.

         INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR
                               FUTURE REFERENCE.

PXP 1205TA (8/99)



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