PHOENIX EUCLID FUNDS, 485BPOS, 2000-10-26

PHOENIX EUCLID FUNDS
485BPOS, 2000-10-26

Previous: LASALLE HOTEL PROPERTIES, 8-K, 2000-10-26

Next: PHOENIX EUCLID FUNDS, 485BPOS, EX-99.J, 2000-10-26

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2000
REGISTRATION NOS. 333-45675
811-08631

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

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. 5 |X|

AND/OR
REGISTRATION STATEMENT
UNDER THE

INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 6 |X|

(CHECK APPROPRIATE BOX OR BOXES)

----------

PHOENIX-EUCLID FUNDS

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

----------

900 THIRD AVENUE, 31ST FLOOR, NEW YORK, NEW YORK 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(212) 451-1100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

----------

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

----------

It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
|X| on October 31, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)

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

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

<PAGE>

PHOENIX-EUCLID FUNDS

Cross Reference Sheet Pursuant to Rule 495(a)
(Under The Securities Act of 1933)

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 You Should 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 Objectives and
Policies; Investment Restrictions
13. Management of the Fund................................... Management of the Fund
14. Control Persons and Principal Holders of Securities...... Management of the Fund
15. Investment Advisory and Other Services................... Services of the Adviser; The
Distributor; Distribution Plans; Other
Information
16. Brokerage Allocation and Other Practices................. Portfolio Transactions and Brokerage
17. Capital Stock and Other Securities...................... Other Information
18. Purchase, Redemption, and Pricing of Shares.............. Net Asset Value; How to Buy
Shares; Investor Account Services;
Redemption of Shares; Tax
Sheltered Retirement Plans
19. Taxation of the Fund..................................... Dividends, Distributions and Taxes
20. Underwriters............................................. The Distributor
21. Calculation of Performance Data.......................... Performance Information
22. Financial Statements..................................... Financial Statements

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

<PAGE>

Phoenix Investment Partners

Prospectus

October 31, 2000

-------- Euclid

Phoenix-Euclid
Market Neutral 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 that you should know
before investing in the Phoenix-Euclid
Market Neutral Fund. Please read it
carefully and retain it for future
reference.
[logo] PHOENIX
INVESTMENT PARTNERS

<PAGE>

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

Investment Risk and Return Summary......................... 1
Fund Expenses.............................................. 4
Additional Investment Techniques........................... 5
Management of the Fund..................................... 7
Pricing of Fund Shares..................................... 8
Sales Charges.............................................. 9
Your Account............................................... 11
How to Buy Shares.......................................... 13
How to Sell Shares......................................... 13
Things You Should Know When Selling Shares................. 14
Account Policies........................................... 15
Investor Services.......................................... 17
Tax Status of Distributions................................ 17
Financial Highlights....................................... 18
Additional Information..................................... 21

[triangle] Phoenix-
Euclid
Market
Neutral
Fund

<PAGE>

INVESTMENT RISK AND RETURN SUMMARY
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Euclid Market Neutral Fund has an investment objective to seek long-term
capital appreciation while maintaining minimal portfolio exposure to general
equity market risk. There is no guarantee that the fund will achieve its
objective.

PRINCIPAL INVESTMENT STRATEGIES

[arrow] The goal of market neutral investing is to generate returns that are
independent of the direction of the stock market. The fund attempts to
maintain minimal exposure to general market risk by always having both
long and short positions in stocks. The fund has a long position when
it owns the security and has "sold short" a position when it sells a
security it does not own. When the fund has "sold short," it must
borrow the security in order to settle the sell and buy the security at
a later date to pay back the lender. The fund must maintain collateral
at least equal to the current market value of the security sold short.
The fund will not make a short sale if the market value of all short
positions would exceed 100% of the value of the fund's net assets
giving effect to such sale.

[arrow] The fund strives to have long positions in stocks that it believes will
outperform the market and short positions in stocks that it believes
will underperform the market. Under normal circumstances, the fund
seeks to maintain a balance between investments that are expected to
benefit from a general rise in stock prices and investments that are
expected to benefit from a general stock market decline.

[arrow] The fund utilizes proprietary stock selection models that are designed
to predict relative attractiveness of stocks. The models collect
fundamental data such as earnings, dividends, cash flow, revenues, and
book value. The fundamental data is then used to analyze
characteristics such as growth prospects, valuation and momentum. Each
stock is then given a score. The fund strives to profit by purchasing
stocks that have relatively high scores and selling short stocks that
have relatively low scores.

[arrow] In selecting stocks for fund investment, the fund uses a blended
strategy, investing in both growth and value stocks.

[arrow] In addition to purchasing or selling short individual securities, the
fund may purchase or sell short any type of future or option related to
such investment.

Phoenix-Euclid Market Neutral Fund 1
<PAGE>

[arrow] The fund seeks a total return greater than the return on 3-month U.S.
Treasury Bills.

[arrow] The fund's turnover rate is expected to be higher than that of other
mutual funds. A high portfolio turnover rate may increase costs to the
fund, may negatively affect fund performance, and may increase capital
gains distributions, resulting in greater tax liability to you.

The investment objective and policies of the fund may be changed without
shareholder approval, except as explicitly set forth in this prospectus or in
the Statement of Additional Information.

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

PRINCIPAL RISKS

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

EQUITY SECURITIES

Although the fund seeks to minimize market risk, it can not be eliminated.
Conditions affecting the overall economy or specific industries or companies in
which the fund invests can be worse than expected. The fund's long positions may
decline in value at the same time that the value of the securities sold short
increases, thereby increasing the potential for losses. As a result, the value
of your shares may decrease.

FUTURES AND OPTIONS

Futures and options involve market risk in excess of their value. The use of
futures or options may result in larger losses or smaller gains than otherwise
would be the case. The prices of futures and options and the price movements of
the securities that the future or option is intended to simulate may not
correlate well.

Liquidity of futures and options markets can be adversely affected by market
factors. If the fund cannot close out its futures position, it may be compelled
to continue to make daily cash payments to the broker to meet margin
requirements, thus increasing transaction costs. Generally, there are more
speculators in futures and options markets than general securities markets,
which can result in price distortions.

SHORT SALES

In order to establish a short position in a security, the fund must first borrow
the security from a broker or other institution to complete the sale. The fund
may not always be able to borrow a security, or to close out a short position at
a particular time or at an acceptable price. If the price of the borrowed
security increases between the date of the short sale and the date on which the
fund replaces the security, the fund may experience a loss. The fund's loss on a
short sale is limited only by the maximum attainable price of the security
(which could be limitless) less the price the fund paid for the security at the
time it was borrowed.

2 Phoenix-Euclid Market Neutral Fund
<PAGE>

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Euclid Market Neutral Fund. The bar chart shows the fund's Class
A Shares performance.(1) The table shows how the fund's average annual returns
over the life of the fund compare to those of a broad-based securities market
index. The fund's past performance is not necessarily an indication of how the
fund will perform in the future.

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1999 -5.53

(1) The fund's annual return in the chart above does not reflect the deduction
of any sales charges. The return would have been less than that shown if sales
charges were deducted. During the period shown in the chart above, the highest
return for a quarter was 2.41% (quarter ending September 30, 1999) and the
lowest return for a quarter was -7.41% (quarter ending March 31, 1999).
Year-to-date performance (through September 30, 2000) was -2.16%.

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

<S> <C> <C>
Class A Shares(3) -10.96% -7.46%
-----------------------------------------------------------------------------------------------------------------
Class B Shares -9.88% -6.96%
-----------------------------------------------------------------------------------------------------------------
Class C Shares -6.41% -4.90%
-----------------------------------------------------------------------------------------------------------------
Class I Shares -5.29% -3.88%

-----------------------------------------------------------------------------------------------------------------
3-month Treasury Bill(4) 4.76% 4.83%
-----------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) Since inception May 1, 1998.

(3) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.

(4) The Benchmark is calculated based upon the performance of a 3-month U.S.
Treasury Bill. Part of the return from a market neutral strategy is from
interest on the proceeds from short sales which will approximate the 3-month
Treasury Bill return. Unlike Treasury Bills, which have a fixed rate of return
and are backed by the United States, market neutral investing in the market
neutral funds involves risk of losing your capital.

Phoenix-Euclid Market Neutral Fund 3
<PAGE>

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

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

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
SHAREHOLDER FEES (FEES PAID
DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (load) Imposed
on Purchases (as a percentage of
<S> <C> <C> <C> <C>
offering price) 5.75% None None None

Maximum Deferred Sales Charge (load)
(as a percentage of the lesser of the
value redeemed or the amount invested) None(b) 5%(c) 1.25%(d) None

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

Redemption Fee None None None None

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

CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
ANNUAL FUND OPERATING
EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)

Management Fees 1.50% 1.50% 1.50% 1.50%

Distribution and Service (12b-1) Fees (e) 0.30% 1.00% 1.00% None

Other Expenses:

Dividends on Short Sales 1.54% 1.54% 1.54% 1.54%

Remainder of Other Expenses 0.54% 0.54% 0.54% 0.54%
---- ---- ---- ----

Total Other Expenses 2.08% 2.08% 2.08% 2.08%
---- ---- ---- ----

TOTAL ANNUAL FUND OPERATING
EXPENSES (A) 3.88% 4.58% 4.58% 3.58%
==== ==== ==== ====
-------------------------
</TABLE>

(a) The adviser has voluntarily undertaken to limit expenses (exclusive of
taxes, interest, dividends on short sales, brokerage commissions, 12b-1 fees and
extraordinary expenses) until February 28, 2001 to 2.00% of the fund's average
net assets. Total Annual Fund Operating Expenses, after expense reimbursement
and excluding dividends on short sales, were 2.34 % for Class A Shares, 3.04%
for Class B Shares, 3.04% for Class C Shares, and 2.04% for Class I Shares.

(b) A 1% CDSC is imposed on redemptions within 12 months of purchases of $1
million or more originally purchased without an initial sales charge as
described under "Class A Shares - Reduced Initial Sales Charges" in the
Statement of Additional Information.

(c) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.

(d) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.

(e) 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").

4 Phoenix-Euclid Market Neutral Fund
<PAGE>

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 seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------
Class A $943 $1,691 $2,455 $4,443
-----------------------------------------------------------------------------------------------------------------
Class B $859 $1,683 $2,414 $4,528
-----------------------------------------------------------------------------------------------------------------
Class C $584 $1,383 $2,314 $4,677
-----------------------------------------------------------------------------------------------------------------
Class I $361 $1,097 $1,855 $3,845
-----------------------------------------------------------------------------------------------------------------
</TABLE>

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

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 manager. Refer to
the section "Management of the Fund" for information about expense
reimbursement.

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

In addition to the Principal Investment Strategies and Principal Risks, the fund
may engage in the following investment techniques:

BORROWING

The fund may obtain fixed interest rate loans in amounts up to one-third the
value of its net assets and invest the loan proceeds in other assets. If the
securities purchased with such

Phoenix-Euclid Market Neutral Fund 5
<PAGE>

borrowed money decrease in value or do not increase enough to cover interest and
other borrowing costs, the fund will suffer greater losses than if no borrowing
took place.

FOREIGN INVESTING

The fund may invest in equity securities of foreign (non-U.S.) issuers. Foreign
equity investments are generally limited to securities traded on U.S. exchanges.

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. Dividends and other income payable on foreign
securities may also be subject to foreign taxes.

Some foreign 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. In
addition, foreign markets and currencies may not perform as well as U.S.
markets.

ILLIQUID SECURITIES

The fund 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.

MONEY MARKET INSTRUMENTS

To meet margin requirements, redemptions or for investment purposes, the fund
will hold money market instruments, including full faith and credit obligations
of the United States, high quality short-term notes and commercial paper.

REPURCHASE AGREEMENTS

The fund may invest in repurchase agreements. Default or insolvency of the other
party presents a risk to the fund.

SECURITIES LENDING

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

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

6 Phoenix-Euclid Market Neutral Fund
<PAGE>

MANAGEMENT OF THE FUND
--------------------------------------------------------------------------------

THE ADVISER

Euclid Advisors LLC ("Euclid") is the investment adviser to the fund and is
located at 900 Third Avenue, New York, NY 10022. Euclid may also act as the
investment adviser for other accounts. As of December 31, 1999, Euclid had $85.9
million in assets under management.

Euclid is a wholly-owned subsidiary of Phoenix/Zweig Advisers LLC which is a
wholly-owned subsidiary of Phoenix Investment Partners, Ltd. ("PXP"), a Delaware
corporation, located at 56 Prospect Street, Hartford, Connecticut 06115. PXP is
a publicly traded independent registered investment advisory firm, and has
served investors for over 70 years. As of December 31, 1999, PXP had over $64.6
billion in assets under management.

Subject to the direction of the fund's Board of Trustees, Euclid is responsible
for managing the fund's investment program, the general operations and
day-to-day management of the fund. Euclid manages the fund's assets to conform
with the investment policies as described in this prospectus.

The fund pays Euclid a monthly investment management fee that is accrued daily
against the value of the fund's net assets at the annual rate of 1.50%.

The adviser has voluntarily agreed to assume operating expenses of the fund
(excluding interest, taxes, dividends on short sales, brokerage commissions,
12b-1 fees, and extraordinary expenses) until February 28, 2001 to the extent
that such expenses exceed 0.50% of the average annual net assets of the fund.

During the fund's last fiscal year, the fund paid total management fees of
$1,990,121. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1999 was 1.50%.

PORTFOLIO MANAGEMENT

Carlton Neel and David Dickerson serve as Co-Portfolio Managers of the fund. Mr.
Neel is a Senior Vice President of the fund, Euclid Advisors LLC and
Phoenix/Zweig Advisers LLC. He has served as the Senior Portfolio Manager for
the Phoenix-Zweig Strategy Fund, Phoenix-Zweig Appreciation Fund and
Phoenix-Zweig Growth & Income Fund since January 2000; for Phoenix-Zweig Managed
Assets and Phoenix-Zweig Government Fund since July 1995; and for the
Phoenix-Zweig Foreign Equity Fund since its inception in November 1997. Mr. Neel
received a dual B.A. in Economics and Political Science from Brown University.
Prior to joining the Zweig Companies, he was a Vice President with J.P. Morgan &
Co., Inc. Mr. Dickerson began his investment career at Phoenix/Zweig Advisers in
1993. He was promoted to Assistant Portfolio Manager of Zweig Managed Assets in
1996, where he was responsible for managing the U.S. stock portion of the fund.
He was promoted to Co-Portfolio Manager of Phoenix-Zweig Strategy Fund in
January 2000. Mr. Dickerson earned a B.A. in Psychology from Harvard University
and an M.B.A. in Finance and Economics from New York University (Stern School of
Business).

Phoenix-Euclid Market Neutral Fund 7
<PAGE>

PRICING OF FUND SHARES
--------------------------------------------------------------------------------

HOW IS THE SHARE PRICE DETERMINED?

The fund calculates a share price for each class of its shares. The share price
is based on the net assets of the fund and the number of outstanding shares. In
general, the fund calculates net asset value by:

o adding the values of all securities and other assets of the fund,

o subtracting liabilities, and

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

Asset Value: The fund's investments are valued at market value. If market
quotations are not available, the fund determines a "fair value" for an
investment according to rules and procedures approved by the Trustees. Foreign
and domestic debt securities (other than short-term investments) are valued on
the basis of broker quotations or valuations provided by a pricing service
approved by the Trustees when such prices are believed to reflect the fair value
of such securities. Foreign and domestic equity securities are valued at the
last sale price or, if there has been no sale that day, at the last bid price,
generally. Short-term investments having a remaining maturity of sixty days or
less are valued at amortized cost, which the Trustees have determined
approximates market value.

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

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

The net asset value per share of each class of the 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). The fund will not calculate
its net asset values per share on days when the NYSE is closed for trading. If
the fund holds securities that are traded on foreign exchanges that trade on
weekends or other holidays when the fund does not price its shares, the net
asset value of the fund's shares may change on days when shareholders will not
be able to purchase or redeem the fund's shares.

AT WHAT PRICE ARE SHARES PURCHASED?

All investments received by the fund's 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

8 Phoenix-Euclid Market Neutral Fund
<PAGE>

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?

The fund presently offers four classes of shares that have different sales and
distribution charges (see "Fund Expenses" previously in this prospectus). The
fund has adopted distribution and service plans allowed under Rule 12b-1 of the
Investment Company Act of 1940 that authorize the fund to pay distribution and
service fees for the sale of its shares and for services provided to
shareholders.

WHAT ARRANGEMENT IS BEST FOR YOU?

The different classes permit you to choose the method of purchasing shares that
is most beneficial to you. In choosing a class, consider the amount of your
investment, the length of time you expect to hold the shares, whether you decide
to receive distributions in cash or to reinvest them in additional shares, and
any other personal circumstances. Depending upon these considerations, the
accumulated distribution and service fees and contingent deferred sales charges
of one class may be more or less than the initial sales charge and accumulated
distribution and service fees of another class of shares bought at the same
time. Because distribution and service fees are paid out of the 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.
Generally, Class A Shares are not subject to any charges by the fund when
redeemed; however, a 1% CDSC is imposed on redemptions within the first 12
months on purchases of $1 million or more if originally purchased without an
initial sales charge. Class A Shares have lower distribution and service fees
(0.30%) 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 six
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 six 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 seven years after purchase. Purchase of
Class B Shares may be inappropriate for any investor who may qualify for reduced
sales charges of Class A

Phoenix-Euclid Market Neutral Fund 9
<PAGE>

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 1.25%. 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.

CLASS I SHARES. Class I Shares are only available to persons subject to the
adviser's Code of Ethics relating to securities transactions, to tax-exempt
retirement plans specifically affiliated with the adviser, as well as certain
institutional investors. If you are eligible to purchase and do purchase Class I
Shares, you will pay no sales charge at any time. There are no distribution and
services fees applicable to Class I Shares. Class I Shares are not available in
all states. Please refer to "Alternative Purchase Arrangements" in the Statement
of Additional Information to see if you qualify.

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").

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

10 Phoenix-Euclid Market Neutral Fund
<PAGE>

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 7
--------------------------------------------------------------------------------
CDSC 5% 4% 3% 3% 2% 1% 0%

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS C SHARES
YEAR 1 2+
--------------------------------------------------------------------------------
CDSC 1.25% 0%

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

OPENING AN ACCOUNT

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

STEP 1.

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

Minimum INITIAL investments:

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

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

o $500 for all other accounts.

Phoenix-Euclid Market Neutral Fund 11
<PAGE>

Minimum ADDITIONAL investments:

o $25 for any account.

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

The fund reserves the right to refuse any purchase order for any reason.

STEP 2.

Your second choice will be what class of shares to buy. The fund offers Class A,
Class B and Class C Shares for individual investors, as well as Class I Shares
to qualified investors. Each has different sales and distribution charges.
Because all future investments in your account will be made in the share class
you choose when you open your account, you should make your decision carefully.
Your financial advisor can help you pick the share class that makes the most
sense for your situation.

STEP 3.

Your next choice will be how you want to receive any dividends and capital gain
distributions. Your options are:

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

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

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

o Receive both dividends and capital gain distributions in cash.

No interest will be paid on uncashed distribution checks.

12 Phoenix-Euclid Market Neutral Fund
<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.
---------------------------------------------------------------------------------------------------------------
Complete a New Account Application and send it with a check payable to the
Through the mail fund. Mail them to: State Street Bank, P.O. Box 8301, Boston, MA
02266-8301.
---------------------------------------------------------------------------------------------------------------
Complete a New Account Application and send it with a check payable to the
Through express delivery fund. Send them to: Boston Financial Data Services, Attn: Phoenix Funds,
66 Brooks Drive, Braintree, MA 02184.
---------------------------------------------------------------------------------------------------------------
By Federal Funds wire Call us at (800) 243-1574 (press 1, then 0).
---------------------------------------------------------------------------------------------------------------
Complete the appropriate section on the application and send it with your
By Investo-Matic 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 fund buy back shares at the net asset value next
determined after receipt of a redemption order by the fund's 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
fund does 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.

Phoenix-Euclid Market Neutral Fund 13
<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.
-----------------------------------------------------------------------------------------------------------------
Send a letter of instruction and any share certificates (if you hold
certificate shares) to: State Street Bank, P.O. Box 8301, Boston, MA
Through the mail 02266-8301. Be sure to include the registered owner's name, fund and account
number, and number of shares or dollar value you wish to sell.
-----------------------------------------------------------------------------------------------------------------
Send a letter of instruction and any share certificates (if you hold
certificate shares) to: Boston Financial Data Services, Attn: Phoenix
Through express delivery Funds, 66 Brooks Drive, Braintree, MA 02184. Be sure to include the
registered owner's name, fund and account number, and number of shares or
dollar value you wish to sell.
-----------------------------------------------------------------------------------------------------------------
By telephone For sales up to $50,000, requests can be made by calling (800) 243-1574.
-----------------------------------------------------------------------------------------------------------------
By telephone exchange Call us at (800) 243-1574 (press 1, then 0).
-----------------------------------------------------------------------------------------------------------------
</TABLE>

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

You may realize a taxable gain or loss (for federal income tax purposes) if you
redeem shares of the fund. The fund reserves the right to pay large redemptions
"in-kind" (in securities owned by the fund rather than in cash). Large
redemptions are those over $250,000 or 1% of the fund's net assets. Additional
documentation will be required for redemptions by organizations, fiduciaries, or
retirement plans, or if redemption is requested by anyone but the shareholder(s)
of record. Transfers between broker-dealer "street" accounts are governed by the
accepting 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

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

Send a clear letter of instruction 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.

14 Phoenix-Euclid Market Neutral Fund
<PAGE>

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

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

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

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

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

If required, the signature guarantee on your request must be made by an eligible
guarantor institution as defined by the fund's 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.

Phoenix-Euclid Market Neutral Fund 15
<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) 243-1574 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 fund 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 fund's
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 fund may be used as investments under the following qualified
prototype retirement plans: traditional IRA, rollover IRA, SEP-IRA, SIMPLE IRA,
Roth IRA, 401(k) plans, profit-sharing, money purchase pension plans, and 403(b)
plans. For more information, call (800) 243-4361.

16 Phoenix-Euclid Market Neutral Fund
<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, and minimum account balance requirements continue.
Shareholders in the program must own fund shares worth at least $5,000 and elect
to have all dividends reinvested.

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

The fund plans to make distributions from net investment income annually 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.

In addition, short-sale transactions will be subject to special tax rules which
could result in the fund realizing more short-term capital gains and ordinary
income taxed at ordinary income rates.

Phoenix-Euclid Market Neutral Fund 17

<PAGE>

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

These tables are intended to help you understand the fund's 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, except as
indicated. Their report, together with the fund's financial statements, are
included in the fund's most recent Annual Report, which is available upon
request.

<TABLE>
<CAPTION>
CLASS A
------------------------------------------
SIX MONTHS FROM
ENDED YEAR INCEPTION
4/30/00 ENDED 5/1/98 TO
(UNAUDITED) 10/31/99 10/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period $10.68 $10.84 $11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.13(5) 0.26 0.09
Net realized and unrealized gain (loss) (0.81) (0.29) (0.59)
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS (0.68) (0.03) (0.50)
----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.26) (0.13) --
----- ----- -----
Change in net asset value (0.94) (0.16) (0.50)
----- ----- -----
NET ASSET VALUE, END OF PERIOD $ 9.74 $10.68 $10.84
====== ====== ======
Total return(1) (6.40)%(3) (0.40)% (4.41)%(3)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands) $10,229 $20,648 $39,331
RATIOS TO AVERAGE NET ASSETS OF:
Operating expenses (excluding dividends on short
sales, after expense reimbursement) 2.34%(2) 2.34% 2.30%(2)
Operating expenses (including dividends on short
sales, after expense reimbursement) 3.91%(2)(4) 3.88% 3.65%(2)(4)
Net investment income 2.64%(2) 1.94% 2.33%(2)
Portfolio turnover rate 187%(3) 453% 216%
---------------------------
(1)Maximum sales charge is not reflected in total return calculation.
(2)Annualized.
(3)Not annualized.
(4)If the investment adviser has not waived fees and reimbursed expenses, the ratio of operating expenses to average
net assets (including dividends on short sales) would have been 3.99% and 3.69% for the periods ended April 30, 2000
and October 31, 1998, respectively.
(5)Computed using average shares outstanding.
</TABLE>

18 Phoenix-Euclid Market Neutral Fund
<PAGE>

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

<TABLE>
<CAPTION>
CLASS B
-------------------------------------------
SIX MONTHS FROM
ENDED YEAR INCEPTION
4/30/00 ENDED 5/1/98 TO
(UNAUDITED) 10/31/99 10/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period $10.62 $10.81 $11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.10(6) 0.15 0.06
Net realized and unrealized gain (loss) (0.82) (0.26) (0.59)
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS (0.72) (0.11) (0.53)
----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.19) (0.08) --
----- ----- -----
Change in net asset value (0.91) (0.19) (0.53)
----- ----- -----
NET ASSET VALUE, END OF PERIOD $ 9.71 $10.62 $10.81
====== ====== ======
Total return(1) (6.83)%(3) (1.02)% (4.67)%(3)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands) $17,532 $34,290 $47,794
RATIOS TO AVERAGE NET ASSETS OF:
Operating expenses (excluding dividends on short
sales, after expense reimbursement) 3.04%(2) 3.04% 3.00%(2)
Operating expenses (including dividends on short
sales, after expense reimbursement) 4.61%(2)(4) 4.58% 4.35%(2)(4)
Net investment income 1.94%(2) 1.24% 1.63%(2)
Portfolio turnover rate 187%(3) 453% 216%

CLASS C
--------------------------------------------
SIX MONTHS FROM
ENDED YEAR INCEPTION
4/30/00 ENDED 5/1/98 TO
(UNAUDITED) 10/31/99 10/31/98
----------- -------- --------
Net asset value, beginning of period $10.59 $10.80 $11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.10(6) 0.19 0.06
Net realized and unrealized gain (loss) (0.82) (0.31) (0.60)
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS (0.72) (0.12) (0.54)
----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.19) (0.09) --
----- ----- -----
Change in net asset value (0.91) (0.21) (0.54)
----- ----- -----
NET ASSET VALUE, END OF PERIOD $ 9.68 $10.59 $10.80
====== ====== ======
Total return(1) (6.78)%(3) (1.12)% (4.76)%(3)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands) $11,308 $25,364 $56,874
RATIOS TO AVERAGE NET ASSETS OF:
Operating expenses (excluding dividends on short
sales, after expense reimbursement) 3.04%(2) 3.04% 3.00%(2)
Operating expenses (including dividends on short
sales, after expense reimbursement) 4.61%(2)(5) 4.58% 4.35%(2)(5)
Net investment income 1.93%(2) 1.24% 1.63%(2)
Portfolio turnover rate 187%(3) 453% 216%
-------------------------
(1)Maximum sales charge is not reflected in total return calculation.
(2)Annualized.
(3)Not annualized.
(4)If the investment adviser has not waived fees and reimbursed expenses, the ratio of operating expenses to average
net assets (including dividends on short sales) would have been 4.69% and 4.39% for the periods ended April 30, 2000
and October 31, 1998, respectively.
(5)If the investment adviser has not waived fees and reimbursed expenses, the ratio of operating expenses to average net
assets (including dividends on short sales) would have been 4.68% and 4.39% for the periods ended April 30, 2000 and
October 31, 1998, respectively.
(6)Computed using average shares outstanding.
</TABLE>

Phoenix-Euclid Market Neutral Fund 19
<PAGE>

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

<TABLE>
<CAPTION>
CLASS I
--------------------------------------------
SIX MONTHS FROM
ENDED YEAR INCEPTION
4/30/00 ENDED 5/1/98 TO
(UNAUDITED) 10/31/99 10/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period $10.62 $10.85 $11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.15(5) 0.28 0.14
Net realized and unrealized gain (loss) (0.81) (0.28) (0.63)
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS (0.66) -- (0.49)
----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.29) (0.23) --
----- ----- -----
Change in net asset value (0.95) (0.23) (0.49)
----- ----- -----
NET ASSET VALUE, END OF PERIOD $ 9.67 $10.62 $10.85
====== ====== ======
Total return(1) (6.35)%(3) (0.01)% (4.32)%(3)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands) $13,324 $19,549 $20,846
RATIOS TO AVERAGE NET ASSETS OF:
Operating expenses (excluding dividends on short
sales, after expense reimbursement) 2.05%(2) 2.04% 2.00%(2)
Operating expenses (including dividends on short
sales, after expense reimbursement) 3.62%(2)(4) 3.58% 3.35%(2)(4)
Net investment income 2.93%(2) 2.24% 2.63%(2)
Portfolio turnover rate 187%(3) 453% 216%
-------------------------
(1)Maximum sales charge is not reflected in total return calculation.
(2)Annualized.
(3)Not annualized.
(4)If the investment adviser had not waived fees and reimbursed expenses, the ratio of operating expenses to average
net assets (including dividends on short sales) would have been 3.70% and 3.39% for the periods ended April 30, 2000
and October 31, 1998, respectively.
(5)Computed using average shares outstanding.
</TABLE>

20 Phoenix-Euclid Market Neutral Fund
<PAGE>

ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION

The fund has filed a Statement of Additional Information about the fund, dated
October 31, 2000, with the Securities and Exchange Commission. The Statement
contains more detailed information about the fund. It is incorporated into this
prospectus by reference and is legally part of the prospectus. You may obtain a
free copy of the Statement:

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

o by calling (800) 243-4361.

You may also obtain information about the fund 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 fund semiannually mails to its shareholders detailed reports containing
information about the fund's investments. The fund's Annual Report contains a
detailed discussion of the market conditions and investment strategies that
significantly affected the fund's performance from November 1 through October
31. You may request a free copy of the fund's Annual and Semiannual Reports:

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

o by calling (800) 243-4361.

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

SEC File Nos. 333-45675 and 811-08631 [recycle logo] Printed on recycled paper
using soybean ink

Phoenix-Euclid Market Neutral Fund 21

<PAGE>

PHOENIX EQUITY PLANNING CORPORATION
PO Box 2200
Enfield CT 06083-2200

[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 1349 (10/00)

<PAGE>

PHOENIX-EUCLID MARKET NEUTRAL FUND

A SERIES OF

PHOENIX-EUCLID FUNDS

900 Third Avenue
New York, New York 10022-4728

STATEMENT OF ADDITIONAL INFORMATION
October 31, 2000

This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current Prospectus of
Phoenix-Euclid Funds, dated October 31, 2000, and should be read in conjunction
with it. The Fund's Prospectus may be obtained by calling (800) 243-1574 or by
writing to Phoenix Equity Planning Corporation at 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200.

TABLE OF CONTENTS
PAGE
----
The Fund.................................................................. 1
Investment Restrictions................................................... 1
Investment Techniques and Risks........................................... 2
Performance Information .................................................. 5
Portfolio Turnover........................................................ 6
Portfolio Transactions and Brokerage...................................... 6
Services of the Adviser................................................... 7
Net Asset Value........................................................... 8
How to Buy Shares......................................................... 9
Alternative Purchase Arrangements......................................... 9
Investor Account Services................................................. 12
How to Redeem Shares...................................................... 13
Tax Sheltered Retirement Plans............................................ 14
Dividends, Distributions and Taxes........................................ 15
The Distributor........................................................... 16
Distribution Plans........................................................ 18
Management of the Fund ................................................... 19
Additional Information.................................................... 23

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

PXP 1206 (10/00)

<PAGE>

THE FUND
Phoenix-Euclid Funds (the "Trust") is an open-end diversified management
investment company which was organized under Delaware law in 1998 as a business
trust.

The Trust's Prospectus describes the investment objectives of the
Phoenix-Euclid Market Neutral Fund (the "Fund") and strategies that the Fund
will employ in seeking to achieve its investment objective. The Fund's
investment objective is a fundamental policy of the Fund and may not be changed
without the vote of a majority of the outstanding voting securities of the Fund.
The following discussion describes the Fund's investment policies and techniques
and supplements the disclosure in the Prospectus.

INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the Trust with
respect to the Fund. 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 or interests
therein, (iv) hold and sell real estate acquired by the Fund as a result of the
ownership of securities.

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

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

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

1
<PAGE>

INVESTMENT TECHNIQUES AND RISKS
The Fund may utilize the following practices or techniques in pursuing its
investment objectives.

BORROWING
The Fund may obtain fixed-interest loans and invest the loan proceeds in
other assets. If it should do so, and the performance of the Fund's investments
failed to cover interest and other costs of borrowing, the net asset value of
its shares would decrease faster than if the Fund had no borrowings outstanding.

FOREIGN ISSUERS
The Fund's long and short positions may include equity securities of foreign
issuers. Foreign issuers may be subject to different, and often less
comprehensive, accounting, reporting and disclosure standards than comparable
U.S. companies and may be subject to risks related to economic and political
conditions in foreign countries, including possible nationalization or
expropriation of their assets. Securities of foreign issuers may be less liquid
and at times more volatile than securities of comparable U.S. companies.

FUTURES CONTRACTS
In contrast to purchases of a common stock, no price is paid or received by
the Fund upon the purchase of a futures contract. Upon entering into a futures
contract, the Fund will be required to deposit in an account for the futures
broker a specified amount of cash or liquid securities, currently 2% to 5% of
the contract amount. This is known as "initial margin." The type of instruments
that may be deposited as initial margin, and the required amount of initial
margin, are determined by the futures exchange(s) on which the futures are
traded. The nature of initial margin in futures transactions is different from
that of margin in securities transactions in that futures contract margin does
not involve the borrowing of funds by the customer to finance the transactions.
Rather, the initial margin is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon termination of the
futures contract, assuming all contractual obligations have been satisfied. In
addition to initial margin, the Fund is required to deposit cash, liquid debt
securities, liquid equity securities or cash equivalents in an amount equal to
the notional value of all long futures contracts, less the initial margin
amount, in a segregated account with the custodian to ensure that the use of
such futures contracts is not leveraged. If the value of the securities placed
in the segregated account declines, additional securities, cash or cash
equivalents must be placed in the segregated account so that the value of the
account will at least equal the amount of the Fund's commitments with respect to
such futures contracts. Subsequent payments to and from the broker, called
"variation margin," will be made on a daily basis as the price of the future
fluctuates, a process known as "marking to the market." For example, if the Fund
purchases an S&P 500 future and the S&P 500 has risen, the Fund's corresponding
futures position will increase in value and the Fund will receive from the
broker a variation margin payment equal to that increase in value. Conversely,
when the S&P 500 declines, the Fund's futures position will be less valuable and
the Fund will be required to make a variation margin payment to the broker. When
the Fund terminates a position in a futures contract, a final determination of
variation margin is made, additional cash is paid to or by the Fund, and the
Fund realizes a gain or a loss.

The price of index futures may not correlate perfectly with movement in the
underlying index due to certain market distortions. First, all participants in
the futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions, which could distort the
normal relationship between the index and futures markets. Secondly, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market, and as a result the futures market may attract more
speculators than does the securities market which also may cause temporary price
distortions.

Positions in futures contracts may be closed out only if there is a secondary
market for such futures. Although the Fund intends to purchase or sell futures
only where there appears to be an active secondary market, there is no assurance
that a liquid secondary market will exist for any particular contract or at any
particular time. In such event, it may not be possible to close a futures
position and, in the event of adverse price movements, the Fund would continue
to be required to make daily cash payments of maintenance margin.

Generally, a futures contract is terminated by entering into an offsetting
transaction. An offsetting transaction for a futures contract sale is effected
by the Fund entering into a futures contract purchase for the same aggregate
amount of the specific type of financial instrument with the same delivery date.
If the price in the sale exceeds the price in the offsetting purchase, the Fund
immediately is paid the difference and thus realizes a gain. If the offsetting
purchase price exceeds the price in the sale, the Fund pays the difference and
realizes a loss. Similarly, the closing out of a futures contract purchase is
effected by the Fund entering into a futures contract sale. If the offsetting
sale price exceeds the purchase price, the Fund realizes a gain, and if the
purchase price exceeds the offsetting price, the Fund realizes a loss.

The hours of trading for futures contracts may not conform to the hours
during which the underlying securities are traded. To the extent that the
futures contracts markets close after the markets for the underlying securities,
significant price movements can take place in the futures contracts markets that
cannot be reflected in the markets of the underlying securities.

2
<PAGE>

Successful use of futures contracts by the Fund is also subject to the
Manager's ability to correctly predict movements in the direction of prices for
securities. Due to the possibility of price distortion in the futures market and
because of the imperfect correlation between movements in securities prices and
movements in the prices of futures contracts, a correct forecast of securities
prices by the Manager may still not result in a successful hedging transaction
over a short period of time.

ILLIQUID SECURITIES
Illiquid securities may be difficult to sell promptly at an acceptable price,
or may be sold only pursuant to certain legal restrictions. Difficulty in
selling securities may result in a loss or entail expenses not normally
associated with the sale of a portfolio security.

INDEX FUTURES, AND INDEX AND EQUITY OPTIONS
In addition to purchasing or selling short individual securities, the Fund
may purchase or sell short any type of future or option related to its
investments. These may include options not traded on exchanges, futures or
options tied to stock indexes or averages and options on individual securities.
Futures and options also may be used or combined with each other in order to
implement the Fund's overall strategy.

Futures and options tied to a securities index, such as the Standard & Poor's
500 Composite Stock Price Index (the "S&P 500"), have been used by mutual funds
for many years to manage their portfolios more efficiently. An S&P 500 futures
contract is a contract to buy or sell units of the S&P 500 at a specified future
date at a price agreed upon when the contract is made. A unit is the value of
the S&P 500 from time to time. Entering into a contract to buy units is commonly
referred to as buying or purchasing a contract, or holding a long position in
the S&P 500. Entering into a contract to sell units is commonly referred to as
selling a contract, or holding a short position in the S&P 500.

MONEY MARKET INSTRUMENTS
To meet margin requirements, redemptions or for investment purposes, the Fund
will hold a portion of its assets in full faith and credit obligations of the
United States (e.g., U.S. Treasury Bills), high quality short-term notes,
commercial paper or other money market instruments. To be considered "high
quality" such obligations must be rated at least "A-2" or "AA" by Standard &
Poor's ("S&P") or Prime 2 or "Aa" by Moody's Investors Service, Inc.
("Moody's"), issued by companies having an outstanding debt issue rated at least
"AA" by S&P or at least "Aa" by Moody's, or determined by the Manager to be of
comparable quality to any of the foregoing.

OPTIONS
When the Fund purchases an option, an amount equal to the premium paid by the
Fund for the option (its cost) is recorded initially as an investment. The
amount of the investment is "marked-to-the-market" daily to reflect the current
market value of the option. If the current market value of an option exceeds the
premium paid, the excess represents unrealized appreciation; conversely, if the
premium paid exceeds the current market value, the excess represents unrealized
depreciation.

When the Fund writes an option, an amount equal to the premium received by
the Fund is recorded as an asset and as an offsetting liability. The amount of
the liability is "marked-to-the-market" daily to reflect the current market
value of the option. If an option written by the Fund expires, or the Fund
enters into a closing purchase transaction, the Fund will realize a gain (or a
loss if the cost of a closing transaction exceeds the premium received) and the
liability related to such option will be extinguished.

If the Fund writes a covered call option and is unable to effect a closing
purchase transaction in a secondary market, it will not be able to sell the
underlying security until the option expires and may be required to deliver the
underlying security upon exercise. Although the Fund generally will purchase or
write only those options for which there appears to be an active secondary
market, there is no assurance that a liquid secondary market exists for any
particular option, or at any particular time, and for some options no secondary
market on an exchange may exist. In such event, it might not be possible to
effect closing transactions in particular options, with the result that the Fund
would have to exercise the option in order to realize any profit or would incur
transaction costs on the sale of underlying securities pursuant to the exercise
of put options it had written.

Reasons for the absence of a liquid secondary market include the following:
(a) there may be insufficient interest in trading certain options; (b)
restrictions may be imposed by an exchange on opening transactions or closing
transactions or both; (c) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options or underlying
securities; (d) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (e) the facilities of an exchange or the Options
Clearing Corporation (the "OCC") may not at all times be adequate to handle
current trading volume; or (f) one or more exchanges might, for economic or
other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that exchange (or in that class or series of options)
would cease to exist, although outstanding options on that exchange that had
been issued by the OCC as a result of trades on that exchange would continue to
be exercisable in accordance with their terms.

In addition, there is no assurance that higher-than-anticipated trading
activity or other unforeseen events might not, at times, render certain of the
facilities of the OCC inadequate, and thereby result in the institution by an
exchange of special procedures

3
<PAGE>

which may interfere with the timely execution of customers' orders. In the event
of a shortage of the underlying securities deliverable on exercise of a listed
option, the OCC has the authority to permit other, generally comparable
securities to be delivered in fulfillment of option exercise obligations. If the
OCC exercises its discretionary authority to allow such other securities to be
delivered, it may also adjust the exercise prices of the affected options by
setting different prices at which otherwise ineligible securities may be
delivered. As an alternative to permitting such substitute deliveries, the OCC
may impose special exercise settlement procedures.

The Fund is required to deposit cash, liquid debt securities, liquid equity
securities or cash equivalents in an amount equal to the exercise price of any
options it has written in a segregated account with the custodian to ensure that
the use of such options is not leveraged.

OPTIONS ON FUTURES CONTRACTS
Options on index futures contracts give the purchaser the right, in return
for the premium paid, to assume a position in an index futures contract at a
specified exercise price at any time during the period of the option. Upon
exercise of the option, the holder of the long position would assume the
underlying futures position and would receive a variation margin payment of cash
or securities approximating the increase in the value of the holder's option
position. If an option is exercised on the last trading day prior to the
expiration date of the futures contract, the settlement will be made entirely in
cash based on the difference between the exercise price of the option and the
final settlement price of the futures contract on the expiration date.

The ability to establish and close out positions in options on futures
contracts will be subject to the development and maintenance of a liquid
secondary market. It is not certain that such a market will develop. Although
the Fund generally will purchase only those options for which there appears to
be an active secondary market, there is no assurance that a liquid secondary
market on an exchange will exist for any particular option or at any particular
time. In the event no such market exists for particular options, it might not be
possible to effect closing transactions in such options, with the result that
the Fund would have to exercise the options in order to realize any profit.

Compared to the purchase or sale of futures contracts, the purchase of
options on futures contracts may involve less potential risk to 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 use of an option on a
futures contract would result in a loss to the Fund when the use of a futures
contract would not, such as when there is no movement in the prices of debt
securities. Purchasers of options who fail to exercise their options prior to
the exercise date suffer a loss of the premium paid.

Writing an option on a futures contract involves risks similar to those
arising in the sale of futures contracts.

In purchasing and selling futures contracts and in purchasing options on
futures contracts, the Fund presently intends to comply with rules and
interpretations of the Commodity Futures Trading Commission ("CFTC") under which
it is exempted from regulation as a commodity pool operator. The CFTC
regulations which exempt the Fund from regulation as a commodity pool operator
require, among other things, (i) that futures and related options be used solely
for bona fide hedging purposes, as defined in CFTC regulations or,
alternatively, with respect to each long futures or options position, the Fund
will ensure that the underlying commodity value of such contract does not exceed
the sum of segregated cash or money market instruments, margin deposits on such
contracts, cash proceeds from investments due in 30 days and accrued profits on
such contracts held by the commodity broker, and (ii) that the Fund not enter
into futures and related options for which the aggregate initial margin and
premiums exceed 5% of the fair market value of the Fund's total assets.

REPURCHASE AGREEMENTS
In a repurchase agreement transaction, the Fund agrees to purchase and
resell, and the seller also agrees to buy back, usually on the next business
day, a security at a fixed time and price which reflects an agreed-upon market
rate. Repurchase agreements may be thought of as loans to the seller
collateralized by the security to be repurchased. The risk to the Fund is the
ability of the seller to pay the agreed-upon sum on the repurchase date. In the
event of default, the repurchase agreement provides that the Fund is entitled to
sell the collateral. If the seller defaults when the value of the underlying
collateral is less than the repurchase price, the Fund could incur a loss of
both principal and interest. The manager monitors the value of the collateral
daily during the term of the repurchase agreement to determine that the value of
the collateral equals or exceeds the agreed-upon repurchase price. If a
defaulting seller were to be subject to a Federal bankruptcy proceeding, the
ability of the Fund to liquidate the collateral could be delayed or impaired
because of certain provisions of the bankruptcy laws.

SHORT SALES
The Fund will seek to neutralize the exposure of its long equity positions to
general equity market risk and to realize additional gains through the use of
short sales (selling a security it does not own) in anticipation of a decline in
the value of the security sold short relative to the long positions held by the
Fund. Historically, the Fund has maintained a short position exposure within 5%
of its long position exposure. To complete such a transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund then is obligated to
replace the security borrowed by purchasing it at the market price at the

4
<PAGE>

time of replacement. The price at such time may be more or less than the price
at which the security was sold by the Fund. Until the security is replaced, the
Fund is required to repay the lender any dividends or interest that accrue
during the period of the loan. To borrow the security, the Fund also may be
required to pay a premium, which would increase the cost of the security sold.
The net proceeds of the short sale will be retained by the broker (or by the
Fund's custodian in a special custody account) until the short position is
closed out, to the extent necessary to meet margin requirements. The Fund also
will incur transaction costs in effecting short sales. The amount of any gain
will be decreased, and the amount of any loss increased, by the amount of the
premium, dividends, interest or expenses a Fund may be required to pay in
connection with a short sale. An increase in the value of a security sold short
by the Fund over the price at which it was sold short will result in a loss to
the Fund, and there can be no assurance that the Fund will be able to close out
the position at any particular time or at an acceptable price.

PERFORMANCE INFORMATION
The Fund may, from time to time, include performance information in
advertisements, sales literature or reports to shareholders or prospective
investors. Performance information in advertisements and sales literature may be
expressed as a yield of a class and as a total return of any class of the Fund.

Standardized quotations of average annual total return for Class A, Class B,
Class C or Class I shares will be expressed in terms of the average annual
compounded rate of return for a hypothetical investment in either Class A, Class
B, Class C or Class I shares over periods of 1, 5 and 10 years or up to the life
of the class of shares), 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 on Class A, Class B, Class C and Class I shares
reinvested when paid.

The Fund 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 Age Wave, Inc.; the American Association of Retired
Persons; Baron's; Business Week; CDA/Wiesenberger Investment Companies Service;
Dalbar Surveys; Donoghue's Money Fund Report, Financial Planning; Financial
World; Forbes; Fortune; Fundscope, Hulbert Financial Digest; Ibbotson
Associates; Individual Investor, Investment Advisor, Investors Business Daily;
The Liscio Report; Lipper Analytical Services, Inc.; Micropal Inc.; Money;
Morningstar Mutual Funds; Mutual Fund Forecaster; Mutual Funds Magazine; The
National Center for Education Statistics; The New York Times; The Philatelic
Foundation; Smart Money; USA Today, U.S. News & World Report; The Wall Street
Journal; Worth and other industry publications. The Fund 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 Fund 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"),
Dow Jones Industrial Average, Europe Australia Far East Index (EAFE), Consumer
Price Index, Lehman Brothers Corporate Index and Lehman Brothers T-Bond Index.

Advertisements, sales literature and other communications may contain
information about the Fund and Adviser's current investment strategies and
management style. Current strategies and style may change to allow the Fund to
respond quickly to changing market and economic conditions. From time to time
the Fund may include specific portfolio holdings or industries, such as IBM or
health care, in such communications. To illustrate components of overall
performance, the Fund may separate its cumulative and average annual returns
into income and capital gains components; or cite separately as a return figure
the equity or bond portion of the Fund's portfolio; or compare the Fund's equity
or bond return future to well-known indices of market performance, including,
but not limited to: the S&P 500, Dow Jones Industrial Average, CS First Boston
High Yield Index and Salomon Brothers Corporate Bond and Government Bond
Indices.

Quotations of yield for the Fund will be based on all investment income per
share earned during a particular 30-day period (including dividends and
interest), less expenses accrued during the period ("net investment income"),
and is computed by dividing net investment income by the value of a share on the
last day of the period according to the following formula:

Yield = 2[(a - b + 1)(6)-1]
-----
c x d

5
<PAGE>

Where a = dividends and interest earned during the period by the Fund,
b = expenses accrued for the period (net of any reimbursements),
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends, and
d = the maximum offering price per share on the last day of the
period.

For the period ended October 31, 1999, the yield of the Class A Shares, Class
B Shares, Class C Shares and Class I Shares was (5.88)%, (5.97)%, (2.36)% and
(0.01)%, respectively.

The manner in which total return is calculated for public use is described
above. The following table illustrates average annual total return for the Fund
for the 1-year period ended October 31, 1999 and for the period since inception
(May 1, 1998) through October 31, 1999:

AVERAGE ANNUAL TOTAL RETURN AS OF OCTOBER 31, 1999

-------------------------------------------------------------------------------
One Year Since Inception(2)
-------------------------------------------------------------------------------
Class A(1) (6.13)% (6.96)%
------------------------------------------------------------------------------
Class B (5.97)% (6.38)%
-------------------------------------------------------------------------------
Class C (2.36)% (3.98)%
-------------------------------------------------------------------------------
Class I (0.01)% (2.95)%
-------------------------------------------------------------------------------
(1) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.
(2) Since May 1, 1998.

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
the 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 fund also may quote annual, average annual and annualized total return
and aggregate total return performance data, for both classes of shares of the
Fund, both as a percentage and as a dollar amount based on a hypothetical
$10,000 investment for various periods other than those noted below. Such data
will be computed as described above, except that (1) the rates of return
calculated will not be average annual rates, but rather, actual annual,
annualized or aggregate rates of return and (2) the maximum applicable sales
charge will not be included with respect to annual, annualized or aggregate rate
of return calculations.

PORTFOLIO TURNOVER
Portfolio turnover is calculated by dividing the lesser of purchases or sales
of portfolio securities during the fiscal year by the monthly average of the
value of the Fund's securities (excluding from the computation all securities,
including options, with maturities at the time of acquisition of one year or
less). The adviser does not usually consider the length of time the Fund has
held a position when making investment decisions. The Fund's turnover rate is
expected to be higher than that of other mutual Funds (a portfolio turnover rate
in excess of 100% may be deemed to be high) and will vary significantly from
time to time depending on the volatility of economic and market conditions.
Although the rate of portfolio turnover was significantly higher for its initial
six months of operations, it is anticipated that the annual portfolio turnover
rate of the Fund may be approximately 200% under normal circumstances. Short
sales and associated closing transactions are not included in portfolio turnover
because there is no intention to maintain the short position for more than one
year. It is, however, impossible to predict portfolio turnover in future years.
Portfolio turnover may result in realization of taxable capital gains, and
generally involves some expense, including brokerage costs. To the extent
portfolio turnover results in the realization of net short-term capital gains,
such gains ordinarily are taxed to shareholders at ordinary income tax rates.
Historical annual rates of portfolio turnover for the Fund are set forth in the
prospectus under the heading "Financial Highlights."

PORTFOLIO TRANSACTIONS AND BROKERAGE
The current Distributor, Phoenix Equity Planning Corporation ("Equity
Planning"), began distribution activities as of March 1, 1999. No principal
transactions are effected with Equity Planning. The prior Distributor for the
Fund was PXP Securities Corp., formerly Zweig Securities Corp., an affiliate of
Equity Planning.

Allocation of transactions, including their frequency, to various dealers is
determined by the Adviser in its best judgment and in a manner deemed fair and
reasonable to shareholders. The primary consideration is prompt and efficient
execution of orders in an effective manner at the most favorable price. Subject
to this consideration, dealers who provide supplemental investment research,
statistical or other services to the Adviser may receive orders for transactions
by the Fund. Information so received will enable the Adviser to supplement its
own research and analysis with the views and information of other securities
firms. Such information may be useful and of value to the Adviser and its
affiliates in servicing other clients as well as the Fund; in addition,
information obtained by the Adviser and its affiliates in servicing other
clients may be useful and of value to the Adviser in servicing the Fund. No
principal transactions are effected with PXP Securities Corp. or any of its
affiliates.

6
<PAGE>

The Fund may from time to time allocate brokerage commissions to firms that
furnish research and statistical information to the Adviser. The supplementary
research supplied by such firms is useful in varying degrees and is of
indeterminable value. Such research may, among other things, include advice
regarding economic factors and trends, advice as to occasional transactions in
specific securities and similar information relating to securities. No formula
has been established for the allocation of business to such brokers.
Consideration may be given to research provided and payment may be made of a fee
higher than that charged by another broker-dealer which does not furnish
research services or which furnishes research services deemed to be of lesser
value, so long as the criteria of Section 28(e) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") are met. Section 28(e) of the 1934 Act
specifies that a person with investment discretion shall not be deemed to have
acted unlawfully or to have breached a fiduciary duty solely because such person
has caused the account to pay a higher commission than the lowest available
under certain circumstances. To obtain the benefit of Section 28(e), the person
so exercising investment discretion must make a good faith determination that
the commissions paid are reasonable in relation to the value of the brokerage
and research services provided viewed in terms of either that particular
transaction or his overall responsibilities with respect to the accounts as to
which he exercises investment discretion.

Currently, it is not possible to determine the extent to which commissions
that reflect an element of value for research services might exceed commissions
that would be payable for execution series alone, nor generally can the value of
research services be measured. Research services furnished might be useful and
of value to the Adviser and its affiliates in serving other clients as well as
the Trust, but on the other hand any research service obtained by the Adviser or
the Distributor from the placement of portfolio brokerage of other clients might
be useful and of value to the Adviser in carrying out its obligation to the
Fund.

The exercise of calls written by a Fund may cause the Fund to sell portfolio
securities, thus increasing its turnover rate. The exercise of puts also may
cause a sale of securities and increase turnover. Although such exercise is
within the Fund's control, holding a protective put might cause the Fund to sell
the underlying securities for reasons which would not exist in the absence of
the put. A Fund will pay a brokerage commission each time it buys or sells a
security in connection with the exercise of a put or call. Some commissions may
be higher than those which would apply to direct purchases or sales of portfolio
securities.

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 period May 1, 1998 (commencement of operations) to October 31, 1998
and for the fiscal year ended October 31, 1999, brokerage commission paid by the
Fund on portfolio transactions totaled $958,971 and $1,726,617, respectively.
For the period May 1, 1998 to October 1, 1998 and for the fiscal year ended
October 31, 1999, the Fund paid PXP Securities Corp., an affiliate, $825 and
$13,093, respectively, for brokerage commissions on portfolio transactions. For
the fiscal year ended October 31, 1999, the amount paid to PXP Securities Corp.
was 0.76% of total brokerage commissions paid by the Trust and was paid on
transactions amounting to 0.21% of the aggregate dollar amount of transactions
involving the payment of commissions. Brokerage commissions of $33,730 paid
during the fiscal year ended October 31, 1999, were paid on portfolio
transactions aggregating $14,364,266 executed by brokers who provided research
and other statistical information.

SERVICES OF THE ADVISER
The investment adviser to the fund is Euclid Advisors LLC ("Euclid" or
"Adviser"), which is located at 900 Third Avenue, 31st floor, New York, NY
10022-4728. Euclid is a wholly-owned subsidiary of Phoenix/Zweig Advisers, LLC,
which is a wholly-owned subsidiary of Phoenix Investment Partners, Ltd. ("PXP").
Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life") of Hartford,
Connecticut is a majority shareholder of PXP. Phoenix Home Life is in the
business of writing ordinary and group life and health insurance and annuities.
Its principal offices are located at One American Row, Hartford, Connecticut
06115-2520. Equity Planning, a mutual fund distributor, acts as the national
distributor of the Fund's shares and as Financial Agent of the Fund. The
principal office of Equity Planning is located at 100 Bright Meadow Boulevard,
Enfield, Connecticut 06082.

PXP is a publicly-traded independent registered investment advisory firm and
has served investors for over 70 years. As of September 30, 2000, it had
approximately $61.9 billion in assets under management 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.

Overall responsibility for the management and supervision of the Fund rests
with the Trustees of the Phoenix-Euclid Funds (the "Trustees"). Euclid's
services under its Management Agreement are subject to the direction of the
Trustees.

7
<PAGE>

Pursuant to the Management Agreement, the Adviser: (a) supervises and assists
in the management of the assets of the Fund, furnishes the Fund with research,
statistical and advisory services and provides regular reports to the Trustees;
(b) provides advice and assistance with the operations of the Fund, compliance
support, preparation of the Fund's registration statements, proxy materials and
other documents and advice and assistance of the Adviser's General Counsel; (c)
makes investment decisions for the Fund; (d) selects brokers and dealers to
execute transactions for the Fund; (e) ensures that investments follow the
investment objective, strategies, and policies of the Fund and comply with
government regulations; and (f) furnishes office facilities, personnel necessary
to provide advisory services to the Fund, personnel to serve without salaries as
officers or agents of the Fund and compensation and expenses of any Trustees who
are also full-time employees of the Adviser or any of its affiliates.

The Fund pays the Adviser for its services pursuant to the Management
Agreement a monthly fee at the annual rate of 1.50% of the average daily net
assets of the Fund. For the fiscal years ended October 31, 1998 and 1999, fees
paid to the Adviser by the Fund aggregated $833,943 and $1,990,121,
respectively, before expense reimbursement. The Adviser has voluntarily
undertaken to limit the expenses of the Fund (exclusive of taxes, interest,
dividends paid on securities sold short, brokerage commissions, 12b-1 fees and
extraordinary expenses) until February 28, 2001 to 2.00% of its average daily
net assets. For the period May 1, 1998 (commencement of operations) to October
31, 1998, the Adviser's reimbursements to the Fund aggregated $52,190.

The Management Agreement will continue in effect from year to year if
specifically approved annually by a majority of the Board of Trustees who are
not parties to such contract or interested persons of any such party. The
Management Agreement may be terminated without penalty by either of the parties
on 60 days' written notice and must terminate in the event of its assignment.

The Management Agreement provides that the Adviser is liable only for its
acts or omissions caused by its willful misfeasance, bad faith or gross
negligence in the performance of its duties or reckless disregard of its
obligations under the Management Agreement. The Management Agreement permits the
Adviser to render services to others and to engage in other activities.

The Adviser may draw upon the resources of the Distributor and its qualified
affiliates in rendering its services to the Fund. The Distributor or its
affiliates may provide the Adviser (without charge to the Fund) with investment
information and recommendations that may serve as the principal basis for
investment decisions with respect to the Fund.

The Fund, its Adviser 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 Fund, 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 the Fund has a pending order.

NET ASSET VALUE
The net asset value per share of the Fund is determined as of the close of
trading of the New York Stock Exchange (the "Exchange") on days when the
Exchange is open for trading. The Exchange will be closed on the following
observed national holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Since the Fund does not price securities on
weekends or United States national holidays, the net asset value of the Fund's
foreign assets may be significantly affected on days when the investor has no
access to the Fund. The net asset value per share of the 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 plan fees and any other expenses allocated solely to that class,
are deducted from the proportionate interest of such class in the assets of the
Fund, and the resulting amount of each is divided by the number of shares of
that class outstanding to produce the net asset value per share.

A security that is listed or traded on more than one exchange is valued at
the quotation on the exchange determined to be the primary exchange for such
security by the Trustees or their delegates. Because of the need to obtain
prices as of the close of trading on various exchanges throughout the world, the
calculation of net asset value may not take place for the Fund if it invests in
foreign securities contemporaneously with the determination of the prices of the
majority of the portfolio securities of the 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 the 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.

8
<PAGE>

HOW TO BUY SHARES
The minimum initial investment is $500, and the minimum subsequent investment
is $25 for Class A, Class B or Class C Shares. However, both the minimum initial
and subsequent investment amounts are $25 for investments pursuant to the
"Investo-Matic" plan (a bank draft investing program administered by the
Distributor), or pursuant to the Systematic Exchange privilege, or for an
individual retirement account (IRA). In addition, there are no subsequent
investment minimum amounts in connection with the reinvestment of dividend or
capital gain distributions. The minimum initial investment for Class I Shares is
$1,000,000 with no minimum subsequent investment. Completed applications for the
purchase of shares should be mailed to: Phoenix-Euclid Funds, c/o State Street
Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301.

The Fund has authorized one or more brokers to accept on its behalf purchase
and redemption orders. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Fund's behalf.
The Fund will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Customer orders will be priced at the Funds' net asset values next
computed after they are accepted by an authorized broker or the broker's
authorized designee.

ALTERNATIVE PURCHASE ARRANGEMENTS
Shares may be purchased from investment dealers at a price equal to their net
asset value per share, plus a sales charge which, at the election of the
purchaser, may be imposed either (i) at the time of the purchase (the "initial
sales charge alternative") or (ii) on a contingent deferred basis (the "deferred
sales charge alternative"). Orders received by dealers prior to the close of
trading on the New York Stock Exchange are confirmed at the offering price
effective at that time, provided the order is received by the Authorized Agent
prior to its close of business.

The alternative purchase arrangements permit an investor to choose the method
of purchasing shares that is more beneficial given the amount of the purchase,
the length of time the investor expects to hold the shares, whether the investor
wishes to receive distributions in cash or to reinvest them in additional shares
of the Funds, and other circumstances. Investors should consider whether, during
the anticipated life of their investment in the Fund, the accumulated continuing
distribution and services fees and contingent deferred sales charges on Class B
or Class C Shares would be less than the initial sales charge and accumulated
distribution services fee on Class A Shares purchased at the same time.

Dividends paid by the Fund, if any, with respect to each class of shares will
be calculated in the same manner at the same time on the same day, except that
fees such as higher distribution and services fees and any incremental transfer
agency costs relating to each class of shares will be borne exclusively by that
class. See "Dividends, Distributions and Taxes."

CLASS A SHARES
Class A Shares incur a sales charge when they are purchased and enjoy the
benefit of not being subject to any sales charge when they are redeemed, except
that a 1.00% deferred sales charge applies to shares purchased by an investor in
amounts over $1 million if redeemed within 12 months of purchase. Such deferred
sales charge may be waived under certain conditions. Class A Shares are subject
to ongoing distribution and services fees at an annual rate of 0.30% 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. See Class A Shares--Reduced Initial Sales Charge.

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 six 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.

Class B Shares are subject to ongoing distribution and services fees at an
aggregate 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 and services fees paid by Class B Shares
will cause such shares to have a higher expense ratio and to pay lower
dividends, to the extent any dividends are paid, than those related to Class A
Shares. Class B Shares will automatically convert to Class A Shares seven years
after the end of the calendar month in which the shareholder's order to purchase
was accepted subject to the qualifications described in the Funds' Prospectus.
The purpose of the conversion feature is to relieve the holders of the Class B
Shares that have been outstanding for a period of time from most of the burden
of such distribution related expenses. The seven-year time limit has been deemed
sufficient for the Adviser and the Distributor to have been compensated for
distribution expenses related to the Class B Shares.

Class B Shares include all shares purchased pursuant to the deferred sales
charge alternative which have been outstanding for less than the period ending
seven years after the end of the month in which the shares were issued. At the
end of this period, Class B Shares will automatically convert to Class A Shares
and will no longer be subject to the higher distribution and services 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.

9
<PAGE>

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

CLASS 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 ongoing distribution and services fees at
an aggregate annual rate of up to 1.00% of the Fund's aggregate average daily
net assets. See the Funds' current Prospectus for more information.

CLASS I SHARES

Class I Shares are offered primarily to persons subject to the Adviser's Code
of Ethics relating to personal securities transactions and to tax-exempt
retirement plans specifically affiliated with the Investment Adviser, as well as
certain institutional investors. If you are eligible to purchase and do purchase
Class I Shares, you will pay no sales charge at any time. There are no
distribution and service fees applicable to Class I Shares. Class I Shares are
not available in all states.

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 PURCHASERS. If you fall within any one of the following categories,
you will not have to pay a sales charge on your purchase of Class A Shares: (1)
trustee, director or officer of the Phoenix Funds, the Phoenix-Zweig 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-Zweig Funds 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, trust company, or bank trust
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 and by retirement plans
with assets of $1,000,000 or more or at least 50 eligible employees; (15) any
person who is investing redemption proceeds from investment companies other than
the Phoenix Funds, Phoenix-Zweig Funds, Phoenix-Engemann Funds or Phoenix-Seneca
Funds 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, Phoenix-Zweig Fund,
Phoenix-Engemann Fund or Phoenix-Seneca Fund trustee or director; provided that
sales to persons listed in (1) through (16) above are made upon the written
assurance of the purchaser that the purchase is made for investment purposes and
that the shares so acquired will not be resold except to the Fund; (17)
purchasers of Class A Shares bought through investment advisers and financial
planners who charge an advisory, consulting or other fee for their services and
buy shares for their own accounts or the accounts of their clients; (18)
retirement plans and deferred compensation plans and trusts used to fund those
plans (including, for example, plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and "rabbi trusts" that buy shares
for their own accounts, in each case if those purchases are made through a
broker or agent or other financial intermediary that has made special
arrangements with the Distributor for such purchases; (19) 401(k) participants
in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at least $3
million in assets or 500 or more eligible employees; or (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

10
<PAGE>

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.

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 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 A SHARES--WAIVER OF DEFERRED SALES CHARGE
The 1% CDSC will be waived where the investor's dealer of record, due to the
nature of the investor's account, notifies the distributor prior to the time of
the investment that the dealer waives the commission otherwise payable to the
dealer, or agrees to receive such commissions ratably over a 12-month period.

CLASS B AND CLASS C SHARES--WAIVER OF SALES CHARGES

The CDSC is waived on the redemption (sale) of Class B and Class C Shares if
the redemption is made (a) within one year of death (i) of the sole shareholder
on an individual account, (ii) of a joint tenant where the surviving joint
tenant is the deceased's spouse, or (iii) of the beneficiary of a Uniform Gifts
to Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial
account; (b) within one year of disability, as defined in Code Section 72(m)(7);
(c) as a mandatory distribution upon reaching age 70 1/2 under any retirement
plan qualified under Code Sections 401, 408 or 403(b) or resulting from the
tax-free return of an excess contribution to an IRA; (d) by 401(k) plans using
an approved participant tracking system for participant hardships, death,
disability or normal retirement, and loans which are subsequently repaid; (e)
from certain other Class A and Class C Share retirement plans; (f) from the
Merrill Lynch Daily K Plan invested in Class B Shares, on which such shares the
Distributor has not paid the dealer the Class B sales commission; (g) based on
the exercise of exchange privileges among Class B and Class C Shares of this
Fund and any other Affiliated Phoenix Fund; (h) based on any direct rollover
transfer of shares from an established Fund qualified plan into another
Affiliated Phoenix Fund IRA by participants terminating from the qualified plan;
and (i) 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 when redeemed. Shareholders between the ages of 59 1/2 and
70 1/2 receiving a CDSC waiver on distributions under retirement plans described
in condition (c) above prior to May 1, 1999, will continue to receive the
waiver.

CONVERSION FEATURE--CLASS B SHARES
Class B Shares will automatically convert to Class A Shares of the Fund seven
years after they are bought. 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

11
<PAGE>

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 Trust were 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.

IMMEDIATE INVESTMENT
In order to obtain immediate investment of funds, initial and subsequent
purchases of shares of a Fund may also be made by wiring Federal Funds (monies
held in a bank account with a Federal Reserve Bank) directly pursuant to the
following instructions:

(1) For initial investments, telephone the Trust at (800) 367-5877. Certain
information will be requested from you regarding the account, and an
account number will be assigned.

(2) Once an account number has been assigned, direct your bank to wire the
Federal Funds to State Street Bank and Trust Company, Custody &
Shareholder Services Division, Boston, Massachusetts 02105, attention of
the Phoenix-Euclid Market Neutral Fund. Your bank must include the
account number and the name(s) in which your account is registered in its
wire and also request a telephone advice. Your bank may charge a fee to
you for transmitting funds by wire.

An order for shares of a Fund purchased with Federal Funds will be accepted
on the business day Federal Funds are wired provided the Federal Funds are
received by 4:00 p.m. on that day; otherwise, the order will not be accepted
until the next business day. Shareholders should bear in mind that wire
transfers may take two or more hours to complete.

Promptly after an initial purchase of shares made by wiring Federal Funds
directly, the shareholder should complete and mail an Account Application to
Equity Planning.

INVESTOR ACCOUNT SERVICES
The Fund offers 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 the Fund may be exchanged for shares
of the same class of another Affiliated Phoenix Fund on the basis of the
relative net asset values per share at the time of the exchange. Exchanges are
subject to the minimum initial investment requirement of the designated fund,
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 following receipt of a properly executed exchange
request, without sales charge. On exchanges with share classes that carry a
contingent deferred sales charge, the CDSC schedule of the original shares
purchased continues to apply. The exchange of shares is treated as a sale and
purchase for federal income tax purposes (see also "Dividends, Distributions and
Taxes"). Exchange privileges may not be available for all Phoenix Funds, and may
be rejected or suspended.

SYSTEMATIC EXCHANGES. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same class of shares of another Affiliated Phoenix Fund automatically on a
monthly, quarterly, semiannual or annual basis or may cancel this privilege at
any time. If you maintain an account balance of at least $5,000, or $2,000 for
tax qualified retirement benefit plans (calculated on the basis of the net asset
value of the shares held in a single account), you may direct that shares be
automatically exchanged at predetermined intervals for shares of the same class
of another Affiliated Phoenix Fund. This requirement does not apply to Phoenix
"Self Security" program participants. Systematic exchanges will be executed upon
the close of business on the 10th day of each month or the next succeeding
business day. Systematic exchange forms are available from the Distributor.

DIVIDEND REINVESTMENT ACROSS ACCOUNTS
If you maintain an account balance of at least $5,000, or $2,000 for tax
qualified retirement benefit plans (calculated on the basis of the net asset
value of the shares held in a single account), you may direct that any dividends
and distributions paid with

12
<PAGE>

respect to shares in that account be automatically reinvested in a single
account of one of the other Affiliated Phoenix Funds at net asset value. You
should obtain a current prospectus and consider the objectives and policies of
each Fund carefully before directing dividends and distributions to another
Fund. Reinvestment election forms and prospectuses are available from Equity
Planning. Distributions may also be mailed to a second payee and/or address.
Requests for directing distributions to an alternate payee must be made in
writing with a signature guarantee of the registered owner(s). To be effective
with respect to a particular dividend or distribution, notification of the new
distribution option must be received by the Transfer Agent at least three days
prior to the record date of such dividend or distribution. If all shares in your
account are repurchased or redeemed or transferred between the record date and
the payment date of a dividend or distribution, you will receive cash for the
dividend or distribution regardless of the distribution option selected.

INVEST-BY-PHONE
This expedited investment service allows a shareholder to make an investment
in an account by requesting a transfer of funds from the balance of their bank
account. Once a request is phoned in, Equity Planning will initiate the
transaction by wiring a request for monies to the shareholder's commercial bank,
savings bank or credit union via Automated Clearing House (ACH). The
shareholder's bank, which must be an ACH member, will in turn forward the monies
to Equity Planning for credit to the shareholder's account. ACH is a computer
based clearing and settlement operation established for the exchange of
electronic transactions among participating depository institutions.

To establish this service, please complete an Invest-by-Phone Application and
attach a voided check if applicable. Upon Equity Planning's acceptance of the
authorization form (usually within two weeks) shareholders may call toll free
(800) 367-5877 prior to 3:00 p.m. (New York time) to place their purchase
request. Instructions as to the account number and amount to be invested must be
communicated to Equity Planning. Equity Planning will then contact the
shareholder's bank via ACH with appropriate instructions. The purchase is
normally credited to the shareholder's account the day following receipt of the
verbal instructions. The Fund may delay the mailing of a check for redemption
proceeds of Fund shares purchased with a check or via Invest-by-Phone service
until the Trust 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 the 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 therefore postponed during periods when the New York Stock Exchange is
closed, other than customary weekend and holiday closings, or if permitted by
rules of the Securities and Exchange Commission, during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for the Fund to dispose of its securities or to determine fairly the value of
its net assets or during any other period permitted by order of the Securities
and Exchange Commission for the protection of investors. Furthermore, the
Transfer Agent will not mail redemption

13
<PAGE>

proceeds until checks received for shares purchased have cleared, which may take
up to 15 days or more after receipt of the check.

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 60 days written notice to the shareholder mailed to the address
of record. During the 60-day period the shareholder has the right to add to the
account to bring its value to $200 or more. See the Funds' current Prospectus
for more information.

BY MAIL
Shareholders may redeem shares by making a 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 Funds' current
Prospectus for more information.

TELEPHONE REDEMPTIONS
Shareholders who do not have certificated shares may redeem up to $50,000
worth of their shares by telephone. See the Funds' current Prospectus for
additional information.

REDEMPTION IN KIND
To the extent consistent with state and federal law, the Fund may make
payment of the redemption price either in cash or in kind. However, the Fund has
elected to pay in cash all requests for redemption by any shareholder of record,
limited in respect to each shareholder during any 90-day period to the lesser of
$250,000 or 1% of the net asset value of the Fund at the beginning of such
period. This election has been made pursuant to Rule 18f-1 under the Investment
Company Act of 1940 and is irrevocable while the Rule is in effect unless the
Securities and Exchange Commission, by order, permits the withdrawal thereof. In
case of a redemption in kind, securities delivered in payment for shares would
be readily marketable and valued at the same value assigned to them in computing
the net asset value per share of the Fund. A shareholder receiving such
securities would incur brokerage costs when he sold the securities.

ACCOUNT REINSTATEMENT PRIVILEGE
Shareholders who may have overlooked features of their investment at the time
they redeemed have a privilege of reinvestment of their investment at net asset
value. See the Funds' current Prospectus for more information.

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

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

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

14
<PAGE>

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

Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing in
Class B Shares of the 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
TAX STATUS
By paying dividends representing its investment company taxable income within
the time periods specified in the Internal Revenue Code of 1986, as amended (the
Code) and by meeting certain other requirements, the Fund intends to qualify as
a regulated investment company under the Code. Since the Fund intends to
distribute annually its investment company taxable income, net capital gains,
and capital gain net income, it will not be subject to income or excise taxes
otherwise applicable to undistributed income of a regulated investment company.
If the Fund were to fail to distribute all its income and gains, it would be
subject to income tax and, in certain circumstances, a 4% excise tax.

TAXATION OF SHAREHOLDERS
Dividends from net investment income and distributions from short-term
capital gains are taxable to shareholders as ordinary income. Regardless of how
long the Fund shares have been held, distributions of long-term gains realized
upon the sale of capital assets are subject to a maximum federal income tax rate
for noncorporate taxpayers of 20% if held for more than 12 months (10% for
individuals in the 15% tax bracket). Any loss realized by a shareholder upon the
disposition of Fund shares held for six months or less will be treated as
long-term capital loss to the extent of any amounts treated as distributions of
long-term capital gain held for more than one year during such six-month period.

Distributions by the Fund out of dividend income from domestic corporations
may qualify in whole or in part for the dividends received deduction if the
distributing Fund does not sell the stock in respect of which it received such
dividends before satisfying a 46-day holding period requirement (91 days for
certain preferred stock), and the shareholder holds Fund shares for at least 46
days. For this purpose, the distributing Fund holding period in such stock may
be reduced for periods during which the Fund reduces its risk of loss from
holding the stock (e.g., by entering into option contracts).

Investors who purchase shares shortly before the record date for a
distribution will pay a share price that includes the value of the anticipated
distribution and will be taxed on the distribution when it is received even
though with respect to them the distribution in effect represents a return of a
portion of their purchase price. Any loss realized on a sale or exchange of
shares will be disallowed if the shares disposed of are replaced within a period
of 61 days beginning 30 days before being acquired.

Individuals and certain other non-exempt payees will be subject to a 31%
backup Federal withholding tax on dividends and other distributions from the
Fund, as well as on the proceeds of redemptions if the Fund is not provided with
the shareholder's correct taxpayer identification number and certification that
the shareholder is not subject to such backup withholding, or if the Internal
Revenue Service notifies the Fund that the shareholder has failed to report
proper interest or dividends. For most individuals, the taxpayer identification
number is the taxpayer's social security number.

TAX TREATMENT OF CERTAIN TRANSACTIONS
In general, and as explained more fully below, if the Fund enters into
combinations of investment positions by virtue of which its risk of loss from
holding an investment position is reduced on account of one (or more) other
positions (i) losses realized on one position may be deferred to the extent of
any unrecognized gain on another position and (ii) long-term capital gains or
short-term capital losses may be recharacterized, respectively, as short-term
gains and long-term losses. Investments in foreign currency denominated
instruments or securities may generate, in whole or in part, ordinary income or
loss. The Federal income tax treatment of gains and losses realized from
transactions involving options on stock or securities entered into by a Fund
will be as follows: Gain or loss from a closing transaction with respect to
options written by the Fund, or gain from the lapse of any such option, will be
treated as short-term capital gain or loss. Gain or loss from the sale of put
and call options that the Fund purchases, and loss attributable to the lapse of
such options, will be treated as capital gain or loss. For this purpose, an
unexercised option will be deemed to have been sold on the date it expired. It
should be noted, however, that if a put is acquired

15
<PAGE>

at a time when the underlying stock or security has been held for not more than
one year, or if shares of the underlying stock or security are acquired while
such put is held, any gain on the subsequent exercise, sale or expiration of the
put will generally be short-term gain.

Any regulated futures contract or listed non-equity option held by a Fund at
the close of its taxable year will be treated as sold for its fair market value
on the last business day of such taxable year. Sixty percent of any gain or loss
with respect to such deemed sales, as well as the gain or loss from the
termination during the taxable year of the Fund's obligation (or rights) with
respect to such contracts by offsetting, by taking or making delivery, by
exercise or being exercised, by assignment or being assigned, by lapse, or
otherwise, will be treated as long-term capital gain or loss and the remaining
forty percent will be treated as short term capital gain or loss. A Fund may
make certain elections that modify the above tax treatment with respect to
regulated futures contracts or listed non-equity options that are part of a
mixed straddle, as defined by the Code.

The Fund may invest in certain investments that may cause it to realize
income prior to the receipt of cash distributions, including securities bearing
original issue discount. The level of such investments is not expected to affect
a Fund's ability to distribute adequate income to qualify as a regulated
investment company.

Treasury Regulations pursuant to Section 1092 provide for the coordination of
the wash sale rules and the short sale rules with the straddle rules. Generally,
the wash sale rules prevent the recognition of loss where a position is sold at
a loss and a substantially identical position is acquired within a prescribed
period. The short sale rules generally prevent the use of short sales to convert
short-term capital gain to long-term capital gain and long-term capital loss to
short-term capital loss.

In addition to the Federal income tax consequences described above relating
to an investment in the Fund, there may be other Federal, state, local or
foreign tax considerations that depend upon the circumstances of each particular
investor. Prospective shareholders are therefore urged to consult their tax
advisers with respect to the effects of this investment on their specific
situations.

THE DISTRIBUTOR
Pursuant to its Distribution Agreement with the Fund (the "Distribution
Agreement"), Phoenix Equity Planning Corporation ("Equity Planning") acts as
distributor of the Fund's shares and receives: with respect to Class A Shares, a
front-end sales commission, as described in the Prospectus under "Sales
Charges," and a 1% CDSC which may apply on redemptions within 12 months of
purchases not subject to a sales charge; with respect to Class B Shares, a
declining CDSC ranging from 5% to 1% of the gross proceeds of a redemption of
shares held for less than seven years; and, with respect to Class C Shares, a
CDSC of 1.25% of the gross proceeds of a redemption of shares held for less than
one year. A 1% CDSC may apply to redemptions within 12 months of purchases of
Class A Shares not subject to a sales charge. The Distributor also is
compensated under the Rule 12b-1 distribution plans as described more fully
below.

Equity Planning has undertaken to use its best efforts to find purchasers for
shares of the Fund. Shares of the Fund are offered on a continuous basis.
Pursuant to distribution agreements for each class of shares or distribution
method, the Distributor will purchase shares of the Fund for resale to the
public, either directly or through securities dealers or agents, and is
obligated to purchase only those shares for which it has received purchase
orders. Equity Planning may also sell Fund shares pursuant to sales agreements
entered into with bank-affiliated securities brokers who, acting as agent for
their customers, place orders for Fund shares with Equity Planning. If, because
of changes in law or regulations, or because of new interpretations of existing
law, it is determined that agency transactions of bank-affiliated securities
brokers are not permitted, the Trustees will consider what action, if any, is
appropriate. It is not anticipated that termination of sales agreements with
bank-affiliated securities brokers would result in a loss to their customers or
a change in the net asset value per share of a Fund.

For its services under the Distribution Agreement, the Distributor receives
sales charges on transactions in Fund shares and retains such charges less the
portion thereof allowed to its registered representatives and to securities
dealers and securities brokers with whom it has sales agreements. In addition,
the Distributor may receive payments from the Fund pursuant to the Distribution
Plans described below. PXP Securities Corp., formerly known as Zweig Securities
Corp., served as the distributor for the Fund prior to March 1, 1999. For the
fiscal years ended October 31, 1998 and 1999, purchasers of shares of the Fund
paid aggregate sales charges of $140,333 and $727,344, respectively, of which
PXP Securities Corp. and/or the Distributor received net commissions of $119,622
and $724,174, respectively for its services, the balance being paid to dealers.
For the fiscal year ended October 31, 1999, PXP Securities Corp. and/or the
Distributor received net commissions of $10,880 for Class A Shares and deferred
sales charges of $713,293 for Class B and Class C Shares.

16
<PAGE>

DEALER CONCESSIONS
Dealers with whom the Distributor has entered into sales agreements receive a
discount or commission as described below.

<TABLE>
<CAPTION>
AMOUNT OF
TRANSACTION SALES CHARGE AS A PERCENTAGE SALES CHARGE AS A PERCENTAGE DEALER DISCOUNT OR AGENCY FEE
AT OFFERING PRICE OF OFFERING PRICE OF AMOUNT INVESTED AS PERCENTAGE OF OFFERING PRICE
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Under $50,000 5.75% 6.10% 5.25%
$50,000 but under $100,000 4.75 4.99 4.25
$100,000 but under $250,000 3.75 3.90 3.25
$250,000 but under $500,000 2.75 2.83 2.25
$500,000 but under $1,000,000 2.00 2.04 1.75
$1,000,000 or more None None None
</TABLE>

In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares 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 (the "Plan") due to waiver of the CDSC for
these Plan participants' purchases. There is no dealer compensation payable on
Class I Shares. Your broker, dealer or investment adviser may also charge you
additional commissions or fees for their services in selling shares to you
provided they notify the Distributor of their intention to do so.

Dealers and other entities who enter into special arrangements with the
Distributor may receive compensation for the sale and promotion of shares of the
Funds and/or for providing other shareholder services. Such fees are in addition
to the sales commissions referenced above and may be based upon the amount of
sales of fund shares by a dealer; the provision of assistance in marketing of
fund shares; access to sales personnel and information dissemination services;
provision of recordkeeping and administrative services to qualified employee
benefit plans; and other criteria as established by the Distributor. Depending
on the nature of the services, these fees may be paid either from the Funds
through distribution fees, service fees or transfer agent fees or in some cases,
the Distributor may pay certain fees from its own profits and resources. From
its own profits and resources, the Distributor does intend to: (a) sponsor
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 as described in (c) and (d) above, including investments by
qualified employee benefit plans, is subsequently redeemed within one year of
the investment date, a 1% CDSC will apply, except for redemptions of shares
purchased by an investor in amounts of $1 million or more where such investor's
dealer of record, due to the nature of the investor's account, notifies the
distributor prior to the time of the investment that the dealer waives the
commission otherwise payable to the dealer, or agrees to receive such
commissions ratably over a 12 month period. In addition, the Distributor may pay
the entire applicable sales charge on purchases of Class A Shares to selected
dealers and agents. 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 dealers'
prior approval, the Distributor may provide additional compensation to
registered representatives of dealers in the form of travel expenses, meals, and
lodging associated with training and educational meetings sponsored by the
distributor. The Distributor may also provide gifts amounting in value to less
than $100, and occasional meals or entertainment, to registered representatives
of dealers. Any such travel expenses, meals, lodging, gifts or entertainment
paid will not be preconditioned upon the registered representatives' or dealers'
achievement of a sales target. The Distributor may, from time to time, reallow
the entire portion of the sales charge on class A shares which it normally
retains to individual selling dealers. However, such additional reallowance
generally will be made only when the selling dealer commits to substantial
marketing support such as internal wholesaling through dedicated personnel,
internal communications and mass mailings.

ADMINISTRATIVE SERVICES
Effective November 1, 1999, Equity Planning also acts as administrative agent
of the Fund and as such performs administrative, bookkeeping and pricing
functions for the Fund. For its services, Equity Planning is entitled to a fee,
payable monthly and based upon the average of the aggregate daily net asset
value of the Fund, at the following incremental annual rates:

17
<PAGE>

First $50 million .07%
$50 million to $200 million .06%
Greater than $200 million .01%

Equity Planning retains PFPC, Inc. as subagent for the Fund. For its services
during the Fund's fiscal year ended October 31, 1999, the previous
administrative agent, Bank of New York, received $139,611 under an
administration agreement that provided for compensation at the same rates as
described above.

DISTRIBUTION PLANS
The Fund has adopted a distribution plan for each class of shares, except
Class I Shares, in accordance with Rule 12b-1 under the Act (the "Plan"), to
compensate the Distributor for the services it provides and for the expenses it
bears under the Distribution Agreement. Each class of shares (other than Class I
Shares) pays a service fee at a rate of 0.25% per annum of the average daily net
assets of such class and a distribution fee based on average daily net assets at
a rate of 0.05% per annum for Class A Shares and 0.75% per annum for Class B
Shares and Class C Shares. If the Distributor receives any Rule 12b-1 payments
in excess of actual distribution expenses, the difference could be viewed as
profit to the Distributor for that year.

From the Service Fee the Distributor expects to pay a quarterly fee to
qualifying broker/dealer firms, as compensation for providing personal services
and/or the maintenance of shareholder accounts, with respect to shares sold by
such firms. This fee will not exceed on an annual basis 0.25% of the average
annual net asset value of such shares, and will be in addition to sales charges
on Fund shares which are reallowed to such firms. To the extent that the entire
amount of the Service Fee is not paid to such firms, the balance will serve as
compensation for personal and account maintenance services furnished by the
Distributor. The Distributor also pays to dealers as additional compensation
with respect to Class C Shares, 0.75% of the average annual net asset value of
that class.

A report of the amounts expended under the Plans must be made to the Board of
Trustees and reviewed by the Board at least quarterly. In addition, the Plans
provide that they may not be amended to increase materially the costs which the
Trust may bear for distribution pursuant to the Plans without shareholder
approval and that other material amendments to the Plans must be approved by a
majority of the Board, including a majority of the Board who are neither
interested persons of the Trust (as defined in the 1940 Act) nor have any direct
or indirect financial interest in the operation of the Plans (the "Qualified
Trustees"), by vote cast in person at a meeting called for the purpose of
considering such amendments.

The Plans are subject to annual approval by a majority of the Board of
Trustees, including a majority of the Qualified Trustees, by vote cast in person
at a meeting called for the purpose of voting on the Plans. The Plans are
terminable at any time by vote of a majority of the Qualified Trustees or, with
respect to any Class or Fund, by vote of a majority of the shares of such Class
or Fund. Pursuant to the Plans, any new trustees who are not interested persons
must be nominated by existing trustees who are not interested persons.

If the Plans are terminated (or not renewed) with respect to one or more
Classes or Funds, they may continue in effect with respect to any Class or Fund
as to which they have not been terminated (or have not been renewed).

Benefits from the Plans may accrue to the Trust and its shareholders from the
growth in assets due to sales of shares to the public pursuant to the Plans.
Increases in a Fund's net assets from sales pursuant to its Plan may benefit
shareholders by reducing per share expenses, permitting increased investment
flexibility and diversification of the Fund's assets, and facilitating economies
of scale (e.g., block purchases) in the Fund's securities transactions. Under
their terms, the Plans will continue from year to year, provided that such
continuance is approved annually by a vote of the Trustees in the manner
described above.

The continuance of the Plans for Class A, Class B and Class C Shares, and for
Class I Shares is approved annually by the Board of Trustees, including a
majority of the Qualified Trustees. Prior to approving the continuance of the
Plans, the Board requested and received from the Distributor all the information
which it deemed necessary to arrive at an informed determination as to such
continuance and adoption of the Plans. In making its determination to continue
the Plans, the Board considered, among other factors: (1) the Trust's experience
under the Plan's and the previous Rule 12b-1 Plan's of the Trust, and whether
such experience indicates that the Plans would operate as anticipated; (2) the
benefits the Trust had obtained under the Plans and would be likely to obtain
under the Plans; (3) what services would be provided under the Plans by the
Distributor to the Trust and its shareholders; and (4) the reasonableness of the
fees to be paid to the Distributor for its services under the Plans. Based upon
their review, the Board, including each of the Qualified Trustees, determined
that the continuance of the Plans would be in the best interest of the Trust,
and that there was a reasonable likelihood that the Plans would benefit the
Trust and its shareholders. In the Board's quarterly review of the Plans, they
will consider their continued appropriateness and the level of compensation
provided therein.

The Board of Trustees has the right to terminate the Rule 12b-1 Plan for the
Class B Shares, and in the event of such termination, no further payments would
be made thereunder. However, in the event the Board of Trustees were to
terminate the Rule 12b-1 Plan for the Class B Shares for the Fund, the Trust may
not thereafter adopt a new Rule 12b-1 Plan for a class of

18
<PAGE>

that Fund having, in the good faith determination of the Board of Trustees,
substantially similar economic characteristics to the Class B Shares.
Termination of the Rule 12b-1 Plan for the Class B Shares or the Distribution
Agreement does not affect the obligation of the Class B shareholders to pay
CDSCs. The Distributor has sold its right to receive certain payments under the
Distribution Agreement to a financial institution in order to finance the
distribution of the Class B Shares.

For the fiscal year ended October 31, 1999, the Fund paid Rule 12b-1 fees in
the amount of $928,779, of which the Distributor and the previous distributor,
PXP Securities Corp., an affiliate, received $620,262, and unaffiliated
broker-dealers received $305,517. The 12b-1 payments were used for (1)
compensating dealers, $825,722, (2) compensating sales personnel, $140,683, (3)
advertising, $404,575, (4) printing and mailing of prospectuses to other than
current shareholders, $10,849, (5) service costs, $13,794, and (6) other,
$8,391.

Because all amounts paid pursuant to the Plans are paid to the Distributor,
the Distributor and its officers, directors and employees, all may be deemed to
have a direct or indirect financial interest in the operation of the Plans. None
of the Trustees who is not an interested person of the Trust has a direct or
indirect financial interest in the operation of the Plans.

The Board of Trustees has also adopted a Rule 18f-3 Multi-Class Share Plan
permitting the issuance of shares in multiple classes.

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

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE THE TRUST DURING PAST 5 YEARS
--------------------- --------- -------------------
<S> <C> <C>
James Balog (71) Trustee Retired; Director and member of the Audit, Investment, Stock Option
2205 N. Southwinds Blvd. and Compensation Committees of Transatlantic Holdings, Inc.
Vero Beach, FL 32963 (reinsurance); Director and Member of the Executive Committee of
Elan, Plc (pharmaceuticals); Director and Member of the Executive and
Investment & Credit Committees of Great West Life and Annuity
Insurance Company; and Trustee of Phoenix-Zweig Trust. Former
Director, Chairman of the Audit Committee and Member of the Executive
Committee of A.L. Pharma, Inc. (health care); Chairman of 1838
Investment Advisors, L.P. and Chairman of Lambert Brussels Capital
Corporation (investments). Former Director and Member of the
Technical Advisory Board of Galen Partners (health care).

Claire B. Benenson (81) Trustee Consultant on Financial Conferences, The New School for Social
870 U.N. Plaza Research. Director of The Burnham Fund Inc. and Trustee of the
New York, NY 10017 Phoenix-Zweig Trust. President of the Money Marketeers of New York
University. Trustee of Simms Global Fund. Former Director of Zweig
Cash Fund Inc. and Director of Financial Conferences and Chairman,
Department of Business and Financial Affairs, The New School for
Social Research.

S. Leland Dill (69) Trustee Trustee and Chairman of the Audit Committee of Deutsche Asset
5070 North Ocean Dr. Management mutual funds. Trustee, Phoenix-Zweig Trust. Former
Singer Island, FL 33404 Director and Chairman of the Audit Committee of Coutts & Co. Trust
Holdings Limited, Coutts & Co. Group, Coutts & Co. International
(USA) (private banking). Former partner of Peat Marwick Mitchell &
Co. and Director of Zweig Cash Fund Inc. and Vintners International
Company, Inc. (winery).
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE THE TRUST DURING PAST 5 YEARS
--------------------- --------- -------------------
<S> <C> <C>
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
President (1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive Vice
President, Investments (1988-present), Phoenix Home Life Mutual
Insurance Company. Director/Trustee and President, Phoenix Funds
(1989-present). Trustee and President, Phoenix-Aberdeen Series Fund
and Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc. (1995-present)
and Duff & Phelps Utility and Corporate Bond Trust Inc.
(1995-present). Trustee, Phoenix-Seneca Funds (1999-present). Trustee
and Chairman, Phoenix-Zweig Trust (2000-present). Director
(1983-present) and Chairman (1995-present), Phoenix Investment
Counsel, Inc. Director (1984-present) and President (1990-1999),
Phoenix Equity Planning Corporation. Director, 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.

Donald B. Romans (69) Trustee President of Romans & Company (private investors and financial
233 East Wacker Dr. consultants); Director of Phoenix-Zweig Trust and The Burnham Fund
Chicago, IL 60601 Inc.; Former Consultant to and Executive Vice President and Chief
Financial Officer of Bally Manufacturing Corporation and Director of
Zweig Cash Fund Inc.

Martin E. Zweig (58) President President of Zweig Consulting LLC; President of Phoenix-Zweig Trust;
900 Third Avenue Chairman of the Board and President of The Zweig Total Return Fund,
New York, NY 10022 Inc. and The Zweig Fund, Inc.; Managing Director of Zweig-DiMenna
Associates LLC; President of Zweig-DiMenna International Managers,
Inc.; Zweig-DiMenna Associates, Inc. and Gotham Advisors, Inc.;
Member of the Undergraduate Executive Board of the Wharton School,
University of Pennsylvania. Trustee, Manhattan Institute. Former
President of Zweig Cash Fund Inc. Former President and Director of
Zweig Advisors Inc., Zweig Total Return Advisors, Inc., and Zweig
Securities Advisory Services Inc. General Partner of Zweig Katzen
Investors, L.P.; Former President and Chairman of the Adviser and
Phoenix/Zweig Advisers LLC.

Michael E. Haylon (42) Executive Vice Director and Executive Vice President-Investments, Phoenix Investment
56 Prospect St. President Partners, Ltd. (1995-present). Director (1994-present), President
Hartford, CT 06115 (1995-present), 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 (1993-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).
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE THE TRUST DURING PAST 5 YEARS
--------------------- --------- -------------------
<S> <C> <C>
William R. Moyer (56) Executive Vice Executive Vice President and Chief Financial Officer (1999-present),
100 Bright Meadow Blvd. President Senior Vice President and Chief Financial Officer, Phoenix Investment
P.O. Box 2200 Partners, Ltd. (1995-1999). Director (1998-present), Senior Vice
Enfield, CT 06083-2200 President, Finance (1990-present), Chief Financial Officer
(1996-present), and Treasurer (1994-1996 and 1998-present), Phoenix
Equity Planning Corporation. Director (1998-present), Senior Vice
President (1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc. Senior
Vice President and Chief Financial Officer, Duff & Phelps Investment
Management Co. (1996-present). Vice President, Phoenix Funds
(1990-present), Phoenix-Duff & Phelps Institutional Mutual Funds
(1996-present), Phoenix-Aberdeen Series Fund (1996-present).
Executive Vice President, Phoenix-Seneca Funds (2000-present). Vice
President, Investment Products Finance, Phoenix Home Life Mutual
Insurance Company (1990-1995).

John F. Sharry (48) Executive Vice President, Retail Division (1999-present), Executive Vice President,
56 Prospect Street President Retail Division (1997-1999), Phoenix Investment Partners, Ltd.
Hartford, CT 06115 President (1999-present), Managing Director, Retail Distribution
(1995-1999), Phoenix Equity Planning Corporation. Executive Vice
President, Phoenix Funds, The Phoenix Edge Series Fund
(1998-present), Phoenix-Aberdeen Series Fund (1998-present) and
Phoenix-Seneca Funds (2000-present). Managing Director, Director and
National Sales Manager, Putnam Mutual Funds (1993-1995).

Carlton B. Neel (32) Senior Vice First Vice President of the Adviser. Former Vice President of Zweig
900 Third Avenue President Advisors Inc. and Zweig Total Return Advisors, Inc. Formerly, Vice
New York, NY 10022 President of J.P. Morgan & Co., Inc.

Barry Mandinach (44) First Vice Executive Vice President of the PXP Securities Corp.; Senior Vice
900 Third Avenue President President of the Adviser and of Phoenix/Zweig Advisers LLC. First
New York, NY 10022 Vice President of Phoenix-Zweig Trust.

Beth Abraham (44) Assistant Vice Assistant Vice President of Phoenix/Zweig Advisers LLC and
900 Third Avenue President Phoenix-Zweig Trust.
New York, NY 10022

David O'Brien (35) Assistant Vice Assistant Vice President of Phoenix-Zweig Trust. Assistant Portfolio
900 Third Avenue President Manager of Phoenix-Euclid Market Neutral Fund, the Phoenix-Zweig
New York, NY 10022 Strategy Fund, Phoenix-Zweig Appreciation Fund and Phoenix-Zweig
Growth & Income Fund. Formerly, Assistant Vice President, PaineWebber
(1993 to 1998).

Marc Baltuch (55) Secretary Director and President of Watermark Securities, Inc. Secretary of
900 Third Avenue Phoenix-Zweig Trust; Assistant Secretary of Gotham Advisors, Inc.
New York, NY 10022 Former First Vice President of the Adviser and of Phoenix/Zweig
Advisers LLC; Secretary of Zweig Cash Fund Inc. Former First Vice
President, Chief Compliance Officer and Secretary of PXP Securities
Corp.

</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE THE TRUST DURING PAST 5 YEARS
--------------------- --------- -------------------
<S> <C> <C>
Nancy G. Curtiss (47) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix-Aberdeen Series Fund
(1996-present), Phoenix Duff & Phelps Institutional Mutual Funds
(1995-present) and Phoenix-Seneca Funds (2000-present). Second Vice
President and Treasurer, Fund Accounting, Phoenix Home Life Mutual
Insurance Company (1994-1995). Various positions with Phoenix Home
Life Insurance Company (1987-1994).
</TABLE>
--------------------
*Designates a trustee who is an interested person of the trust within the
meaning of the 1940 Act.

For the fiscal year ended October 31, 1999, the fees and expenses of
disinterested Trustees, as a group, were $21,893. Those Trustees and officers of
the Trust who are affiliated with the Distributor or the Manager are not
separately compensated for their services as Trustees of officers of the Trust.
The Trust currently pays each of its "disinterested" Trustees a fee of $2,500
per year, plus $750 per meeting attended ($250 per phone meeting) and reimburses
their expenses for attendance at meetings.

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

<TABLE>
<CAPTION>
TOTAL
COMPENSATION FROM THE FUND
AGGREGATE AND FUND COMPLEX (8 FUNDS)
NAME OF PERSON COMPENSATION FROM THE FUND PAID TO THE TRUSTEES
-------------- -------------------------- --------------------
<S> <C> <C>
James Balog $5,000 $17,000
Claire B. Benenson 5,500 23,500
S. Leland Dill 5,500 23,500
Eugene J. Glaser 0 0
Donald B. Romans 5,500 23,500
</TABLE>

As of October 17, 2000, except for Dr. Zweig, the Trustees and officers of
the Trust, as a group, owned less than 1% of any Class of the Fund.

Trustees may be removed from office at any meeting of shareholders by a vote
of two-thirds of the outstanding shares of the Trust. A shareholders meeting may
be called by the Trustees or by the President of the Trust, or shall be called
promptly by the Trustees upon the written request of shareholders of the Trust
holding at least ten percent (10%) of the outstanding shares entitled to vote.
Except as set forth above, the Trustees shall continue to hold office and may
appoint their successors.

PRINCIPAL SHAREHOLDERS

The following table sets forth information as of October 17, 2000 with
respect to each person who owns of record or is known by the Trust to own of
record or beneficially own 5% or more of any class of the Fund's equity
securities:

<TABLE>
<CAPTION>
Name of Shareholder Class of Shares Number of Shares Percentage of Class
------------------- --------------- ---------------- -----------------

<S> <C> <C> <C>
MLPF&S Class A 53,777.298 7.11%
For the Sole Benefit of its Customers Class B 252,284.876 20.88%
Attn: Fund Administration Class C 83,003.985 11.76%
4800 Deer Lake Drive East, Fl 2
Jacksonville, FL 32246-6484

Charles Schwab & Co., Inc. Class A 52,613.059 6.96%
Special Custody Acct for the
Benefit of Customers
101 Montgomery Street
San Francisco, CA 94104-4122

Martin E. Zweig & Jeffrey Perry TTEE Class I 77,153.569 6.33%
Zweig-DiMenna Associates Inc.
Retirement Trust MPP
Attn: Michael Link
900 3rd Avenue, Fl. 31
New York, NY 10022-4728

</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class of Shares Number of Shares Percentage of Class
------------------- --------------- ---------------- -------------------
<S> <C> <C> <C>

Martin E. Zweig Class I 179,866.471 14.75%
C/O Zweig Companies
900 3rd Avenue
New York, NY 10022-4728

The Loomis Institute Class I 287,104.176 23.54%
Christopher Wejchert CFO
4 Batchelder Road
Windsor, CT 06095-3031

Mollie F. Zweig Class I 492,942.371 40.42%
625 Park Avenue
New York, NY 10021-6545

Raymond Larsen Class I 151,573.379 12.43%
7914 Fisher Island Drive
Fisher Island, FL 33109-0993

</TABLE>

ADDITIONAL INFORMATION
CAPITAL STOCK
The Trust was established as a Delaware business trust on February 3, 1998.
The Board of Trustees directs the management of the business of the Trust. The
Board has duties and responsibilities comparable to those of the boards of
directors of corporations, not to those of trustees under customary trust
principles. The Trustees oversee the Trust's activities, elect the officers of
the Trust who are responsible for its day-to-day operations, review contractual
arrangements with the companies that provide services to the Trust, and review
investment performance.

The Trust, an open-end, diversified, management investment company, has an
unlimited number of shares of beneficial interest which, without shareholder
approval, may be divided by the Trustees into an unlimited number of funds and
classes. Voting rights are based on a shareholder's total dollar interest in a
Series and are thus allocated in proportion to the value of each shareholder's
investment. Shares vote together on matters that concern the entire Trust, or by
individual fund or class when the Board of Trustees determines that the matter
affects only the interests of a particular fund or class.

FINANCIAL STATEMENTS

The Financial Statements for the fiscal year ended October 31, 1999 appearing
in the Fund's 1999 Annual Report to Shareholders and for the six months ended
April 30, 2000 appearing in the Fund's Semiannual Report to Shareholders, are
incorporated herein by reference.

REPORTS TO SHAREHOLDERS
The fiscal year of the Fund ends on October 31. The Fund will send financial
statements to its shareholders at least semi-annually. An annual report,
containing financial statements audited by the Fund's independent accountants
will be sent to shareholders each year, and is available without charge upon
request.

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, NY 10036
has been selected as the independent accountants for the Fund.
PricewaterhouseCoopers LLP audits the Fund's annual financial statements and
expresses an opinion thereon.

CUSTODIAN AND TRANSFER AGENT
The Bank of New York, One Wall Street, New York, New York 10286 serves as
custodian.

Phoenix Equity Planning Corporation ("PEPCO"), 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200, serves as Transfer Agent for the Fund.
PEPCO receives a fee equivalent of $13.50 for each 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.

<PAGE>

PHOENIX-EUCLID MARKET NEUTRAL FUND

INVESTMENTS AND SECURITIES SOLD SHORT AT APRIL 30, 2000
(UNAUDITED)

<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
COMMON STOCKS--68.4%

AEROSPACE/DEFENSE--0.4%
Boeing Co. (The)........................ 5,200 $ 206,375

AGRICULTURAL PRODUCTS--0.1%
Corn Products International, Inc........ 1,700 40,800

AIR FREIGHT--0.3%
Iron Mountain, Inc.(b).................. 3,900 136,500
AIRLINES--0.2%
AirTran Holdings, Inc.(b)............... 22,700 96,475

ALUMINUM--0.3%
Alcoa, Inc.............................. 2,600 168,675

AUTO PARTS & EQUIPMENT--0.4%
Mark IV Industries, Inc................. 9,400 199,162
AUTOMOBILES--0.2%
General Motors Corp..................... 1,300 121,712

BANKS (MAJOR REGIONAL)--1.9%
Bank of New York Co., Inc. (The)........ 3,500 143,719
Fleet Boston Financial Corp............. 7,700 272,869
Mellon Financial Corp................... 4,300 138,137
SouthTrust Corp......................... 4,200 100,275
SunTrust Banks, Inc..................... 6,300 319,725
----------
974,725
----------

BANKS (MONEY CENTER)--1.4%
Bank of America Corp.................... 6,200 303,800
Chase Manhattan Corp. (The)............. 1,300 93,681
First Union Corp........................ 9,900 315,562
----------
713,043
----------

BANKS (REGIONAL)--0.9%
1St Source Corp......................... 11,900 245,437
BancWest Corp........................... 4,000 73,250
Hibernia Corp. Class A.................. 14,600 155,125
----------
473,812
----------

BEVERAGES (ALCOHOLIC)--0.1%
Robert Mondavi Corp. (The)
Class A(b).............................. 1,800 59,737

<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
BEVERAGES (NON-ALCOHOLIC)--0.5%
PepsiCo, Inc............................ 6,700 $ 245,806

BIOTECHNOLOGY--0.4%
Biogen, Inc.(b)......................... 600 35,287
IDEXX Laboratories, Inc.(b)............. 3,300 86,625
Liposome Co., Inc. (The)(b)............. 2,500 43,750
Maxim Pharmaceuticals, Inc.(b).......... 1,200 46,500
XOMA, Ltd.(b)........................... 5,800 23,562
----------
235,724
----------

BROADCASTING (TELEVISION, RADIO & CABLE)--1.0%
AMFM, Inc.(b)........................... 1,000 66,375
CBS Corp.(b)............................ 3,700 217,375
Infinity Broadcasting Corp.
Class A(b).............................. 1,600 54,300
Radio One, Inc.(b)...................... 1,100 63,800
Westwood One, Inc. (b).................. 4,000 141,500
----------
543,350
----------

BUILDING MATERIALS--0.6%
Dal-Tile International, Inc.(b)......... 27,400 267,150
Lafarge Corp............................ 2,000 50,500
----------
317,650
----------

CHEMICALS--0.1%
Airgas, Inc.(b)......................... 7,900 46,412

CHEMICALS (DIVERSIFIED)--0.5%
Engelhard Corp.......................... 4,400 77,275
Olin Corp............................... 10,300 182,825
----------
260,100
----------

CHEMICALS (SPECIALTY)--1.0%
Albemarle Corp.......................... 4,100 85,844
M.A. Hanna Co........................... 21,600 248,400
RPM, Inc................................ 8,300 84,037
Schulman (A.), Inc...................... 10,400 133,900
----------
552,181
----------

COMMUNICATIONS EQUIPMENT--0.6%
ADC Telecommunications, Inc.(b)......... 1,100 66,825
Advanced Fibre
Communications, Inc.(b)................. 400 18,275
</TABLE>

2 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
COMMUNICATIONS EQUIPMENT--CONTINUED
Cable Design Technologies Corp.(b)...... 600 $ 20,550
CommScope, Inc.(b)...................... 2,200 104,500
Comverse Technology, Inc.(b)............ 200 17,837
Scientific-Atlanta, Inc................. 800 52,050
Sycamore Networks, Inc.(b).............. 200 15,700
Westell Technologies, Inc.(b)........... 1,200 34,125
----------
329,862
----------

COMPUTERS (HARDWARE)--0.6%
Dell Computer Corp.(b).................. 100 5,012
Gateway, Inc.(b)........................ 300 16,575
NCR Corp.(b)............................ 2,100 81,112
National Instruments Corp.(b)........... 3,700 180,375
Sun Microsystems, Inc.(b)............... 100 9,194
----------
292,268
----------

COMPUTERS (NETWORKING)--0.1%
Cisco Systems, Inc.(b).................. 400 27,731
Network Appliance, Inc. (b)............. 200 14,787
----------
42,518
----------

COMPUTERS (SOFTWARE & SERVICES)--1.2%
American Management Systems, Inc.(b).... 2,300 85,100
Computer Associates
International, Inc...................... 300 16,744
Hyperion Solutions Corp.(b)............. 2,000 60,656
ISS Group, Inc.(b)...................... 500 45,219
Inet Technologies, Inc.(b).............. 1,500 64,687
LHS Group, Inc.(b)...................... 1,900 75,525
Mercury Interactive Corp.(b)............ 500 45,000
Microsoft Corp.(b)...................... 200 13,950
NVIDIA Corp.(b)......................... 400 35,650
Pegasus Systems, Inc.(b)................ 1,800 31,950
Pharmacopeia, Inc.(b)................... 1,100 45,237
Proxicom, Inc.(b)....................... 800 27,350
RealNetworks, Inc.(b)................... 400 19,050
Sagent Technology, Inc.(b).............. 500 3,969
Sybase, Inc.(b)......................... 3,400 68,637
----------
638,724
----------
CONSUMER FINANCE--0.9%
Capital One Financial Corp.............. 700 30,625
MBNA Corp............................... 1,700 45,156
Metris Cos., Inc........................ 1,200 45,000
PMI Group, Inc. (The)................... 3,700 179,219
Providian Financial Corp................ 400 35,225

<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
CONSUMER FINANCE--CONTINUED
WFS Financial, Inc.(b).................. 7,000 $ 136,500
----------
471,725
----------

CONTAINERS & PACKAGING (PAPER)--0.4%
Temple-Inland, Inc...................... 4,100 205,512

DISTRIBUTORS (FOOD & HEALTH)--1.0%
Bindley Western Industries, Inc......... 9,500 165,656
Cardinal Health, Inc.................... 900 49,556
SUPERVALU, Inc.......................... 9,289 192,166
SYSCO Corp.............................. 2,800 105,350
----------
512,728
----------

ELECTRIC COMPANIES--4.5%
American Electric Power Co., Inc........ 7,700 282,012
CMP Group, Inc.......................... 2,700 78,131
Florida Progress Corp................... 6,100 298,900
Hawaiian Electric Industries, Inc....... 1,300 48,100
PG&E Corp............................... 8,400 217,875
Public Service Enterprise
Group, Inc.............................. 7,700 276,237
Puget Sound Energy, Inc................. 1,900 45,125
Reliant Energy, Inc..................... 6,300 167,737
Southern Co. (The)...................... 10,900 271,819
Texas Utilities Co...................... 11,200 377,300
UtiliCorp United, Inc................... 15,350 295,487
----------
2,358,723
----------

ELECTRICAL EQUIPMENT--1.5%
ACT Manufacturing, Inc.(b).............. 1,700 61,837
American Power Conversion Corp.(b)...... 3,100 109,469
Cooper Industries, Inc.................. 600 20,587
Emerson Electric Co..................... 5,000 274,375
General Electric Co..................... 200 31,450
Rockwell International Corp............. 1,100 43,312
Sensormatic Electronics Corp.(b)........ 5,400 90,112
Solectron Corp.(b)...................... 800 37,450
Three-Five Systems, Inc.(b)............. 900 78,300
Viasystems Group, Inc.(b)............... 100 1,594
Zomax, Inc.(b).......................... 300 14,194
----------
762,680
----------

ELECTRONICS (COMPONENT DISTRIBUTORS)--0.4%
Arrow Electronics, Inc.(b).............. 4,800 210,300

ELECTRONICS (INSTRUMENTATION)--0.4%
Agilent Technologies, Inc.(b)........... 600 53,175
FEI Co.(b).............................. 2,000 45,250
</TABLE>

See Notes to Financial Statements 3
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
ELECTRONICS (INSTRUMENTATION)--CONTINUED
Thermo Instrument Systems, Inc. (b)..... 7,300 $ 130,487
----------
228,912
----------
ELECTRONICS (SEMICONDUCTORS)--0.6%
Cypress Semiconductor Corp.(b).......... 1,500 77,906
Intel Corp.............................. 200 25,362
International Rectifier Corp.(b)........ 1,400 68,775
Maxim Integrated Products, Inc.(b)...... 1,500 97,219
TranSwitch Corp.(b)..................... 700 61,644
----------
330,906
----------

ENTERTAINMENT--0.7%
Pixar, Inc.(b).......................... 3,700 137,594
Walt Disney Co. (The)................... 5,500 238,219
----------
375,813
----------
EQUIPMENT (SEMICONDUCTORS)--0.7%
Applied Science and
Technology, Inc.(b)..................... 2,000 54,375
Cymer, Inc.(b).......................... 1,300 50,781
Lam Research Corp.(b)................... 100 4,587
Silicon Valley Group, Inc.(b)........... 800 22,800
Teradyne, Inc.(b)....................... 600 66,000
Ultratech Stepper, Inc.(b).............. 5,700 85,144
Varian Semiconductor Equipment
Associates, Inc.(b)..................... 1,400 94,150
----------
377,837
----------

FINANCIAL (DIVERSIFIED)--1.0%
Citigroup, Inc.......................... 2,200 130,762
Fannie Mae.............................. 3,800 229,187
Freddie Mac............................. 4,100 188,344
----------
548,293
----------

FOODS--1.6%
Bestfoods............................... 3,700 185,925
Earthgrains Co. (The)................... 4,600 64,687
IBP, Inc................................ 8,000 132,000
International Home Foods, Inc.(b)....... 6,500 94,656
Nabisco Group Holdings Corp............. 19,500 251,062
Ralston-Ralston Purina Group............ 3,800 67,212
Tyson Foods, Inc. Class A............... 6,600 68,887
----------
864,429
----------

FOOTWEAR--0.1%
Wolverine World Wide, Inc............... 2,400 28,800

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

GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.5%
Harrah's Entertainment, Inc.(b)......... 3,200 $ 65,800
Mandalay Resort Group(b)................ 5,400 101,925
Pinnacle Entertainment, Inc.(b)......... 5,900 118,369
----------
286,094
----------

HEALTH CARE (DIVERSIFIED)--0.7%
Abbott Laboratories..................... 5,900 226,781
IVAX Corp.(b)........................... 4,300 117,712
----------
344,493
----------

HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.9%
DUSA Pharmaceuticals, Inc.(b)........... 3,800 62,700
Merck & Co., Inc........................ 1,600 111,200
Pfizer, Inc............................. 4,400 185,350
Schering-Plough Corp.................... 2,300 92,719
----------
451,969
----------

HEALTH CARE (HOSPITAL MANAGEMENT)--0.2%
Triad Hospitals, Inc.(b)................ 6,300 108,281

HEALTH CARE (MANAGED CARE)--0.6%
Foundation Health Systems, Inc.
Class A(b).............................. 7,800 78,487
Trigon Healthcare, Inc.(b).............. 2,200 79,062
UnitedHealth Group, Inc................. 2,200 146,712
----------
304,261
----------

HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.1%
ResMed, Inc.(b)......................... 1,000 34,000

HEALTH CARE (SPECIALIZED SERVICES)--0.2%
Hooper Holmes, Inc...................... 5,600 97,300

HOMEBUILDING--0.1%
Clayton Homes, Inc...................... 5,400 51,300

HOUSEHOLD FURNISHINGS & APPLIANCES--0.7%
Leggett & Platt, Inc.................... 6,400 136,800
U.S. Industries, Inc.................... 2,200 26,812
Whirlpool Corp.......................... 2,900 188,862
----------
352,474
----------

HOUSEHOLD PRODUCTS (NON-DURABLE)--0.5%
Clorox Co. (The)........................ 1,000 36,750
Colgate-Palmolive Co.................... 3,300 188,512
Energizer Holdings, Inc.(b)............. 1,266 21,601
----------
246,863
----------
</TABLE>

4 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
HOUSEWARES--0.3%
Tupperware Corp......................... 7,400 $ 139,675

INSURANCE (LIFE/HEALTH)--0.5%
AFLAC, Inc.............................. 2,300 112,269
Nationwide Financial Services, Inc.
Class A................................. 5,500 152,969
----------
265,238
----------

INSURANCE (MULTI-LINE)--0.4%
Hartford Financial Services Group, Inc.
(The)................................... 800 41,750
Loews Corp.............................. 3,000 165,375
----------
207,125
----------

INSURANCE (PROPERTY-CASUALTY)--0.9%
Leucadia National Corp.................. 5,100 118,894
MGIC Investment Corp.................... 3,500 167,344
Radian Group, Inc....................... 3,166 161,268
----------
447,506
----------

INVESTMENT BANKING/BROKERAGE--0.8%
Edwards (A.G.), Inc..................... 5,700 214,462
Lehman Brothers Holdings, Inc........... 1,100 90,269
National Discount Brokers Group, Inc.
(b)..................................... 1,200 35,025
Paine Webber Group, Inc................. 1,100 48,262
Schwab (Charles) Corp. (The)............ 1,200 53,400
----------
441,418
----------

INVESTMENT MANAGEMENT--1.1%
Eaton Vance Corp........................ 2,200 93,087
Pioneer Group, Inc. (The)(b)............ 9,500 266,000
Price (T. Rowe) Associates, Inc......... 5,700 217,313
----------
576,400
----------
IRON & STEEL--1.1%
Nucor Corp.............................. 3,800 163,400
Worthington Industries, Inc............. 33,250 411,469
----------
574,869
----------

LEISURE TIME (PRODUCTS)--0.6%
Brunswick Corp.......................... 12,300 236,006
Harley-Davidson, Inc.................... 1,800 71,663
----------
307,669
----------
LODGING-HOTELS--0.5%
Extended Stay America, Inc.(b).......... 27,000 241,313

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

MACHINERY (DIVERSIFIED)--0.4%
Dover Corp.............................. 2,000 $ 101,625
Ingersoll-Rand Co....................... 600 28,163
Manitowoc Co., Inc. (The)............... 3,000 99,563
----------
229,351
----------

MANUFACTURING (DIVERSIFIED)--1.2%
Johnson Controls, Inc................... 1,000 63,313
National Service Industries, Inc........ 2,800 60,200
Shaw Group, Inc. (The)(b)............... 1,100 39,119
Tyco International Ltd.................. 2,300 105,656
United Dominion Industries Ltd.......... 2,700 47,081
United Technologies Corp................ 3,700 230,094
WMS Industries, Inc.(b)................. 12,400 108,500
----------
653,963
----------

MANUFACTURING (SPECIALIZED)--0.8%
AptarGroup, Inc......................... 1,800 51,300
Avery Dennison Corp..................... 1,500 98,438
Insituform Technologies, Inc.(b)........ 5,100 171,169
JLG Industries, Inc..................... 2,300 21,850
Pall Corp............................... 2,000 44,625
Reliance Steel & Aluminum Co............ 2,100 48,300
----------
435,682
----------

METAL FABRICATORS--0.4%
Mueller Industries, Inc.(b)............. 6,100 200,919

NATURAL GAS--1.7%
Equitable Resources, Inc................ 7,500 347,813
KeySpan Corp............................ 5,500 161,563
Questar Corp............................ 12,100 227,631
Western Gas Resources, Inc.............. 10,400 173,550
----------
910,557
----------

OFFICE EQUIPMENT & SUPPLIES--0.2%
Wallace Computer Services, Inc.......... 10,800 118,125

OIL & GAS (DRILLING & EQUIPMENT)--1.0%
Atwood Oceanics, Inc.(b)................ 3,400 206,125
BJ Services Co.(b)...................... 2,100 147,525
Noble Drilling Corp.(b)................. 500 19,969
Tidewater, Inc.......................... 4,500 133,875
----------
507,494
----------

OIL & GAS (EXPLORATION & PRODUCTION)--2.2%
Apache Corp............................. 3,200 155,000
</TABLE>

See Notes to Financial Statements 5
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
OIL & GAS (EXPLORATION & PRODUCTION)--CONTINUED
Cross Timbers Oil Co.................... 9,700 $ 140,044
Kerr-McGee Corp......................... 2,900 150,075
Mitchell Energy & Development Corp.
Class B................................. 9,600 229,800
Pioneer Natural Resources Co.(b)........ 21,800 224,813
Triton Energy Ltd.(b)................... 2,100 76,519
Vintage Petroleum, Inc.................. 8,300 164,963
----------
1,141,214
----------
OIL & GAS (REFINING & MARKETING)--0.8%
Tosco Corp.............................. 900 28,856
Ultramar Diamond Shamrock Corp.......... 15,800 391,050
----------
419,906
----------

OIL (DOMESTIC INTEGRATED)--1.2%
Conoco, Inc. Class B.................... 1,500 37,313
Occidental Petroleum Corp............... 14,600 312,988
USX-Marathon Group...................... 11,800 275,088
----------
625,389
----------

OIL (INTERNATIONAL INTEGRATED)--0.7%
Chevron Corp............................ 900 76,613
Texaco, Inc............................. 6,200 306,900
----------
383,513
----------
PAPER & FOREST PRODUCTS--1.6%
Longview Fibre Co....................... 16,100 205,275
Louisiana-Pacific Corp.................. 14,700 196,613
Westvaco Corp........................... 5,500 169,813
Weyerhaeuser Co......................... 3,200 171,000
Willamette Industries, Inc.............. 2,900 110,744
----------
853,445
----------
PERSONAL CARE--0.4%
Estee Lauder Cos., Inc. (The)
Class A................................. 600 26,475
Gillette Co. (The)...................... 4,500 166,500
----------
192,975
----------

PHOTOGRAPHY/IMAGING--0.4%
IKON Office Solutions, Inc.............. 20,400 119,850
In Focus Systems, Inc.(b)............... 2,400 71,850
Xerox Corp.............................. 1,300 34,369
----------
226,069
----------

POWER PRODUCERS (INDEPENDENT)--0.3%
AES Corp. (The)(b)...................... 1,600 143,900

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

PUBLISHING--0.1%
Martha Stewart Living Omnimedia, Inc.
Class A(b).............................. 5,600 $ 79,800

PUBLISHING (NEWSPAPERS)--0.7%
Belo (A.H.) Corp........................ 3,800 63,413
Dow Jones & Co., Inc.................... 2,000 129,750
Knight-Ridder, Inc...................... 2,000 98,125
New York Times Co. (The) Class A........ 1,400 57,663
----------
348,951
----------

REITS--3.9%
AMB Property Corp....................... 4,100 90,456
Avalonbay Communities, Inc.............. 1,400 54,775
Boston Properties, Inc.................. 1,300 45,338
Developers Diversified Realty Corp...... 11,200 170,100
Duke-Weeks Realty Corp.................. 6,200 134,463
Equity Office Properties Trust.......... 8,700 236,531
Equity Residential Properties Trust..... 7,000 318,500
MeriStar Hospitality Corp............... 6,400 126,400
Post Properties, Inc.................... 2,200 92,400
Reckson Associates Realty Corp.......... 13,900 278,869
Simon Property Group, Inc............... 4,000 101,500
Spieker Properties, Inc................. 5,800 257,013
United Dominion Realty Trust, Inc....... 1,700 17,000
Vornado Realty Trust.................... 800 27,600
Weingarten Realty Investors............. 2,400 97,200
----------
2,048,145
----------

RESTAURANTS--0.3%
Brinker International, Inc.(b).......... 4,400 140,250

RETAIL (BUILDING SUPPLIES)--0.4%
Hughes Supply, Inc...................... 1,100 16,775
Lowe's Cos., Inc........................ 1,500 74,250
Sherwin-Williams Co. (The).............. 5,600 139,300
----------
230,325
----------

RETAIL (COMPUTERS & ELECTRONICS)--0.1%
Best Buy Co., Inc.(b)................... 500 40,375

RETAIL (DEPARTMENT STORES)--0.3%
Federated Department Stores, Inc.(b).... 1,900 64,600
May Department Stores Co. (The)......... 3,300 90,750
----------
155,350
----------

RETAIL (DISCOUNTERS)--0.2%
Dollar Tree Stores, Inc.(b)............. 1,700 98,388
</TABLE>

6 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
RETAIL (DISCOUNTERS)--CONTINUED
Ross Stores, Inc........................ 1,200 $ 24,900
----------
123,288
----------
RETAIL (DRUG STORES)--0.1%
Walgreen Co............................. 2,300 64,688

RETAIL (FOOD CHAINS)--0.3%
Ruddick Corp............................ 7,100 81,206
Safeway, Inc.(b)........................ 1,800 79,425
----------
160,631
----------
RETAIL (GENERAL MERCHANDISE)--1.0%
BJ's Wholesale Club, Inc.(b)............ 2,800 99,225
Costco Wholesale Corp.(b)............... 2,200 118,938
Sears, Roebuck & Co..................... 3,900 142,838
Wal-Mart Stores, Inc.................... 2,800 155,050
----------
516,051
----------
RETAIL (SPECIALTY)--1.0%
Pier 1 Imports, Inc..................... 13,700 155,838
Staples, Inc.(b)........................ 4,000 76,250
Tiffany & Co............................ 900 65,419
Venator Group, Inc.(b).................. 12,800 152,000
Zale Corp.(b)........................... 1,500 61,875
----------
511,382
----------

RETAIL (SPECIALTY-APPAREL)--0.7%
American Eagle Outfitters, Inc.(b)...... 1,400 23,800
Charming Shoppes, Inc.(b)............... 33,600 226,800
Gap, Inc. (The)......................... 600 22,050
Talbots, Inc. (The)..................... 1,700 85,956
----------
358,606
----------
SAVINGS & LOAN COMPANIES--0.5%
Golden West Financial Corp.............. 1,700 58,013
GreenPoint Financial Corp............... 5,100 94,988
Sovereign Bancorp, Inc.................. 15,300 105,188
----------
258,189
----------
SERVICES (ADVERTISING/MARKETING)--0.1%
Interpublic Group of Companies, Inc.
(The)................................... 1,000 41,000

SERVICES (COMMERCIAL & CONSUMER)--0.8%
Gemstar International Group Ltd. (b).... 400 18,500
Navigant Consulting, Inc.(b)............ 8,400 83,475

<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
SERVICES (COMMERCIAL & CONSUMER)--CONTINUED
Stewart Enterprises, Inc. Class A....... 27,500 $ 132,344
TeleTech Holdings, Inc.(b).............. 2,400 78,300
United Rentals, Inc.(b)................. 6,800 92,225
----------
404,844
----------

SERVICES (COMPUTER SYSTEMS)--0.6%
Computer Sciences Corp.(b).............. 800 65,250
Electronic Data Systems Corp............ 2,500 171,875
Lightbridge, Inc.(b).................... 3,300 69,300
MarchFirst, Inc.(b)..................... 1,000 21,313
----------
327,738
----------

SERVICES (DATA PROCESSING)--1.0%
Automatic Data Processing, Inc.......... 3,500 188,344
Concord EFS, Inc.(b).................... 5,300 118,588
DST Systems, Inc.(b).................... 600 44,513
MedQuist, Inc.(b)....................... 3,800 134,663
Paychex, Inc............................ 400 21,050
----------
507,158
----------

SERVICES (EMPLOYMENT)--0.2%
Interim Services, Inc.(b)............... 7,700 131,863

SHIPPING--0.3%
Alexander & Baldwin, Inc................ 7,700 161,700

SPECIALTY PRINTING--0.6%
Banta Corp.............................. 11,500 224,969
Topps Co., Inc. (The)(b)................ 9,600 84,000
----------
308,969
----------

TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.2%
AT&T Wireless Group(b).................. 700 22,269
Western Wireless Corp. Class A(b)....... 2,200 109,313
----------
131,582
----------

TELECOMMUNICATIONS (LONG DISTANCE)--1.4%
AT&T Corp............................... 3,400 158,738
Nextlink Communications, Inc.
Class A(b).............................. 200 16,863
Sprint Corp............................. 9,000 553,500
----------
729,101
----------

TELEPHONE--1.0%
Bell Atlantic Corp...................... 3,200 189,600
BellSouth Corp.......................... 6,000 292,125
</TABLE>

See Notes to Financial Statements 7
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C>
TELEPHONE--CONTINUED
CenturyTel, Inc......................... 900 $ 22,050
----------
503,775
----------

TEXTILES (APPAREL)--0.5%
Liz Claiborne, Inc...................... 2,100 97,256
Russell Corp............................ 7,400 145,225
Tommy Hilfiger Corp.(b)................. 3,300 29,081
----------
271,562
----------

TEXTILES (HOME FURNISHINGS)--0.8%
Mohawk Industries, Inc.(b).............. 1,700 42,181
Shaw Industries, Inc.................... 12,300 194,494
Springs Industries, Inc. Class A........ 4,100 168,356
----------
405,031
----------

TRUCKERS--0.4%
USFreightways Corp...................... 4,600 214,475

TRUCKS & PARTS--0.3%
PACCAR, Inc............................. 3,300 156,956
- -----------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $35,394,010) 35,824,804
- -----------------------------------------------------------------
FOREIGN COMMON STOCKS--6.4%

AIRLINES--0.3%
Ryanair Holdings PLC Sponsored ADR
(Ireland)(b)............................ 4,200 171,150

ALUMINUM--0.7%
Alcan Aluminum Ltd. (Canada)............ 11,900 389,725

AUTO PARTS & EQUIPMENT--0.1%
Magna International, Inc. Class A
(Canada)................................ 800 37,400

COMMUNICATIONS EQUIPMENT--0.7%
Alcatel Sponsored ADR (France).......... 2,100 95,419
NDS Group PLC Sponsored ADR (United
Kingdom)(b)............................. 1,500 84,750
Nokia Oyj Sponsored ADR (Finland)....... 1,200 68,250

Telefonaktiebolaget LM Ericsson
Sponsored ADR (Sweden).................. 1,400 123,812
----------
372,231
----------

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

ELECTRONICS (INSTRUMENTATION)--0.4%
Qiagen NV (Netherlands)(b).............. 1,400 $ 203,175

ELECTRONICS (SEMICONDUCTORS)--0.3%
Taiwan Semiconductor Manufacturing Co.
Ltd. Sponsored ADR (Taiwan)(b).......... 3,300 172,631

HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.7%
Shire Pharmaceuticals Group PLC ADR
(United Kingdom)(b)..................... 3,100 124,775

Teva Pharmaceutical Industries Ltd.
Sponsored ADR (Israel).................. 5,800 255,200
----------
379,975
----------

MACHINERY (DIVERSIFIED)--0.1%
CNH Global NV (Netherlands)............. 3,700 49,950

OIL (INTERNATIONAL INTEGRATED)--1.4%
BP Amoco PLC Sponsored ADR (United
Kingdom)................................ 3,690 188,190

Royal Dutch Petroleum Co. NY Registered
Shares (Netherlands).................... 5,800 332,775

Shell Transport & Trading Co. ADR
(United Kingdom)........................ 3,800 183,350
----------
704,315
----------

RAILROADS--0.9%
Canadian Pacific Ltd. (Canada).......... 19,800 471,488

SPECIALTY PRINTING--0.3%
Quebecor World, Inc. (Canada)........... 7,200 162,900

TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.3%
Vodafone AirTouch PLC Sponsored ADR
(United Kingdom)........................ 3,700 173,900

TELECOMMUNICATIONS (LONG DISTANCE)--0.2%
Telefonos de Mexico SA Sponsored ADR
Series L (Mexico)....................... 1,400 82,338
- -----------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $3,385,126) 3,371,178
- -----------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--74.8%
(IDENTIFIED COST $38,779,136) 39,195,982
- -----------------------------------------------------------------
</TABLE>

8 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
PAR
VALUE
(000) VALUE
------- ----------
SHORT-TERM OBLIGATIONS--25.9%
<S> <C> <C>
FEDERAL AGENCY SECURITIES--9.5%
Freddie Mac 5.89%, 5/23/00.............. $5,000 $4,982,003

REPURCHASE AGREEMENT--16.1%
Morgan Stanley & Co., Inc. repurchase
agreement 5.72%, dated 4/28/00 due
5/1/00, repurchase price $4,453,122
collateralized by Fannie Mae Bonds 6% to
7%, 6/1/06 to 7/1/18, market value
$4,540,333.............................. 4,451 4,451,000
Prudential Securities, Inc. repurchase
agreement 5.79%, dated 4/28/00 due
5/1/00, repurchase price $4,001,930
collateralized by FC Discount Note
5.84%, 5/15/00, market value
$4,080,051.............................. 4,000 4,000,000
----------
8,451,000
----------

U.S. GOVERNMENT SECURITIES--0.3%
U.S. Treasury Bill 5.45%, 6/22/00....... 150 148,819
- -----------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $13,581,822) 13,581,822
- -----------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C>
TOTAL INVESTMENTS--100.7%
(IDENTIFIED COST $52,360,958) 52,777,804(a)

SECURITIES SOLD SHORT--(70.8%)
(PROCEEDS $38,005,033) (37,122,876)
Cash and receivables, less liabilities--70.1% 36,738,826
--------------
NET ASSETS--100.0% $ 52,393,754
==============
</TABLE>

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $1,374,963 and gross
depreciation of $2,684,690 for federal income tax purposes. At April 30,
2000, the aggregate cost of securities for federal income tax purposes was
$54,087,531.
(b) Non-income producing.

<TABLE>
<CAPTION>
SHARES
-------------
<S> <C> <C>
SECURITIES SOLD SHORT--70.8%
COMMON STOCKS--60.8%
AEROSPACE/DEFENSE--0.6%
AAR Corp................................ 8,700 131,044
Northrop Grumman Corp................... 2,600 184,275
Precision Castparts Corp................ 1,400 58,450
----------
373,769
----------

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

AIR FREIGHT--0.3%
Airborne Freight Corp................... 5,500 $ 117,906
CNF Transportation, Inc................. 600 16,762
----------
134,668
----------

AIRLINES--0.9%
AMR Corp................................ 4,200 143,062
Continental Airlines, Inc. Class B...... 700 28,000
Delta Air Lines, Inc.................... 1,200 63,300
Midwest Express Holdings, Inc........... 5,800 146,812
US Airways Group, Inc................... 3,300 91,781
----------
472,955
----------
ALUMINUM--0.3%
Reynolds Metals Co...................... 2,700 179,550
AUTO PARTS & EQUIPMENT--0.9%
Dana Corp............................... 6,700 203,512
Federal-Mogul Corp...................... 4,400 59,675
Goodyear Tire & Rubber Co. (The)........ 6,100 168,512
MascoTech, Inc.......................... 3,400 39,312
----------
471,011
----------
BANKS (MAJOR REGIONAL)--2.0%
Bank One Corp........................... 6,900 210,450
Comerica, Inc........................... 600 25,425
Fifth Third Bancorp..................... 1,000 63,125
PNC Financial Services Group............ 2,200 95,975
State Street Corp....................... 1,700 164,687
Union Planters Corp..................... 2,614 74,009
Wachovia Corp........................... 3,100 194,331
Wells Fargo & Co........................ 5,600 229,950
----------
1,057,952
----------
BANKS (REGIONAL)--0.3%
Centura Banks, Inc...................... 1,400 57,837
Commerce Bancorp, Inc................... 945 37,505
Wilmington Trust Corp................... 1,700 78,412
----------
173,754
----------
BEVERAGES (ALCOHOLIC)--0.4%
Anheuser-Busch Cos., Inc................ 2,000 141,125
</TABLE>

See Notes to Financial Statements 9
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
BEVERAGES (ALCOHOLIC)--CONTINUED
Brown-Forman Corp. Class B.............. 800 $ 43,650
----------
184,775
----------

BIOTECHNOLOGY--0.4%
Aphton Corp............................. 900 24,750
Biomira, Inc............................ 2,400 18,300
Edwards Lifesciences Corp............... 600 9,000
MedImmune, Inc.......................... 200 31,987
Millennium Pharmaceuticals, Inc......... 1,000 79,375
Neurocrine Biosciences, Inc............. 2,400 51,000
----------
214,412
----------

BROADCASTING (TELEVISION, RADIO & CABLE)--1.5%
AT&T Corp.- Liberty Media Group
Class A................................. 3,600 179,775
Clear Channel Communications, Inc....... 1,600 115,200
Comcast Corp. Class A................... 1,700 68,106
Cox Radio, Inc. Class A................. 2,400 174,000
Pegasus Communications Corp............. 800 87,300
RCN Corp................................ 1,900 54,387
Univision Communications, Inc.
Class A................................. 1,000 109,250
----------
788,018
----------

BUILDING MATERIALS--0.6%
Owens Corning........................... 5,900 107,306
USG Corp................................ 5,100 212,925
----------
320,231
----------
CHEMICALS--0.7%
Cabot Corp.............................. 3,200 86,400
Dow Chemical Co. (The).................. 800 90,400
Dupont (E.I.) de Nemours & Co........... 500 23,719
Lyondell Chemical Co.................... 7,700 141,487
Union Carbide Corp...................... 500 29,500
----------
371,506
----------

CHEMICALS (DIVERSIFIED)--0.1%
PPG Industries, Inc..................... 1,400 76,125

CHEMICALS (SPECIALTY)--1.2%
Ecolab, Inc............................. 1,800 70,312
Hercules, Inc........................... 3,014 46,905
International Flavors &
Fragrances, Inc......................... 4,900 168,744
MacDermid, Inc.......................... 7,200 168,750
Millennium Chemicals, Inc............... 8,200 163,487
----------
618,198
----------

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

COMMUNICATIONS EQUIPMENT--0.7%
CAIS Internet, Inc...................... 3,400 $ 45,050
CIENA Corp.............................. 200 24,725
Davox Corp.............................. 1,300 33,150
General Motors Corp. Class H............ 700 67,419
Intelect Communications, Inc............ 3,500 10,719
Motorola, Inc........................... 800 95,250
Netro Corp.............................. 200 8,625
Tellabs, Inc............................ 800 43,850
Tut Systems, Inc........................ 800 38,400
----------
367,188
----------

COMPUTERS (HARDWARE)--0.2%
Alteon Websystems, Inc.................. 300 20,400
Apple Computer, Inc..................... 400 49,625
Compaq Computer Corp.................... 1,700 49,725
Emulex Corp............................. 100 4,537
----------
124,287
----------

COMPUTERS (PERIPHERALS)--0.9%
ION Networks, Inc....................... 800 9,200
Lexmark International Group, Inc.
Class A................................. 600 70,800
Procom Technology, Inc.................. 700 25,200
Quantum Corp. - DLT & Storage Systems... 2,800 32,900
Seagate Technology, Inc................. 700 35,569
Secure Computing Corp................... 1,600 19,900
Storage Technology Corp................. 5,500 71,500
Unova, Inc.............................. 15,400 215,600
----------
480,669
----------

COMPUTERS (SOFTWARE & SERVICES)--1.5%
Akamai Technologies, Inc................ 100 9,887
Ariba, Inc.............................. 400 29,675
Art Technology Group, Inc............... 200 12,150
Ask Jeeves, Inc......................... 400 12,150
At Home Corp. Series A.................. 1,400 26,075
BMC Software, Inc....................... 1,100 51,494
Commerce One, Inc....................... 200 12,212
Digital Insight Corp.................... 810 31,691
eBay, Inc............................... 100 15,919
e-MedSoft.com........................... 2,100 17,194
eShare Technologies, Inc................ 1,600 11,400
Epicor Software Corp.................... 3,800 15,200
Exodus Communications, Inc.............. 200 17,687
IMRglobal Corp.......................... 2,300 29,612
InfoSpace, Inc.......................... 200 14,362
Inktomi Corp............................ 100 15,394
</TABLE>

10 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
COMPUTERS (SOFTWARE & SERVICES)--CONTINUED
Intuit, Inc............................. 500 $ 17,969
Macromedia, Inc......................... 500 43,500
Manugistics Group, Inc.................. 1,000 42,812
netGuru, Inc............................ 1,000 22,750
Phone.com, Inc.......................... 200 16,800
Puma Technology, Inc.................... 200 6,125
PurchasePro.com, Inc.................... 300 9,000
QRS Corp................................ 1,100 36,300
Rare Medium Group, Inc.................. 500 10,281
Rational Software Corp.................. 200 17,025
Red Hat, Inc............................ 300 7,519
Redback Networks, Inc................... 400 31,750
Santa Cruz Operation, Inc. (The)........ 3,500 21,219
Sonic Foundry, Inc...................... 300 13,425
Synopsys, Inc........................... 500 21,000
Talk City, Inc.......................... 10,900 38,150
VERITAS Software Corp................... 300 32,180
Vertel Corp............................. 900 14,962
VerticalNet, Inc........................ 200 10,800
Vignette Corp........................... 300 14,456
Visual Networks, Inc.................... 1,000 39,000
----------
789,125
----------

CONSTRUCTION (CEMENT & AGGREGATES)--1.2%
Martin Marietta Materials, Inc.......... 3,600 190,800
Southdown, Inc.......................... 3,400 197,625
Vulcan Materials Co..................... 5,500 240,969
----------
629,394
----------

CONSUMER (JEWELRY, NOVELTIES & GIFTS)--0.1%
Department 56, Inc...................... 3,500 31,937

CONSUMER FINANCE--0.3%
Countrywide Credit Industries, Inc...... 4,600 127,075
Household International, Inc............ 1,300 54,275
----------
181,350
----------
CONTAINERS (METAL & GLASS)--0.1%
Owens-Illinois, Inc..................... 5,400 72,900

ELECTRIC COMPANIES--3.5%
Ameren Corp............................. 1,400 51,362
Carolina Power & Light Co............... 7,400 270,562
Cinergy Corp............................ 5,000 133,750
DQE, Inc................................ 500 19,125
Dominion Resources, Inc................. 907 40,815
Duke Energy Corp........................ 1,000 57,500

<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
ELECTRIC COMPANIES--CONTINUED
FPL Group, Inc.......................... 3,000 $ 135,562
IPALCO Enterprises, Inc................. 3,700 75,619
Kansas City Power & Light Co............ 13,400 344,212
Montana Power Co. (The)................. 4,200 185,062
New Century Energies, Inc............... 1,800 58,725
Niagara Mohawk Holdings, Inc............ 1,800 24,975
PECO Energy Co.......................... 4,600 191,762
SCANA Corp.............................. 4,750 122,906
Western Resources, Inc.................. 8,500 133,875
----------
1,845,812
----------

ELECTRICAL EQUIPMENT--0.6%
Hubbell, Inc. Class B................... 10,000 260,625
Sanmina Corp............................ 800 48,050
----------
308,675
----------

ELECTRONICS (COMPONENT DISTRIBUTORS)--0.3%
Grainger (W.W.), Inc.................... 3,500 151,812

ELECTRONICS (DEFENSE)--0.3%
Raytheon Co. Class A.................... 6,300 144,506

ELECTRONICS (INSTRUMENTATION)--0.1%
Tektronix, Inc.......................... 1,050 60,769

ELECTRONICS (SEMICONDUCTORS)--1.0%
Adaptec, Inc............................ 600 16,200
Applied Micro Circuits Corp............. 400 51,550
Conexant Systems, Inc................... 400 23,950
Elantec Semiconductor, Inc.............. 2,200 89,100
LSI Logic Corp.......................... 600 37,500
Linear Technology Corp.................. 2,000 114,250
Micron Technology, Inc.................. 400 55,700
National Semiconductor Corp............. 800 48,600
PMC-Sierra, Inc......................... 200 38,375
RF Micro Devices, Inc................... 300 31,219
SDL, Inc................................ 100 19,500
----------
525,944
----------

ENGINEERING & CONSTRUCTION--0.0%
Granite Construction, Inc............... 900 21,375

ENTERTAINMENT--0.3%
Viacom, Inc. Class B.................... 2,400 130,500

EQUIPMENT (SEMICONDUCTORS)--0.4%
GaSonics International Corp............. 1,700 56,100
PRI Automation, Inc..................... 1,000 79,875
</TABLE>

See Notes to Financial Statements 11
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
EQUIPMENT (SEMICONDUCTORS)--CONTINUED
Semitool, Inc........................... 3,800 $ 76,178
----------
212,153
----------

FINANCIAL (DIVERSIFIED)--1.2%
Ambac Financial Group, Inc.............. 400 19,200
LandAmerica Financial Group, Inc........ 12,500 220,312
Markel Corp............................. 1,700 246,500
SLM Holding Corp........................ 4,000 125,250
Starwood Hotels & Resorts
Worldwide, Inc.......................... 1,300 36,969
----------
648,231
----------
FOODS--1.2%
Dole Food Co., Inc...................... 2,500 43,906
General Mills, Inc...................... 6,500 236,437
Heinz (H.J.) Co......................... 2,600 88,400
Hershey Foods Corp...................... 3,900 176,962
Wrigley (Wm.) Jr. Co.................... 1,100 79,612
----------
625,317
----------
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.5%
Anchor Gaming........................... 2,300 92,575
International Game Technology........... 3,700 90,187
Speedway Motorsports, Inc............... 3,800 90,962
----------
273,724
----------
GOLD & PRECIOUS METALS MINING--0.4%
Agnico-Eagle Mines Ltd. (Canada)........ 5,000 27,187
AngloGold Ltd. Sponsored ADR (South
Africa)................................. 3,200 62,200
Barrick Gold Corp. (Canada)............. 7,700 129,456
----------
218,843
----------

HEALTH CARE (DIVERSIFIED)--0.8%
Allergan, Inc........................... 900 52,987
American Home Products Corp............. 3,000 168,562
Bristol-Myers Squibb Co................. 3,400 178,287
----------
399,836
----------

HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.8%
Forest Laboratories, Inc................ 600 50,438
GelTex Pharmaceuticals, Inc............. 1,800 28,688
Genentech, Inc.......................... 400 46,800
Inhale Therapeutic Systems, Inc......... 900 55,688
Lilly (Eli) & Co........................ 2,100 162,356
Miravant Medical Technologies........... 1,400 23,450

<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--CONTINUED
Neurogen Corp........................... 2,300 $ 67,275
----------
434,695
----------

HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.4%
Bard (C.R.), Inc........................ 3,000 130,688
Bausch & Lomb, Inc...................... 1,200 72,450
Baxter International, Inc............... 3,000 195,375
Guidant Corp............................ 800 45,900
Medtronic, Inc.......................... 2,600 135,038
MiniMed, Inc............................ 700 86,056
Varian Medical Systems, Inc............. 2,000 80,000
----------
745,507
----------

HEALTH CARE (SPECIALIZED SERVICES)--0.1%
PAREXEL International Corp.............. 4,600 41,400

HOMEBUILDING--0.3%
Champion Enterprises, Inc............... 14,300 100,994
Syntroleum Corp......................... 2,800 54,950
----------
155,944
----------

HOUSEHOLD PRODUCTS (NON-DURABLE)--1.0%
Fort James Corp......................... 5,300 126,869
Kimberly-Clark Corp..................... 2,600 150,963
Procter & Gamble Co. (The).............. 3,800 226,575
----------
504,407
----------

HOUSEWARES--0.2%
Newell Rubbermaid, Inc.................. 4,331 109,087

INSURANCE (LIFE/HEALTH)--0.9%
American General Corp................... 1,900 106,400
Jefferson-Pilot Corp.................... 500 33,281
Lincoln National Corp................... 4,300 149,694
ReliaStar Financial Corp................ 4,700 202,394
----------
491,769
----------

INSURANCE (MULTI-LINE)--0.3%
CIGNA Corp.............................. 2,000 159,500

INSURANCE (PROPERTY-CASUALTY)--4.5%
21st Century Insurance Group............ 2,400 52,500
Berkley (W.R.) Corp..................... 18,200 384,475
Chubb Corp. (The)....................... 400 25,450
Fremont General Corp.................... 11,700 68,006
HSB Group, Inc.......................... 9,100 263,900
Horace Mann Educators Corp.............. 12,200 177,663
</TABLE>

12 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
INSURANCE (PROPERTY-CASUALTY)--CONTINUED
Ohio Casualty Corp...................... 18,800 $ 312,550
Progressive Corp. (The)................. 600 39,263
SAFECO Corp............................. 4,600 101,775
Selective Insurance Group, Inc.......... 7,200 136,350
Transatlantic Holdings, Inc............. 3,200 265,400
Trenwick Group, Inc..................... 18,700 264,138
Unitrin, Inc............................ 7,500 253,125
----------
2,344,595
----------

INSURANCE BROKERS--0.6%
Gallagher (Arthur J.) & Co.............. 5,000 186,250
Marsh & McLennan Cos., Inc.............. 1,500 147,844
----------
334,094
----------

INVESTMENT BANKING/BROKERAGE--0.0%
Knight/Trimark Group, Inc............... 400 15,075
IRON & STEEL--0.9%
AK Steel Holding Corp................... 3,800 42,038
Cleveland-Cliffs, Inc................... 6,200 152,288
UCAR International, Inc................. 7,900 104,181
USX-U.S. Steel Group.................... 7,700 192,981
----------
491,488
----------

LODGING-HOTELS--0.0%
Xcelera.com, Inc........................ 200 17,500

MACHINERY (DIVERSIFIED)--0.5%
Caterpillar, Inc........................ 2,700 106,481
Kaydon Corp............................. 5,100 119,213
Terex Corp.............................. 1,400 21,875
----------
247,569
----------
MANUFACTURING (DIVERSIFIED)--1.7%
Carlisle Cos., Inc...................... 3,500 144,156
Corning, Inc............................ 498 98,355
Eaton Corp.............................. 1,900 159,600
Hillenbrand Industries, Inc............. 6,600 198,825
Honeywell International, Inc............ 2,700 151,200
Illinois Tool Works, Inc................ 1,700 108,906
Textron, Inc............................ 600 37,163
----------
898,205
----------

MANUFACTURING (SPECIALIZED)--0.3%
Sealed Air Corp......................... 900 50,063

<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
MANUFACTURING (SPECIALIZED)--CONTINUED
York International Corp................. 3,900 $ 94,088
----------
144,151
----------

METAL FABRICATORS--0.0%
General Cable Corp...................... 2,000 15,375

METALS MINING--0.3%
Phelps Dodge Corp....................... 2,800 129,500

NATURAL GAS--3.4%
Eastern Enterprises..................... 2,500 152,188
El Paso Energy Corp..................... 2,500 106,250
Enron Corp.............................. 2,200 153,313
MCN Energy Group, Inc................... 5,800 144,638
NICOR, Inc.............................. 12,100 409,888
ONEOK, Inc.............................. 11,000 277,750
Washington Gas Light Co................. 17,200 440,750
Williams Cos., Inc. (The)............... 3,100 115,669
----------
1,800,446
----------

OFFICE EQUIPMENT & SUPPLIES--0.1%
Pitney Bowes, Inc....................... 900 36,788

OIL & GAS (DRILLING & EQUIPMENT)--1.6%
Baker Hughes, Inc....................... 1,100 34,994
Cooper Cameron Corp..................... 400 30,000
Diamond Offshore Drilling, Inc.......... 1,800 72,563
Grant Prideco, Inc...................... 1,700 32,725
Halliburton Co.......................... 5,800 256,288
Input/Output, Inc....................... 5,800 42,775
Schlumberger Ltd........................ 700 53,594
Tuboscope, Inc.......................... 14,550 252,806
Weatherford International, Inc.......... 1,700 69,063
----------
844,808
----------

OIL & GAS (EXPLORATION & PRODUCTION)--1.0%
Basin Exploration, Inc.................. 3,300 46,200
Burlington Resources, Inc............... 2,600 102,213
Noble Affiliates, Inc................... 4,800 173,100
Unocal Corp............................. 6,442 208,157
----------
529,670
----------

OIL & GAS (REFINING & MARKETING)--0.8%
Pennzoil-Quaker State Co................ 16,900 184,844
Sunoco, Inc............................. 6,900 209,156
----------
394,000
----------
</TABLE>

See Notes to Financial Statements 13
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
OIL (DOMESTIC INTEGRATED)--0.7%
Amerada Hess Corp....................... 2,400 $ 152,700
Phillips Petroleum Co................... 4,000 189,750
----------
342,450
----------
PAPER & FOREST PRODUCTS--0.5%
Bowater, Inc............................ 3,500 192,500
International Paper Co.................. 2,000 73,500
----------
266,000
----------
PHOTOGRAPHY/IMAGING--0.3%
Eastman Kodak Co........................ 1,600 89,500
Polaroid Corp........................... 3,500 70,656
----------
160,156
----------
PUBLISHING--0.1%
Houghton Mifflin Co..................... 1,200 49,875
PUBLISHING (NEWSPAPERS)--1.6%
Gannett Co., Inc........................ 800 51,100
Hollinger International, Inc............ 17,800 224,725
Scripps (E.W.) Co. (The) Class A........ 5,000 233,438
Washington Post Co. (The) Class B....... 700 341,600
----------
850,863
----------
RAILROADS--1.4%
CSX Corp................................ 3,100 64,906
Kansas City Southern
Industries, Inc......................... 700 50,313
Norfolk Southern Corp................... 14,800 260,850
Union Pacific Corp...................... 2,300 96,888
Wisconsin Central Transportation
Corp.................................... 19,300 281,056
----------
754,013
----------
REITS--1.4%
BRE Properties, Inc. Class A............ 1,700 47,494
Cousins Properties, Inc................. 10,200 400,350
Crescent Real Estate Equities Co........ 7,000 119,875
Manufactured Home Communities, Inc...... 4,900 122,500
Smith (Charles E.) Residential
Realty, Inc............................. 1,300 48,994
----------
739,213
----------
RETAIL (DEPARTMENT STORES)--0.5%
Dillard's, Inc. Class A................. 6,500 90,594
Kohl's Corp............................. 1,800 86,400
Saks, Inc............................... 8,600 98,363
----------
275,357
----------

<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
RETAIL (DISCOUNTERS)--0.5%
Consolidated Stores Corp................ 3,900 $ 48,506
Dollar General Corp..................... 3,400 77,775
ShopKo Stores, Inc...................... 6,100 109,038
----------
235,319
----------
RETAIL (DRUG STORES)--0.1%
Longs Drug Stores Corp.................. 1,200 27,900
RETAIL (FOOD CHAINS)--0.2%
Albertson's, Inc........................ 92 2,996
Hannaford Brothers Co................... 1,200 86,850
----------
89,846
----------
RETAIL (GENERAL MERCHANDISE)--0.3%
Target Corp............................. 2,300 153,094
RETAIL (HOME SHOPPING)--0.1%
Amazon.com, Inc......................... 500 27,594
Stamps.com, Inc......................... 1,200 19,200
----------
46,794
----------
RETAIL (SPECIALTY)--0.6%
Claire's Stores, Inc.................... 1,500 27,656
Footstar, Inc........................... 4,900 182,219
Payless ShoeSource, Inc................. 2,100 115,763
----------
325,638
----------
RETAIL (SPECIALTY-APPAREL)--0.1%
Buckle, Inc. (The)...................... 2,900 37,156
SAVINGS & LOAN COMPANIES--0.4%
People's Bank........................... 3,600 73,350
Washington Mutual, Inc.................. 4,900 125,256
----------
198,606
----------
SERVICES (ADVERTISING/MARKETING)--0.4%
CMGI, Inc............................... 200 14,250
Internet Capital Group, Inc............. 300 12,713
Omnicom Group, Inc...................... 1,900 173,019
----------
199,982
----------
SERVICES (COMMERCIAL & CONSUMER)--0.4%
Budget Group, Inc. Class A.............. 23,400 109,688
Ogden Corp.............................. 7,800 76,538
Rambus, Inc............................. 100 23,000
----------
209,226
----------
</TABLE>

14 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
SERVICES (COMPUTER SYSTEMS)--0.3%
Ingram Micro, Inc....................... 3,900 $ 76,781
Sabre Holdings Corp..................... 1,681 58,730
----------
135,511
----------

SERVICES (DATA PROCESSING)--0.6%
CheckFree Holdings Corp................. 500 25,406
First Data Corp......................... 3,300 160,669
FutureLink Distribution Corp............ 1,000 13,875
National Data Corp...................... 3,500 97,125
----------
297,075
----------
SPECIALTY PRINTING--0.4%
Deluxe Corp............................. 7,300 183,869

TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.8%
Sprint Corp. (PCS Group)................ 7,000 385,000
VoiceStream Wireless Corp............... 400 39,600
----------
424,600
----------

TELECOMMUNICATIONS (LONG DISTANCE)--0.4%
Covad Communications Group, Inc......... 450 12,488
Deltathree.com, Inc..................... 600 6,675
Level 3 Communications, Inc............. 400 35,600
MGC Communications, Inc................. 300 14,700
NTL, Inc................................ 600 45,900
Qwest Communications
International, Inc...................... 1,700 73,738
Winstar Communications, Inc............. 800 31,900
----------
221,001
----------

TELEPHONE--0.5%
Broadwing, Inc.......................... 800 22,650
SBC Communications, Inc................. 600 26,288
U S West, Inc........................... 2,800 199,325
----------
248,263
----------

TEXTILES (APPAREL)--0.4%
V. F. Corp.............................. 6,600 186,450
TRUCKERS--0.4%
Hunt (J.B.) Transport Services, Inc..... 5,400 89,100
United Parcel Service, Inc. Class B..... 1,900 126,350
----------
215,450
----------
TRUCKS & PARTS--0.2%
Navistar International Corp............. 2,500 87,500

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

WASTE MANAGEMENT--0.5%
Allied Waste Industries, Inc............ 9,700 $ 59,413
Newpark Resources, Inc.................. 23,800 196,350
----------
255,763
----------

WATER UTILITIES--0.2%
E*Town Corp............................. 500 32,594
United Water Resources, Inc............. 1,500 52,125
----------
84,719
----------
- ------------------------------------------------------------------------
TOTAL COMMON STOCKS
(PROCEEDS $32,744,843) 31,868,533
- ------------------------------------------------------------------------

FOREIGN COMMON STOCKS--10.0%

AUTOMOBILES--0.3%
DaimlerChrysler AG (Germany)............ 2,300 132,394

BANKS (MONEY CENTER)--0.4%
Banco Frances SA Sponsored ADR
(Argentina)............................. 9,500 187,625

BEVERAGES (ALCOHOLIC)--0.6%
Diageo PLC Sponsored ADR (United
Kingdom)................................ 9,600 326,400

BEVERAGES (NON-ALCOHOLIC)--0.1%
Panamerican Beverages, Inc. Class A
(Mexico)................................ 4,200 69,037

CHEMICALS--0.5%
Aventis SA Sponsored ADR (France)....... 4,700 264,375

CHEMICALS (SPECIALTY)--0.8%
Agrium, Inc. (Canada)................... 22,600 211,875
Potash Corporation of
Saskatchewan, Inc. (Canada)............. 4,300 231,394
----------
443,269
----------

COMMUNICATIONS EQUIPMENT--0.2%
ECtel Ltd. (Israel)..................... 1,000 20,000
Gilat Satellite Networks Ltd.
(Israel)................................ 200 17,175
Newbridge Networks Corp. (Canada)....... 1,500 53,719
Nortel Networks Corp. (Canada).......... 100 11,325
Wavecom SA ADR (France)................. 300 23,812
----------
126,031
----------

ELECTRIC COMPANIES--0.4%
Enersis SA Sponsored ADR (Chile)........ 2,300 42,837
ScottishPower PLC ADR (United
Kingdom)................................ 4,800 153,300
----------
196,137
----------
</TABLE>

See Notes to Financial Statements 15
<PAGE>
Phoenix-Euclid Market Neutral Fund

<TABLE>
<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
ELECTRICAL EQUIPMENT--0.6%
Koninklijke (Royal) Philips Electronics
NV NY Registered Shares (Netherlands)... 3,600 $ 160,650
SONY Corp. Sponsored ADR (Japan)........ 600 135,375
----------
296,025
----------

ENTERTAINMENT--0.2%
News Corp. Ltd. (The) Sponsored ADR
(Australia)............................. 800 41,150
Seagram Co. Ltd. (The) (Canada)......... 1,300 70,200
----------
111,350
----------

FINANCIAL (DIVERSIFIED)--0.3%
XL Capital Ltd. Class A (Bermuda)....... 3,000 142,875

FOODS--0.5%
Unilever NV NY Registered Shares
(Netherlands)........................... 6,100 277,931

GOLD & PRECIOUS METALS MINING--0.1%
Compania de Minas Buenaventura SA
(Peru).................................. 4,600 79,350

HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.1%
AstraZeneca Group PLC Sponsored ADR
(United Kingdom)........................ 900 37,913

Elan Corp. PLC Sponsored ADR
(Ireland)............................... 500 21,438
----------
59,351
----------
INSURANCE (LIFE/HEALTH)--1.0%
ING Groep NV Sponsored ADR
(Netherlands)........................... 9,500 521,906
INSURANCE (PROPERTY-CASUALTY)--0.7%
IPC Holdings Ltd. (Bermuda)............. 27,700 353,175

IRON & STEEL--0.3%
Corus Group PLC Sponsored ADR (United
Kingdom)................................ 10,000 136,875

OIL & GAS (DRILLING & EQUIPMENT)--0.3%
Petroleum Geo-Services ASA Sponsored ADR
(Norway)................................ 9,800 159,250

<CAPTION>
SHARES VALUE
------------- -----------
<S> <C> <C>
OIL (INTERNATIONAL INTEGRATED)--0.9%
ENI SPA Sponsored ADR (Italy)........... 3,500 $ 182,000
Total Fina Elf SA Sponsored ADR
(France)................................ 4,100 310,063
----------
492,063
----------

PAPER & FOREST PRODUCTS--0.6%
Abitibi-Consolidated, Inc. (Canada)..... 14,100 153,338
Asia Pulp & Paper Co. Ltd. Sponsored ADR
(Singapore)............................. 22,400 141,400
----------
294,738
----------

TELECOMMUNICATIONS (LONG DISTANCE)--1.1%
BCE, Inc. (Canada)...................... 1,000 114,750
Cable & Wireless HKT Ltd. (Hong Kong)... 3,947 91,274

Cia. de Telecomunicaciones de Chile SA
Sponsored ADR (Chile)................... 5,200 96,200

Global Crossing Ltd. (Bermuda).......... 500 15,750

Telecom Argentina Stet - France Telecom
SA Sponsored ADR (Argentina)............ 700 19,556

Telecom Corporation of New Zealand Ltd.
Sponsored ADR (New Zealand)............. 3,900 132,356

Telecom Italia SPA Sponsored ADR
(Italy)................................. 800 114,300
----------
584,186
----------
- ------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(PROCEEDS $5,260,190) 5,254,343
- ------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C>
TOTAL SECURITIES SOLD SHORT
(PROCEEDS $38,005,033) $37,122,876(a)
-----------
</TABLE>

(a) Federal Income Tax Information: Net unrealized depreciation of securities
sold short is comprised of gross appreciation of $2,015,237 and gross
depreciation of $2,886,978 for federal income tax purposes. At April 30,
2000, the aggregate proceeds of securities for federal income tax purposes
was $36,251,135.

16 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2000
(UNAUDITED)

<TABLE>
<S> <C>
ASSETS
Investment securities at value, exclusive of repurchase
agreements (Identified cost $43,909,958) $ 44,326,804
Repurchase agreements at value (Identified cost $8,451,000) 8,451,000
Cash 921,904
Deposits with broker for securities sold short 36,546,984
Receivables
Interest and dividends 183,589
Fund shares sold 15,935
Variation margin for futures contracts 9,125
Prepaid expenses 8,455
--------------
Total assets 90,463,796
--------------
LIABILITIES
Securities sold short at value (Proceeds $38,005,033) 37,122,876
Payables
Investment securities purchased 431,497
Fund shares repurchased 307,737
Dividends on short sales 47,227
Investment advisory fee 36,101
Distribution fee 27,036
Transfer agent fee 22,445
Trustees' fee 5,676
Financial agent fee 3,045
Accrued expenses 66,402
--------------
Total liabilities 38,070,042
--------------
NET ASSETS $ 52,393,754
==============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $ 73,020,107
Undistributed net investment income 458,221
Accumulated net realized loss (22,419,205)
Net unrealized appreciation on investments 452,474
Net unrealized appreciation on securities sold short 882,157
--------------
NET ASSETS $ 52,393,754
==============
CLASS A
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $10,229,488) 1,050,629
Net asset value per share $9.74
Offering price per share $9.74/(1-5.75%) $10.33
CLASS B
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $17,532,418) 1,805,180
Net asset value and offering price per share $9.71
CLASS C
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $11,308,207) 1,167,710
Net asset value and offering price per share $9.68
CLASS I
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $13,323,641) 1,377,458
Net asset value and offering price per share $9.67
</TABLE>

STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

<TABLE>
<S> <C>
INVESTMENT INCOME
Interest $ 1,869,401
Dividends 626,236
Foreign taxes withheld (519)
--------------
Total investment income 2,495,118
--------------
EXPENSES
Investment advisory fee 571,627
Distribution fee, Class A 22,492
Distribution fee, Class B 130,404
Distribution fee, Class C 92,290
Financial agent fee 25,352
Custodian 67,345
Transfer agent 52,756
Professional 22,577
Registration 20,049
Printing 16,657
Trustees 11,118
Miscellaneous 20,407
--------------
Expenses before dividends on short sales 1,053,074
Dividends on short sales 598,207
Less expenses borne by investment adviser (29,778)
--------------
Net expenses 1,621,503
--------------
NET INVESTMENT INCOME 873,615
--------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities (254,206)
Net realized loss on securities sold short (1,664,705)
Net realized gain on futures contracts 104,505
Net change in unrealized appreciation (depreciation) on
investments 1,154,458
Net change in unrealized appreciation (depreciation) on
securities sold short (5,981,995)
--------------
NET LOSS ON INVESTMENTS (6,641,943)
--------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (5,768,328)
==============
</TABLE>

See Notes to Financial Statements 17
<PAGE>
Phoenix-Euclid Market Neutral Fund

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Six Months
Ended
4/30/00 Year Ended
(Unaudited) 10/31/99
------------ ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 873,615 $ 2,013,700
Net realized gain (loss) (1,814,406) (8,588,059)
Net change in unrealized appreciation
(depreciation) (4,827,537) 4,108,654
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS (5,768,328) (2,465,705)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (415,480) (493,481)
Net investment income, Class B (566,873) (368,614)
Net investment income, Class C (406,730) (464,216)
Net investment income, Class I (513,147) (329,267)
------------ ------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS (1,902,230) (1,655,578)
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (141,566
and 1,304,055 shares, respectively) 1,458,428 13,984,222
Net asset value of shares issued from
reinvestment of distributions
(34,119 and 38,748 shares,
respectively) 348,013 425,449
Cost of shares repurchased (1,058,657
and 3,038,214 shares, respectively) (10,689,960) (32,084,881)
------------ ------------
Total (8,883,519) (17,675,210)
------------ ------------
CLASS B
Proceeds from sales of shares (23,191
and 740,976 shares, respectively) 232,191 7,877,039
Net asset value of shares issued from
reinvestment of distributions
(41,267 and 23,293 shares,
respectively) 420,920 255,754
Cost of shares repurchased (1,487,058
and 1,959,172 shares, respectively) (14,821,621) (20,460,298)
------------ ------------
Total (14,168,510) (12,327,505)
------------ ------------
CLASS C
Proceeds from sales of shares (37,665
and 473,559 shares, respectively) 397,675 5,033,700
Net asset value of shares issued from
reinvestment of distributions
(33,190 and 33,377 shares,
respectively) 337,208 365,808
Cost of shares repurchased (1,299,159
and 3,379,228 shares, respectively) (12,950,365) (35,257,389)
------------ ------------
Total (12,215,482) (29,857,881)
------------ ------------
CLASS I
Proceeds from sales of shares (0 and
531,705 shares, respectively) -- 5,589,480
Net asset value of shares issued from
reinvestment of distributions
(50,706 and 29,941 shares,
respectively) 513,147 326,358
Cost of shares repurchased (513,146
and 643,924 shares, respectively) (5,031,831) (6,928,065)
------------ ------------
Total (4,518,684) (1,012,227)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM
SHARE TRANSACTIONS (39,786,195) (60,872,823)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (47,456,753) (64,994,106)
NET ASSETS
Beginning of period 99,850,507 164,844,613
------------ ------------
END OF PERIOD [INCLUDING UNDISTRIBUTED
NET INVESTMENT INCOME (LOSS) OF
$458,221 AND $1,486,836,
RESPECTIVELY] $ 52,393,754 $ 99,850,507
============ ============
</TABLE>

18 See Notes to Financial Statements
<PAGE>
Phoenix-Euclid Market Neutral Fund

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

<TABLE>
<CAPTION>
CLASS A
----------------------------------------------
SIX MONTHS FROM
ENDED YEAR INCEPTION
4/30/00 ENDED 5/1/98 TO
(UNAUDITED) 10/31/99 10/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $ 10.68 $ 10.84 $ 11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.13(6) 0.26 0.09
Net realized and unrealized gain (loss) (0.81) (0.29) (0.59)
------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS (0.68) (0.03) (0.50)
------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.26) (0.13) --
------- ------- -------
Change in net asset value (0.94) (0.16) (0.50)
------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.74 $ 10.68 $ 10.84
======= ======= =======
Total return(1) (6.40)%(3) (0.40)% (4.41)%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $10,229 $20,648 $39,331

RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (excluding dividends on
short sales, after expense reimbursement) 2.34%(2) 2.34% 2.30%(2)
Operating expenses (including dividends on
short sales, after expense reimbursement) 3.91%(2)(4) 3.88% 3.65%(2)(4)
Net investment income 2.64%(2) 1.94% 2.33%(2)
Portfolio turnover rate 187%(3) 453% 216%
</TABLE>

<TABLE>
<CAPTION>
CLASS B
----------------------------------------------
SIX MONTHS FROM
ENDED YEAR INCEPTION
4/30/00 ENDED 5/1/98 TO
(UNAUDITED) 10/31/99 10/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $ 10.62 $ 10.81 $ 11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.10(6) 0.15 0.06
Net realized and unrealized gain (loss) (0.82) (0.26) (0.59)
------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS (0.72) (0.11) (0.53)
------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.19) (0.08) --
------- ------- -------
Change in net asset value (0.91) (0.19) (0.53)
------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.71 $ 10.62 $ 10.81
======= ======= =======
Total return(1) (6.83)%(3) (1.02)% (4.67)%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $17,532 $34,290 $47,794

RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (excluding dividends on
short sales, after expense reimbursement) 3.04%(2) 3.04% 3.00%(2)
Operating expenses (including dividends on
short sales, after expense reimbursement) 4.61%(2)(5) 4.58% 4.35%(2)(5)
Net investment income 1.94%(2) 1.24% 1.63%(2)
Portfolio turnover rate 187%(3) 453% 216%
</TABLE>

(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets (including dividends on
short sales) would have been 3.99% and 3.69% for the periods ended
April 30, 2000 and October 31, 1998, respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets (including dividends on
short sales) would have been 4.69% and 4.39% for the periods ended
April 30, 2000 and October 31, 1998, respectively.
(6) Computed using average shares outstanding.

See Notes to Financial Statements 19
<PAGE>
Phoenix-Euclid Market Neutral Fund

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

<TABLE>
<CAPTION>
CLASS C
----------------------------------------------
SIX MONTHS FROM
ENDED YEAR INCEPTION
4/30/00 ENDED 5/1/98 TO
(UNAUDITED) 10/31/99 10/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $ 10.59 $ 10.80 $ 11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.10(6) 0.19 0.06
Net realized and unrealized gain (loss) (0.82) (0.31) (0.60)
------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS (0.72) (0.12) (0.54)
------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.19) (0.09) --
------- ------- -------
Change in net asset value (0.91) (0.21) (0.54)
------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.68 $ 10.59 $ 10.80
======= ======= =======
Total return(1) (6.78)%(3) (1.12)% (4.76)%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $11,308 $25,364 $56,874

RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (excluding dividends on
short sales, after expense reimbursement) 3.04%(2) 3.04% 3.00%(2)
Operating expenses (including dividends on
short sales, after expense reimbursement) 4.61%(2)(4) 4.58% 4.35%(2)(4)
Net investment income 1.93%(2) 1.24% 1.63%(2)
Portfolio turnover rate 187%(3) 453% 216%
</TABLE>

<TABLE>
<CAPTION>
CLASS I
----------------------------------------------
SIX MONTHS FROM
ENDED YEAR INCEPTION
4/30/00 ENDED 5/1/98 TO
(UNAUDITED) 10/31/99 10/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $ 10.62 $ 10.85 $ 11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.15(6) 0.28 0.14
Net realized and unrealized gain (loss) (0.81) (0.28) (0.63)
------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS (0.66) -- (0.49)
------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.29) (0.23) --
------- ------- -------
Change in net asset value (0.95) (0.23) (0.49)
------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.67 $ 10.62 $ 10.85
======= ======= =======
Total return(1) (6.35)%(3) (0.01)% (4.32)%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $13,324 $19,549 $20,846

RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (excluding dividends on
short sales, after expense reimbursement) 2.05%(2) 2.04% 2.00%(2)
Operating expenses (including dividends on
short sales, after expense reimbursement) 3.62%(2)(5) 3.58% 3.35%(2)(5)
Net investment income 2.93%(2) 2.24% 2.63%(2)
Portfolio turnover rate 187%(3) 453% 216%
</TABLE>

(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets (including dividends on
short sales) would have been 4.68% and 4.39% for the periods ended
April 30, 2000 and October 31, 1998, respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets (including dividends on
short sales) would have been 3.70% and 3.39% for the periods ended
April 30, 2000 and October 31, 1998, respectively.
(6) Computed using average shares outstanding.

20 See Notes to Financial Statements
<PAGE>
PHOENIX-EUCLID MARKET NEUTRAL FUND
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Phoenix-Euclid Funds (the "Trust") is organized as a Delaware business trust
and is registered under the Investment Company Act of 1940, as amended, as a
diversified, open-end management investment company. The Trust presently
consists of one investment portfolio: Phoenix-Euclid Market Neutral Fund (the
"Fund"). The Fund seeks long-term capital appreciation while maintaining minimal
portfolio exposure to general equity market risk.

The Fund offers Class A, Class B, Class C and Class I shares. 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 5.50%. 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 1.25% contingent deferred sales charge if redeemed within one year of
purchase. Class I shares have no sales charge. Each class of shares has
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 the Fund are borne pro rata by the holders of each class of shares,
except that each class bears distribution expenses unique to that class.

The following is a summary of significant accounting policies consistently
followed by the Fund 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 affect the reported amounts of assets, liabilities,
revenues and expenses. Actual results could differ from those estimates.

A. SECURITY VALUATION:

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

B. SECURITY TRANSACTIONS AND RELATED INCOME:

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

C. INCOME TAXES:

It is the policy of the Fund 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, the Fund
intends to distribute an amount sufficient to avoid imposition of any excise tax
under Section 4982 of the Code. Therefore, no provision for federal income taxes
or excise taxes has been made.

D. DISTRIBUTIONS TO SHAREHOLDERS:

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

E. FOREIGN CURRENCY TRANSLATION:

Foreign securities, 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 Fund 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. FUTURES CONTRACTS:

A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. The Fund may enter into financial
futures contracts as a hedge against anticipated changes in the market value of
their portfolio securities. Upon entering into a futures contract, the Fund is
required to pledge to the broker an amount of cash and/or securities equal to
the "initial margin" requirements of the futures exchange on which the contract
is traded. Pursuant to the contract, the Fund agrees to receive from or pay to
the broker an amount of cash equal to the daily fluctuation in value of

21
<PAGE>
PHOENIX-EUCLID MARKET NEUTRAL FUND
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000 (UNAUDITED) (CONTINUED)

the contract. Such receipts or payments are known as daily variation margin and
are recorded by the Fund as unrealized gains or losses. When the contract is
closed, the Fund records a realized gain or loss equal to the difference between
the value of the contract at the time it was opened and the value at the time it
was closed. The potential risk to the Fund is that the change in value of the
futures contract may not correspond to the change in value of the hedged
instruments.

G. OPTIONS:

The 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.

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

The Fund may purchase options which are included in the Fund's 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. SHORT SALES:

A short sale is a transaction in which the Fund sells a security it does not
own in anticipation of a decline in market price. To sell a security short, the
Fund must borrow the security. The Fund's obligation to replace the security
borrowed and sold short will be fully collateralized at all times by the
proceeds from the short sale retained by the broker and by cash and securities
deposited in a segregated account with the Fund's custodian. If the price of the
security sold short increases between the time of the short sale and the time
the Fund replaces the borrowed security, the Fund will realize a loss, and if
the price declines during the period, the Fund will realize a gain. Any realized
gain will be decreased, and any realized loss increased, by the amount of
transaction costs. Dividends paid by the Fund in connection with such short
sales are recorded as expenses. At April 30, 2000, the value of securities sold
short amounted to $37,122,876 against which collateral of $75,742,966 was held.
The collateral includes the deposits with broker for securities sold short and
the common stocks held long, as shown in the Schedule of Investments and
Securities Sold Short.

I. REPURCHASE AGREEMENTS:

A repurchase agreement is a transaction where a Fund acquires a security for
cash and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed upon price and date. The 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.

J. BORROWINGS:

The Fund is a participant in a Liquidity Line of Credit with The Bank of New
York for $100,000,000. The Fund has not had to use the Line of Credit since it
became a participant on December 16, 1998. If a Fund uses the Line of Credit, it
will be collateralized by that Fund's portfolio.

2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS

As compensation for its services to the Fund, the Adviser, Euclid Advisors
LLC, a wholly-owned subsidiary of Zweig/Glaser Advisers LLC, which is a
wholly-owned subsidiary of Phoenix Investment Partners, Ltd., is entitled to a
fee at an annual rate of 1.50% of the average daily net assets of the Fund.

Effective February 28, 2000, the Adviser has voluntarily agreed to reimburse
the Fund to the extent that total expenses (excluding taxes, interest, dividends
on short sales, brokerage commissions, 12b-1 fees and extraordinary expenses)
exceed 2.00% of the Fund's average daily net assets through February 28, 2001.

As Distributor of the Trust's shares, Phoenix Equity Planning Corporation
("PEPCO"), an indirect majority-owned subsidiary of Phoenix Home Life Mutual
Insurance Company ("PHL"), has advised the Fund that it retained net selling
commissions of $1,047 for Class A shares and deferred sales charges of $355,489
for Class B shares and $4,438 for Class C shares for the six months ended
April 30, 2000. In addition, the Fund pays PEPCO a distribution fee at an annual
rate of 0.30% for Class A shares and 1.00% for Class B and Class C shares
applied to the average daily net assets of each Fund. There is no distribution
fee for Class I shares. The Distributor has advised the Fund that of the total
amount expensed for the six months ended April 30, 2000, $123,150 was retained
by the Distributor and $122,036 was paid out to unaffiliated participants.

22
<PAGE>
PHOENIX-EUCLID MARKET NEUTRAL FUND
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000 (UNAUDITED) (CONTINUED)

Effective November 1, 1999, PEPCO became Financial Agent of the Fund, and
receives a fee for financial reporting, tax services and oversight of subagent's
performance based upon an annual rate of 0.07% of the average daily net assets
of the Fund for the first $50 million; 0.06% of such value between $50 million
and $200 million; and 0.01% of such value in excess of $200 million.

Prior to that date, The Bank of New York was the Financial Agent of the Fund
and was paid according to the same fee schedule.
Effective November 1, 1999, PFPC, Inc., a subagent to PEPCO, receives a fee
which ranges from 0.085% to 0.0125% of the average daily net asset values of
each Fund. Certain minimum fees and fee waivers may apply.

PEPCO serves as the Fund's Transfer Agent with State Street Bank and Trust as
sub-transfer agent. For the six months ended April 30, 2000, transfer agent fees
were $52,756 of which PEPCO retained $4,932 which is net of fees paid to State
Street.

3. PURCHASE AND SALE OF SECURITIES

During the six months ended April 30, 2000, purchases and sales of
investments, excluding short-term securities, repurchase agreements and futures
contracts, were as follows:

<TABLE>
<S> <C>
Purchases............................... $108,443,588
Sales................................... 163,352,499
Short sales............................. 98,706,974
Purchases to cover short sales.......... 161,760,870
</TABLE>

There were no purchases or sales of long-term U.S. Government Securities.

At April 30, 2000, the Fund had entered into futures contracts as follows:

<TABLE>
<CAPTION>
Value of
Contracts Market Net
Number of When Value of Unrealized
Description Contracts Opened Contracts Appreciation
- ----------- --------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Standard & Poor's 500 Index............. (5) $(1,860,628) $(1,825,000) $35,628
</TABLE>

4. OTHER

As of April 30, 2000, the Fund had 1 shareholder who individually owned 11.6%
of total net assets, who is not affiliated with PHL or PXP.

5. CAPITAL LOSS CARRYOVERS

At October 31, 1999, the Fund had capital loss carryovers of $9,389,382 and
$7,745,316, expiring in 2006 and 2007, respectively. These may be used to offset
future capital gains.

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

23
<PAGE>

SCHEDULE OF INVESTMENTS AND SECURITIES SOLD SHORT
OCTOBER 31, 1999

Number Value
of Shares (Note 3)
- ------------------------------------------------------------------------------
INVESTMENTS
COMMON STOCKS: 93.38%

Aerospace and Defense: 0.88%
AAR Corp. 7,300 $ 121,819
B.F. Goodrich & Co. 19,900 471,381
Boeing Co. 800 36,850
Cordant Technologies, Inc. 6,200 193,363
Northrop Grumman Corp. 1,000 54,875
-----------------
878,288
-----------------

Agricultural Products: 0.27%
Corn Products International, Inc. 4,200 136,763
Universal Corp. 5,500 129,250
-----------------
266,013
-----------------

Airlines: 0.83%
* Alaska Air Group, Inc. 6,500 258,375
* America West Holding Corp.,
Class B 22,900 473,744
KLM Royal Dutch Airlines 3,600 96,975
-----------------
829,094
-----------------

Automotive Parts and Equipment: 1.75%
Arvin Industries, Inc. 13,013 370,870
Borg-Warner Automotive, Inc. 2,700 106,650
Cooper Tire & Rubber Co. 5,100 85,744
* Lear Corp. 10,900 367,875
Mark IV Industries, Inc. 33,600 646,800
Snap-on, Inc. 5,700 173,138
-----------------
1,751,077
-----------------
Automobiles: 0.45%
Ford Motor Co. 8,200 449,975
-----------------

Banks-Money Center: 0.08%
UnionBancal Corp. 1,900 82,531
-----------------

Banks-Regional: 2.78%
Banco De Galicia
y Buenos Aires, S.A., ADR 13,900 293,638
BancWest Corp. 3,900 163,069
Hibernia Corp., Class A 49,600 703,700
Huntington Bancshares, Inc. 9,900 293,287
Pacific Century Financial Corp. 22,700 517,844
Peoples Heritage Financial
Group, Inc. 15,100 286,900
Provident Financial Group, Inc. 2,000 85,875
SouthTrust Corp. 10,900 436,000
-----------------
2,780,313
-----------------
Beverages: 0.52%
Anheuser-Busch Companies, Inc. 6,200 445,238
* Robert Mondavi Corp., Class A 2,100 75,862
-----------------
521,100
-----------------

Biotechnology: 0.35%
* IDEC Pharmaceuticals Corp. 3,000 348,563
-----------------

Broadcasting: 0.46%
*Grupo Televisa, S.A., ADR 10,800 459,000
-----------------

Building Materials: 0.15%
Armstrong World Industries, Inc. 4,100 153,238
-----------------

Cellular and Wireless
Telecommunications: 0.02%
* U.S. Cellular Corp. 200 17,700
-----------------

Chemicals: 1.70%
Akzo Nobel NV, ADR 25,600 1,104,000
Engelhard Corp. 12,600 222,075
Imperial Chemical Industries
Plc., ADR 2,600 104,488
Monsanto Co. 6,800 261,800
-----------------
1,692,363
-----------------

Chemicals-Specialty: 2.23%
A. Schulman, Inc. 26,200 407,738
Albemarle Corp. 9,400 166,850
H.B. Fuller Co. 11,200 613,200
Lubrizol Corp. 29,700 761,063
M.A. Hanna Co. 25,900 276,806
-----------------
2,225,657
-----------------

Communication Equipment: 2.12%
* Commscope, Inc. 11,200 446,600
Inter-Tel Inc., Class A 30,600 485,775
Nokia Corp., ADR 1,600 184,900
Scientific-Atlanta, Inc. 13,100 749,975
* Tekelec 19,600 248,675
-----------------
2,115,925
-----------------

Computer Services: 1.69%
* BEA Systems, Inc. 11,800 538,375
* Concord EFS, Inc. 20,200 546,662
Paychex, Inc. 15,300 602,438
-----------------
1,687,475
-----------------

Computer Software: 2.74%
* Compuware Corp. 21,700 603,531
* I2 Technologies, Inc. 12,600 994,612
* J.D.Edwards & Co., Inc. 21,300 509,869
* Novell, Inc. 24,100 483,506
* Sterling Software, Inc. 6,700 146,981
-----------------
2,738,499
-----------------

Computers-Networking: 0.91%
* 3Com Corp. 31,200 904,800
-----------------

Construction-Cement and
Aggregates: 0.27%
Lafarge Corp. 9,100 270,156
-----------------

Consumer-Jewelry, Novelty and
Gifts: 0.37%
* Fossil, Inc. 8,800 243,100
Lancaster Colony Corp. 3,600 125,775
-----------------
368,875
-----------------

Consumer Finance: 2.07%
* Americredit Corp. 5,400 93,825
C.I.T. Group, Inc., Class A 27,700 661,338
MBNA Corp. 19,500 538,688
Newcourt Credit Group, Inc. 10,200 167,662
PMI Group, Inc. 11,600 601,750
-----------------
2,063,263
-----------------

4
<PAGE>

Number Value
of Shares (Note 3)
- ------------------------------------------------------------------------------

Containers-Metal and Glass: 0.94%
Ball Corp. 16,300 $ 657,094
Crown Cork & Seal Co., Inc. 11,900 284,856
-----------------
941,950
-----------------

Distributors-Food and Health: 1.38%
Bindley Western Industries, Inc. 26,800 336,675
* PSS World Medical, Inc. 48,700 377,425
Supervalu, Inc. 31,689 665,469
-----------------
1,379,569
-----------------

Drugs: 0.50%
Jones Pharma, Inc. 2,800 86,800
Smithkline Beecham Plc., ADR 6,500 416,000
-----------------
502,800
-----------------

Electric Utilities: 5.19%
Cinergy Corp. 10,600 299,450
CMS Energy Corp. 7,500 276,562
Constellation Energy Group 2,700 82,856
DTE Energy Co. 2,900 96,244
Endesa S.A., ADR 5,600 111,650
FirstEnergy Corp. 15,800 411,788
GPU, Inc. 12,400 420,825
PG&E Corp. 11,400 261,488
Public Service Enterprise Group, Inc. 44,700 1,768,444
Reliant Energy, Inc. 16,200 441,450
Texas Utilities Co. 3,500 135,625
Unicom Corp. 11,300 432,931
Utilicorp United, Inc. 20,350 440,069
-----------------
5,179,382
-----------------

Electrical Equipment: 1.73%
General Electric Co. 3,700 501,581
Rockwell International Corp. 13,600 658,750
* Sensormatic Electronics Corp. 33,300 503,663
* Vishay InterTechnology Inc. 2,550 62,316
-----------------
1,726,310
-----------------

Electronics-Defense: 0.38%
Raytheon Co., Class B 13,000 378,625
-----------------

Electronics and Instrumentation: 0.55%
Tektronix, Inc. 16,400 553,500
-----------------

Engineering and Construction: 1.14%
Fluor Corp. 9,800 390,775
Foster Wheeler Corp. 50,900 572,625
McDermott International, Inc. 9,400 170,375
-----------------
1,133,775
-----------------

Financial-Diversified: 5.45%
AMBAC Financial Group, Inc. 11,500 687,125
Apartment Investment &
Management Co., Class A 6,900 259,612
Arden Realty, Inc. 36,000 724,500
Avalon Bay Communities, Inc. 8,300 268,194
AXA Financial, Inc. 2,000 64,125
Brandywine Realty Trust 31,100 522,869
CarrAmerica Realty Corp. 15,500 344,875
Crescent Real Estate Equities, Inc. 5,800 96,788
Developers Diversified Realty Corp. 8,300 118,275
Equity Residential Properties Trust 400 16,725
Federal Realty Investment Trust 4,900 89,119
FelCor Lodging Trust, Inc. 20,000 340,000
Macerich Co. 2,400 48,000
Meristar Hospitality Corp. 7,100 114,044
Mutual Risk Management Ltd. 9,500 143,688
Prologis Trust 10,800 208,575
Public Storage, Inc. 33,400 805,775
Reckson Associates Realty Corp. 17,400 321,900
Rouse Co. 7,800 172,575
Taubman Centers, Inc. 300 3,394
Trinet Corp. Realty Trust, Inc. 2,300 53,044
* United Rentals, Inc. 2,100 39,112
-----------------
5,442,314
-----------------

Foods: 1.54%
Earthgrains Co. 9,400 214,437
IBP, Inc. 50,400 1,206,450
* International Home Foods, Inc. 1,500 28,687
Sara Lee Corp. 3,200 86,600
-----------------
1,536,174
-----------------

Footwear: 0.04%
Wolverine World Wide, Inc. 3,700 37,925
-----------------

Gold and Precious Metal Mining: 0.02%
Homestake Mining Co. 2,000 16,750
-----------------

Health Care-Diversified: 0.83%
Johnson & Johnson 4,300 450,425
Mallinckrodt Group, Inc. 11,200 380,100
-----------------
830,525
-----------------

Health Care-Medical Products
and Supplies: 0.05%
* Haemonetics Corp. 300 5,606
* ResMed, Inc. 1,200 41,550
-----------------
47,156
-----------------

Health Care-Special Services: 0.46%
Omnicare, Inc. 49,300 456,025
-----------------

Homebuilding: 0.26%
Centex Corp. 9,800 262,763
-----------------

Hospitals and Managed Care: 1.31%
Aetna, Inc. 6,300 316,575
* Beverly Enterprises, Inc. 29,300 115,369
* Coventry Health Care Inc. 2,400 13,800
* Tenet Healthcare Corp. 7,100 138,006
* Trigon Healthcare, Inc., Class A 3,900 110,662
United Healthcare Corp. 11,800 609,912
-----------------
1,304,324
-----------------

Hotels and Gaming: 1.96%
Carnival Corp. 1,800 80,100
* Extended Stay America, Inc. 62,700 521,194
* Harrahs Entertainment, Inc. 24,200 700,287
* Mandalay Resort Group 20,100 374,363
Royal Caribbean Cruises Ltd. 5,400 286,537
-----------------
1,962,481
-----------------

Household Furnishings: 1.48%
Springs Industries, Inc., Class A 8,100 322,481
Whirlpool Corp. 16,600 1,156,812
-----------------
1,479,293
-----------------

5
<PAGE>

Number Value
of Shares (Note 3)
- ------------------------------------------------------------------------------

Housewares and Household Products: 0.46%
Church & Dwight Co., Inc. 4,000 $ 104,250
Tupperware Corp. 17,900 354,644
-----------------
458,894
-----------------

Insurance-Life and Health: 0.65%
AFLAC, Inc. 7,600 388,550
Conseco, Inc. 9,300 226,106
Torchmark Corp. 1,000 31,188
-----------------
645,844
-----------------

Insurance-Multi-Line: 1.00%
Hartford Financial Services
Group, Inc. 7,000 362,687
Loews Corp. 6,200 439,425
Nationwide Financial Services
Inc., Class A 5,300 200,737
-----------------
1,002,849
-----------------

Insurance-Property and Casualty: 5.11%
Allmerica Financial Corp. 200 11,438
American Financial Group, Inc. 14,200 420,675
Capital RE Corp. 2,300 32,488
Cincinnati Financial Corp. 7,300 261,431
Enhance Financial Services
Group, Inc. 26,500 483,625
Financial Security Assurance
Holdings Ltd. 27,600 1,555,950
Fremont General Corp. 2,800 24,150
HCC Insurance Holdings, Inc. 20,400 229,500
MGIC Investment Corp. 4,200 250,950
Radian Group, Inc. 22,066 1,165,361
St. Paul Companies, Inc. 20,900 668,800
-----------------
5,104,368
-----------------

Investment Banking and Brokerage: 1.53%
A.G. Edwards, Inc. 36,200 1,088,263
Lehman Brothers Holdings Inc. 6,000 442,125
-----------------
1,530,388
-----------------

Iron and Steel: 0.73%
Pohang Iron & Steel Co., Ltd., ADR 11,800 393,825
Worthington Industries, Inc. 20,400 339,150
-----------------
732,975
-----------------

Leisure Time-Products: 0.59%
Brunswick Corp. 26,100 590,512
-----------------

Machinery: 1.39%
Manitowoc Co. 6,300 188,212
* Mueller Industries, Inc. 20,800 664,300
NACCO Industries, Inc., Class A 1,600 74,200
Tecumseh Products Co., Class A 9,600 460,200
-----------------
1,386,912
-----------------

Manufacturing-Diversified: 2.13%
Canadian Pacific Ltd. 34,800 819,975
ITT Industries, Inc. 11,800 403,412
National Service Industries, Inc. 10,000 322,500
Trinity Industries, Inc. 11,900 354,769
U.S. Industries, Inc. 8,200 121,462
United Dominion Industries, Ltd. 5,100 108,056
-----------------
2,130,174
-----------------

Manufacturing-Specialized: 0.77%
AptarGroup, Inc. 4,300 115,562
Briggs & Stratton Corp. 7,600 444,125
Pall Corp. 9,600 210,600
-----------------
770,287
-----------------

Metals and Mining: 0.03%
ASARCO, Inc. 1,000 29,500
-----------------

Natural Gas: 1.82%
Equitable Resources, Inc. 28,300 1,032,950
Keyspan Corp. 4,700 132,187
Questar Corp. 32,800 590,400
UGI Corp. 2,600 62,400
-----------------
1,817,937
-----------------

Office Equipment and Supplies: 0.34%
Herman Miller, Inc. 1,200 26,025
Wallace Computer Services, Inc. 14,000 309,750
-----------------
335,775
-----------------

Oil-Intergrated: 2.51%
Amerada Hess Corp. 19,600 1,124,550
Occidental Petroleum Corp. 28,700 654,719
Shell Transport and Trading
Co., Plc., ADR 5,800 266,075
USX-Marathon Group, Inc. 11,400 332,025
YPF Sociedad Anonima S.A., ADR 3,400 131,963
-----------------
2,509,332
-----------------

Oil and Gas-Drilling and
Equipment: 0.13%
ENSCO International, Inc. 6,500 125,938
-----------------

Oil and Gas-Exploration and
Production: 1.05%
Apache Corp. 17,000 663,000
Kerr-Mcgee Corp. 4,700 252,625
* Pioneer Natural Resources Co. 14,000 131,250
-----------------
1,046,875
-----------------

Paper and Forest Products: 2.71%
Boise Cascade Corp. 13,300 473,812
Champion International Corp. 1,900 109,844
Georgia-Pacific Group 6,000 238,125
International Paper Co. 2,200 115,775
Louisiana-Pacific Corp. 48,500 615,344
Potlatch Corp. 10,700 451,406
Westvaco Corp. 13,700 406,719
Weyerhaeuser Co. 3,200 191,000
Willamette Industries, Inc. 2,500 103,906
-----------------
2,705,931
-----------------

Personal Care: 0.06%
Alberto-Culver Co., Class B 2,400 56,550
-----------------

Photography and Imaging: 1.30%
Ikon Office Solutions, Inc. 31,400 215,875
* Imation Corp. 18,400 564,650
* Lason, Inc. 12,700 471,884
* Zebra Technologies Corp., Class A 800 43,500
-----------------
1,295,909
-----------------

6
<PAGE>

Number Value
of Shares (Note 3)
- ------------------------------------------------------------------------------

Publishing: 1.82%
Dow Jones & Co., Inc. 7,900 $ 485,850
Gannett Co. 1,200 92,550
Knight-Ridder, Inc. 7,400 469,900
Tribune Co. 12,900 774,000
-----------------
1,822,300
-----------------

Railroads: 0.90%
Burlington Northern Santa Fe Corp. 15,600 497,250
Canadian National Railway Co. 12,000 366,000
Union Pacific Corp. 600 33,450
-----------------
896,700
-----------------

Restaurants: 1.18%
Applebees International, Inc. 4,500 129,656
Bob Evans Farms, Inc. 4,300 59,125
* Brinker International, Inc. 31,000 722,688
Darden Restaurants, Inc. 13,300 253,531
Ruby Tuesday, Inc. 800 15,250
-----------------
1,180,250
-----------------

Retail: 2.36%
* BJ's Wholesale Club, Inc. 9,300 286,556
* Dollar Tree Stores, Inc. 9,500 413,844
* Federated Department Stores, Inc. 11,100 473,831
* K mart Corp. 22,700 228,419
Ross Stores, Inc. 9,000 185,625
* Shopko Stores, Inc. 3,500 87,719
Wal-Mart Stores, Inc. 12,000 680,250
-----------------
2,356,244
-----------------

Retail-Apparel: 1.27%
* American Eagle Outfitters, Inc. 10,400 445,250
* Charming Shoppes, Inc. 5,900 29,316
* Mens Wearhouse, Inc. 24,400 535,275
Talbots, Inc. 2,200 103,537
* Venator Group, Inc. 22,200 155,400
-----------------
1,268,778
-----------------

Retail-Building Supplies: 0.07%
Hughes Supply, Inc. 3,100 67,231
-----------------

Retail-Computers and Electronics: 0.66%
* Tech Data Corp. 35,100 660,319
-----------------

Retail-Drug Stores: 0.08%
Longs Drug Stores Corp. 3,000 81,750
-----------------

Retail-Food Chains: 0.18%
Ruddick Corp. 10,300 175,744
-----------------

Retail-Home Shopping: 0.69%
* Micro Warehouse, Inc. 56,700 687,487
-----------------

Retail-Specialty: 2.25%
Caseys General Stores, Inc. 2,700 34,762
PEP Boys (Manny, Moe & Jack) 17,500 218,750
* PetSmart, Inc. 62,900 243,737
Tiffany & Co. 15,100 898,450
* Zale Corp. 20,400 854,250
-----------------
2,249,949
-----------------

Savings and Loan Companies: 0.86%
Astoria Financial Corp. 7,800 280,800
Charter One Financial, Inc. 22,770 559,288
Golden West Financial Corp. 200 22,350
-----------------
862,438
-----------------

Semiconductor Equipment: 1.22%
* Cypress Semiconductor Corp. 28,800 736,200
* Teradyne, Inc. 12,500 481,250
-----------------
1,217,450
-----------------

Service-Commercial and
Consumer: 0.75%
* Navigant Consulting, Inc. 13,100 374,169
Stewart Enterprises Inc., Class A 78,200 371,450
-----------------
745,619
-----------------

Service-Employment: 0.68%
* Interim Services, Inc. 22,100 363,269
* Modis Professional Services, Inc. 28,100 314,369
-----------------
677,638
-----------------

Shipping: 0.48%
Alexander & Baldwin, Inc. 19,800 475,200
-----------------

Specialty Printing: 0.42%
Banta Corp. 14,600 330,325
Moore Corp., Ltd. 10,100 84,587
-----------------
414,912
-----------------

Telephone: 2.66%
Compania Anonima Nacional
Telefonos de Venezuela, ADR 14,000 361,375
PT Telekomunikasi
Indonesia, ADR 5,616 51,597
* Telefonica S.A., ADR 15,400 769,037
Telefonos de Mexico S.A., ADR 16,400 1,402,200
Telephone & Data Systems, Inc. 600 69,150
-----------------
2,653,359
-----------------

Textiles-Apparel and
Specialty: 0.20%
Russell Corp. 12,300 186,806
Warnaco Group, Inc., Class A 1,100 15,675
-----------------
202,481
-----------------

Truckers: 1.17%
USFreightways Corp. 25,400 1,150,937
Werner Enterprises, Inc. 1,300 20,719
-----------------
1,171,656
-----------------

Trucks and Parts: 0.92%
Cummins Engine Company, Inc. 2,300 116,581
PACCAR, Inc. 17,100 805,838
-----------------
922,419
-----------------

Waste Management: 0.40%
* Safety-Kleen Corp. 34,800 398,025
-----------------

Total Common Stocks
(Cost $93,942,429) 93,240,445
-----------------

7
<PAGE>

Principal Value
Amount (Note 3)
- ------------------------------------------------------------------------------

SHORT-TERM OBLIGATIONS: 0.20%

United States Treasury Bills: 0.20%
4.52%, 12/16/99 $ 200,000 $ 198,870
-----------------

Total Short-Term Obligations
(Cost $198,870) 198,870
-----------------
REPURCHASE AGREEMENTS: 7.68%
With Morgan Stanley & Co., Inc.,
(dated 10/29/99), 5.26%, due 11/1/99
(Repurchase proceeds $4,668,045);
collateralized by: $4,742,826
Federal National Mortgage
Association Bonds, 7.00%,
due 12/1/2008
(Market value $4,759,755) 4,666,000 4,666,000
-----------------
With Prudential Securities Inc.,
(dated 10/29/99), 5.23%, due 11/1/99
(Repurchase proceeds $3,001,307);
collateralized by: $3,090,000
Federal Home Loan Bank
Variable Rate Bonds, 5.45%,
due 1/28/2004
(Market value $3,063,426) 3,000,000 3,000,000
-----------------

Total Repurchase Agreements
(Cost $7,666,000) 7,666,000
-----------------

Total Investments
(Cost $101,807,299) 101.26% 101,105,315
Other Assets 102.47 102,320,728
--------- -----------------
Total Assets 203.73 203,426,043
--------- -----------------

Securities Sold Short
(Proceeds $99,394,000) (92.67) (92,529,848)
Other Liabilities (11.06) (11,045,688)
--------- -----------------
Total Liabilities (103.73) (103,575,536)
--------- -----------------
Net Assets 100.00% $ 99,850,507
--------- -----------------

* Non-income producing security.

For Federal income tax purposes, the tax basis of investments owned at October
31, 1999 was $103,533,872 and net unrealized depreciation on investments
consisted of:

Gross unrealized appreciation $ 4,556,605
Gross unrealized depreciation (6,985,162)
-----------------
Net unrealized depreciation $ (2,428,557)
-----------------

Number Value
of Shares (Note 3)
- ------------------------------------------------------------------------------

SECURITIES SOLD SHORT
COMMON STOCKS: 92.67%

Aerospace and Defense: 0.58%
Alliant Techsystems, Inc. 6,200 $ 381,300
Lockheed Martin Corp. 9,100 182,000
Precision Castparts Corp. 400 11,800
-----------------
575,100
-----------------

Air Freight: 1.27%
Air Express International Corp. 10,500 279,563
Airborne Freight Corp. 14,600 313,900
Atlas Air, Inc. 4,700 126,900
C.H. Robinson Worldwide, Inc. 8,000 270,500
FDX Corp. 6,400 275,600
-----------------
1,266,463
-----------------

Airlines: 1.25%
AMR Corp. 13,400 850,900
US Airways Group, Inc. 14,100 394,800
-----------------
1,245,700
-----------------

Automotive Parts and Equipment: 2.22%
Dana Corp. 12,200 360,662
Federal-Mogul Corp. 11,700 293,963
Gentex Corp. 22,200 381,562
Goodyear Tire & Rubber Co. 23,200 958,450
Magna International Inc., Class A 300 13,594
Mascotech, Inc. 14,000 203,875
-----------------
2,212,106
-----------------

Banks-Money Center: 0.00%
First Union Corp. 100 4,269
-----------------

Banks-Regional: 3.67%
Associated Banc Corp. 7,600 292,363
Banco Frances Del Rio S.A., ADR 26,600 581,875
Centura Banks, Inc. 5,900 310,856
Commerce Bancorp, Inc. 4,100 183,731
National Commerce Bancorp 11,900 297,500
Republic New York Corp. 6,100 385,444
Synovus Financial Corp. 300 6,431
TCF Financial Corp. 600 17,700
Union Planters Corp. 12,314 547,973
UST Corp. 17,000 527,000
Wilmington Trust Corp. 4,000 217,000
Zions Bancorporation 5,100 300,581
-----------------
3,668,454
-----------------

Beverages: 0.70%
Adolph Coors Co., Class B 1,300 72,150
Brown-Forman Corp., Class B 6,900 465,750
Coca-Cola Co. 100 5,900
Panamerican Beverages, Inc.,
Class A 9,600 154,200
-----------------
698,000
-----------------

Biotechnology: 0.82%
Immunex Corp. 13,000 819,000
-----------------

Broadcasting: 0.76%
News Corp. Ltd., ADR 9,700 287,362
Westwood One, Inc. 10,150 468,169
-----------------
755,531
-----------------

8
<PAGE>

Number Value
of Shares (Note 3)
--------------------------------------------------------------------------------

Building Materials: 0.28%
USG Corp. 5,700 $ 282,506
-----------------

Chemicals: 0.71%
Cabot Corp. 12,300 229,088
Geon Co. 3,900 102,375
Lyondell Chemical Co. 20,000 242,500
Rhone-Poulenc S.A., ADR 2,400 133,200
-----------------
707,163
-----------------

Chemicals-Specialty: 3.47%
Agrium, Inc. 22,700 191,531
Cytec Industries, Inc. 4,100 105,831
Ecolab, Inc. 7,100 240,069
Hercules, Inc. 7,914 190,431
International Flavors &
Fragrances Inc. 10,100 386,325
MacDermid, Inc. 16,900 572,487
Millennium Chemicals, Inc. 30,700 567,950
Omnova Solutions, Inc. 2,000 14,000
Pittway Corp., Class A 4,200 138,600
Potash Corp., Saskatchewan 23,600 1,042,825
Sigma-Aldrich Corp. 500 14,250
-----------------
3,464,299
-----------------

Communication Equipment: 1.25%
C-Cube Microsystems, Inc. 10,600 471,700
ECI Telecommunications Ltd. 7,200 209,700
L.M. Ericsson Telephone Co.,
Class B, ADR 13,300 568,575
-----------------
1,249,975
-----------------

Computer Hardware: 1.45%
EMC Corp. 6,200 452,600
International Business Machines Corp. 3,800 373,825
NCR Corp. 9,000 298,125
Storage Technology Corp. 20,700 326,025
-----------------
1,450,575
-----------------
Computer Services: 0.50%
Cambridge Technology Partners, Inc. 5,900 65,269
Computer Horizons Corp. 13,200 146,850
Equifax, Inc. 2,900 78,300
National Data Corp. 7,000 168,000
Sykes Enterprises, Inc. 1,300 40,137
-----------------
498,556
-----------------
Computer Software: 2.81%
America Online, Inc. 2,000 259,375
American Management Systems Inc. 2,300 59,513
Avant Corp. 2,000 25,750
Cognos, Inc. 24,300 689,513
Jack Henry & Associates, Inc. 10,000 363,750
Legato Systems, Inc. 8,400 451,500
Macromedia, Inc. 2,500 161,094
Sapient Corp. 4,800 613,800
Unisys Corp. 7,300 177,025
-----------------
2,801,320
-----------------

Computers-Networking: 1.16%
Cisco Systems, Inc. 1,300 96,200
CMGI, Inc. 6,700 733,231
Newbridge Networks Corp. 16,700 329,825
-----------------
1,159,256
-----------------

Construction-Cement and
Aggregates: 1.15%
Southdown, Inc. 4,600 222,237
Vulcan Materials Co. 22,400 925,400
-----------------
1,147,637
-----------------

Consumer-Jewelry, Novelty
and Gifts: 0.39%
Action Performance Companies, Inc. 6,000 122,063
Department 56, Inc., Class A 3,400 64,600
Jostens, Inc. 9,800 207,025
-----------------
393,688
-----------------

Consumer Finance: 0.70%
Countrywide Credit Industries, Inc. 14,300 485,306
Metris Companies, Inc. 4,400 151,525
White Mountains Insurance Group Inc. 500 63,250
-----------------
700,081
-----------------

Containers-Metal and
Glass: 0.73%
Owens-Illinois, Inc. 30,300 725,306
-----------------

Containers and Packages-
Paper: 0.15%
Sonoco Products Co. 6,100 146,400
-----------------

Distributors-Food and
Health: 0.36%
Bergen Brunswig Corp., Class A 27,100 193,088
McKesson HBOC, Inc. 8,400 168,525
-----------------
361,613
-----------------

Drugs: 0.06%
ICN Pharmaceuticals, Inc. 200 4,600
Mylan Laboratories, Inc. 3,300 59,194
-----------------
63,794
-----------------

Electric Utilities: 5.00%
Ameren Corp. 7,100 268,469
American Electric Power Co., Inc. 6,600 227,700
Avista Corp. 24,700 444,600
Carolina Power & Light Co. 700 24,150
DQE, Inc. 10,100 403,369
Enersis S.A., ADR 4,200 94,500
IPALCO Enterprises, Inc. 6,400 130,800
Kansas City Power & Light Co. 10,800 264,600
LG&E Energy Corp. 600 13,200
Montana Power Co. 24,900 708,094
New Century Energies, Inc. 8,200 267,012
New England Electric System 10,300 536,244
OGE Energy Corp. 1,700 38,569
PECO Energy Co. 15,900 607,181
SCANA Corp. 4,900 121,888
TECO Energy, Inc. 16,600 366,238
Western Resources, Inc. 20,400 470,475
Wisconsin Energy Corp. 31 694
-----------------
4,987,783
-----------------

Electrical Equipment: 1.03%
Hubbell Inc., Class B 34,400 952,450
Thomas & Betts Corp. 1,700 76,287
-----------------
1,028,737
-----------------

9
<PAGE>

Number Value
of Shares (Note 3)
- ------------------------------------------------------------------------------

Electronics-Component
Distributor: 0.97%
Ingram Micro, Inc., Class A 17,800 $ 198,025
Koninklijke Phillips Electric,
N.V., ADR 1,200 124,725
Rambus, Inc. 2,600 175,825
Sandisk Corp. 3,300 200,063
W.W. Grainger, Inc. 6,400 271,200
-----------------
969,838
-----------------

Electronics-Defense: 0.70%
General Motors Corp., Class H 9,600 699,000
-----------------

Engineering and Construction: 0.40%
Granite Construction, Inc. 11,100 229,631
Mastec, Inc. 5,300 173,575
-----------------
403,206
-----------------

Entertainment: 0.65%
Seagram Co., Ltd. 13,200 651,750
-----------------

Financial-Diversified: 5.01%
BRE Properties, Inc., Class A 7,900 179,231
Budget Group, Inc., Class A 16,900 118,300
Cousins Properties, Inc. 11,800 373,913
Federal National Mortgage
Association 4,200 297,150
Hertz Corp., Class A 500 21,688
Host Marriott Corp. 29,000 261,000
Indymac Mortgage Holdings, Inc. 54,300 756,806
JDN Realty Corp. 2,500 47,656
Manufactured Home
Communities, Inc. 4,800 111,900
Meditrust Companies, Inc. 65,400 527,287
New Plan Excel Realty Trust, Inc. 5,300 91,756
Simon Property Group, Inc. 5,400 124,537
SLM Holding Corp. 19,000 929,812
Smith (Charles E.) Residential
Realty, Inc. 700 23,800
Starwood Hotels &
Resorts Worldwide, Inc. 15,800 362,412
Sun Communities, Inc. 2,300 73,312
U S Trust Corp. 8,300 673,337
Vornado Realty Trust 1,000 31,687
-----------------
5,005,584
-----------------

Foods: 1.89%
Chiquita Brands International, Inc. 11,200 53,200
Dole Food Co., Inc. 4,000 71,750
Flowers Industries, Inc. 5,900 99,562
Hershey Foods Corp. 13,000 656,500
Nabisco Holdings Corp., Class A 10,800 403,650
Quaker Oats Co. 4,500 315,000
Rexall Sundown, Inc. 27,400 289,412
-----------------
1,889,074
-----------------

Footwear: 0.01%
Nike, Inc., Class B 214 12,078
-----------------

Gold and Precious Metal Mining: 0.02%
Barrick Gold Corp. 1,000 18,313
Placer Dome, Inc. 300 3,637
-----------------
21,950
-----------------

Hardware and Tools: 0.01%
Stanley Works 400 11,100
-----------------

Health Care-Diversified: 0.58%
American Home Products Corp. 6,628 346,313
Medicis Pharmaceutical Corp.,
Class A 7,600 231,800
-----------------
578,113
-----------------

Health Care-Medical Products
and Supplies: 1.26%
Bausch & Lomb, Inc. 6,200 334,800
Beckman Coulter, Inc. 2,800 128,800
Medtronic, Inc. 13,300 460,513
Varian Medical Sytems, Inc. 15,800 332,788
-----------------
1,256,901
-----------------

Health Care-Special Services: 0.30%
Lincare Holdings, Inc. 2,700 75,937
Orthodontic Centers of
America, Inc. 16,300 224,125
-----------------
300,062
-----------------
Homebuilding: 0.44%
Champion Enterprises, Inc. 11,500 104,938
Fleetwood Enterprises, Inc. 14,300 311,919
Oakwood Homes Corp. 8,400 24,675
-----------------
441,532
-----------------

Hospitals and Managed Care: 0.79%
Wellpoint Health Networks, Inc.,
Class A 13,600 788,800
-----------------

Hotels and Gaming: 1.59%
Anchor Gaming 6,600 402,600
Four Season Hotels, Inc. 10,900 454,394
GTech Holdings Corp. 500 10,063
Hilton Hotels Corp. 42,700 394,975
Marriott International, Inc., Class A 4,200 141,488
Vail Resorts, Inc. 8,100 180,225
-----------------
1,583,745
-----------------

Household Furnishings: 0.75%
Ethan Allen Interiors, Inc. 7,900 280,944
Maytag Corp. 11,700 468,731
-----------------
749,675
-----------------

Housewares and Household
Products: 0.90%
Dial Corp. 1,900 44,412
Estee Lauder Companies, Inc.,
Class A 2,600 121,225
Fort James Corp. 10,700 281,544
Newell Rubbermaid, Inc. 13,131 454,661
-----------------
901,842
-----------------
Insurance-Life and Health: 0.81%
Lincoln National Corp. 11,700 539,662
Protective Life Corp. 7,300 264,169
-----------------
803,831
-----------------

Insurance-Multi-Line: 0.29%
CNA Financial Corp. 7,700 286,825
-----------------

10
<PAGE>

Number Value
of Shares (Note 3)
- ------------------------------------------------------------------------------

Insurance-Property and Casualty: 6.47%
First American Financial Corp. 21,300 $ 315,506
Horace Mann Educators Corp. 16,900 476,369
HSB Group, Inc. 13,800 527,850
IPC Holdings Ltd. 42,200 717,400
LandAmerica Financial Group 17,200 319,275
Mercury General Corp. 16,000 451,000
Ohio Casualty Corp. 48,200 804,338
Safeco Corp. 38,800 1,067,000
Selective Insurance Group, Inc. 16,300 304,606
Twentieth Century Industries 6,200 123,612
Unitrin, Inc. 11,200 419,300
W.R. Berkley Corp. 40,600 931,263
-----------------
6,457,519
-----------------

Insurance Brokers: 0.60%
Arthur J. Gallagher & Co. 5,900 305,325
E.W. Blanch Holdings, Inc. 4,600 297,850
-----------------
603,175
-----------------

Investment Companies: 0.26%
Allied Capital Corp. 12,900 258,806
-----------------

Iron and Steel: 1.50%
AK Steel Holding Corp. 23,700 410,306
Allegheny Teledyne, Inc. 11,400 173,138
Carpenter Technology Corp. 17,600 429,000
Corus Group Plc., ADR 15,300 295,481
LTV Corp. 33,300 120,713
Steel Dynamics, Inc. 4,700 64,331
-----------------
1,492,969
-----------------

Leisure Time-Products: 0.11%
Polaris Industries, Inc. 3,200 111,800
-----------------

Machinery: 3.11%
AGCO Corp. 2,300 24,725
Caterpillar, Inc. 7,800 430,950
Coflexip S.A., ADR 9,200 364,550
Deere & Co. 29,100 1,054,875
Kaydon Corp. 40,000 992,500
Lincoln Electric Holdings, Inc. 10,600 237,175
-----------------
3,104,775
-----------------

Manufacturing-Diversified: 2.34%
Ametek, Inc. 15,700 310,075
Carlisle Companies, Inc. 7,700 256,025
Crane Co. 2,200 44,963
Eaton Corp. 3,800 285,950
Hillenbrand Industries, Inc. 23,000 761,875
IDEX Corp. 14,300 352,138
Minnesota Mining &
Manufacturing Co. 100 9,506
Parker-Hannifin Corp. 5,500 251,969
Walter Industries, Inc. 5,500 64,625
-----------------
2,337,126
-----------------

Manufacturing-Specialized: 1.20%
Avery Dennison Corp. 4,900 306,250
Federal Signal Corp. 13,300 250,206
Roper Industries, Inc. 1,100 33,962
SPS Technologies, Inc. 1,700 52,700
Teleflex, Inc. 16,200 551,812
-----------------
1,194,930
-----------------

Metals and Mining: 0.25%
Phelps Dodge Corp. 4,500 253,687
-----------------

Natural Gas: 3.59%
Consolidated Natural Gas Co. 4,400 281,600
Eastern Enterprises 5,300 270,963
Enron Corp. 3,300 131,794
MCN Energy Group, Inc. 6,800 166,175
MDU Resources Group, Inc. 6,700 156,612
National Fuel Gas Co. 8,900 434,987
NICOR, Inc. 7,500 290,625
ONEOK, Inc. 25,500 744,281
Washington Gas Light Co. 16,000 435,000
Williams Companies, Inc. 17,800 667,500
-----------------
3,579,537
-----------------

Office Equipment and Supplies: 0.85%
HON Industries, Inc. 23,500 461,188
Pitney Bowes, Inc. 8,600 391,838
-----------------
853,026
-----------------

Oil and Gas-Drilling and Equipment: 1.48%
Global Industries Ltd. 29,100 232,800
Halliburton Co. 100 3,769
Helmerich & Payne, Inc. 18,100 431,006
Nabors Industries, Inc. 800 18,150
Petroleum Geo Services S.A., ADR 41,600 608,400
Stolt Comex Seaway S.A., ADR 17,400 185,963
-----------------
1,480,088
-----------------

Oil and Gas-Exploration and Production: 0.35%
Burlington Resources, Inc. 3,100 108,112
Unocal Corp. 7,042 242,949
-----------------
351,061
-----------------

Oil and Gas-Refining and Marketing: 1.63%
Ashland, Inc. 16,400 541,200
Sunoco, Inc. 36,900 890,212
Tosco Corp. 400 10,125
Valero Energy Corp. 10,300 189,262
-----------------
1,630,799
-----------------

Paper and Forest Products: 2.10%
Abitibi Consolidated, Inc. 17,400 209,888
Bowater, Inc. 18,800 987,000
Caraustar Industries, Inc. 9,600 231,600
Consolidated Papers, Inc. 8,800 275,550
Mead Corp. 8,000 288,000
Rayonier, Inc. 600 24,600
Wausau-Mosinee Paper Corp. 6,600 83,325
-----------------
2,099,963
-----------------

Power Producers-Independent: 0.49%
MidAmerican Energy Holdings Co. 14,500 487,563
-----------------

Publishing: 1.79%
Harcourt General, Inc. 10,400 400,400
Hollinger International, Inc.,
Class A 54,600 566,475
Houghton Mifflin Co. 9,800 415,275
Readers Digest Association, Inc.,
Class A 7,500 241,875
Washington Post Co., Class B 300 159,619
-----------------
1,783,644
-----------------

11
<PAGE>

Number Value
of Shares (Note 3)
- ------------------------------------------------------------------------------

Railroads: 1.62%
CSX Corp. 14,600 $ 598,600
Norfolk Southern Corp. 25,400 620,712
Wisconsin Central
Transportation Corp. 28,400 394,050
-----------------
1,613,362
-----------------

Restaurants: 0.67%
CBRL Group, Inc. 19,500 260,813
McDonald's Corp. 10,000 412,500
-----------------
673,313
-----------------

Retail: 2.93%
Ames Department Stores, Inc. 7,600 240,825
Consolidated Stores Corp. 44,000 805,750
Dillard's, Inc., Class A 32,800 619,100
J.C. Penney Company, Inc. 1,700 43,138
May Department Stores Co. 7,400 256,687
Neiman Marcus Group, Inc. 3,133 67,164
Nordstrom, Inc. 26,200 653,362
Sears Roebuck & Co. 8,600 242,413
-----------------
2,928,439
-----------------

Retail-Apparel: 0.74%
Intimate Brands Inc., Class A 7,665 314,265
Limited, Inc. 10,300 423,587
-----------------
737,852
-----------------

Retail-Building Supplies: 0.66%
Fastenal Co. 18,100 656,125
-----------------

Retail-Drug Stores: 0.30%
Rite Aid Corp. 34,000 297,500
-----------------

Retail-Food Chains: 0.39%
Albertsons, Inc. 4,092 148,591
Delhaize America, Inc., Class B 99 2,042
Hannaford Brothers Co. 3,400 238,213
-----------------
388,846
-----------------

Retail-Specialty: 1.15%
Claires Stores, Inc. 8,200 144,525
Payless Shoesource, Inc. 900 41,231
Rent-a-Center, Inc. 5,400 98,887
Staples, Inc. 21,200 470,375
Toys R Us, Inc. 28,000 395,500
-----------------
1,150,518
-----------------

Savings and Loan Companies: 0.15%
Peoples Bank 3,000 75,937
Washington Mutual, Inc. 2,000 71,875
-----------------
147,812
-----------------

Semiconductor Equipment: 0.83%
Intel Corp. 5,400 418,163
Texas Instruments, Inc. 4,621 414,735
-----------------
832,898
-----------------

Service-Advertising and Marketing: 0.08%
Harte-Hanks, Inc. 3,500 69,344
True North Communications, Inc. 200 8,062
-----------------
77,406
-----------------
Service-Commercial and Consumer: 1.15%
Cendant Corp. 4,400 72,600
Cerner Corp. 18,100 270,369
G & K Services, Inc., Class A 5,700 214,106
Laidlaw, Inc. 64,300 393,837
Pittston Brinks Group 10,100 193,794
-----------------
1,144,706
-----------------

Service-Employment: 0.32%
Manpower, Inc. 9,214 323,642
-----------------

Specialty Printing: 0.68%
Deluxe Corp. 24,100 680,825
-----------------

Telephone: 1.48%
Cable & Wireless HKT, ADR 7,600 173,375
Cincinnati Bell, Inc. 6,900 143,606
Compania de Telecom Chile, S.A., ADR 43,800 730,913
Deutsche Telekom AG, ADR 1,000 46,000
Telecom Argentina S.A., ADR 10,600 291,500
Teleglobe, Inc. 3,800 90,012
-----------------
1,475,406
-----------------
Textiles-Apparel and Specialty: 0.36%
Burlington Industries, Inc. 4,200 15,487
Nautica Enterprises, Inc. 3,900 58,744
Polo Ralph Lauren Corp., Class A 4,100 75,850
VF Corp. 7,000 210,437
-----------------
360,518
-----------------
Tobacco: 0.27%
Philip Morris Companies, Inc. 10,500 264,469
-----------------

Truckers: 0.27%
Ryder System, Inc. 12,700 271,462
-----------------

Trucks and Parts: 0.05%
New Holland NV 3,200 48,600
-----------------

Waste Management: 0.61%
Allied Waste Industries, Inc. 23,700 248,850
Superior Services, Inc. 9,400 252,038
Waste Management, Inc. 5,800 106,575
-----------------
607,463
-----------------
Total Securities Sold Short
(Proceeds $99,394,000) 92,529,848
-----------------

For Federal income tax purposes, the tax basis of proceeds for securities sold
short on October 31, 1999 was $97,640,102 and net unrealized appreciation on
securities sold short consisted of:

Gross unrealized appreciation $ 9,156,621
Gross unrealized depreciation (4,046,367)
-----------------
Net unrealized appreciation $ 5,110,254
-----------------

See notes to financial statements.

12
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999

<TABLE>
<S> <C>
ASSETS
Investments, at value (identified cost $101,807,299) .................................. $ 101,105,315
Cash .................................................................................. 97,566
Deposits with broker for securities sold short ........................................ 99,394,000
Receivables:
Investments sold ...................................................................... 2,339,611
Capital shares sold ................................................................... 63,278
Dividends and interest ................................................................ 407,336
Prepaid expenses ...................................................................... 18,937
-------------
Total Assets .......................................................................... 203,426,043
-------------

LIABILITIES
Securities sold short, at value (proceeds $99,394,000) ................................ 92,529,848
Payables:
Investments purchased ................................................................. 9,634,334
Capital shares redeemed ............................................................... 963,200
Advisory fee .......................................................................... 137,872
Distribution fees ..................................................................... 57,056
Dividends on short sales .............................................................. 144,659
Accrued expenses and other payables ................................................... 108,567
-------------
Total liabilities ..................................................................... 103,575,536
-------------

Net Assets ............................................................................ $ 99,850,507
=============

Net assets consist of
Capital paid-in ....................................................................... $ 112,806,302
Undistributed net investment income ................................................... 1,486,836
Accumulated net realized loss on investments and futures .............................. (6,164,938)
Accumulated net realized loss on securities sold short ................................ (14,439,861)
Net unrealized depreciation on investments ............................................ (701,984)
Net unrealized appreciation on securities sold short .................................. 6,864,152
-------------

Net Assets ............................................................................ $ 99,850,507
=============

Class A Shares
Net asset value ("NAV") and redemption price per share ($20,648,327/1,933,601 shares) . $10.68
=============
Maximum public offering price per share-NAV/(1-maximum sales charge) ($10.68/.945) .... $11.30
=============

Class B Shares
Net asset value and offering price per share ($34,289,359/3,227,780 shares) ........... $10.62
=============
Redemption price per share ............................................................ *
=============

Class C Shares
Net asset value and offering price per share ($25,364,125/2,396,014 shares) ........... $10.59
=============
Redemption price per share ............................................................ *
=============

Class I Shares
Net asset value, offering and redemption price per share ($19,548,696/1,839,898 shares) $10.62
=============
</TABLE>

* Varies by length of time shares are held. (Note 4b)

See notes to financial statements.

13
<PAGE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1999

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Dividends* ....................................................................... $ 1,983,172
Interest ......................................................................... 5,690,031
------------
Total income ..................................................................... 7,673,203
------------
Expenses (Note 3)
Advisory fees (Note 4) ........................................................... 1,990,121
Distribution fees, Class A (Note 4) .............................................. 90,653
Distribution fees, Class B (Note 4) .............................................. 420,905
Distribution fees, Class C (Note 4) .............................................. 417,221
Custodian fees ................................................................... 214,794
Transfer agent fees .............................................................. 139,611
Portfolio accounting fees ........................................................ 97,587
Registration fees ................................................................ 84,663
Professional fees ................................................................ 65,696
Reports to shareholders .......................................................... 52,946
Trustees' fees ................................................................... 21,950
Insurance ........................................................................ 18,762
Amortization of organization expenses (Note 3) ................................... 4,128
Miscellaneous .................................................................... 8,720
------------
Expenses before dividends on short sales ......................................... 3,627,757
Dividends on short sales ......................................................... 2,031,746
------------
Total expenses ................................................................... 5,659,503
------------
Net investment income ............................................................ 2,013,700
------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on
Investments ...................................................................... 14,947,631
Securities sold short ............................................................ (24,576,581)
Futures .......................................................................... 1,040,891
------------
Net realized loss ................................................................ (8,588,059)
------------
Increase (decrease) in unrealized appreciation on
Investments ...................................................................... (4,471,150)
Securities sold short ............................................................ 8,579,804
------------
Net change in unrealized appreciation ............................................ 4,108,654
------------
Net realized and unrealized loss on investments, securities sold short and futures (4,479,405)
------------
Net decrease in net assets resulting from operations ............................. $ (2,465,705)
============
</TABLE>

* Net of taxes withheld on foreign dividends of $12,918.

See notes to financial statements.

14
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED OCTOBER 31, 1999 AND FOR THE PERIOD MAY 1, 1998
(COMMENCEMENT OF OPERATIONS)
TO OCTOBER 31, 1998

<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS

Operations
Net investment income ............................................................. $ 2,013,700 $ 1,169,245
Net realized loss on investments, securities sold short and futures ............... (8,588,059) (12,057,271)
Net unrealized appreciation (depreciation) on investments and securities sold short 4,108,654 2,053,514
------------- -------------
Net decrease in net assets resulting from operations .............................. (2,465,705) (8,834,512)
------------- -------------

Dividends to shareholders from net investment income
Class A ........................................................................... (493,481) --
Class B ........................................................................... (368,614) --
Class C ........................................................................... (464,216) --
Class I ........................................................................... (329,267) --
------------- -------------
Total dividends to shareholders ................................................... (1,655,578) --
------------- -------------

Capital share transactions (Note 6)
Net proceeds from sale of shares
Class A ........................................................................... 13,984,222 49,826,479
Class B ........................................................................... 7,877,039 51,623,271
Class C ........................................................................... 5,033,700 64,615,080
Class I ........................................................................... 5,589,480 24,024,074
------------- -------------
32,484,441 190,088,904
------------- -------------

Net asset value of shares issued to shareholders in
reinvestment of dividends
Class A ........................................................................... 425,449 --
Class B ........................................................................... 255,754 --
Class C ........................................................................... 365,808 --
Class I ........................................................................... 326,358 --
------------- -------------
1,373,369 --
------------- -------------

Cost of shares redeemed
Class A ........................................................................... (32,084,881) (8,317,141)
Class B ........................................................................... (20,460,298) (1,267,242)
Class C ........................................................................... (35,257,389) (4,613,114)
Class I ........................................................................... (6,928,065) (2,212,282)
------------- -------------
(94,730,633) (16,409,779)
------------- -------------
Increase (decrease) in net assets derived from capital share transactions ......... (60,872,823) 173,679,125
------------- -------------
Net increase (decrease) in net assets ............................................. (64,994,106) 164,844,613

NET ASSETS
Beginning of year ................................................................. 164,844,613 --
------------- -------------
End of year ....................................................................... $ 99,850,507 $ 164,844,613
============= =============
Undistributed net investment income ............................................... $ 1,527,367 $ 1,169,245
============= =============
</TABLE>

See notes to financial statements.

15
<PAGE>

NOTES TO FINANCIAL STATEMENTS
October 31, 1999

NOTE 1--ACQUISITION

On March 1, 1999, Phoenix Investment Partners, Ltd. ("Phoenix") completed the
acquisition of Zweig/Glaser Advisers, parent of Euclid Advisors LLC, the Fund's
investment manager (the "Manager"), and of Zweig Securities Corp., the Fund's
distributor (the Distributor"). As a result, Euclid Mutual Funds changed its
name to Phoenix-Euclid Funds and Euclid Market Neutral Fund changed its name to
Phoenix-Euclid Market Neutral Fund. In addition, Zweig/Glaser Advisers LLC has
succeeded Zweig/Glaser Advisers as parent of the Manager, Phoenix Equity
Planning Corporation ("PEPCO") has succeeded Zweig Securities Corp. as the
Distributor and PEPCO has succeeded State Street Bank & Trust Co. as the
Transfer Agent.

NOTE 2--ORGANIZATION

Phoenix-Euclid Funds (the "Trust"), organized as a Delaware business trust on
February 3, 1998, is registered under the Investment Company Act of 1940 (the
"Act") as a diversified, open-end management investment company. The Trust
presently consists of one investment portfolio ("Series"): Phoenix-Euclid Market
Neutral Fund (the "Fund"), which offers Class A, Class B, Class C and Class I
Shares. On April 22, 1998, the Trust sold $100,000 of shares of beneficial
interest of the Fund to Euclid Advisors LLC, the Fund's investment manager (the
"Manager"). The Fund commenced operations on May 1, 1998.

NOTE 3--SIGNIFICANT ACCOUNTING POLICIES

(a) General: Investment transactions and securities sold short are recorded on
trade date. Realized gains and losses on sales of investments and securities
sold short are determined on the identified cost basis for both financial
reporting and income tax purposes. Distributions to shareholders and dividend
income are recorded on the ex-dividend date. Interest income is recorded on the
accrual basis. Direct expenses are charged to each class and general expenses
are allocated in proportion to net assets. Organization expenses are amortized
on a straight-line basis over the first 60 months of operations of the Fund. In
the event that any of the initial shares of the Fund are redeemed during this
period, the Fund will be reimbursed by the Manager for any unamortized
organization expenses in the same proportion as the number of shares redeemed
bears to the number of initial shares outstanding at the time of redemption. On
February 22, 1999, the Manager redeemed all of the initial shares in the Fund
and reimbursed the Fund $55,323 representing the balance of the unamortized
organization expenses. The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.

(b) Portfolio Valuation: Stocks and futures are valued at the closing prices
reported on recognized securities exchanges or if no sale was reported, and for
unlisted securities, at the mean between the last-reported bid and asked prices.
Securities for which market quotations are not readily available (of which there
were none at October 31, 1999) are valued at fair value as determined by the
Board of Trustees. Short-term obligations having a remaining maturity of 60 days
or less are valued at amortized cost (which approximates market value).

(c) Futures Contracts and Option Accounting Principles: Initial margin deposits
on futures contracts are recorded as assets. The value of such contracts are
"marked to market" daily and changes are recognized as unrealized gains or
losses. Variation margin payments are recognized as assets or liabilities,
depending upon whether unrealized gains or losses are incurred. When a futures
contract is closed, the Fund realizes a gain or loss equal to the difference
between the proceeds from (or cost of) the closing transaction and its basis in
the contract. When the Fund writes an option, an amount equal to the premium
received is recorded as an asset and a corresponding liability. The liability is
subsequently "marked to market" daily. When a call option written is exercised,
the proceeds of sale of the underlying security are increased by the premium
originally received and the Fund realizes a gain or loss. When an option written
expires or the Fund enters into a closing purchase transaction, the liability is
extinguished and the Fund realizes a gain or loss.

(d) Short Sales: A short sale is a transaction in which the Fund sells a
security it does not own in anticipation of a decline in market price. To sell a
security short, the Fund must borrow the security. The Fund's obligation to
replace the security borrowed and sold short will be fully collateralized at all
times by the proceeds from the short sale retained by the broker and by cash and
securities deposited in a segregated account with the Fund's custodian. If the
price of the security sold short increases between the time of the short sale
and the time the Fund replaces the borrowed security, the Fund will realize a
loss, and if the price declines during the period, the Fund will realize a gain.
Any realized gain will be decreased, and any realized loss increased, by the
amount of transaction costs. Dividends paid by the Fund in connection with such
short sales are recorded as expenses. At October 31, 1999, the value of
securities sold short amounted to $92,529,848 against which collateral of
$200,300,445 was held. The collateral includes the deposits with broker for
securities sold short, the repurchase agreements, and the common stocks held
long, as shown in the Schedule of Investments and Securities Sold Short.

(e) Off-Balance-Sheet Risk, Repurchase Agreements and Derivatives: With respect
to repurchase agreements, losses may arise if the counterparty does not perform
under the contract or agreement. The Fund's investment manager monitors the
requirement that the market value of the securities used to collateralize a
repurchase agreement exceed the dollar amount of the counterparty's obligation
to

16
<PAGE>

repurchase. The Fund's use of futures contracts and options involves, to varying
degrees, elements of market risk in excess of the amount recognized in the
investment portfolio. These derivative financial instruments ("derivatives") are
used to adjust the risk and return characteristics of the Fund's portfolio.
Derivatives are not used for the purpose of leverage. The objective in buying or
selling a derivative instrument is to increase or decrease the Fund's exposure
to changing security prices or interest rates. If the Manager misjudges market
conditions or employs a strategy that does not correlate well with the Fund's
other investments; use of these derivatives could result in a loss, regardless
of the Manager's original intent to reduce risk.

(f) Federal Income Taxes: It is the intention of the Fund to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its net taxable income, including any net
realized gain on investments, to its shareholders; therefore, no provision for
federal income tax is required. At October 31, 1999 (the Fund's tax fiscal
year-end), the Fund had capital loss carryforwards of $9,389,382 and $7,745,316,
expiring October 31, 2006 and 2007, respectively, and is available to offset any
net capital gains subsequently realized, subject to certain limitations. During
the year ended October 31, 1999, ther Fund reclassified $40,531 from
undistributed net investment income to realized gains on investments.

(g) Dividends and Distributions to Shareholders: Dividends and distributions are
declared separately for each class of shares of the Fund. The character of
distributions made during the year from net investment income or net realized
gains might differ from their ultimate characterization for federal income tax
purposes due to differences in the recognition of income and expense items for
financial statement and federal income tax purposes.

NOTE 4--INVESTMENT ADVISORY FEES AND OTHER
TRANSACTIONS WITH AFFILIATES

(a) Investment Manager: The Fund's investments are managed by Euclid Advisors
LLC (the "Manager"), a wholly owned subsidiary of Zweig/Glaser Advisers LLC. The
Manager's investment advisory fee is based on the average daily net assets of
the Fund at the annual rate of 1.50%. The fees are accrued daily and paid
monthly. Investment advisory fees for the year ended October 31, 1999 aggregated
$1,990,121.

(b) Principal Distributor: PEPCO (the "Distributor") serves as principal
distributor of shares of the Fund. The Fund's Class A Shares are sold with an
initial sales charge, Class B Shares and Class C Shares are sold without an
initial sales charge, but bear higher expenses and are subject to a contingent
deferred sales charge, and Class I Shares are sold without a sales charge.
During the year ended October 31, 1999, the Distributor's share of the initial
and contingent deferred sales charges was $1,308 and $713,293, respectively.

Pursuant to a Rule 12b-1 plan of distribution, the Fund pays the Distributor a
combined service and distribution fee equal to an annual rate of 0.30% of
average daily net assets of Class A Shares, 1.00% for Class B Shares, and 1.00%
for Class C Shares. Class I Shares, which are available for purchase by
tax-exempt retirement plans of the Distributor and its affiliates and certain
institutional investors, do not have a Rule 12b-1 Plan.

During the year ended October 31, 1999, the Fund paid PXP Securities Corp.
(formerly Zweig Securities Corp.) brokerage commissions of $13,093 in connection
with portfolio transactions effected by it.

One of the Trustees and all of the officers of the Trust are also officers of
the Manager and/or the Distributor. .

NOTE 5--PURCHASES AND SALES OF INVESTMENTS

During the year ended October 31, 1999, purchase and sale transactions,
excluding repurchase agreements, short-term obligations held to maturity and
futures contracts, were:

Purchases $476,117,861
Sales $520,574,503
Short sales $454,406,223
Purchases to cover short sales $506,807,608

NOTE 6--CAPITAL SHARES

The Trust has unlimited authorized shares of beneficial interest, divided into
Series and issued in classes (see Note 2). Capital share transactions for the
year ended October 31, 1999 and for the period May 1, 1998 (commencement of
operations) to October 31, 1998 are set forth below.

<TABLE>
<CAPTION>
Class A Class B Class C Class I
----------------------- ------------------------ ------------------------ -----------------------
1999 1998 1999 1998 1999 1998 1999 1998
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sold 1,304,055 4,380,167 740,976 4,536,939 473,559 5,680,328 531,705 2,125,730
Issued in reinvestment
of dividends 38,748 -- 23,293 -- 33,377 -- 29,941 --
Redeemed (3,038,214) (751,155) (1,959,172) (114,256) (3,379,228) (412,022) (643,924) (203,554)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) (1,695,411) 3,629,012 (1,194,903) 4,422,683 (2,872,292) 5,268,306 (82,278) 1,922,176
========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>

NOTE 7 - BORROWINGS

The Trust is a participant in a Liquidity Line of Credit with The Bank of New
York for $100,000,000. The Trust has not had to use the Line of Credit since it
became a participant on December 16, 1998. If a Series uses the Line of Credit,
it will be collateralized by that Series' portfolio.

17
<PAGE>

FINANCIAL HIGHLIGHTS

Selected data for each share of capital stock outstanding throughout the year
ended October 31, 1999 and the period May 1, 1998 (commencement of operations)
to October 31, 1998

<TABLE>
<CAPTION>
Class A Class B Class C Class I
----------------- ----------------- ----------------- -----------------
1999 1998 1999 1998 1999 1998 1999 1998
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year . $10.84 $11.34 $10.81 $11.34 $10.80 $11.34 $10.85 $11.34
------ ------ ------ ------ ------ ------ ------ ------
Net investment income .............. 0.26 0.09 0.15 0.06 0.19 0.06 0.28 0.14
Net realized and unrealized gains
(losses) ......................... (0.29) (0.59) (0.26) (0.59) (0.31) (0.60) (0.28) (0.63)
------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations ... (0.03) (0.50) (0.11) (0.53) (0.12) (0.54) -- (0.49)
Dividends from net investment income (0.13) -- (0.08) -- (0.09) -- (0.23) --
------ ------ ------ ------ ------ ------ ------ ------
Decrease in net asset value ........ (0.16) (0.50) (0.19) (0.53) (0.21) (0.54) (0.23) (0.49)
------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of year ....... $10.68 $10.84 $10.62 $10.81 $10.59 $10.80 $10.62 $10.85
====== ====== ====== ====== ====== ====== ====== ======
Total return *** ................... (0.40)% (4.41)%** (1.02)% (4.67)%** (1.12)% (4.76)%** (0.01)% (4.32)%**

Ratios to average net assets
Expenses (excluding dividends
on short sales)
after expense reimbursement ........ 2.34% 2.30%* 3.04% 3.00%* 3.04% 3.00%* 2.04% 2.00%*
Expenses (including dividends
on short sales)
after expense reimbursement ........ 3.88% 3.65%* 4.58% 4.35%* 4.58% 4.35%* 3.58% 3.35%*
Expenses (including dividends
on short sales)
before expense reimbursement ....... 3.88% 3.69%* 4.58% 4.39%* 4.58% 4.39%* 3.58% 3.39%*
Net investment income before
expense reimbursement .............. 1.94% 2.29%* 1.24% 1.59%* 1.24% 1.59%* 2.24% 2.59%*
Net investment income after
expense reimbursement .............. 1.94% 2.33%* 1.24% 1.63%* 1.24% 1.63%* 2.24% 2.63%*
Portfolio turnover rate ............ 453% 216% 453% 216% 453% 216% 453% 216%
Net assets, end of year
(in thousands) ................... $20,648 $39,331 $34,290 $47,794 $25,364 $56,874 $19,549 $20,846
</TABLE>

During 1998, the Manager voluntarily reimbursed each Class $.003 per share
(0.04% ratio of expenses to average net assets).

* Annualized

** Not annualized

*** Total return does not consider the effect of any initial or contingent
deferred sales charge.

18
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and
Board of Trustees of Phoenix-Euclid Market Neutral Fund

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments and securities sold short, 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
Phoenix-Euclid Market Neutral Fund (formerly Euclid Market Neutral Fund)
(the"Fund") at October 31, 1999, the results of its operations for the year then
ended, and the changes in its net assets and the financial highlights for each
of the periods presented, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at October 31, 1999 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed

PricewaterhouseCoopers LLP

New York, New York
November 24, 1999

19
<PAGE>

PHOENIX-EUCLID FUNDS

PART C--OTHER INFORMATION

ITEM 23. EXHIBITS
a. Agreement and Declaration of Trust, filed as Exhibit 1 with Registrant's
registration statement on Form N-1A on February 5, 1998, and incorporated
herein by reference.

b. Bylaws of the Trust, filed as Exhibit 2 with Registrant's registration
statement on Form N-1A on February 5, 1998, and incorporated herein by
reference.

c. None.

d. Management Agreement between the Trust and Euclid Advisors, LLC, filed as
Exhibit 5 with Registrant's Pre-Effective Amendment No. 2 on or about
April 28, 1998, and incorporated herein by reference.

e. Distribution Agreement between the Trust and Phoenix Equity Planning
Corporation.

f. None.

g. Custodian Agreement between the Trust and The Bank of New York, filed as
Exhibit 8 with Registrant's Pre-Effective Amendment No. 2 on or about
April 28, 1998, and incorporated herein by reference.

h.1. Transfer Agency and Service Agreement between the Trust and Phoenix
Equity Planning Corporation.

h.2. Form of Financial Agent Agreement between the Trust and Phoenix Equity
Planning Corporation, filed with Post-Effective Amendment No. 3 on
February 28, 2000, and incorporated herein by reference.

i. Opinion of Counsel.

j.* Consent of independent accountants.

k. None.

l. Subscription Agreement for Shares of the Fund, filed as Exhibit 13 with
Registrant's Pre-Effective Amendment No. 2 on or about April 28, 1998,
and incorporated herein by reference.

m.1 Amended and Restated Rule 12b-1 Distribution Plan for Class A and C
Shares, filed with Registrant's Post-Effective Amendment No. 2 on or
about December 29, 1999, and incorporated herein by reference.

m.2 Amended and Restated Rule 12b-1 Distribution Plan for Class B Shares,
filed with Registrant's Post-Effective Amendment No. 2 on or about
December 29, 1999, and incorporated herein by reference.

n. Financial Data Schedule.

o. Rule 18f-3 Plan, filed as Exhibit 18 with Registrant's Pre-Effective
Amendment No. 2 on or about April 28, 1998, and incorporated herein by
reference.

p.* Code of Ethics of the Trust, Adviser and Distributor.

q. Powers of Attorney, filed with Post-Effective Amendment No. 4 on August
25, 2000.

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

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
No person is controlled by, or under common control, with the Fund.

ITEM 25. INDEMNIFICATION
All officers, Trustees, employees and agents of the Trust are to be
indemnified as set forth in Article VII of the Agreement and Declaration of
Trust. The Trust (i) may indemnify an agent of the Trust or any person who is
serving or has served at the Trust's request as an agent of another organization
in which the Trust has any interest as a shareholder, creditor or otherwise and
(ii) shall indemnify each person who is, or has been, a Trustee, officer or
employee of the Trust and any person who is serving or has served at the Trust's
request as a director, officer, trustee or employee of another organization in
which the Trust has any interest as a shareholder, creditor or otherwise, to the
fullest extent consistent with the Investment Company Act of 1940 and in the
manner provided by the By-Laws; provided that such indemnification shall not be
available to any of the foregoing persons in connection with a claim, suit or
other proceeding by such person against the Trust or a series (or class)
thereof. To this end, the Trust intends to obtain an Officers' and Trustees'
Errors and Omissions Insurance Policy for liability and for all expenses

C-1
<PAGE>

reasonably incurred or paid or expected to be paid by a Trustee, officer,
employee or agent of the Trust in connection with any claim, action, suit or
proceeding in which he or she becomes involved by virtue of his or her capacity
or former capacity with the Trust.

Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted for trustees, officers and
controlling persons of the Trust pursuant to the foregoing provisions, or
otherwise, the Trust 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 Trust of
expenses incurred or paid by a trustee, officer or controlling person of the
Trust 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 Trust 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 1933 Act and will be governed by the
final adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
See "Management of the Fund" in the Prospectus and "Services of the Adviser"
and "Management of the Fund" 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 Euclid Advisors LLC, the Adviser, reference is made to
the Adviser's current Form ADV (SEC File No. 801-54263) filed under the
Investment Advisers Act of 1940 and incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITER

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

Phoenix-Aberdeen Series Fund, Phoenix-Aberdeen Worldwide Opportunities Fund,
Phoenix Duff & Phelps Institutional Mutual Funds, Phoenix-Engemann Funds,
Phoenix Equity Series Fund, Phoenix-Euclid Funds, Phoenix-Goodwin California Tax
Exempt Bond Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund,
Phoenix Multi-Series Trust, Phoenix-Oakhurst Income & Growth Fund,
Phoenix-Seneca Funds, Phoenix Series Fund, Phoenix-Oakhurst Strategic Allocation
Fund, Phoenix Strategic Equity Series Fund, Phoenix-Zweig Trust, Phoenix Home
Life Variable Universal Life Account, Phoenix Home Life Variable Accumulation
Account, PHL Variable Accumulation Account, Phoenix Life and Annuity Variable
Universal Life Account and PHL Variable Separate Account MVA1.

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

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICES POSITION AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

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

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

John F. Sharry President, Executive Vice President
56 Prospect St. 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
</TABLE>

C-2
<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICES POSITION AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>

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

G. Jeffrey Bohne Vice President None
101 Munson Street
P.O. Box 810
Greenfield, MA 01302-0810

Robert S. Driessen Vice President, Compliance Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480

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

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules thereunder will be
maintained at the offices of (1) the Registrant at 900 Third Avenue, 31st Floor,
New York, New York 10022; (2) Phoenix-Euclid Advisors, LLC, at 900 Third Avenue,
New York, New York 10022; (3) State Street Bank and Trust Company, at 1776
Heritage Drive, North Quincy, Massachusetts 02171-2197; and (4) Registrant's
Transfer Agent, Phoenix Equity Planning Corporation, at 100 Bright Meadow
Boulevard, Enfield, CT 06082.

ITEM 29. MANAGEMENT SERVICES
Not applicable.

ITEM 30. UNDERTAKINGS
Not applicable.

C-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Fund certifies that it meets all of the requirements for
effectiveness of this registration statement under rule 485(b) under the
Securities Act and has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, duly authorized, in the City of
New York, and State of New York on the 26th day of October, 2000.

PHOENIX-EUCLID FUNDS

ATTEST: /S/ PAMELA S. SINOFSKY BY: /S/ MARTIN E. ZWEIG
---------------------- ----------------------
PAMELA S. SINOFSKY MARTIN E. ZWEIG,
ASSISTANT SECRETARY PRESIDENT

Pursuant to the requirements of the Securities Act, this amendment to the
registration statement has been signed below by the following persons in the
capacities indicated, on this 26th day of October, 2000.

SIGNATURE TITLE
--------- -----
Trustee
-----------------------------------------
James Balog*

Trustee
-----------------------------------------
Claire B. Benenson*

/s/ Nancy G. Curtiss Treasurer (Principal
----------------------------------------- Account Officer)
Nancy G. Curtiss

Trustee
-----------------------------------------
S. Leland Dill*

Trustee and Chairman
-----------------------------------------
Philip R. McLoughlin*

Trustee
-----------------------------------------
Donald B. Romans*

/s/ Martin E. Zweig President (Principal
----------------------------------------- Executive Officer)
Martin E. Zweig

*By /s/ Pamela S. Sinofsky
------------------------------------------
* Pamela S. Sinofsky, Attorney-in-fact pursuant to powers of attorney.

S-1