PHOENIX SERIES FUND, 485APOS, 1998-12-30

PHOENIX SERIES FUND
485APOS, 1998-12-30

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As filed with the Securities and Exchange Commission on December 30, 1998

Registration No. 2-14069
File No. 811-810
================================================================================

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. 86 [X]

AND/OR
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. 34 [X]

(CHECK APPROPRIATE BOX OR BOXES.)

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

PHOENIX SERIES FUND

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

101 MUNSON STREET, GREENFIELD, MA 01301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

C/O PHOENIX EQUITY PLANNING CORPORATION--CUSTOMER SERVICE

(800) 243-1574
REGISTRANT'S TELEPHONE NUMBER

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

THOMAS N. STEENBURG, ESQ.
VICE PRESIDENT, COUNSEL AND SECRETARY

PHOENIX INVESTMENT PARTNERS, LTD.

56 PROSPECT STREET
HARTFORD, CONNECTICUT 06115
(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)
[ ] ON PURSUANT TO PARAGRAPH (b), OR
[X] 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 SERIES FUND

CROSS REFERENCE SHEET PURSUANT TO RULE 404

<TABLE>
PART A
INFORMATION REQUIRED IN PROSPECTUS

ITEM NUMBER FORM N-1A, PART A PROSPECTUS CAPTION
- ----------------------------- ------------------

<S> <C> <C>
1. Front and Back Cover Pages............................... Cover Page, Back Cover Page
2. Risk/Return Summary: Investments, Risks, Performance..... Investment Risk and Return Summary
3. Risk Return Summary: Fee Table........................... Fund Expenses
4. Investment Objectives, Principal Investment Strategies, Investment Risk and Return Summary; Investment
and Related Risks........................................ Strategies; Risks Related to Investment Strategies
5. Management's Discussion of Fund Performance.............. Performance Tables
6. Management, Organization, and Capital Structure.......... Management of the Fund
7. Shareholder Information.................................. Pricing of Fund Shares; Sales Charges; Your
Account; How to Buy Shares; How to Sell Shares;
Things to Know When Selling Shares; Account
Policies; Investor Services; Tax Status of Distributions
8. Distribution Arrangements................................ Sales Charges
9. Financial Highlights Information......................... Financial Highlights

PART B
INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION

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

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

</TABLE>

<PAGE>

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

Phoenix-Engemann Aggressive Growth Fund
Investment Risk and Return Summary................... page 1
Fund Expenses........................................ page 4
Investment Strategies................................ page 5
Risks Related to Investment Strategies............... page 6
Management of the Fund............................... page 10
Phoenix-Goodwin Balanced Fund
Investment Risk and Return Summary................... page 12
Fund Expenses........................................ page 15
Investment Strategies................................ page 16
Risks Related to Investment Strategies............... page 17
Management of the Fund............................... page 20
Phoenix-Goodwin Growth Fund
Investment Risk and Return Summary................... page 22
Fund Expenses........................................ page 24
Investment Strategies................................ page 25
Risks Related to Investment Strategies............... page 26
Management of the Fund............................... page 29
Phoenix-Goodwin High Yield Fund
Investment Risk and Return Summary................... page 31
Fund Expenses........................................ page 34
Investment Strategies................................ page 35
Risks Related to Investment Strategies............... page 37
Management of the Fund............................... page 40
Phoenix-Goodwin Money Market Fund
Investment Risk and Return Summary................... page 43
Fund Expenses........................................ page 46
Investment Strategies................................ page 47
Risks Related to Investment Strategies............... page 48
Management of the Fund............................... page 49
Phoenix-Goodwin U.S. Government Securities Fund
Investment Risk and Return Summary................... page 51
Fund Expenses........................................ page 53
Investment Strategies................................ page 54
Risks Related to Investment Strategies............... page 56
Management of the Fund............................... page 57
Pricing of Fund Shares.................................. page 59
Sales Charges........................................... page 60
Your Account............................................ page 62
How to Buy Shares....................................... page 63
How to Sell Shares...................................... page 64
Things You Should Know When Selling Shares.............. page 64
Account Policies........................................ page 66
Investor Services....................................... page 67
Tax Status of Distributions............................. page 67
Financial Highlights.................................... page 69
Additional Information.................................. page 81

<PAGE>

PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Engemann Aggressive Growth Fund has an investment objective of capital
appreciation. There is no guarantee that the fund will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES

[Arrow] Under normal circumstances, the fund will invest at least 65% of its
total assets in common and preferred stocks, and securities convertible
into common stocks or other equity securities.

[Arrow] The adviser is responsible for managing the fund's investment program
and the general operation of the fund. The subadviser manages the
fund's portfolio using a top-down sector approach based upon economic
and market conditions. Securities are then analyzed from a bottom up
approach focusing on the issuing companies:

[bullet] high, sustainable earnings growth,

[bullet] solid brand, or franchise, identity and its ability to ward
off competition,

[bullet] quality management, and

[bullet] financial strength.

[Arrow] The fund may invest up to 10% of its total assets in foreign
securities, including emerging market securities.

[Arrow] The fund may also invest in debt securities that the adviser determines
offer the potential for capital growth.

[Arrow] The fund may expand its investments by obtaining fixed interest loans
from a bank in amounts up to one-third the value of its net assets.

PRINCIPAL RISKS

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

The fund will seek to increase the value of your shares by investing in
securities the subadviser expects to increase in value. Most of the fund's
investments will be in common and preferred stocks. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected. As a result, the value of your shares may decrease.

The subadviser's portfolio selection method may result in a higher portfolio
turnover rate as compared to a fund that does not utilize such techniques.

Phoenix-Engemann Aggressive Growth Fund 1

<PAGE>

The fund may be subject to greater risks than a fund that does not invest in
securities with growth characteristics.

The fund may invest in companies in foreign countries including some "emerging
market" countries (countries with markets that are not fully developed).
Political and economic uncertainty as well as less public information about
investments may negatively impact the fund's portfolio. Some investments may be
made in currencies other than U.S. dollars that will fluctuate in value as a
result of changes in the currency exchange rate. Foreign markets and currencies
may not perform as well as U.S. markets. Emerging market countries and companies
doing business in emerging markets may not have the same range of opportunities
as countries and their companies in developed nations. They may also have more
obstacles to financial success.

The fund may invest in debt securities believed by the subadviser to offer the
potential for capital growth. Debt securities may be negatively affected by
changes in interest rates. Generally, when interest rates rise the value of debt
securities decrease.

The fund may borrow money to purchase additional securities. If the additional
securities increase in value the net asset value of the fund will rise more
quickly than would occur without borrowing. If these securities decrease in
value or do not increase enough to cover interest and other borrowing costs the
fund will suffer greater losses than it would if no borrowing took place.

2 Phoenix-Engemann Aggressive Growth Fund

<PAGE>

PERFORMANCE TABLES

The bar chart below provides an indication of the risks of investing in the
Phoenix-Engemann Aggressive Growth Fund by showing changes in the fund's Class A
Shares performance from year to year over a 10-year period(1). The table below
shows how the fund's average annual returns for one, five and ten years 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.

AGGRESSIVE GROWTH FUND

[Graphic Omitted]

CALENDAR YEAR ANNUAL RETURN (%)
1989 21.55
1990 -5.57
1991 29.56
1992 7.66
1993 11.58
1994 -3.92
1995 51.71
1996 11.09
1997 19.37
1998

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 18.78% (quarter ending March
31, 1991) and the lowest return for a quarter was (19.55)% (quarter ending
September 30, 1998). Year to date performance (through January 31, 1999) was
____%.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98)(1) One Year Five Years Ten Years Life of the Fund(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares
- ------------------------------------------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index(3)
- ------------------------------------------------------------------------------------------------------------------
</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) Class A Shares since December 31, 1975 and Class B Shares since July 21,
1994.

(3) The Russell 2000 Growth Index is an unmanaged, commonly used measure of
total return performance of small-capitalization, growth-oriented stocks. The
index's performance does not reflect sales charges.

Phoenix-Engemann Aggressive Growth 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
SHARES SHARES
------- -------
<S> <C> <C>

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(a)
Maximum Sales Charge (load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None
-------------------------------------------

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

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.70% 0.70%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses 0.26% 0.26%
----- -----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.21% 1.96%
===== =====
</TABLE>

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

(a) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 2% during the
fourth and fifth years and to 0% after the fifth year.

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

EXAMPLE

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

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

- --------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Class A $592 $841 $1,108 $1,871
- --------------------------------------------------------------------------------
Class B $599 $815 $1,057 $2,091
- --------------------------------------------------------------------------------

4 Phoenix-Engemann Aggressive Growth Fund

<PAGE>

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

- --------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Class A $592 $841 $1,108 $1,871
- --------------------------------------------------------------------------------
Class B $199 $615 $1,057 $2,091
- --------------------------------------------------------------------------------

INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Engemann Aggressive Growth Fund has an investment objective of capital
appreciation. There is no guarantee that the fund will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES

The fund contracts with an adviser, Phoenix Investment Counsel, Inc. to manage
the fund's investment program and to be responsible for the general operation of
the fund, and a subadviser, Roger Engemann and Associates, Inc., to manage the
investments of the fund. The subadviser manages the fund's portfolio from a
top-down sector focus based upon economic and market conditions. Securities are
then analyzed from a bottom up approach focusing on the basic fundamentals of
each individual company. Securities selected are those that the subadviser
believes have:

[bullet] Superior, sustainable earnings growth,

[bullet] Solid brand identity, or franchise, and the ability to ward
off competition,

[bullet] Quality management, with a strong focus on its shareholders,
and

[bullet] Financial strength and a favorable long-term outlook

Under normal circumstances, the fund intends to invest at least 65% of its total
assets in common and preferred stocks or securities convertible into common
stocks or other equity securities that the subadviser believes have a
substantial potential for capital growth.

A convertible security is a bond, debenture, note preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the issuer at predetermined time(s), price(s) or price formula.
Convertible securities have several unique investment characteristics such as:

[bullet] Higher yields than common stocks but lower yields than
comparable non-convertible securities;

Phoenix-Engemann Aggressive Growth Fund 5

<PAGE>

[bullet] Typically less fluctuation in value than the "underlying"
common stock, that is, the common stock that the investor
receives if he converts;

[bullet] The potential for capital appreciation if the market price of
the underlying common stock increases.

The fund may invest up to 10% of its net assets in securities of foreign
(non-U.S.) issuers. The fund may invest in a broad range of foreign securities
including equity, debt and convertible securities and foreign government
securities. Issuers may be in established market countries and emerging market
countries.

The fund also may invest in debt securities. The fund may invest in securities
issued by the U.S. Government and its agencies, states, municipalities and
securities issued by corporations that are rated in the top four rating
categories or if unrated are of the same comparable, limited investment quality.
Any security which drops below the four highest rating categories will be
considered by the subadviser in evaluating the overall composition of the
portfolio.

Temporary Defensive Strategy. If the adviser believes that market conditions are
not favorable to the fund's principal strategies, the fund may invest in fixed
income securities with or without warrants or conversion features and it may
hold on to its cash or invest without limit in cash equivalents. When this
happens, the fund may not achieve its investment objective.

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

RISKS RELATED TO INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

GENERAL

The fund's focus is capital appreciation. The subadviser intends to invest fund
assets so that your shares increase in value. However, the value of the fund's
investments that support your share value can decrease as well as increase. If
between the time you purchase shares and the time you sell shares the value of
the fund's investments decreases, you will lose money. The value of the fund's
investments can decrease for a number of reasons. For example, changing economic
conditions may cause a decline in value of many or most investments. Particular
industries can face poor market conditions for their products or services so
that companies engaged in those businesses do not perform as well as companies
in other industries. Interest rate changes may improve prospects for certain
types of businesses and they may worsen prospects for others. To the extent that
the fund's investments are affected by general economic declines, declines in
industries, and interest rate changes that negatively affect the companies in
which the fund invests, fund share values may decline. Share values can also
decline if the specific companies selected for fund investment fail to perform
as the subadviser

6 Phoenix-Engemann Aggressive Growth fund

<PAGE>

expects, regardless of general economic trends, industry trends, interest rates
and other economic factors.

In addition to these general risks of investing in the fund, there are several
specific risks of investing in the fund that you should note.

GROWTH STOCK

Typically, growth stocks make little or no dividend payments to shareholders.
Investment return is based upon the stocks' capital appreciation, making return
more dependent on market increases and decreases as compared to stocks that
provide dividend payments. Growth stocks also tend to rise faster when markets
advance, and drop more sharply when markets fall. Should a market decline occur,
the fund's price may fall more than that of other funds.

HIGH TURNOVER RATE

Each time a security is bought or sold, the fund incurs certain costs associated
with the transaction. The more transactions, the higher the overall cost to the
fund. Likewise, frequent sales that result in gains to the fund could increase
the amount of capital gains distributions to you, the shareholder. Increased
capital gains distributions could result in greater tax liability to you.

FOREIGN INVESTING

The fund may invest in non-U.S. companies. Investing in the securities of
non-U.S. companies involves special risks and considerations not typically
associated with investing in U.S. companies. These include:

[bullet] differences in accounting, auditing and financial reporting
standards,

[bullet] generally higher commission rates on foreign portfolio
transactions,

[bullet] differences and inefficiencies in transaction settlement
systems,

[bullet] the possibility of expropriation or confiscatory taxation,

[bullet] adverse changes in investment or exchange control
regulations,

[bullet] political instability, and

[bullet] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the fund's portfolio.

Foreign securities often trade with less frequency and volume than domestic
securities and therefore may exhibit greater price volatility. Additionally,
dividends and interest payable on foreign securities may be subject to foreign
taxes withheld prior to receipt by the fund.

Phoenix-Engemann Aggressive Growth Fund 7

<PAGE>

Many of the foreign securities held by the fund will not be registered with, nor
will the issuers of those securities be subject to the reporting requirements
of, the U.S. Securities and Exchange Commission. Accordingly, there may be less
publicly available information about the securities and about the foreign
company or government issuing them than is available about a domestic company or
government entity. Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payment positions.

FOREIGN CURRENCY

Portions of the fund's assets may be invested in securities denominated in
foreign currencies. Changes in foreign exchange rates will affect the value of
those securities denominated or quoted in currencies other than the U.S. dollar.
The forces of supply and demand in the foreign exchange markets determine
exchange rates, and these forces are in turn affected by a range of economic,
political, financial, governmental and other factors. Exchange rate fluctuations
can affect the fund's net asset value (share price) and dividends either
positively or negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S. dollar. Exchange
rates fluctuate over both the long and short terms.

Effective January 1, 1999, eleven European countries will begin converting from
their sovereign currency to the European Union common currency called the
"Euro." This conversion may expose the fund to certain risks, including the
reliability and timely reporting of pricing information of the fund's portfolio
holdings. In addition, one or more of the following may adversely affect
specific securities in the fund's portfolio:

[bullet] Known trends or uncertainties related to the Euro conversion
that an issuer reasonably expects will have a material impact
on revenues, expenses or income from its operations;

[bullet] Competitive implications of increased price transparency of
European Union markets (including labor markets) resulting
from adoption of a common currency and issuers' plans for
pricing their own products and services in the Euro;

[bullet] Issuers' ability to make required information technology
updates on a timely basis, and costs associated with the
conversion (including costs of dual currency operations
through January 1, 2002);

[bullet] Currency exchange rate risk and derivatives exposure
(including the disappearance of price sources, such as
certain interest rate indices); and

[bullet] Potential tax consequences.

EMERGING MARKET INVESTING

The fund may invest in companies located in emerging market countries and
regions. Investments in less-developed countries whose markets are still
emerging generally present

8 Phoenix-Engemann Aggressive Growth Fund

<PAGE>

risks in greater degree than those presented by investment in foreign issuers
based in countries with developed securities markets and more advanced
regulatory systems. Prior governmental approval of foreign investments may be
required under certain circumstances in some developing countries, and the
extent of foreign investment in domestic companies may be subject to limitation
in other developing countries. The charters of individual companies in
developing countries may impose limitations on foreign ownership to prevent,
among other concerns, violation of foreign investment limitations.

The economies of developing countries generally are heavily dependent upon
international trade. And accordingly, have been and may continue to be adversely
affected by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been (and may
continue to be) adversely affected by economic conditions in the countries with
which they trade.

LEVERAGE

If the fund borrows money to make additional investments it must pay interest on
the borrowed funds. The interest paid will decrease the fund's net investment
income. The subadvisor will borrow funds to make additional investments
expecting that those investments will increase in value sufficient to cover
borrowing costs and produce additional gain for the fund. If those investments
decrease in value or do not increase in value sufficient to cover borrowing
costs, the fund will suffer greater losses than would take place if no borrowing
took place. In addition, because the fund must maintain a three-to-one ratio of
net assets to debt, in a declining market, the fund may have to sell securities
under poor market conditions to maintain the required ratio.

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

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

Phoenix-Engemann Aggressive Growth Fund 9

<PAGE>

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

THE ADVISERS

Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1998,
Phoenix had $____ billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.

Roger Engemann & Associates, Inc. ("Engemann") is the investment subadviser to
the fund and is located at 600 North Rosemead Boulevard, Pasadena, California
91107. Engemann acts as adviser to six mutual funds, as subadviser to two other
mutual fund and acts as investment adviser to institutions and individuals. As
of December 31, 1998, Engemann had $___ billion in assets under management.
Engemann has been an investment adviser since 1969.

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

- --------------------------------------------------------------------------------
$1+ billion
1st billion through $2 billion $2+ billion
- --------------------------------------------------------------------------------
Management Fee 0.70% 0.65% 0.60%
- --------------------------------------------------------------------------------

Phoenix pays Engemann a subadvisory fee at the following rates.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Up to $262 million $1+ billion
$262 million through $1 billion through $2 billion $2+ billion
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Subadvisory Fee 0.20% 0.35% 0.325% 0.30%
- -----------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$1,847,122. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1998 was 0.70%.

10 Phoenix-Engemann Aggressive Growth Fund

<PAGE>

PORTFOLIO MANAGEMENT

Roger Engemann, James E. Mair and John S. Tilson head the team that is primarily
responsible for the day-to-day management of the fund. Each is a Managing
Director, Equities of Phoenix. Mr. Engemann has been President of Engemann since
its inception in 1969. Messrs. Mair and Tilson are both Executive Vice
Presidents of Portfolio Management of Engemann and both have been with Engemann
since 1983. Messrs. Engemann and Mair have been Chartered Financial Analysts
("CFAs") since 1972, and Mr. Tilson has been a CFA since 1974.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

The Trustees have directed management to ensure that the systems used by service
providers (Phoenix and its affiliates) in support of the funds' operations be
assessed and brought into Year 2000 compliance. Based upon preliminary
assessments, Phoenix has determined that it will be required to modify or
replace portions of its software so that its computer systems will properly
utilize dates beyond December 31, 1999. Phoenix management believes that the
majority of these systems are already Year 2000 compliant. Phoenix believes that
with modifications to existing software and conversions to new software, the
Year 2000 issue will be mitigated. It is anticipated that such modifications and
conversions will be completed on a timely basis. It is not known at this time if
there could be a material impact on the operations of Phoenix or its affiliates
or the fund if such modifications and conversions are not completed timely.

Phoenix will utilize both internal and external resources to reprogram, or
replace, and test the software for Year 2000 modifications. Certain systems are
already in the process of being converted due to previous initiatives and it is
expected that all core systems will be remediated by December 31, 1998 and
tested by June 1999. The total cost to become Year 2000 compliant is not an
expense of the fund and is not expected to have a material impact on the
operating results of Phoenix.

Phoenix-Engemann Aggressive Growth Fund 11

<PAGE>

PHOENIX-GOODWIN BALANCED FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES

Phoenix-Goodwin Balanced Fund has investment objectives of reasonable income,
long-term capital growth and conservation of capital. There is no guarantee that
the fund will achieve its objectives.

PRINCIPAL INVESTMENT STRATEGIES

[Arrow] The adviser will use four criteria to select investments for the fund:
risk, income, capital enhancement and protection of capital value. The
adviser will select securities believed to have potential for the
production of current income, with emphasis on securities that also
have the potential for capital enhancement. Fixed income securities are
selected using a multi-sector approach. The adviser may adjust the mix
of investments based upon financial market and economic conditions.

[Arrow] Under normal circumstances, the fund will invest at least 65% of its
total assets in common stocks of companies of any size and fixed income
securities.

[Arrow] The fund may invest up to 35% of its net assets in high yield, high
risk fixed income securities (commonly referred to as "junk bonds").

[Arrow] At least 25% of fund assets will be invested in fixed income
securities that are rated within the four highest rating categories.

[Arrow] The fund may invest 25% of its total assets in foreign securities,
including emerging market securities and foreign government securities.

[Arrow] The fund may also invest in mortgage- and asset-backed securities.

PRINCIPAL RISKS

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

The fund will seek to increase the value of your shares by investing in
securities the adviser expects to increase in value or provide reasonable
income. Most of the fund's investments will be in common stocks and fixed income
securities. Conditions affecting the overall economy, specific industries or
companies in which the fund invests and interest rate changes can be worse than
expected. As a result, the value of your shares may decrease. If the adviser
misjudges the return potential of fixed income securities, or the ability of
issuers to make scheduled principal and interest payments, the fund's returns
may be lower than prevailing returns, and the fund's income available for
distribution may be less than other funds. Neither

12 Phoenix-Goodwin Balanced Fund

<PAGE>

the fund nor the adviser can assure you that a particular level of income will
consistently be achieved.

This fund may invest in high risk, high yield fixed income securities (so called
"junk bonds"). Junk Bonds present a greater risk that the issuer will not be
able to make interest or principal payments on time. If this happens, the fund
would lose income and could expect a decline in the market value of the
securities.

The fund may invest in foreign government securities and companies in foreign
countries including some "emerging market" countries (countries with markets
that are not fully developed). Political and economic uncertainty as well as
less public information about investments may negatively impact the fund's
portfolio. Some investments may be made in currencies other than U.S. dollars
that will fluctuate in value as a result of changes in the currency exchange
rate. Foreign markets and currencies may not perform as well as U.S. markets.
Emerging market countries and companies doing business in emerging markets may
not have the same range of opportunities as countries and their companies in
developed nations. They may also have more obstacles to financial success.

This fund may invest in unrated securities. Unrated securities may not have as
broad a market as rated, investment grade securities making them more difficult
to sell. This could cause the security to lose value.

The fund may invest in small companies as well as large companies. Smaller
companies may be affected to a greater extent than larger companies by changes
in general economic conditions and conditions in particular industries. Smaller
companies may also be relatively new and not have the same operating history and
"track record" as larger companies. This could make future performance of
smaller companies more difficult to predict.

This fund may invest in mortgage-backed and other asset-backed securities. A
portion of the cash flow from these securities may be from early payoff of some
of the underlying loans. In the event of very high prepayments, the fund may be
required to invest the proceeds at a lower interest rate, causing the fund to
earn less than if the prepayments had not occurred.

Phoenix-Goodwin Balanced Fund 13

<PAGE>

PERFORMANCE TABLES

The bar chart below provides an indication of the risks of investing in the
Phoenix-Goodwin Balanced Fund by showing changes in the fund's Class A Shares
performance from year to year over a 10-year period(1). The table below shows
how the fund's average annual returns for one, five and ten years 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.

BALANCED FUND

[Graphic Omitted]

CALENDAR YEAR ANNUAL RETURN (%)
1989 24.93
1990 7.31
1991 25.94
1992 6.74
1993 6.41
1994 -4.55
1995 23.39
1996 8.58
1997 18.33
1998

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 13.44% (quarter ending March
31, 1991) and the lowest return for a quarter was (5.53)% (quarter ending
September 30, 1998). Year to date performance (through January 31, 1999) was
____%.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98)(1) One Year Five Years Ten Years Life of the Fund(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares
- ------------------------------------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------------------------------------
Balanced Benchmark(3)
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Class A Shares since December 31, 1975 and Class B Shares since July 15,
1994.

(3) The Balanced Benchmark is a composite index made up of 55% of the S&P 500
Index return, 35% of the Lehman Brothers Aggregate Bond Index return and 10% of
the 90-day U.S. Treasury bills return. The index's performance does not reflect
sales charges.

14 Phoenix-Goodwin Balanced Fund

<PAGE>

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

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

<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(a)
Maximum Sales Charge (load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None
----------------------------------------------------
CLASS A CLASS B
SHARES SHARES
------- -------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.53% 0.53%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses 0.19% 0.19%
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 0.97% 1.72%
==== ====
</TABLE>
- ---------------------

EXAMPLE

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

Phoenix-Goodwin Balanced Fund 15

<PAGE>

- -------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
Class A $569 $769 $986 $1,608
- -------------------------------------------------------------------------------
Class B $575 $742 $933 $1,831
- -------------------------------------------------------------------------------

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

- -------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
Class A $569 $769 $986 $1,608
- -------------------------------------------------------------------------------
Class B $175 $542 $933 $1,831
- -------------------------------------------------------------------------------

INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Goodwin Balanced Fund has investment objectives of reasonable income,
long-term capital growth and conservation of capital. There is no guarantee that
the fund will achieve its objectives.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests in a portfolio of common stocks and fixed income securities.
Under normal circumstances the fund intends to invest at least 65% of its total
assets in these securities. At least 25% of assets will be invested in fixed
income securities that are rated within the four highest rating categories. The
fund may invest in foreign and domestic companies of all sizes. Fixed income
securities in which the fund may invest include, U.S. and foreign government
securities, corporate bonds, municipals, and mortgage- and asset-backed
securities. Credit ratings for fixed income securities are established by
nationally recognized statistical rating organizations. Please see the Statement
of Additional Information for a detailed list of rating categories.

The adviser will use four criteria to select investments for the fund: risk,
income, capital enhancement, and protection of capital value. The adviser will
select securities believed to have potential for the production of current
income, with emphasis on securities that also have the potential for capital
enhancement. Fixed income securities are selected using a multi-sector approach.
Holdings are shifted into sectors believed by the adviser to be undervalued and
out of sectors determined by the adviser to be overvalued. The amount of fund
assets which may be invested in common stocks and fixed income securities is not
fixed. The adviser may adjust the mix of investments based upon financial market
and economic conditions.

16 Phoenix-Goodwin Balanced Fund

<PAGE>

Up to 35% of fund assets may be invested in "junk bonds." The actual percentage
of junk bonds held in the portfolio will be determined by the adviser. If, in
the advisor's opinion, market conditions warrant, the fund may increase its
holdings of junk bonds subject to the 35% limit. The price of junk bonds will
generally decline when interest rates rise, and increase when interest rates
fall.

The fund may invest up to 25% of its net assets in securities of foreign
(non-U.S.) issuers. The fund may invest in a broad range of foreign securities
including equity, debt and convertible securities and foreign government
securities. Issuers may be in established market countries and emerging market
countries.

The fund may also invest in convertible securities. A convertible security is a
bond, debenture, note, preferred stock or other security that may be converted
into or exchanged for a prescribed amount of common stock of the issuer at
predetermined time(s), price(s) or price formula. Convertible securities have
several unique investment characteristics such as:

[bullet] Higher yields than common stocks but lower yields than
comparable non-convertible securities;

[bullet] Typically less fluctuation in value than the "underlying"
common stock, that is, the common stock that the investor
receives if he converts;

[bullet] The potential for capital appreciation if the market price of
the underlying common stock increases.

Temporary Defensive Strategy. If the adviser believes that market conditions are
not favorable to the fund's principal strategies, the fund may hold on to its
cash or invest without limit in cash equivalents, such as U.S. government
securities and high grade commercial paper. When this happens, the fund may not
achieve its investment objective.

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

RISKS RELATED TO INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

GENERAL

The fund's focus is reasonable income, long-term capital growth, and
conservation of capital. The value of your shares is based on the market value
of the fund's investments. However, the value of the fund's investments that
support your share value can decrease as well as increase. If between the time
you purchase shares and the time you sell shares the value of the fund's
investments decreases, you will lose money. The value of the fund's investments
can decrease for a number of reasons. For example, changing economic conditions
may cause a decline in

Phoenix-Goodwin Balanced Fund 17

<PAGE>

the value of many or most investments. Particular industries can face poor
market conditions for their products or services so that companies engaged in
those businesses do not perform as well as companies in other industries.
Interest rate changes may improve prospects for certain types of businesses and
they may worsen prospects for others. Share values can also decline if the
specific companies selected for fund investment fail to perform as the adviser
expects, regardless of general economic trends, industry trends, interest rates
and other economic factors.

In the case of fixed income securities, the value of the security will be
directly affected by trends in interest rates and the overall condition of
credit markets. For example, in times of rising interest rates, the value of
these types of securities tends to decrease. When interest rates fall, the value
of these securities tends to rise. Income distribution will also affect the
fund's return. If the adviser misjudges the ability of the issuer of a portfolio
security to make scheduled interest or other income payments to the fund, the
fund's income available for distribution to shareholders may decrease.

In addition to these general risks of investing in the fund, there are several
specific risks of investing in the fund that you should note.

HIGH RISK-HIGH YIELD SECURITIES

The fund may invest in securities that are high risk, high yield non investment
grade securities. Although these securities provide greater income and
opportunity for capital appreciation than investments in higher grade
securities, they also typically entail greater price volatility and principal
and interest risk. There is a greater risk that an issuer will not be able to
make principal and interest payments on time. Analysis of the creditworthiness
of issuers of below investment grade securities may be more complex than for
higher grade securities, making it more difficult for the adviser to accurately
predict risk.

FOREIGN INVESTING

[bullet] differences in accounting, auditing and financial reporting
standards,

[bullet] generally higher commission rates on foreign portfolio
transactions,

[bullet] differences and inefficiencies in transaction settlement
systems,

[bullet] the possibility of expropriation or confiscatory taxation,

[bullet] adverse changes in investment or exchange control
regulations,

[bullet] political instability, and

[bullet] potential restrictions on the flow of international capital.

18 Phoenix-Goodwin Balanced Fund

<PAGE>

Political and economic uncertainty as well as less public information about
investments may negatively impact the fund's portfolio.

FOREIGN CURRENCY

Portions of the fund's assets may be invested in securities denominated in
foreign currencies. Changes in foreign exchange rates will affect the value of
those securities denominated or quoted in currencies other than the U.S. dollar.
The forces of supply and demand in the foreign exchange markets determine
exchange rates and these forces are in turn affected by a range of economic,
political, financial, governmental and other factors. Exchange rate fluctuations
can affect the fund's net asset value (share price) and dividends either
positively or negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S. dollar. Exchange
rates fluctuate over both the long and short terms.

[bullet] Known trends or uncertainties related to the Euro conversion
that an issuer reasonably expects will have a material impact
on revenues, expenses or income from its operations;

[bullet] Currency exchange rate risk and derivatives exposure
(including the disappearance of price sources, such as
certain interest rate indices); and

Phoenix-Goodwin Balanced Fund 19

<PAGE>

[bullet] Potential tax consequences.

SMALL MARKET CAPITALIZATION INVESTING

The fund may invest in some smaller companies. Companies with small
capitalization are often companies in industries that have recently emerged due
to cultural, economic, regulatory or technological developments. Such
developments can have a significant positive or negative effect on small
capitalization companies and their stock performance. Given the limited
operating history and rapidly changing fundamental prospects, investment returns
from smaller capitalization companies can be highly volatile. Smaller companies
may find their ability to raise capital impaired by their size or lack of
operating history. Product lines are often less diversified and subject to
competitive threats. Smaller capitalization stocks are subject to varying
patterns of trading volume and may, at times, be difficult to sell.

UNRATED SECURITIES

The fund may invest in unrated securities. Unrated securities may not be lower
in quality than rated securities, but due to their perceived risk, they may not
have as broad a market as rated securities. Analysis of unrated securities is
more complex than for rated securities, making it more difficult for the adviser
to accurately predict risk.

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

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

THE ADVISER

Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1998,
Phoenix had $21.3 billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.

20 Phoenix-Goodwin Balanced Fund

<PAGE>

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.55% 0.50% 0.45%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$8,930,936. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1998 was 0.53%.

PORTFOLIO MANAGEMENT

Investment and trading decisions for the fund are made by a team of equity
professionals and a team of fixed-income professionals.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

Phoenix-Goodwin Growth Fund 21

<PAGE>

PHOENIX-GOODWIN GROWTH FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES

Phoenix-Goodwin Growth Fund has an investment objective of long-term capital
appreciation. There is no guarantee that the fund will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES

[Arrow] Under normal circumstances, the fund will invest at least 65% of its
total assets in common stocks. The adviser invests in common stocks of
companies it believes have the potential to appreciate.

[Arrow] The fund may invest any amount of its assets in any class or type of
security believed by the adviser to offer the potential for capital
appreciation over the intermediate and long term, including preferred
stocks, investment grade bonds, convertible preferred stocks and
convertible debentures. Distribution of investment income, such as
dividends and interest, is incidental in the selection of investments.

[Arrow] Diversification among market sectors will be a factor in selecting
securities for the fund. However, the adviser will put greater emphasis
on selecting securities it believes have good potential for
appreciation rather than upon wide diversification.

[Arrow] The fund may invest 25% of its total assets in foreign securities,
including emerging market securities.

[Arrow] The fund may invest in small companies as well as large companies.

PRINCIPAL RISKS

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

The fund will seek to increase the value of your shares by investing in
securities the adviser expects to increase in value. Most of the fund's
investments will be in common stocks. Conditions affecting the overall economy,
specific industries or companies in which the fund invests can be worse than
expected. As a result, the value of your shares may decrease.

22 Phoenix-Goodwin Growth Fund

<PAGE>

PERFORMANCE TABLES

The bar chart below provides an indication of the risks of investing in the
Phoenix-Goodwin Growth Fund by showing changes in the fund's Class A Shares
performance from year to year over a 10-year period(1). The table below shows
how the fund's average annual returns for one, five and ten years 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.

GROWTH FUND

[Graphic Omitted]

CALENDAR YEAR ANNUAL RETURN (%)
1989 27.47
1990 6.05
1991 28.01
1992 4.29
1993 4.35
1994 -1.60
1995 33.98
1996 14.68
1997 23.30
1998

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 15.69% (quarter ending March
31, 1991) and the lowest return for a quarter was (8.83)% (quarter ending
September 30, 1998). Year to date performance (through January 31, 1999) was
____%.

Phoenix-Goodwin Growth Fund 23

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98)(1) One Year Five Years Ten Years Life of the Fund(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares
- ------------------------------------------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------------------------------------------
S&P 500 Stock Index(3)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Class A Shares since December 31, 1975 and Class B Shares since July 15,
1994.

(3) The S&P 500 Index is an unmanaged but commonly used measure of stock total
return performance. The S&P 500's performance does not reflect sales charges.

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
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(a)
Maximum Sales Charge (load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None
-----------------------------------------------------

CLASS A CLASS B
SHARES SHARES
------- -------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.66% 0.66%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses 0.17% 0.17%
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.08% 1.83%
==== ====
- --------------------
</TABLE>

24 Phoenix-Goodwin Growth 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.

- --------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Class A $580 $802 $1,042 $1,730
- --------------------------------------------------------------------------------
Class B $586 $776 $990 $1,951
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Class A $580 $802 $1,042 $1,730
- --------------------------------------------------------------------------------
Class B $186 $576 $990 $1,951
- --------------------------------------------------------------------------------

INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Goodwin Growth Fund has an investment objective of long-term capital
appreciation. There is no guarantee that the fund will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in a portfolio of common stocks. Under normal
circumstances the fund intends to invest at least 65% of its total assets in
common stocks.

The adviser selects common stocks of companies that it believes have the
potential to appreciate. However, since common stocks do not always afford the
greatest promise for capital appreciation, the fund may invest any amount of its
assets in any class or type of security believed by the adviser to offer the
potential for capital appreciation over both the intermediate and long terms.
Distribution of income, such as dividends and interest, is incidental in the

Phoenix-Goodwin Growth Fund 25

<PAGE>

selection of investments for the fund. The adviser will monitor portfolio
securities to determine whether they are contributing to the fund's objective.
Diversification among market sectors will also be a factor in selecting
securities for the fund. However, the adviser will put greater emphasis on
selecting securities it believes have good potential for appreciation rather
than upon wide diversification.

[bullet] Higher yields than common stocks but lower yields than
comparable non-convertible securities;

[bullet] Typically less fluctuation in value than the "underlying"
common stock, that is, the common stock that the investor
receives if he converts;

[bullet] The potential for capital appreciation if the market price of
the underlying common stock increases.

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

RISKS RELATED TO INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

GENERAL

The fund's focus is long-term capital appreciation. The adviser intends to
invest fund assets so that your shares increase in value. However, the value of
the fund's investments that support your share value can decrease as well as
increase. If between the time you purchase shares and the time you sell shares
the value of the fund's investments decreases, you will lose money. The value of
the fund's investments can decrease for a number of reasons. For example,
changing economic conditions may cause a decline in value of many or most
investments. Particular

26 Phoenix-Goodwin Growth Fund

<PAGE>

industries can face poor market conditions for their products or services so
that companies engaged in those businesses do not perform as well as companies
in other industries. Interest rate changes may improve prospects for certain
types of businesses and they may worsen prospects for others. To the extent that
the fund's investments are affected by general economic declines, declines in
industries, and interest rate changes that negatively affect the companies in
which the fund invests, fund share values may decline. Share values can also
decline if the specific companies selected for fund investment fail to perform
as the adviser expects, regardless of general economic trends, industry trends,
interest rates and other economic factors.

In addition to these general risks of investing in the fund, there are several
specific risks of investing in the fund that you should note.

SMALL MARKET CAPITALIZATION INVESTING

FOREIGN INVESTING

[bullet] differences in accounting, auditing and financial reporting
standards,

[bullet] generally higher commission rates on foreign portfolio
transactions,

[bullet] differences and inefficiencies in transaction settlement
systems,

[bullet] the possibility of expropriation or confiscatory taxation,

[bullet] adverse changes in investment or exchange control
regulations,

[bullet] political instability, and

[bullet] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the fund's portfolio.

Phoenix-Goodwin Growth Fund 27

<PAGE>

FOREIGN CURRENCY

Portions of the fund's assets may be invested in securities denominated in
foreign currencies. Changes in foreign exchange rates will affect the value of
those securities denominated or quoted in currencies other than the U.S. dollar.
The forces of supply and demand in the foreign exchange markets determine
exchange rates and these forces are in turn affected by a range of economic,
political, financial, governmental and other factors. Exchange rate fluctuations
can affect the fund's net asset value (share price) and dividends either
positively or negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S. dollar. Exchange
rates fluctuate over both the long and short terms.

[bullet] Known trends or uncertainties related to the Euro conversion
that an issuer reasonably expects will have a material impact
on revenues, expenses or income from its operations;

[bullet] Currency exchange rate risk and derivatives exposure
(including the disappearance of price sources, such as
certain interest rate indices); and

[bullet] Potential tax consequences.

28 Phoenix-Goodwin Growth Fund

<PAGE>

EMERGING MARKET INVESTING

The fund may invest in companies located in emerging market countries and
regions. Investments in less-developed countries whose markets are still
emerging generally present risks in greater degree than those presented by
investment in foreign issuers based in countries with developed securities
markets and more advanced regulatory systems. Prior governmental approval of
foreign investments may be required under certain circumstances in some
developing countries, and the extent of foreign investment in domestic companies
may be subject to limitation in other developing countries. The charters of
individual companies in developing countries may impose limitations on foreign
ownership to prevent, among other concerns, violation of foreign investment
limitations.

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

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

THE ADVISER

Phoenix-Goodwin Growth Fund 29

<PAGE>

prospectus. The fund pays Phoenix a monthly investment management fee that is
accrued daily against the value of the fund's net assets at the following rates.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.70% 0.65% 0.60%
- -------------------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$17,237,170. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1998 was 0.66%.

PORTFOLIO MANAGEMENT

Investment and trading decisions for the funds are made by a team of equity
investment professionals.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

30 Phoenix-Goodwin Growth Fund

<PAGE>

PHOENIX-GOODWIN HIGH YIELD FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES

Phoenix-Goodwin High Yield Fund has a primary investment objective to seek high
current income and a secondary objective of capital growth. There is no
guarantee that the fund will achieve its objectives.

PRINCIPAL INVESTMENT STRATEGIES

[Arrow] Under normal circumstances, at least 80% of the fund's total assets
will be invested in fixed income securities and preferred stock,
including:

[bullet] debt obligations,

[bullet] certificates of deposit,

[bullet] commercial paper,

[bullet] bankers acceptances,

[bullet] government obligations, issued or guaranteed by federal,
state or municipal governments, their agencies or
instrumentalities,

[bullet] loan participations in secured and unsecured corporate loans,
and

[bullet] convertible debt securities, preferred stock and convertible
preferred stock.

[Arrow] The fund intends to invest at least 65% of its total assets in a
diversified portfolio of high yield, high risk fixed income securities
(commonly referred to as "junk bonds").

[Arrow] The fund may invest 35% of its total assets in foreign securities,
including emerging market securities.

[Arrow] The fund may also invest in:

[bullet] equity securities; and

[bullet] deferred and zero coupon bonds.

[Arrow] The adviser will seek to minimize risk through diversification and
continual evaluation of current developments in interest rates and
economic conditions. This may cause the fund to experience a high
portfolio turnover rate as compared to other mutual funds.

Phoenix-Goodwin High Yield Fund 31

<PAGE>

PRINCIPAL RISKS

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

The adviser intends to select investments that it believes will provide high
current income. If the adviser misjudges the return potential, or the ability of
issuers to make scheduled principal and interest payments, the fund's returns
may be lower than prevailing returns and the fund's income available for
distribution maybe less than that of other funds. Neither the fund nor the
adviser can assure you that a particular level of income will consistently be
achieved.

This fund will invest in high risk, high yield fixed income securities (so
called "junk bonds"). Junk bonds present a greater risk that the issuer will not
be able to make interest or principal payments on time. If interest and
principal payments are not made, the fund would lose income and could expect a
decline in the market value of the securities. Analysis of junk bonds is also
more complex than for higher rated securities, making it more difficult for the
adviser to accurately predict return and risk.

This fund may invest in unrated securities. Unrated securities may not have as
broad a market as rated securities making them more difficult to sell. This
could cause the security to lose value.

The fund may invest in government obligations. Obligations issued or guaranteed
by federal, state, and municipal governments, agencies, authorities and
instrumentalities only guarantee principal and interest will be timely paid to
holders of the securities. The entities do not guarantee that the value of fund
shares will increase.

The fund may experience a high turnover rate. Frequent and active trading may
increase transaction costs for the fund and may increase capital gains
distributions, resulting in greater tax liability to you.

The fund may invest in deferred coupon and zero coupon securities. The market
prices of these securities generally are more volatile than the market prices of
securities that pay interest at regular intervals. The fund may still have to
distribute, on a current basis, interest earned on these securities but not yet
paid to the fund. In order to satisfy its distribution requirements, the fund
may have to distribute cash obtained from other sources.

32 Phoenix-Goodwin High Yield Fund

<PAGE>

PERFORMANCE TABLES

The bar chart below provides an indication of the risks of investing in the
Phoenix-Goodwin High Yield Fund by showing changes in the fund's Class A Shares
performance from year to year over a 10-year period(1). The table below shows
how the fund's average annual returns for one, five and ten years 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.

HIGH YIELD FUND

[Graphic Omitted]

CALENDAR YEAR ANNUAL RETURN (%)
1989 -0.95
1990 -1.08
1991 24.67
1992 16.96
1993 21.48
1994 -7.97
1995 17.72
1996 17.73
1997 13.61
1998

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 10.35% (quarter ending June
30, 1995) and the lowest return for a quarter was (13.86)% (quarter ending
September 30, 1998). Year to date performance (through January 31, 1999) was
____%.

Phoenix-Goodwin High Yield Fund 33

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns One Year Five Years Ten Years Life of the Fund(2)
(for the periods ending 12/31/98)(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares
- ------------------------------------------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------------------------------------------
Class C Shares
- ------------------------------------------------------------------------------------------------------------------
CS First Boston High Yield Index(3)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Class A Shares July 28, 1980, Class B Shares since July 15, 1994, and
Class C Shares since February 27, 1998.

(3) The CS First Boston High Yield Index is an unmanaged but commonly used index
that tracks the returns of all new publicly offered debt of more than $75
million rated below BBB or BBB/BB+. The index's performance does not reflect
sales charges.

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

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

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None None
Maximum Deferred Sales Charge (load) (as a percentage of 1% during the
the lesser of the value redeemed or the amount invested) None 5%(a) first year
Maximum Sales Charge (load) Imposed on Reinvested Dividends None None None
Redemption Fee None None None
Exchange Fee None None None
---------------------------------------------------------

CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------- ------- -------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.65% 0.65% 0.65%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00% 1.00%
Other Expenses 0.22% 0.22% 0.22%
---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.12% 1.87% 1.87%
==== ==== ====

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

34 Phoenix-Goodwin High Yield 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.

- --------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Class A $584 $814 $1,063 $1,773
- --------------------------------------------------------------------------------
Class B $590 $788 $1,011 $1,995
- --------------------------------------------------------------------------------
Class C $290 $588 $1,011 $2,190
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Class A $584 $814 $1,063 $1,773
- --------------------------------------------------------------------------------
Class B $190 $588 $1,011 $1,995
- --------------------------------------------------------------------------------
Class C $190 $588 $1,011 $2,190
- --------------------------------------------------------------------------------

INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Goodwin High Yield Fund has a primary investment objective to seek high
current income and a secondary objective of capital growth. The fund will
consider capital growth when it is consistent with the objective of high current
income. There is no guarantee that the fund will achieve its objectives.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, at least 80% of the fund's total assets will be
invested in fixed income securities and preferred stock, including:

Phoenix-Goodwin High Yield Fund 35

<PAGE>

[bullet] debt obligations,

[bullet] certificates of deposit,

[bullet] commercial paper,

[bullet] bankers acceptances,

[bullet] government obligations, issued or guaranteed by federal,
state or municipal governments, their agencies or
instrumentalities,

[bullet] loan participations in secured and unsecured corporate loans,
and

[bullet] convertible debt securities, preferred stock and convertible
preferred stock.

The fund intends to invest at least 65% of its total assets in high yield, high
risk securities (so called "junk bonds"). The high yields on these securities
often reflect the greater risks associated with investing in these types of
securities. High yield, high risk securities are in the lower rating categories,
or if unrated, of comparable, limited quality. Credit ratings are established by
nationally recognized statistical rating organizations (NRSROs). The fund will
only invest in securities in an NRSRO's lowest rating category when the adviser
believes that the financial condition of the issuer or protections afforded to
the securities is stronger than the rating indicates.

The fund may invest in securities in higher rating categories when the adviser
believes the investment is consistent with the fund's investment objective.
Please see the Statement of Additional Information for a detailed list of rating
categories.

The fund may invest up to 35% of its net assets in securities of foreign
(non-U.S.) issuers. The fund may invest in a broad range of foreign securities,
including equity, debt and convertible securities and foreign government
securities. Issuers may be in established market countries and emerging market
countries.

[bullet] Higher yields than common stocks but lower yields than
comparable nonconvertible securities;

[bullet] Typically less fluctuation in value than the "underlying"
common stock, that is, the common stock that the investor
receives if he converts;

[bullet] The potential for capital appreciation if the market price of
the underlying common stock increases.

36 Phoenix-Goodwin High Yield Fund

<PAGE>

The fund may invest in equity securities when such investments are consistent
with its primary objective or are acquired as part of a unit consisting of a
combination of fixed income and equity securities.

The fund may invest in deferred coupon and zero coupon debt obligations. These
securities do not make any interest payments for a specified period of time
prior to maturity or until maturity.

The adviser will seek to minimize risk through diversification and continual
evaluation of current developments in interest rates and economic conditions.
This may cause the fund to experience a high portfolio turnover rate as compared
to other mutual funds.

Temporary Defensive Strategy. If the adviser believes that market conditions are
not favorable to the fund's principal strategies, the fund may hold on to its
cash or invest with out limit in cash equivalents or other fixed income
securities. When this happens, the fund may not achieve its investment
objective.

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

RISKS RELATED TO INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

GENERAL

The fund's focus is high current income. The adviser intends to select
investments that provide returns that are higher than prevailing returns on most
fixed income securities. If the adviser misjudges the return potential of
selected investments, the fund's returns may be lower than prevailing returns,
and the fund's income available for distribution to shareholders may be less, on
a relative basis, than other fixed income opportunities. Similarly, if the
adviser misjudges the ability of the issuer of a portfolio security to make
scheduled interest or other income payments to the fund, the fund's income
available for distribution to shareholders may decrease. Neither the fund nor
the adviser can assure you that a particular level of income will consistently
be achieved.

In addition to these general risks of investing in the fund, there are several
specific risks of investing in the fund that you should note.

HIGH RISK-HIGH YIELD SECURITIES

The fund will invest in securities that are high risk, high yield securities.
Although these securities provide greater income and opportunity for capital
appreciation than investments in higher grade securities, they also typically
entail greater price volatility and principal and interest risk. There is a
greater risk that an issuer will not be able to make principal and

Phoenix-Goodwin High Yield Fund 37

<PAGE>

interest payments on time. Lower rated securities may not trade as often and
may be less liquid than higher rated securities. Fund expenses could increase if
the fund were to pursue recovery of missed income payments. Achievement of fund
goals will be more dependent on the adviser's ability than if the fund invested
in securities in higher rating categories because analysis of the
creditworthiness of issuers of below investment grade securities may be more
complex than for higher grade securities, making it more difficult for the
adviser to accurately predict risk.

HIGH TURNOVER RATE

FOREIGN INVESTING

[bullet] differences in accounting, auditing and financial reporting
standards,

[bullet] generally higher commission rates on foreign portfolio
transactions,

[bullet] differences and inefficiencies in transaction settlement
systems,

[bullet] the possibility of expropriation or confiscatory taxation,

[bullet] adverse changes in investment or exchange control
regulations,

[bullet] political instability, and

[bullet] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the fund's portfolio.

38 Phoenix-Goodwin High Yield Fund

<PAGE>

national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payment positions.

FOREIGN CURRENCY

Portions of the fund's assets may be invested in securities denominated in
foreign currencies. Changes in foreign exchange rates will affect the value of
those securities denominated or quoted in currencies other than the U.S. dollar.
The forces of supply and demand in the foreign exchange markets determine
exchange rates and these forces are in turn affected by a range of economic,
political, financial, governmental and other factors. Exchange rate fluctuations
can affect the fund's net asset value (share price) and dividends either
positively or negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S. dollar. Exchange
rates fluctuate over both the long and short terms.

[bullet] Known trends or uncertainties related to the Euro conversion
that an issuer reasonably expects will have a material impact
on revenues, expenses or income from its operations;

[bullet] Currency exchange rate risk and derivatives exposure
(including the disappearance of price sources, such as
certain interest rate indices); and

[bullet] Potential tax consequences.

EMERGING MARKET INVESTING

Phoenix-Goodwin High Yield Fund 39

<PAGE>

developing countries may impose limitations on foreign ownership to prevent,
among other concerns, violation of foreign investment limitations.

GOVERNMENT SECURITIES

Obligations issued or guaranteed by federal, state, and municipal governments,
agencies, authorities and instrumentalities only guarantee principal and
interest will be timely paid to holders of the securities. The entities do not
guarantee that the value of fund shares will increase.

DEFERRED COUPON AND ZERO COUPON BONDS

The market prices of deferred coupon and zero coupon bonds generally are more
volatile than the market prices of securities that pay interest on a regular
basis. Because the fund will not receive cash payments earned on these
securities on a current basis, the fund may have to distribute cash obtained
from other sources in order to satisfy distribution requirements. This may
require that certain securities be sold to supply cash for distributions at a
time that is less favorable than if the fund were not required to sell such
securities, and such sales may adversely affect the fund's turnover rate.

UNRATED SECURITIES

The fund may invest in unrated securities. Unrated securities may not be lower
in quality then rated securities but due to their perceived risk they may not
have as broad a market as rated securities. Analysis of unrated securities is
more complex than for rated securities, making it more difficult for the adviser
to accurately predict risk.

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

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

THE ADVISER

Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser

40 Phoenix-Goodwin High Yield Fund

<PAGE>

for 14 other mutual funds, as subadviser to three mutual funds and as adviser to
institutional clients. As of December 31, 1998, Phoenix had $____ billion in
assets under management. Phoenix has acted as an investment adviser for over
sixty years.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.65% 0.60% 0.55%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$3,942,021. The ratio of management fees to average net assets for the fiscal
year ended October 31, 1998 was 0.65%.

PORTFOLIO MANAGEMENT

Investment and trading decisions for the fund are made by a team of fixed income
professionals lead by Timothy P. Norman, Managing Director, Fixed Income, of
Phoenix. Mr. Norman is also Executive Vice President of Duff & Phelps Investment
Management Co., an affiliate of Phoenix, where he serves as a senior member of
the fixed income management group responsible for the management of
approximately $10 billion. Mr. Norman is a Chartered Financial Analyst and has
held various investment management positions with Duff & Phelps Investment
Management Co. since 1987.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

Phoenix-Goodwin High Yield Fund 41

<PAGE>

by December 31, 1998 and tested by June 1999. The total cost to become Year 2000
compliant is not an expense of the fund and is not expected to have a material
impact on the operating results of Phoenix.

42 Phoenix-Goodwin High Yield Fund

<PAGE>

PHOENIX-GOODWIN MONEY MARKET FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES

Phoenix-Goodwin Money Market Fund has an investment objective of seeking as high
a level of current income as is consistent with the preservation of capital and
maintenance of liquidity. There is no guarantee that the fund will achieve the
objective.

PRINCIPAL INVESTMENT STRATEGIES

[Arrow] The fund seeks to maintain a stable $1.00 per share price.

[Arrow] The fund will invest in a diversified portfolio of high quality money
market instruments with maturities of 397 days or less. The average
maturity of the fund's portfolio securities, based on their dollar
value, will not exceed 90 days.

[Arrow] The fund will invest exclusively in the following instruments:

[bullet] Obligations issued or guaranteed by the U.S. government,
agencies, authorities and instrumentalities;

[bullet] Obligations issued by banks and savings and loan
associations, including dollar-denominated obligations of
foreign branches of U.S. banks and U.S. branches of foreign
banks;

[bullet] Dollar-denominated obligations guaranteed by banks or savings
and loan associations;

[bullet] Federally insured obligations of other banks or savings and
loan associations;

[bullet] Commercial paper;

[bullet] Short-term corporate obligations; and

[bullet] Repurchase agreements.

[Arrow] At least 95% of the fund's total assets will be invested in securities
in the highest short-term rating category. Generally, investments will
be limited to securities in the two highest short-term rating
categories.

[Arrow] The fund may invest more than 25% of its assets in the domestic banking
industry.

[Arrow] The fund may forego purchasing securities with the highest available
yield due to considerations of liquidity and safety of principal.

[Arrow] The adviser will buy, sell and trade securities in anticipation of, or
in response to, changing economic and money market conditions and
trends. This, and the short-term nature of money market instruments,
may result in a high portfolio turnover rate.

Phoenix-Goodwin Money Market Fund 43

<PAGE>

PRINCIPAL RISKS

An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

The fund's focus is to optimize current income. The adviser intends to select
investments that provide higher returns relative to overall money market
investment returns while preserving capital and maintaining liquidity. If the
adviser misjudges the return potential or the ability of the issuer to make
scheduled income and principal payments, the fund's returns may be lower than
prevailing returns and the fund's income available for distribution may be less.
Neither the fund nor the adviser can assure you that a particular level of
income will consistently be achieved.

The adviser intends to select investments that optimize the fund's yield while
preserving capital and maintaining liquidity. Because market conditions and
interest rates determine portfolio security yields, neither the fund nor the
adviser can assure you that the fund's yield will remain constant or that a
particular level of income will be achieved.

A security's short-term investment rating may decline, increasing the chances
the issuer may not be able to make principal and interest payments on time. This
may reduce the fund's stream of income and decrease the fund's yield.

Obligations issued or guaranteed by the U.S. government, its agencies,
authorities and instrumentalities, or guaranteed or insured by banks only
guarantee or insure principal and interest will be timely paid to holders of the
securities. The entities do not guarantee that the value of fund shares will
increase.

The fund may invest in repurchase agreements. If the seller of the repurchase
agreement does not repurchase the underlying securities, the fund may incur a
loss.

44 Phoenix-Goodwin Money Market Fund

<PAGE>

PERFORMANCE TABLES

The bar chart below provides an indication of the risks of investing in the
Phoenix-Goodwin Money Market Fund by showing changes in the fund's Class A
Shares performance from year to year over a 10-year period(1).

MONEY MARKET FUND

[Graphic Omitted]

CALENDAR YEAR ANNUAL RETURN(%)
1989 8.80
1990 7.82
1991 5.70
1992 3.28
1993 2.53
1994 3.54
1995 5.44
1996 4.73
1997 4.92
1998

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was ____% (quarter ending
____________) and the lowest return for a quarter was ____% (quarter ending
____________). Year to date performance (through January 31, 1999) was ____%.

The fund's 7-day yield on December 31, 1998 was _____%.

Phoenix-Goodwin Money Market Fund 45

<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
SHARES SHARES
------ ------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) None None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(a)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None
Redemption Fee None None
Exchange Fee None None
--------------------------------------------------------

CLASS A CLASS B
SHARES SHARES
------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.40% 0.40%
Distribution and Service (12b-1) Fees (b) None 0.75%
Other Expenses 0.33% 0.33%
----- -----
TOTAL ANNUAL FUND OPERATING EXPENSES 0.73% 1.48%
===== =====
</TABLE>

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

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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $75 $233 $406 $906
- ------------------------------------------------------------------------------------------------------------------
Class B $551 $668 $808 $1,565
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

46 Phoenix-Goodwin Money Market Fund

<PAGE>

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

<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $75 $233 $406 $906
- ------------------------------------------------------------------------------------------------------------------
Class B $151 $468 $808 $1,565
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

The adviser will seek a high level of return relative to the market by selecting
securities for the fund's portfolio in anticipation of, or in response to,
changing economic conditions and money market conditions and trends. The adviser
may not purchase securities with the highest available yield if the adviser
believes that such an investment is inconsistent with the fund objectives of
preservation of capital and maintenance of liquidity.

The fund will invest in a diversified portfolio of high quality money market
instruments with maturities of 397 days or less. The average maturity of the
fund's portfolio securities, based on their dollar value, will not exceed 90
days.

The following money market instruments are the only investments the fund will
have in its portfolio at any time:

[bullet] Obligations issued or guaranteed by the U.S. government,
agencies, authorities and instrumentalities, including U.S.
Treasury obligations, securities issued by the Government
National Mortgage Association (GNMA), the Federal Home Loan
Mortgage Corporation (FHLMC), the Federal National Mortgage
Association (FNMA) and Student Loan Marketing Association
(SLMA) and other federal agencies;

[bullet] Obligations issued by banks and savings and loan
associations, including dollar-denominated obligations of
foreign branches of U.S. banks and U.S. branches of foreign
banks, including certificates of deposits and bankers
acceptances;

[bullet] Dollar-denominated obligations guaranteed by banks or savings
and loan associations;

Phoenix-Goodwin Money Market Fund 47

<PAGE>

[bullet] Federally insured obligations of other banks or savings and
loan associations;

[bullet] Commercial paper;

[bullet] Short term corporate obligations; and

[bullet] Repurchase agreements. A repurchase agreement is a
transaction where a fund buys a security from a seller and
the seller agrees to buy that same security back at an agreed
upon date and price. The adviser will only enter into
repurchase agreements with those sellers that it deems
creditworthy.

Investments in the fund will generally be limited to securities in the two
highest short-term rating categories with at least 95% of the fund's total
assets invested in securities in the highest rating category. Securities in the
highest rating category carry the smallest degree of investment risk.

The fund may invest more than 25% of its assets in the domestic banking
industry.

The short-term nature of money market instruments and the fund's strategies may
result in a higher turnover rate as compared to other types of mutual funds.

RISKS RELATED TO INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

GENERAL

The fund's focus is to optimize current income. The adviser intends to select
investments that provide higher returns relative to overall money market
investment returns while preserving capital and maintaining liquidity. If the
adviser misjudges the return potential of fund investments, the fund's returns
may be lower than prevailing returns, and the fund's income available for
distribution to shareholders may be less. Similarly, if the adviser misjudges
the ability of the issuer of a portfolio security to make scheduled interest or
other income payments to the fund, the fund's income available for distribution
to shareholders may decrease. Neither the fund nor the adviser can assure you
that a particular level of income will consistently be achieved.

In addition to these general risks of investing in the fund, there are several
specific risks of investing in the fund that you should note.

48 Phoenix-Goodwin Money Market Fund

<PAGE>

INVESTMENTS NOT GUARANTEED

Unlike cash held in a bank, investments in the fund are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

NET ASSET VALUE LESS THAN $1.00

If the net asset value drops below $1.00 per share, you could lose money.

CREDIT RATING DECREASE

REPURCHASE AGREEMENTS

If a seller of a repurchase agreement defaults and does not repurchase the
underlying securities, the fund may incur a loss if the value of the underlying
securities declines. Disposition costs may be incurred in connection with
liquidating the underlying securities. If the seller enters into bankruptcy, the
fund may never receive the purchase price or it may be delayed or limited.

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

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

THE ADVISER

Subject to the direction of the fund's Board of Trustees, Phoenix is responsible
for managing the fund's investment program and the day-to-day management of the
fund's portfolio.

Phoenix-Goodwin Money Market Fund 49

<PAGE>

Phoenix manages the fund's assets to conform with the investment policies as
described in this prospectus. The fund pays Phoenix a monthly investment
management fee that is accrued daily against the value of the fund's net assets
at the following rates.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
1st billion $1+ billion through $2 billion $2+ billion
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.40% 0.35% 0.30%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$786,202. The ratio of management fees to average net assets for the fiscal year
ended December 31, 1998 was 0.40%.

PORTFOLIO MANAGEMENT

Julie Sapia is the portfolio manager of the fund and as such is primarily
responsible for the day-to-day management of its investments. Ms. Sapia has
served as Director, Money Market Trading of Phoenix since 1997 and from 1991
until 1997 served in various money market investment management positions of
increasing responsibility with Phoenix and Phoenix Home Life Mutual Insurance
Company. She also is Vice President of The Phoenix Edge Series Fund, Phoenix
Duff & Phelps Institutional Mutual Funds and Phoenix-Aberdeen Series Fund and
serves as portfolio manager for certain series of each of those funds.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

50 Phoenix-Goodwin Money Market Fund

<PAGE>

PHOENIX-GOODWIN U.S. GOVERNMENT SECURITIES FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES

Phoenix-Goodwin U.S. Government Securities Fund has an investment objective to
seek current income consistent with the preservation of capital. There is no
guarantee that the fund will achieve the objective.

PRINCIPAL INVESTMENT STRATEGIES

[Arrow] The fund intends to invest 65% of its total assets in:

[bullet] securities issued or guaranteed as to principal and interest
by the U.S. government, its agencies or instrumentalities,

[bullet] securities supported by the ability to borrow from the U.S.
Treasury, and

[bullet] securities otherwise supported by the U.S. Government,
including Government National Mortgage Association (GNMA)
Certificates.

[Arrow] The fund may invest up to 35% of its net assets in short-term
instruments.

[Arrow] The fund may invest up to 35% of its net assets in investment grade
securities, including taxable municipal bonds, nonagency-backed
securities and corporate bonds.

[Arrow] The fund may invest in debt, mortgage-backed securities and
Collateralized Mortgage Obligations (CMOs) issued by the Federal
National Mortgage Association ("FNMA") and by the Federal Home Loan
Mortgage Corporation ("FHLMC").

PRINCIPAL RISKS

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

The adviser intends to select investments that it believes will provide current
income. If the adviser misjudges the return potential, or the ability of issuers
to make scheduled principal and interest payments, the fund's returns may be
lower than prevailing returns and the fund's income available for distribution
may be less than other funds. Neither the fund nor the adviser can assure you
that a particular level of income will consistently be achieved.

Obligations issued or guaranteed by the U.S. government, agencies, authorities
and instrumentalities only guarantee principal and interest will be timely paid
to holders of the securities. The entities do not guarantee that the value of
fund shares will increase.

This fund may invest in mortgage-backed securities and CMOs. A portion of the
cash flow from these securities may be from early payoff of some of the
underlying loans. Early payoffs may result in the fund receiving less income
than originally anticipated. In the event of very

Phoenix-Goodwin U.S. Government Securities Fund 51

<PAGE>

high prepayments, the fund may be required to invest the proceeds at a lower
interest rate, causing the fund to earn less than if the prepayments had not
occurred.

The fund may also invest in municipal bonds. Principal and interest payments may
not be guaranteed by the issuing body and may be payable only from monies
derived from a particular source (so called "revenue bonds"). If the source does
not perform as expected, principal and income payments may not be made on time
or at all.

PERFORMANCE TABLES

The bar chart below provides an indication of the risks of investing in the
Phoenix-Goodwin U.S. Government Securities Fund by showing changes in the fund's
Class A Shares performance from year to year over a 10-year period(1). The table
below shows how the fund's average annual returns for one, five and ten years
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.

U.S. GOVERNMENT SECURITIES FUND

[Graphic Omitted]

CALENDAR YEAR ANNUAL RETURN (%)
1989 11.73
1990 8.20
1991 14.04
1992 8.02
1993 7.95
1994 -3.34
1995 17.24
1996 1.93
1997 9.19
1998

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 6.91% (quarter ending June 30,
1989) and the lowest return for a quarter was (2.73)% (quarter ending March 31,
1994). Year to date performance (through January 31, 1999) was ____%.

52 Phoenix-Goodwin U.S. Government Securities Fund

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98)(1) One Year Five Years Ten Years Life of the Fund(2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares
- -----------------------------------------------------------------------------------------------------------------
Class B Shares
- -----------------------------------------------------------------------------------------------------------------
Lehman Brothers Government Bond Index(3)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Class A Shares since March 9, 1987 and Class B Shares since February 24,
1994.

(3) The Lehman Brothers Government Bond Index is an unmanaged but commonly used
measure of non-mortgaged government securities performance. The index's
performance does not reflect sales charges.

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
SHARES SHARES
------ ------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(a)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None
Redemption Fee None None
Exchange Fee None None
--------------------------------------------------------

CLASS A CLASS B
SHARES SHARES
------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.45% 0.45%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses 0.30% 0.30%
----- -----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.00% 1.75%
===== =====
</TABLE>

Phoenix-Goodwin U.S. Government Securities Fund 53

<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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $572 $778 $1,001 $1,641
- ------------------------------------------------------------------------------------------------------------------
Class B $578 $751 $949 $1,864
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $572 $778 $1,001 $1,641
- ------------------------------------------------------------------------------------------------------------------
Class B $178 $551 $949 $1,864
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

At least 65% of fund assets will be invested in securities which are:

[bullet] issued or guaranteed by the U.S. Government or its agencies
and instrumentalities,

[bullet] supported by the ability to borrow from the U.S. Treasury or
by the credit of an agency or instrumentality, and

[bullet] securities otherwise supported by the U.S. Government.

54 Phoenix-Goodwin U.S. Government Securities Fund

<PAGE>

The fund may invest in debt, mortgage-backed securities and Collateralized
Mortgage Obligations (CMOs) issued by the Federal National Mortgage Association
("FNMA") and by the Federal Home Loan Mortgage Corporation ("FHLMC").

U. S. Government securities include U.S. Treasury Obligations and obligations
issued by U.S. government agencies and instrumentalities such as securities
issued by the Federal Housing Administration, the Department of Housing and
Urban Development, the Export-Import Bank, the General Services Administration
and the Maritime Administration, and certain securities issued by the Farmers
Home Administration and the Small Business Administration.

The fund may invest in repurchase agreements. A repurchase agreement is a
transaction where a fund buys a security from a seller and the seller agrees to
buy that same security back at an agreed upon date and price. The adviser will
enter into repurchase agreements only with those sellers that it deems
creditworthy.

The fund may invest in mortgage-backed securities including, GNMA Certificates
and securities issued by the Federal National Mortgage Association ("FNMA") and
by the Federal Home Loan Mortgage Corporation ("FHLMC"). Mortgage pass through
securities are interests in pools of mortgage loans, assembled and issued by
various governmental, government related, and private organizations. These
securities provide a monthly payment consisting of both principal and interest
payments. In effect, these payments are a "pass through" of the monthly payments
made by individual borrowers on their residential or commercial mortgage loans.

Mortgage-backed securities also include collateralized mortgage obligations
(CMOs), which generally include debt instruments collateralized by mortgage
loans or mortgage pass throughs. Additional payments on mortgage-backed
securities are caused by repayment of principal resulting from the sale of the
underlying property, refinancing or foreclosure.

The fund may invest up to 35% of its net assets in short-term instruments,
including bank certificates of deposits and time deposits, banker's acceptances
and repurchase agreements.

The fund may invest up to 35% of its net assets in investment grade securities,
including taxable municipal bonds, non-agency mortgage-backed securities and
corporate bonds.

The fund may invest in municipal bonds. Generally, municipal bonds may be
general obligations secured by the issuers faith, credit and taxing power to pay
principal and interest or revenue bonds, that pay principal and interest from
monies derived from a specific source. The adviser may invest in municipal bonds
when the relative value of municipal bonds is more attractive to the adviser
than U.S. government securities.

Phoenix-Goodwin U.S. Government Securities Fund 55

<PAGE>

RISKS RELATED TO INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

GENERAL
The fund's focus is current income consistent with the preservation of capital.
The adviser intends to select investments that provide current returns while
preserving capital. If the adviser misjudges the return potential of any of the
fund's portfolio securities, the fund's returns may be lower than prevailing
returns, and the fund's income available for distribution to shareholders may be
less, on a relative basis, than other funds. Similarly, if the adviser misjudges
the ability of the issuer of a portfolio security to make scheduled interest or
other income payments to the fund, the fund's income available for distribution
to shareholders may decrease. Neither the fund nor the adviser can assure you
that a particular level of income will consistently be achieved.

The value of your shares is based on the market value of the fund's investments.
In the case of fixed income securities and other securities that have relatively
fixed levels of return, the value of the security will be directly affected by
trends in interest rates and the overall condition of credit markets. For
example, in times of rising interest rates, the value of these types of
securities tends to decrease. When interest rates fall, the value of these
securities tends to rise. To the extent that the fund's investments are
negatively affected by changes in economic conditions fund share values may
decline.

In addition to these general risks of investing in the fund, there are several
specific risks of investing in the fund that you should note.

GOVERNMENT SECURITIES

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

It is difficult to predict cash flows from mortgage-backed securities. Payments
of principal and interest on the underlying mortgages may be allocated among
classes in a variety of ways, and the inability to determine specific amounts
and timing of prepayments of the underlying loans make it difficult to
accurately predict cash flow. The variability of prepayments will tend to limit
price gains when interest rates drop and exaggerate price declines when interest
rates rise.

In the event of high prepayments, the fund may be required to invest these
proceeds at a lower interest rate, causing the fund to earn less than if the
prepayments had not occurred. Generally, prepayments will increase during a
period of falling interest rates.

56 Phoenix-Goodwin U.S. Government Securities Fund

<PAGE>

MUNICIPAL BONDS

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

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

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

THE ADVISER

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
1st billion $1+ billion through $2 billion $2+ billion
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.45% 0.40% 0.35%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$833,864. The ratio of management fees to average net assets for the fiscal year
ended October 31, 1998 was 0.45%.

Phoenix-Goodwin U.S. Government Securities Fund 57

<PAGE>

PORTFOLIO MANAGEMENT

Christopher Saner and Andrew Szabo have served as co-portfolio managers of the
fund since January 1998 and as such are primarily responsible for the day-to-day
management of the fund's portfolio. Messrs. Saner and Szabo are Managing
Directors of Phoenix.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

58 Phoenix-Goodwin U.S. Government Securities Fund

<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:

[Arrow] adding the values of all securities and other assets of the fund,

[Arrow] subtracting liabilities, and

[Arrow] dividing 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 that are deducted for the assets of each class. Expenses and
liabilities that are not class specific (such as management fees) are allocated
to each class in proportion to each class's net assets, except 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's 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.
Trading of securities held by the fund in foreign markets may negatively or
positively impact the value of such securities on days when the fund neither
trades securities nor calculates its net asset values (i.e., weekends and
certain holidays).

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

Phoenix Series Fund 59

<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 two classes of shares of each fund, and one additional
class of shares of the High Yield Fund. Each class of shares has 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. The 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").

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

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

60 Phoenix Series Fund

<PAGE>

inappropriate for any investor who may qualify for reduced sales charges of
Class A Shares and anyone who is over 85 years of age. The underwriter may
decline purchases in such situations.

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

INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES

The public offering price of Class A Shares is the net asset value plus a sales
charge that varies depending on the size of your purchase (see "Class A
Shares--Reduced Sales Charges: Combination Purchase Privilege" in the Statement
of Additional Information). Shares purchased based on the automatic reinvestment
of income dividends or capital gains distributions are not subject to any sales
charges. The sales charge is divided between your investment dealer and the
fund's underwriter (Phoenix Equity Planning Corporation or "PEPCO").

SALES CHARGE YOU MAY PAY TO PURCHASE CLASS A SHARES

SALES CHARGE AS
A PERCENTAGE OF
--------------------------------
AMOUNT OF NET
TRANSACTION OFFERING AMOUNT
AT OFFERING PRICE PRICE INVESTED
- ----------------------------------------------------------------------
Under $50,000 4.75% 4.99%
$50,000 but under $100,000 4.50 4.71
$100,000 but under $250,000 3.50 3.63
$250,000 but under $500,000 3.00 3.09
$500,000 but under $1,000,000 2.00 2.04
$1,000,000 or more None None

DEFERRED SALES CHARGE ALTERNATIVE--CLASS B AND C SHARES

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

Phoenix Series Fund 61

<PAGE>

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS B SHARES

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

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS C SHARES

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

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

OPENING AN ACCOUNT

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

STEP 1.

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

Minimum INITIAL investments:

[Arrow] $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).

[Arrow] 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.

[Arrow] $500 for all other accounts.

Minimum ADDITIONAL investments:

[Arrow] $25 for any account.

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

STEP 2.

Your second choice will be what class of shares to buy. The fund offers three
classes of shares for individual investors. Each has different sales and
distribution charges. Because all future

62 Phoenix Series Fund

<PAGE>

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:

[Arrow] Receive both dividends and capital gain distributions in additional
shares

[Arrow] Receive dividends in cash and capital gain distributions in additional
shares

[Arrow] Receive both dividends and capital gain distributions in cash

No interest will be paid on uncashed distribution checks.

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

Phoenix Series Fund 63

<PAGE>

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 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.

<TABLE>
<CAPTION>
- ------------------------------------ -----------------------------------------------------------------------------
TO SELL SHARES
- ------------------------------------ -----------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.
- ------------------------------------ -----------------------------------------------------------------------------
Through the mail Send a letter of instruction and any share certificates (if you hold
certificate shares) to: State Street Bank, P.O. Box 8301, Boston, MA
02266-8301. Be sure to include the registered owner's name, fund and
account number, number of shares or dollar value you wish to sell.
- ------------------------------------ -----------------------------------------------------------------------------
By telephone For sales up to $50,000 requests can be made by calling 1-800-243-1574.
- ------------------------------------ -----------------------------------------------------------------------------
By telephone exchange Call us at 1-800-243-1574 (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.

64 Phoenix Series Fund

<PAGE>

REDEMPTIONS BY MAIL

[Arrow] Send a clear letter of instructions if all of these apply:

[bullet] Your shares are registered individually, jointly, or as
custodian under the Uniform Gifts to Minors Act or Uniform
Transfers to Minors Act.

[bullet] The proceeds do not exceed $50,000.

[bullet] The proceeds are payable to the registered owner at the
address on record.

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

[bullet] You are selling more than $50,000 worth of shares.

[bullet] The name or address on the account has changed within the
last 60 days.

[bullet] You want the proceeds to go to a different name or address
than on the account.

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

The signature on your request must be guaranteed 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.

Phoenix Series Fund 65

<PAGE>

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

ACCOUNT REINSTATEMENT PRIVILEGE

For 180 days after you sell your Class A, B or C shares, you can purchase Class
A Shares of any fund at net asset value, with no sales charge, by reinvesting
all or part of your proceeds, but not more. Send your written request to State
Street Bank, P.O. Box 8301, Boston, MA 02266-8301. You can call us at
1-800-243-1574 for more information.

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

REDEMPTION OF SMALL ACCOUNTS

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

EXCHANGE PRIVILEGES

You should read the prospectus carefully before deciding to make an exchange.
You can obtain a prospectus from your financial advisor or by calling us at
1-800-243-4361 or accessing our Web site at www.phoenixinvestments.com.

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

[bullet] Exchanges may be made by phone (1-800-243-1574) or by mail
(State Street Bank, P.O. Box 8301, Boston, MA 02266-8301).

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

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

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

66 Phoenix Series Fund

<PAGE>

RETIREMENT PLANS

Shares of the fund may be used as investments under the following qualified
prototype retirement plans: traditional IRA, rollover IRA, SIMPLE IRA, Roth IRA,
401(k) plans, profit-sharing, money purchase plans, and 403(b) plans. For more
information, call 1-800-243-4361.

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

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

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

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

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

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.

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

The fund plans to make distributions from net investment income at intervals
stated on the table below and to distribute net realized capital gains, if any,
at least annually.

Phoenix Series Fund 67

<PAGE>

- --------------------------------------------------------------------------------
FUND DIVIDEND PAID
- --------------------------------------------------------------------------------
Aggressive Growth Fund Semiannually
- --------------------------------------------------------------------------------
Balanced Fund Quarterly
- --------------------------------------------------------------------------------
Growth Fund Semiannually
- --------------------------------------------------------------------------------
High Yield Fund Monthly
- --------------------------------------------------------------------------------
Money Market Fund Daily
- --------------------------------------------------------------------------------
U.S. Government Securities Fund Monthly
- --------------------------------------------------------------------------------

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 gains
distributions, are taxable to shareholders as long-term capital gain
distributions regardless of the length of time you have owned your shares.

68 Phoenix Series Fund

<PAGE>

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

These tables are intended to help you understand the funds' financial
performance since inception. Certain information reflects financial results for
a single fund share. The total returns in the table represent the rate that an
investor would have earned on an investment in the fund (assuming reinvestment
of all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, independent accountants. Their report, together
with the funds' financial statements, are included in the funds' most recent
Annual Report, which is available upon request.

PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND

<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $17.20 $16.84 $16.51 $13.33 $14.56
INCOME FROM INVESTMENT OPERATIONS(3)
Net investment income (loss) (0.03)(2) (0.08)(2) (0.13)(2) 0.06(2) 0.27
Net realized and unrealized gain (loss) 0.04 2.95 2.64 4.21 (0.21)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.01 2.87 2.51 4.27 0.06
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- (0.02) (0.19) (0.22)
Dividends from net realized gains (3.46) (2.51) (2.16) (0.90) (1.07)
------ ------ ------ ------ ------
In excess of net realized gains (0.03) -- -- -- --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.49) (2.51) (2.18) (1.09) (1.29)
------ ------ ------ ------ ------
Change in net asset value (3.48) 0.36 0.33 3.18 (1.23)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.72 $17.20 $16.84 $16.51 $13.33
====== ====== ====== ====== ======
Total return(1) 0.38% 19.67% 17.43% 35.14% 0.37%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $222,149 $246,002 $233,488 $180,288 $140,137
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.21 1.20% 1.20% 1.29% 1.26%
Net investment income (loss) (0.18)% (0.53)% (0.81)% 0.43% 1.97%
Portfolio turnover 176% 518% 401% 331% 306%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

(2) Computed using average shares outstanding.

(3) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.

Phoenix Series Fund 69

<PAGE>

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

PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND

<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------------
FROM
INCEPTION
YEAR ENDED OCTOBER 31, 7/21/94 TO
1998 1997 1996 1995 10/31/94
------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.76 $16.57 $16.38 $13.31 $13.09
INCOME FROM INVESTMENT OPERATIONS(5)
Net investment income (loss) (0.12)(4) (0.20)(4) (0.25)(4) 0.12(4) 0.02
Net realized and unrealized gain 0.03 2.90 2.60 4.26 (0.20)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (0.09) 2.70 2.35 4.14 0.22
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- (0.17) --
Dividends from net realized gains (3.46) (2.51) (2.16) (0.90) --
------ ------ ------ ------ ------
In excess of net realized gains (0.03) -- -- -- --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.49) (2.51) (2.16) (1.07) --
------ ------ ------ ------ ------
Change in net asset value (3.58) 0.19 0.19 3.07 0.22
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.18 $16.76 $16.57 $16.38 $13.31
====== ====== ====== ====== ======
Total return(1) (0.28)% 18.70% 16.52% 34.15% 1.68%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $14,157 $13,611 $10,466 $2,393 $330
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.96% 1.96% 1.95% 2.04% 1.81%(2)
Net investment income (loss) (0.93)% (1.28)% (1.57)% (0.83)% 1.45%(2)
Portfolio turnover 176%(3) 518% 401% 331% 306%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

(2) Annualized.

(3) Not annualized.

(4) Computed using average shares outstanding.

(5) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.

70 Phoenix Series Fund

<PAGE>

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

PHOENIX-GOODWIN BALANCED FUND

<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $18.07 $17.56 $17.04 $15.23 $16.64
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.42 0.48 0.48 0.52 0.48
Net realized and unrealized gain (loss) 0.90 2.38 1.46 1.80 (1.01)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.32 2.86 1.94 2.32 (0.53)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.40) (0.48) (0.49) (0.51) (0.49)
Dividends from net realized gains (2.70) (1.87) (0.93) -- (0.39)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.10) (2.35) (1.42) (0.51) (0.88)
------ ------ ------ ------ ------
Change in net asset value (1.78) 0.51 0.52 1.81 (1.41)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $16.29 $18.07 $17.56 $17.04 $15.23
====== ====== ====== ====== ======
Total return(1) 8.68% 18.04% 12.03% 15.52% (3.28)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,548,475 $1,702,385 $1,897,306 $2,345,440 $2,601,808
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 0.97% 0.98% 1.01% 1.02% 0.96%
Net investment income 2.41% 2.65% 2.74% 3.27% 3.03%
Portfolio turnover 138% 206% 191% 197% 159%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

Phoenix Series Fund 71

<PAGE>

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

PHOENIX-GOODWIN BALANCED FUND

<TABLE>
<CAPTION>
CLASS B
------------------------------------------------------------------
FROM
INCEPTION
YEAR ENDED OCTOBER 31, 7/15/94 TO
1998 1997 1996 1995 10/31/94
------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $18.04 $17.54 $17.01 $15.23 $15.27
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.30 0.35 0.35 0.40 0.09
Net realized and unrealized gain (loss) 0.90 2.37 1.47 1.80 (0.04)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.20 2.72 1.82 2.20 0.05
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.29) (0.35) (0.36) (0.42) (0.09)
Dividends from net realized gains (2.70) (1.87) (0.93) -- --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (2.99) (2.22) (1.29) (0.42) (0.09)
------ ------ ------ ------ ------
Change in net asset value (1.79) 0.50 0.53 1.78 (0.04)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $16.25 $18.04 $17.54 $17.01 $15.23
====== ====== ====== ====== ======
Total return(1) 7.91% 17.13% 11.24% 14.68% 0.34%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $32,988 $30,216 $26,209 $16,971 $4,629
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.72% 1.73% 1.76% 1.78% 1.65%(2)
Net investment income (loss) 1.66% 1.90% 1.96% 2.46% 2.36%(2)
Portfolio turnover 138% 206% 191% 197% 159%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

(2) Annualized.

(3) Not annualized.

72 Phoenix Series Fund

<PAGE>

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

PHOENIX-GOODWIN GROWTH FUND

<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $27.83 $26.87 $24.92 $21.24 $21.53
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.06)(2) 0.14(2) 0.20(2) 0.26 0.26
Net realized and unrealized gain (loss) 2.73 5.62 3.63 4.53 0.17
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.67 5.76 3.83 4.79 0.43
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.21) (0.25) (0.30) (0.24)
Dividends from net realized gains (5.55) (4.59) (1.63) (0.81) (0.48)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (5.55) (4.80) (1.88) (1.11) (0.72)
------ ------ ------ ------ ------
Change in net asset value (2.88) 0.96 1.95 3.68 (0.29)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $24.95 $27.83 $26.87 $24.92 $21.24
====== ====== ====== ====== ======
Total return(1) 12.26% 24.81% 16.34% 23.91% 2.06%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,434,217 $2,518,289 $2,347,471 $2,300,251 $2,140,458
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.08% 1.10% 1.17% 1.20% 1.19%
Net investment income (loss) (0.22)% 0.53% 0.80% 0.92% 1.22%
Portfolio turnover 110% 196% 116% 109% 118%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

(2) Computed using average shares outstanding.

Phoenix Series Fund 73

<PAGE>

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

PHOENIX-GOODWIN GROWTH FUND

<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------------
FROM
INCEPTION
YEAR ENDED OCTOBER 31, 7/15/94 TO
1998 1997 1996 1995 10/31/94
------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $27.51 $26.63 $24.74 $21.19 $20.48
INCOME FROM INVESTMENT OPERATIONS(5)
Net investment income (loss) (0.24)(4) (0.06)(4) --(4) --(4) 0.01
Net realized and unrealized gain (loss) 2.68 5.57 3.61 4.60 0.70
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.44 5.51 3.61 4.60 0.71
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.04) (0.09) (0.24) --
Dividends from net realized gains (5.55) (4.59) (1.63) (0.81) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (5.55) (4.63) (1.72) (1.05) --
------ ------ ------ ------ ------
Change in net asset value (3.11) 0.88 1.89 3.55 0.71
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $24.40 $27.51 $26.63 $24.74 $21.19
====== ====== ====== ====== ======
Total return(1) 11.41% 23.89% 15.48% 23.02% 3.47%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $76,060 $68,022 $45,326 $20,111 $2,966
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.83% 1.85% 1.93% 1.97% 1.87%(2)
Net investment income (loss) (0.97)% (0.25)% 0.01% 0.01% 0.32%(2)
Portfolio turnover 110% 196% 116% 109% 118%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

(2) Annualized.

(3) Not annualized.

(4) Computed using average shares outstanding.

74 Phoenix Series Fund

<PAGE>

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

PHOENIX-GOODWIN HIGH YIELD FUND

<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.09 $8.63 $8.17 $8.11 $9.11
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.83 0.80 0.78 0.80 0.76
Net realized and unrealized gain (loss) (1.56) 0.46 0.46 0.04 (0.97)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (0.73) 1.26 1.24 0.84 (0.21)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.81) (0.80) (0.78) (0.78) (0.76)
Tax return of capital -- -- -- -- (0.03)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.81) (0.80) (0.78) (0.78) (0.79)
------ ------ ------ ------ ------
Change in net asset value (1.54) 0.46 0.46 0.06 (1.00)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $7.55 $9.09 $8.63 $8.17 $8.11
====== ====== ====== ====== ======
Total return(1) (8.97)% 15.03% 15.95% 11.19% (2.57)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $427,659 $532,906 $501,265 $507,855 $531,773
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.12% 1.11% 1.17% 1.21% 1.19%
Net investment income 9.13% 8.76% 9.21% 10.01% 9.01%
Portfolio turnover 103% 167% 162% 147% 222%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

Phoenix Series Fund 75

<PAGE>

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

PHOENIX-GOODWIN HIGH YIELD FUND

<TABLE>
<CAPTION>
CLASS B CLASS C
-------------------------------------------------------- ---------
FROM FROM
INCEPTION INCEPTION
YEAR ENDED OCTOBER 31, 2/16/94 TO 2/27/98 TO
1998 1997 1996 1995 10/31/94 10/31/98
----- ----- ----- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.07 $8.63 $8.19 $8.13 $9.38 $9.31
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.76 0.73 0.71 0.72 0.54 0.50
Net realized and unrealized gain (loss) (1.55) 0.46 0.45 0.07 (1.25) (1.76)
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS (0.79) 1.19 1.16 0.79 (0.71) (1.26)
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.76) (0.75) (0.72) (0.73) (0.52) (0.51)
Tax return of capital -- -- -- -- (0.02) --
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.76) (0.75) (0.72) (0.73) (0.54) (0.51)
Change in net asset value (1.55) 0.44 0.44 0.06 (1.25) (1.77)
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $7.52 $9.07 $8.63 $8.19 $8.13 $7.54
===== ===== ===== ===== ===== =====
Total return(1) (9.61)% 14.18% 14.88% 10.44% 7.67%(3) (14.09)%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $61,026 $52,184 $25,595 $12,331 $6,056 $1,669
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.88% 1.86% 1.92% 1.97% 1.80%(2) 1.88%(2)
Net investment income 8.46% 8.00% 8.47% 9.18% 9.12%(2) 8.94%(2)
Portfolio turnover 103% 167% 162% 147% 222% 103%(3)
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

(2) Annualized.

(3) Not annualized.

76 Phoenix Series Fund

<PAGE>

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

PHOENIX-GOODWIN MONEY MARKET FUND

<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.049 0.048 0.047 0.053 0.032
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.049 0.048 0.047 0.053 0.032
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.049) (0.048) (0.047) (0.053) (0.032)
------ ------ ------ ------ ------
Change in net asset value -- -- -- -- --
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return 5.00% 4.76% 4.67% 5.32% 3.20%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $195,292 $188,695 $192,859 $193,534 $196,566
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 0.73% 0.79% 0.84% 0.71% 0.85%
Net investment income (loss) 4.90% 4.76% 4.68% 5.31% 3.19%
</TABLE>
- ------------------

Phoenix Series Fund 77

<PAGE>

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

PHOENIX-GOODWIN MONEY MARKET FUND

<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------------
FROM
INCEPTION
YEAR ENDED OCTOBER 31, 7/15/94 TO
1998 1997 1996 1995 10/31/94
------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.041 0.040 0.039 0.046 0.007
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.041 0.040 0.039 0.046 0.007
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.041) (0.040) (0.039) (0.046) (0.007)
------ ------ ------ ------ ------
Change in net asset value -- -- -- -- --
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return 4.22% 4.02% 3.93% 4.63% 0.70%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $19,978 $15,013 $10,223 $8,506 $2,086
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.48% 1.55% 1.59% 1.44% 1.60%(1)
Net investment income 4.15% 4.02% 3.92% 4.62% 3.46%(1)
</TABLE>
- ------------------

(1) Annualized.

(2) Not Annualized.

78 Phoenix Series Fund

<PAGE>

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

PHOENIX-GOODWIN U.S. GOVERNMENT SECURITIES FUND

<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.66 $9.47 $9.60 $8.88 $9.87
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.59 0.55 0.52 0.55 0.64
Net realized and unrealized gain (loss) 0.18 0.17 (0.15) 0.72 (1.02)
TOTAL FROM INVESTMENT OPERATIONS 0.77 0.72 0.37 1.27 (0.38)
LESS DISTRIBUTIONS
Dividends from net investment income (0.57) (0.53) (0.50) (0.55) (0.45)
Dividends from net realized gains -- -- -- -- (0.02)
----- ----- ----- ----- -----
In excess of net investment income (0.03) -- -- -- --
Tax return of capital -- -- -- -- (0.14)
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.60) (0.53) (0.50) (0.55) (0.61)
----- ----- ----- ----- -----
Change in net asset value 0.17 0.19 (0.13) 0.72 (0.99)
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $9.83 $9.66 $9.47 $9.60 $8.88
===== ===== ===== ===== =====
Total return(1) 8.16% 7.85% 4.05% 14.81% (3.98)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $180,628 $182,250 $208,552 $235,879 $262,157
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.00% 0.98% 1.03% 0.99% 0.98%
Net investment income (loss) 5.46% 5.63% 5.55% 6.01% 5.92%
Portfolio turnover 290% 377% 379% 178% 101%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

Phoenix Series Fund 79

<PAGE>

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

PHOENIX-GOODWIN U.S. GOVERNMENT SECURITIES FUND

<TABLE>
<CAPTION>
CLASS B
--------------------------------------------------------------
FROM
INCEPTION
YEAR ENDED OCTOBER 31, 2/24/94 TO
1998 1997 1996 1995 10/31/94
----- ----- ----- ----- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.60 $9.45 $9.58 $8.86 $9.61
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.52 0.47 0.44 0.48 0.39
Net realized and unrealized gain (loss) 0.18 0.17 (0.14) 0.72 (0.75)
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.70 0.64 0.30 1.20 (0.36)
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.51) (0.49) (0.43) (0.48) (0.30)
Dividends from net realized gains -- -- -- -- --
----- ----- ----- ----- -----
In excess of net investment income (0.02) -- -- -- --
Tax return of capital -- -- -- -- (0.09)
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.53) (0.49) (0.43) (0.48) (0.39)
----- ----- ----- ----- -----
Change in net asset value 0.17 0.15 0.13 0.72 (0.75)
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $9.77 $9.60 $9.45 $9.58 $8.86
===== ===== ===== ===== =====
Total return(1) 7.48% 6.94% 3.39% 13.82% (3.83)%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $12,902 $5,321 $4,875 $3,655 $1,238
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.75% 1.71% 1.78% 1.73% 2.00%(2)
Net investment income 4.74% 4.91% 4.79% 5.23% 4.49%(2)
Portfolio turnover 290% 377% 379% 178% 101%
</TABLE>
- ------------------

(1) Maximum sales load is not reflected in the total return calculation.

(2) Annualized.

(3) Not annualized.

80 Phoenix Series Fund

<PAGE>

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION

The fund has filed a Statement of Additional Information about the fund, dated
February ___, 1999 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:

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

[Arrow] by calling (800) 243-4361.

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

[Arrow] through its internet site (http://www.sec.gov),

[Arrow] by visiting its Public Reference Room in Washington, DC or

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

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

SHAREHOLDER REPORTS

The 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:

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

[Arrow] 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. 2-14069 & 811-810 Printed on recycled paper using soybean ink

Phoenix Series Fund 81
<PAGE>

PHOENIX SERIES FUND

101 Munson Street
Greenfield, Massachusetts 01301

Statement of Additional Information

February __, 1999

This Statement of Additional Information is not the Prospectus but expands
upon and supplements the information contained in the current Prospectus of
Phoenix Series Fund (the "Trust"), dated February __, 1999 and should be read in
conjunction with it. The Trust's Prospectus may be obtained by calling Phoenix
Equity Planning Corporation ("Equity Planning") at (800) 243-4361, or by writing
to Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301, Boston,
MA 02266-8301.

TABLE OF CONTENTS

PAGE
INVESTMENT POLICIES..................................................... 1
INVESTMENT RESTRICTIONS................................................. 7
PERFORMANCE INFORMATION................................................. 8
PERFORMANCE COMPARISONS................................................. 10
PORTFOLIO TURNOVER...................................................... 10
PORTFOLIO TRANSACTIONS AND BROKERAGE.................................... 10
THE INVESTMENT ADVISER.................................................. 11
NET ASSET VALUE......................................................... 13
HOW TO BUY SHARES....................................................... 14
ALTERNATIVE PURCHASE ARRANGEMENTS....................................... 14

Purchases of Shares of the Money Market Fund......................... 15
INVESTOR ACCOUNT SERVICES............................................... 17
HOW TO REDEEM SHARES.................................................... 18
TAX-SHELTERED RETIREMENT PLANS.......................................... 19
DIVIDENDS, DISTRIBUTIONS AND TAXES...................................... 19
THE DISTRIBUTOR......................................................... 20
DISTRIBUTION PLANS...................................................... 22
MANAGEMENT OF THE TRUST................................................. 22
OTHER INFORMATION....................................................... 30

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

PXP427B (2/99)

<PAGE>

INVESTMENT POLICIES

The investment objectives and policies of each Fund are described in the
Prospectus. The following information supplements the information contained in
the Prospectus.

MONEY MARKET INSTRUMENTS. Certain money market instruments used extensively
by the Money Market Fund, and to a lesser extent by the other Funds, are
described below.

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

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

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

CERTIFICATES OF DEPOSIT. Certificates of deposit are generally short-term,
interest-bearing negotiable certificates issued by banks or savings and loan
associations against funds deposited in the issuing institution.

TIME DEPOSITS. Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which a
negotiable certificate is not received.

BANKER'S ACCEPTANCES. A bankers' acceptance is a time draft drawn on a
commercial bank by a borrower usually in connection with an international
commercial transaction (to finance the import, export, transfer or storage of
goods). The borrower, as well as the bank, is liable for payment, and the bank
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity.

COMMERCIAL PAPER. Commercial paper refers to short-term, unsecured promissory
notes issued by corporations to finance short-term credit needs. Commercial
paper is usually sold on a discount basis and has a maturity at the time of
issuance not exceeding nine months.

CORPORATE DEBT SECURITIES. Corporate debt securities with a remaining
maturity of less than one year tend to become extremely liquid and are traded as
money market securities.

U. S. GOVERNMENT OBLIGATIONS. Securities issued or guaranteed as to principal
and interest by the United States Government include a variety of Treasury
securities, which differ only in their interest rates, maturities, and times of
issuance. Treasury bills have maturities of one year or less. Treasury notes
have maturities of one to ten years, and Treasury bonds generally have
maturities of greater than ten years.

Agencies of the United States Government which issue or guarantee obligations
include, among others, Export-Import Banks of the United States, Farmers Home
Administration, Federal Housing Administration, Government National Mortgage
Association, Maritime Administration, Small Business Administration and The
Tennessee Valley Authority. Obligations of instrumentalities of the United
States Government include securities issued or guaranteed by, among others, the
Federal National Mortgage Association, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Banks for
Cooperatives, and the U.S. Postal Service. Some of these securities are
supported by the full faith and credit of the U.S. Government; others are
supported by the right of the issuer to borrow from the Treasury, while still
others are supported only by the credit of the instrumentality. The U.S.
Government Securities Series will invest primarily in securities which are
supported by the full faith and credit of the U.S. Government.

SECURITIES AND INDEX OPTIONS. All Funds, except the Money Market Fund and
U.S. Government Securities Fund, may write covered call options and purchase
call and put options. Options and the related risks are summarized below.

WRITING AND PURCHASING OPTIONS. The exercise price of a call option written
by a Fund may be below, equal to or above the current market value of the
underlying security or securities index at the time the option is written. Call
options written by a Fund normally will have expiration dates between three and
nine months from the date written. During the option period a Fund may be
assigned an exercise notice by the broker-dealer through which the call option
was sold, requiring the Fund to deliver the underlying

<PAGE>

security (or cash in the case of securities index calls) against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time as the Fund effects a closing purchase
transaction. A closing purchase transaction cannot be effected with respect to
an option once the Fund has received an exercise notice.

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

Securities indices for which options are currently traded include the
Standard & Poor's 100 and 500 Composite Stock Price Indices, Computer/Business
Equipment Index, Major Market Index, Amex Market Value Index, Computer
Technology Index, Oil and Gas Index, NYSE Options Index, Gaming/Hotel Index,
Telephone Index, Transportation Index, Technology Index, and Gold/Silver Index.
A Fund may write call options and purchase call and put options on any other
indices traded on a recognized exchange.

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

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

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

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

A Fund may invest up to 2% of its total assets in exchange-traded call and
put options. A Fund may sell a call option or a put option which it has
previously purchased prior to the purchase (in the case of a call) or the sale
(in the case of a put) of the underlying security. Any such sale of a call
option or a put option would result in a net gain or loss, depending on whether
the amount received on the sale is more or less than the premium and other
transaction costs paid.

In connection with a Fund qualifying as a regulated investment company under
the Internal Revenue Code, other restrictions on a Fund's ability to enter into
option transactions may apply from time to time. See "Dividends, Distributions
and Taxes."

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

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

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

<PAGE>

exercised. Accordingly, a covered call writer may not be able to sell the
underlying security at a time when it might otherwise be advantageous to do so.

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

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

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

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

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

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

Unless a Fund has other liquid assets which are sufficient to satisfy the
exercise of a call on an index, a Fund will be required to liquidate portfolio
securities in order to satisfy the exercise. Because an exercise must be settled
within hours after receiving the notice of exercise, if a Fund fails to
anticipate an exercise, it may have to borrow from a bank (in an amount not
exceeding 10% of a Fund's total assets) pending settlement of the sale of
securities in its portfolio and pay interest on such borrowing.

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

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

<PAGE>

FINANCIAL FUTURES CONTRACTS AND RELATED OPTIONS. All of the Funds except the
Money Market Fund and the U.S. Government Securities Fund may use financial
futures contracts and related options to hedge against changes in the market
value of its portfolio securities or securities which it intends to purchase.
Hedging is accomplished when an investor takes a position in the futures market
opposite to his cash market position. There are two types of hedges, long (or
buying) and short (or selling) hedges. Historically, prices in the futures
market have tended to move in concert with cash market prices, and prices in the
futures market have maintained a fairly predictable relationship to prices in
the cash market. Thus, a decline in the market value of securities in a Fund's
portfolio may be protected against to a considerable extent by gains realized on
futures contracts sales. Similarly, it is possible to protect against an
increase in the market price of securities which a Fund may wish to purchase in
the future by purchasing futures contracts.

A Fund may purchase or sell any financial futures contracts which are traded
on a recognized exchange or board of trade. Financial futures contracts consist
of interest rate futures contracts and securities index futures contracts. A
public market presently exists in interest rate futures contracts covering
long-term U.S. Treasury bonds, U.S. Treasury notes, three-month U.S. Treasury
bills and GNMA certificates. Securities index futures contracts are currently
traded with respect to the Standard & Poor's 500 Composite Stock Price Index and
such other broad-based stock market indices as the New York Stock Exchange
Composite Stock Index and the Value Line Composite Stock Price Index. A clearing
corporation associated with the exchange or board of trade on which a financial
futures contract trades assumes responsibility for the completion of
transactions and also guarantees that open futures contracts will be performed.

In contrast to the situation when a Fund purchases or sells a security, no
security is delivered or received by a Fund upon the purchase or sale of a
financial futures contract. Initially, a Fund will be required to deposit in a
pledged account with its custodian cash, U.S. Government obligations or fully
paid marginable securities. This amount is known as initial margin and is in the
nature of a performance bond or good faith deposit on the contract. The current
initial margin deposit required per contract is approximately 5% of the contract
amount. Brokers may establish deposit requirements higher than this minimum.
Subsequent payments, called variation margin, will be made to and from the
account on a daily basis as the price of the futures contract fluctuates. This
process is known as marking to market.

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

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

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

LIMITATIONS ON FUTURES CONTRACTS AND RELATED OPTIONS. A Fund may not engage
in transactions in financial futures contracts or related options for
speculative purposes but only as a hedge against anticipated changes in the
market value of its portfolio securities or securities which it intends to
purchase. A Fund may not purchase or sell financial futures contracts or related
options if, immediately thereafter, the sum of the amount of initial margin
deposits on a Fund's existing futures and related options positions and the
premiums paid for related options would exceed 2% of the market value of a
Fund's total assets after taking into account unrealized profits and losses on
any such contracts. At the time of purchase of a futures contract or a call
option on a futures contract, any asset, including equity securities and
non-investment grade debt so long as the asset is liquid, unencumbered and
marked to market daily, equal to the market value of the futures contract minus
the Fund's initial margin deposit with respect thereto will be deposited in a
pledged account with the Fund's custodian bank to collateralize fully the
position and thereby ensure that it is not leveraged.

The extent to which a Fund may enter into financial futures contracts and
related options also may be limited by the requirements of the Internal Revenue
Code of 1986 for qualification as a regulated investment company. See
"Dividends, Distributions and Taxes."

RISKS RELATING TO FUTURES CONTRACTS AND RELATED OPTIONS. Positions in futures
contracts and related options may be closed out only on an exchange which
provides a secondary market for such contracts or options. A Fund will enter
into an option or futures position only if there appears to be a liquid
secondary market. However, there can be no assurance that a liquid secondary
market

<PAGE>

will exist for any particular option or futures contract at any specific time.
Thus, it may not be possible to close out a futures or related option position.
In the case of a futures position, in the event of adverse price movements a
Fund would continue to be required to make daily margin payments. In this
situation, if a Fund has insufficient cash to meet daily margin requirements it
may have to sell portfolio securities to meet its margin obligations at a time
when it may be disadvantageous to do so. In addition, a Fund may be required to
take or make delivery of the securities underlying the futures contracts it
holds. The inability to close out futures positions also could have an adverse
impact on a Fund's ability to hedge its portfolio effectively.

There are several risks in connection with the use of futures contracts as a
hedging device. While hedging can provide protection against an adverse movement
in market prices, it can also limit a hedger's opportunity to benefit fully from
a favorable market movement. In addition, investing in futures contracts and
options on futures contracts will cause a Fund to incur additional brokerage
commissions and may cause an increase in a Fund's portfolio turnover rate.

The successful use of futures contracts and related options also depends on
the ability of the Adviser to forecast correctly the direction and extent of
market movements, interest rates and other market factors within a given time
frame. To the extent market prices remain stable during the period a futures
contract or option is held by a Fund or such prices move in a direction opposite
to that anticipated, a Fund may realize a loss on the hedging transaction which
is not offset by an increase in the value of its portfolio securities. Options
and futures may also fail as a hedging technique in cases where the movements of
the securities underlying the options and futures do not follow the price
movements of the hedged portfolio securities. As a result, a Fund's total return
for the period may be less than if it had not engaged in the hedging
transaction. The loss from investing in futures transactions is potentially
unlimited.

Utilization of futures contracts by a Fund involves the risk of imperfect
correlation in movements in the price of futures contracts and movements in the
price of the securities which are being hedged. If the price of the futures
contract moves more or less than the price of the securities being hedged, a
Fund will experience a gain or loss which will not be completely offset by
movements in the price of the securities. It is possible that, where a Fund has
sold futures contracts to hedge its portfolio against a decline in the market,
the market may advance and the value of securities held in the Fund's portfolio
may decline. If this occurred, a Fund would lose money on the futures contract
and would also experience a decline in value in its portfolio securities. Where
futures are purchased to hedge against a possible increase in the prices of
securities before a Fund is able to invest its cash (or cash equivalents) in
securities (or options) in an orderly fashion, it is possible that the market
may decline; if a Fund then determines not to invest in securities (or options)
at that time because of concern as to possible further market decline or for
other reasons, a Fund will realize a loss on the futures that would not be
offset by a reduction in the price of the securities purchased.

The market prices of futures contracts may be affected if participants in the
futures market elect to close out their contracts through off-setting
transactions rather than to meet margin deposit requirements. In such case,
distortions in the normal relationship between the cash and futures markets
could result. Price distortions could also result if investors in futures
contracts opt to make or take delivery of the underlying securities rather than
to engage in closing transactions because such action would reduce the liquidity
of the futures market. In addition, from the point of view of speculators,
because the deposit requirements in the futures markets are less onerous than
margin requirements in the cash market, increased participation by speculators
in the futures market could cause temporary price distortions. Due to the
possibility of price distortions in the futures market and because of the
imperfect correlation between movements in the prices of securities and
movements in the prices of futures contracts, a correct forecast of market
trends may still not result in a successful hedging transaction.

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

LEVERAGE. The Trust may from time to time increase the Aggressive Growth
Fund's ownership of securities holdings above the amounts otherwise possible by
borrowing from banks at fixed amounts of interest and investing the borrowed
funds. The Trust will borrow only from banks, and only if immediately after such
borrowing the value of the assets of a Fund (including the amount borrowed) less
its liabilities (not including any borrowings) is at least three times the
amount of funds borrowed for investment purposes. The effect of this provision
is to permit the Trust to borrow up to 25% of the total assets of a Fund,
including the proceeds of any such borrowings. However, the amount of the
borrowings will be dependent upon the availability and cost of credit from time
to time. If, due to market fluctuations or other reasons, the value of such
Fund's assets computed as provided above becomes at any time less than three
times the amount of the borrowings for investment purposes, the Trust, within
three business days, is required to reduce bank debt to the extent necessary to
meet the required 300% asset coverage.

Interest on money borrowed will be an expense of the Fund with respect to
which the borrowing has been made. Because such expense would not otherwise be
incurred, the net investment income of such Fund is not expected to be as high
as it otherwise would be during periods when borrowings for investment purposes
are substantial.

Bank borrowings for investment purposes must be obtained on an unsecured
basis. Any such borrowing must also be made subject to an agreement by the
lender that any recourse is limited to the assets of the Fund with respect to
which the borrowing has been made.

<PAGE>

Any investment gains made with the additional monies borrowed in excess of
interest paid will cause the net asset value of a Fund's shares to rise faster
than would otherwise be the case. On the other hand, if the investment
performance of the additional securities purchased fails to cover their cost
(including any interest paid on the monies borrowed) to the Fund, the net asset
value of the Fund will decrease faster than would otherwise be the case.

FOREIGN SECURITIES. Each of the Funds, except the Money Market Fund and the
U.S. Government Securities Fund may purchase foreign securities, including those
issued by foreign branches of U.S. banks. In any event, such investments in
foreign securities will be limited to 25% of the total net asset value of the
Balanced Fund and Growth Fund. The Aggressive Growth Fund may invest up to 10%
of its total net asset value in foreign securities and the High Yield Fund may
invest up to 35% of its total net asset value in foreign securities. Investments
in foreign securities, particularly those of non-governmental issuers, involve
considerations which are not ordinarily associated with investing in domestic
issues. These considerations include changes in currency rates, currency
exchange control regulations, the possibility of expropriation, the
unavailability of financial information, the difficulty of interpreting
financial information prepared under foreign securities markets, the impact of
political, social or diplomatic developments, difficulties in invoking legal
process abroad and the difficulty of assessing economic trends in foreign
countries.

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

MORTGAGE-BACKED SECURITIES. Securities issued by Government National Mortgage
Association ("GNMA") are, and securities issued by Federal National Mortgage
Association ("FNMA") include, mortgage-backed securities representing part
ownership of a pool of mortgage loans.

In the case of GNMA, the mortgages are insured by the Federal Housing
Administration or Farmers' Home Administration or guaranteed by the Veteran's
Administration. In the case of FNMA, the mortgages are not insured by an agency
of the U.S. Government.

The prices of mortgage-backed securities are inversely affected by changes in
interest rates and, therefore, are subject to the risk of market price
fluctuations. Mortgage-backed securities issued by GNMA and FNMA currently offer
yields which are higher than those available on other securities of the U.S.
Government and its agencies and instrumentalities, but may be less effective
than these other securities as a means of "locking in" attractive long-term
interest rates. This is a result of the need to reinvest prepayment of principal
and the possibility of significant unscheduled prepayments resulting from
declines in mortgage interest rates. As a result, these securities have less
potential for capital appreciation during periods of declining interest rates
than other investments of comparable risk of decline in value during periods of
rising rates.

NONPUBLICLY OFFERED DEBT SECURITIES. The High Yield Fund may purchase
securities which cannot be sold in the public market without first being
registered with the Securities and Exchange Commission ("SEC") provided that the
Adviser has determined that such securities meet prescribed standards for being
considered as "liquid" securities. See "Investment Restrictions." Liquid
restricted securities may offer higher yields than comparable publicly traded
securities. Such securities ordinarily can be sold by the Trust in secondary
market transactions to certain qualified investors pursuant to rules established
by the SEC, in privately negotiated transactions to a limited number of
purchasers or in a public offering made pursuant to an effective registration
statement under governing law. Private sales of such securities may involve
significant delays and expense. Private sales often require negotiation with one
or more purchasers and may produce less favorable prices than the sale of
similar unrestricted securities. Public sales of previously restricted
securities generally involve the time and expense of the preparation and
processing of a registration statement (and the possible decline in value of the
securities during such period) and may involve the payment of underwriting
commissions. In some instances, the Trust may have to bear certain costs of
registration in order to sell such shares publicly.

DEFERRED COUPON DEBT SECURITIES. The High Yield Fund may invest in debt
obligations that do not make any interest payments for a specified period of
time prior to maturity ("deferred coupon" obligations). Because the deferred
coupon bonds do not make interest payments for a certain period of time, they
are purchased by the Fund at a deep discount and their value fluctuates more in
response to interest rate changes than does the value of debt obligations that
make current interest payments. The degree of fluctuation with interest rate
changes is greater when the deferred period is longer. Therefore, there is a
risk that the value of the Fund shares may decline more as a result of an
increase in interest rates than would be the case if the Fund did not invest in
deferred coupon bonds.

LENDING PORTFOLIO SECURITIES. In order to increase its return on investments,
the Trust may make loans of the portfolio securities of any Fund, as long as the
market value of the loaned securities does not exceed 25% of the value of that
Fund's total assets. Loans of portfolio securities will always be fully
collateralized at no less than 100% of the market value of the loaned

<PAGE>

securities (as marked to market daily) and made only to borrowers considered to
be creditworthy. Lending portfolio securities involves a risk of delay in the
recovery of the loaned securities and possibly the loss of the collateral if the
borrower fails financially.

LOAN PARTICIPATIONS. The High Yield Fund may invest up to 5% of its net
assets, determined at the time of investment, in loan participations. A loan
participation agreement involves the purchase of a share of a loan made by a
bank to a company in return for a corresponding share of the borrower's
principal and interest payments. Loan participations of the type in which the
Fund may invest include interests in both secured and unsecured corporate loans.
In the event that a corporate borrower failed to pay its scheduled interest or
principal payments on participations held by the Fund, the market value of the
affected participation would decline, resulting in a loss of value of such
investment to the Fund. Accordingly, such participations are speculative and may
result in the income level and net assets of the Fund being reduced. Moreover,
loan participation agreements generally limit the right of a participant to
resell its interest in the loan to a third party and, as a result, loan
participations will be deemed by the Trust to be illiquid investments.

ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
securities that are not liquid. The Funds consider investments that the adviser
is not likely to be able to sell within seven days as not liquid. These
securities can include repurchase agreements with maturities of more than seven
days and private placements. Repurchase agreements are contracts under which the
fund will buy securities and simultaneously agree to resell them at a later date
for an agreed, higher price. Private placements are securities that are not sold
to investors through a public offering but instead are sold in direct, private
transactions. Illiquid securities may have a lower value than comparable
securities that have active markets for resale, and they can lose their value
more quickly under unfavorable conditions.

INVESTMENT RESTRICTIONS

The Trust's fundamental policies as they affect any Fund cannot be changed
without the approval vote of a majority of the outstanding shares of such Fund,
which is the lesser of (i) 67% or more of the voting securities of such Fund
present at a meeting if the holders of more than 50% of the outstanding voting
securities of such Fund are present or represented by proxy or (ii) more than
50% of the outstanding voting securities of such Fund. A proposed change in
fundamental policy or investment objective will be deemed to have been
effectively acted upon with respect to any Fund if a majority of the outstanding
voting securities of that Fund votes for the approval of the proposal as
provided above, notwithstanding (1) that such matter has not been approved by a
majority of the outstanding securities of any other Fund affected by such matter
and (2) that such matter has not been approved by a majority of the outstanding
voting securities of the Trust.

The following investment restrictions are fundamental policies of the Trust
with respect to all Funds and may not be changed except as described above. The
Trust may not:

1. Purchase for any Fund securities of any issuer, other than obligations
issued or guaranteed as to principal and interest by the United States
Government or its agencies or instrumentalities, if immediately thereafter (i)
more than 5% of such Fund's total assets (taken at market value) would be
invested in the securities of such issuer or (ii) more than 10% of the
outstanding securities of any class of such issuer would be held by such Fund or
by all Funds of the Trust in the aggregate.

2. Concentrate the portfolio investments of any Fund in any one industry. To
comply with this restriction, no security may be purchased for a Fund if such
purchase would cause the value of the aggregate investment of such Fund in any
one industry to exceed 25% of that Fund's total assets (taken at market value).
However, the Money Market Fund may invest more than 25% of its assets in the
domestic banking industry.

3. Act as securities underwriter except as it technically may be deemed to be
an underwriter under the Securities Act of 1933 in selling a portfolio security.

4. Purchase securities on margin, but it may obtain short-term credit as may
be necessary for the clearance of purchases and sales of securities.

5. Make short sales of securities or maintain a short position.

6. Make cash loans, except that the Trust may (i) purchase bonds, notes,
debentures or similar obligations which are customarily purchased by
institutional investors whether publicly distributed or not, and (ii) enter into
repurchase agreements, provided that no more than 10% of any Fund's net assets
(taken at market value) may be subject to repurchase agreements maturing in more
than seven days.

7. Make securities loans, except that the Trust may make loans of the
portfolio securities of any Fund, provided that the market value of the
securities subject to any such loans does not exceed 25% of the value of the
total assets (taken at market value) of such Fund.

8. Make investments in real estate or commodities or commodity contracts,
although (i) the Trust may purchase securities of issuers which deal in real
estate or commodities and may purchase securities which are secured by interests
in real estate,

<PAGE>

specifically, securities issued by real estate investment trusts and (ii) any
Fund (excluding the Money Market Fund and the U.S. Government Securities Fund)
may engage in transactions in financial futures contracts and related options,
provided that the sum of the initial margin deposits on such Fund's existing
futures positions and the premiums paid for related options would not exceed in
the aggregate 2% of such Fund's total assets.

9. Invest in oil, gas or other mineral exploration or development programs,
although the Trust may purchase securities of issuers which engage in whole or
in part in such activities.

10. Invest in puts, calls, straddles and any combination thereof, except that
any Fund (excluding the Money Market Fund and the U.S. Government Securities
Fund) may (i) write (sell) exchange-traded covered call options on portfolio
securities and on securities indices and engage in related closing purchase
transactions and (ii) invest up to 2% of its total assets in exchange-traded
call and put options on securities and securities indices.

11. Purchase securities of companies for the purpose of exercising management
or control.

12. Participate in a joint or joint and several trading account in
securities.

13. Purchase securities of any other investment company except in the open
market at customary brokers' commission rates or as a part of a plan of merger
or consolidation.

14. Purchase for any Fund securities of any issuer which together with
predecessors has a record of less than three years' continuous operation, if as
a result more than 5% of the total net assets (taken at market value) of such
Fund would then be invested in such securities.

15. Purchase or retain securities of any issuer if any officer or Trustee of
the Trust, or officer or director of its investment adviser, owns beneficially
more than 1/2 of 1% of the outstanding securities or shares, or both, of such
issuer and all such persons owning more than 1/2 of 1% of such securities or
shares together own beneficially more than 5% of such securities or shares.

16. Borrow money, except that the Trust may (i) borrow money for any Fund for
temporary administrative purposes provided that any such borrowing does not
exceed 10% of the value of the total assets (taken at market value) of such Fund
and (ii) borrow money for any Fund for investment purposes, provided that any
such borrowing for investment purposes with respect to any such Fund is (a)
authorized by the Trustees prior to any public distribution of the shares of
such Fund or is authorized by the shareholders of such Fund thereafter, (b) is
limited to 25% of the value of the total assets (taken at market value and
including any borrowings) of such Fund, and (c) is subject to an agreement by
the lender that any recourse is limited to the assets of that Fund with respect
to which the borrowing has been made. With the exception of the Aggressive
Growth Fund, no Fund may invest in portfolio securities while the amount of
borrowing of the Fund exceeds 5% of the total assets of such Fund. Borrowing for
investment purposes has not been authorized for any Fund (except the Aggressive
Growth Fund) whose shares are offered by the Trust.

17. Pledge, mortgage or hypothecate the assets of any Fund to an extent
greater than 10% of the total assets (taken at market value) of such Fund to
secure borrowings made pursuant to the provisions of item 16 above.

18. Issue senior securities as defined in the Investment Company Act of 1940,
except to the extent that it is permissible to (a) borrow monthly from banks
pursuant to the Trust's investment restrictions regarding the borrowing of
money, and (b) enter into transactions involving forward foreign currency
contracts, foreign currency contracts and options thereon, as described in the
Trust's Prospectus and this Statement of Additional Information.

The Trust may purchase illiquid securities including repurchase agreements
providing for settlement more than seven days after notice and restricted
securities (securities that must be registered with the Securities and Exchange
Commission before they can be sold to the public) deemed to be illiquid provided
such securities will not constitute more than 15% (or 10% in the case of the
Money Market Fund) of each Fund's net assets. The Board of Trustees, or the
Adviser acting at its direction, values these securities, taking into
consideration quotations available from broker-dealers and pricing services and
other information deemed relevant.

If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values of portfolio securities or amount of net assets shall not be
considered a violation of the restrictions.

PERFORMANCE INFORMATION

Performance information for each Fund (and Class of a Fund) may appear in
advertisements, sales literature, or reports to shareholders or prospective
shareholders. Performance information in advertisements and sales literature may
be expressed as yield and effective yield of the Money Market Fund, as yield of
the other Funds offered, or any Class of such Fund, and as total return of any
Fund or Class thereof.

<PAGE>

The current yield for the Money Market Fund will be based on the change in
the value of a hypothetical investment (exclusive of capital changes) over a
particular 7-day period, less a hypothetical charge reflecting deductions for
expenses during the period (the "base period"), and stated as a percentage of
the investment at the start of the base period (the "base period return"). The
base period return is then annualized by multiplying by 365/7, with the
resulting yield figure carried to at least the nearest hundredth of one percent.
"Effective yield" for the Money Market Fund (and each Class of such Fund)
assumes that all dividends received during an annual period have been
reinvested. Calculation of "effective yield" begins with the same "base period
return" used in the calculation of yield, which is then annualized to reflect
weekly compounding pursuant to the following formula:

Effective Yield = [(Base Period Return) + 1) (365/7]) -1

For the 7-day period ending October 31, 1998, the yield of the Class A Shares
of the Money Market Fund was ____% and the effective yield of the Class A Shares
of this Fund was ____%.

Quotations of yield for the High Yield, U.S. Government Securities and
Balanced Funds will be based on all investment income per share earned during a
particular 30-day period (including dividends and interest), less expenses
(including pro rata Trust expenses and expenses applicable to each particular
Fund or Class of a Fund) accrued during the period ("net investment income"),
and are computed by dividing net investment income by the value of a share of
the Fund or Class on the last day of the period, according to the following
formula:

a-b
YIELD = 2[(---)+ 1)(6) -1]
cd

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, 1998, the yield of the Class A Shares of the
Funds were as follows: 11.02% for the High Yield Fund; 4.13% for the U.S.
Government Securities Fund; and 3.68% for the Balanced Fund. For the same
period, the yield of the Class B Shares of the Funds were as follows: High Yield
10.69%; U.S. Government 3.63%; and Balanced 3.42%.

Total return is a measure of the change in value of an investment in a Fund,
or Class thereof, over the period covered. The formula for total return used
herein includes four steps: (1) adding to the total number of shares purchased
by a hypothetical $1,000 investment in the Fund or a Class of a Fund; (2)
calculating the value of the hypothetical initial investment of $1,000 as of the
end of the period by multiplying the total number of shares of a class owned at
the end of the period by the net asset value on the last trading day of the
period; (3) assuming maximum sales charge deducted and reinvestment of all
dividends at net asset value and (4) dividing this account value for the
hypothetical investor by the initial $1,000 investment. Total return will be
calculated for one year, five years and ten years or the time period during
which the registration statement including the Fund was in effect if a Fund has
not been in existence for at least ten years.

The manner in which total return will be calculated for public use is
described above. The following table summarizes the calculation of total return
for each Fund, where applicable, through October 31, 1998.

<TABLE>
AVERAGE ANNUAL TOTAL RETURN AS OF OCTOBER 31, 1998

PERIODS ENDED
----------------------------------------------------------

<CAPTION>
10 YEAR OR
FUND 1 YEAR 5 YEAR SINCE INCEPTION*
- ------------------------------------- ------ ------ ----------------

<S> <C> <C> <C>
Balanced (Class A) 3.53% 8.87% 11.39%
Balanced (Class B) 4.44% N/A 11.53%
Growth (Class A) 6.92% 14.45% 13.94%
Growth (Class B) 8.00% N/A 17.64%
Aggressive Growth (Class A) (4.40)% 12.75% 12.37%
Aggressive Growth (Class B) (3.30)% N/A 15.63%
High Yield (Class A) (13.27)% 4.62% 7.97%
High Yield (Class B) (12.80)% N/A 3.83%
High Yield (Class C) N/A N/A (14.89)%
U.S. Government Securities (Class A) 3.04% 4.98% 7.30%
U.S. Government Securities (Class B) 3.64% N/A 5.53%
</TABLE>

* Since inception, July 15, 1994 for Class B Balanced, Convertible and Growth;
July 21, 1994 for Class B Aggressive Growth; February 16, 1994 for Class B
High Yield; February 24, 1994 for U.S. Government Class B; and February 27,
1998 for Class C High Yield.

<PAGE>

NOTE: Average annual total return assumes a hypothetical initial payment of
$1,000. At the end of each period, a total redemption is assumed. The
ending redeemable value is divided by the original investment to
calculate total return.

Performance information for any Fund or Class reflects only the performance
of a hypothetical investment in the Fund or Class during the particular time
period on which the calculations are based. Performance information should be
considered in light of the investment objectives and policies, characteristics
and quality of the particular Fund, and the market conditions during the given
time period, and should not be considered as a representation of what may be
achieved in the future.

PERFORMANCE COMPARISONS

Each Fund or Class of a 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 Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., Weisenberger Financial Services, Inc. and rating
services such as Morningstar, Inc. Additionally, a Fund or Class of a Fund may
compare its performance results to other investment or savings vehicles (such as
certificates of deposit) and may refer to results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business
Week and Investor's Daily, Stanger's Mutual Fund Monitor, The Stanger Register,
Stanger's Investment Adviser, The Wall Street Journal, The New York Times,
Consumer Reports, Registered Representative, Financial Planning, Financial
Services Weekly, Financial World, U.S. News and World Report, Standard and Poors
The Outlook, and Personal Investor. A 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 or the Class of a 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. The S&P 500 is a commonly quoted measure of stock market
performance and represents common stocks of companies of varying sizes segmented
across 90 different industries which are listed on the New York Stock Exchange,
the American Stock Exchange and traded over the NASDAQ National Market System.

Advertisements, sales literature, and other communications may contain
information about the Adviser's current investment strategies and management
style. Current strategies and style may change to allow the Trust to respond
quickly to changing market and economic conditions. From time to time the Trust
may include specific portfolio holdings or industries. To illustrate components
of overall performance, the Trust 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 Trust's portfolio; or compare the
Trust's equity or bond return figure to well-known indices of market
performance, including but not limited to: the S&P 500 Index, Dow Jones
Industrial Average, Russell 2000 Growth Index, Salomon Brothers 90-Day Treasury
Bill Index, CS First Boston High Yield Index and Salomon Brothers Corporate Bond
and Government Bond Indices.

PORTFOLIO TURNOVER

Each Fund has a different expected annual rate of portfolio turnover, which
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
Funds' securities (excluding from the computation all securities, including
options, with maturities at the time of acquisition of one year or less). A high
rate of portfolio turnover generally involves correspondingly greater brokerage
commission expenses, which must be borne directly by the Fund. Turnover rates
may vary greatly from year to year as well as within a particular year and may
also be affected by cash requirements for redemptions of each Fund's shares and
by requirements which enable the Trust to receive certain favorable tax
treatment (see "Taxes"). Historical annual rates of portfolio turnover for all
Funds except the Money Market Fund (which for this purpose does not calculate a
portfolio turnover rate) are set forth in the prospectus.

BALANCED FUND
In the fiscal years ended October 31, 1997 and October 31, 1998, the turnover
rates for the equity portion of the Balanced Fund were 193% and ____,
respectively. The turnover rates for the fixed income securities were 225% and
____, respectively, for the same periods.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In effecting portfolio transactions for the Trust, the Adviser adheres to the
Trust's policy of seeking best execution and price, determined as described
below, except to the extent it is permitted to pay higher brokerage commissions
for "brokerage and research services" as defined herein. The Adviser may cause
the Trust to pay a broker an amount of commission for effecting a securities
transaction in excess of the amount of commission which another broker or dealer
would have charged for effecting the transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or that any
offset of direct expenses of a Fund yields the best net price. As provided in
Section 28(e) of the Securities Exchange Act of 1934, "brokerage and research
services" include giving advice as to the value of

<PAGE>

securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities; furnishing analyses and reports concerning
issuers, industries, economic factors and trends, portfolio strategy and the
performance of accounts; and effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement). Brokerage and
research services provided by brokers to the Trust or to the Adviser are
considered to be in addition to and not in lieu of services required to be
performed by the Adviser under its contract with the Trust and may benefit both
the Trust and other clients of the Adviser. Conversely, brokerage and research
services provided by brokers to other clients of the Adviser may benefit the
Trust.

If the securities in which a particular Fund of the Trust invests are traded
primarily in the over-the-counter market, where possible the Fund will deal
directly with the dealers who make a market in the securities involved unless
better prices and execution are available elsewhere. Such dealers usually act as
principals for their own account. On occasion, securities may be purchased
directly from the issuer. Bonds and money market instruments are generally
traded on a net basis and do not normally involve either brokerage commission or
transfer taxes. In addition, transactions effected on foreign securities
exchanges which do not permit the negotiation of brokerage commissions and where
the Adviser would, under the circumstances, seek to obtain best price and
execution on orders for the Trust.

The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Trust (involving both price paid or received and any net
commissions and other costs paid), the efficiency with which the transaction is
effected, the ability to effect the transaction at all where a large block is
involved, the availability of the broker to stand ready to execute possibly
difficult transactions in the future and the financial strength and stability of
the broker. Such considerations are judgmental and are weighed by the Adviser in
determining the overall reasonableness of brokerage commissions paid by the
Trust. Some portfolio transactions are, subject to the Conduct Rules of the
National Association of Securities Dealers, Inc. and subject to obtaining best
prices and executions, effected through dealers (excluding Equity Planning) who
sell shares of the Trust.

The Trust has adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to lower
commission costs on a per-share and per-dollar basis. According to the bunching
procedures, the Adviser shall aggregate transactions unless it believes in its
sole discretion that such aggregation is inconsistent with its duty to seek best
execution (which shall include the duty to seek best price) for the Trust. No
advisory account of the Adviser is to be favored over any other account and each
account that participates in an aggregated order is expected to participate at
the average share price for all transactions of the Adviser in that security on
a given business day, with all transaction costs shared pro rata based on the
Trust's participation in the transaction. If the aggregated order is filled in
its entirety, it shall be allocated among the Adviser's accounts in accordance
with the allocation order, and if the order is partially filled, it shall be
allocated pro rata based on the allocation order. Notwithstanding the foregoing,
the order may be allocated on a basis different from that specified in the
allocation order if all accounts of the Adviser whose orders are allocated
receive fair and equitable treatment and the reason for such different
allocation is explained in writing and is approved in writing by the Adviser's
compliance officer as soon as practicable after the opening of the markets on
the trading day following the day on which the order is executed. If an
aggregated order is partially filled and allocated on a basis different from
that specified in the allocation order, no account that is benefited by such
different allocation may intentionally and knowingly effect any purchase or sale
for a reasonable period following the execution of the aggregated order that
would result in it receiving or selling more shares than the amount of shares it
would have received or sold had the aggregated order been completely filled. The
Trustees will annually review these procedures or as frequently as shall appear
appropriate.

For the fiscal years ended October 31, 1996, 1997 and 1998, brokerage
commissions paid by the Trust on portfolio transactions totaled $9,322,374,
$13,168,358 and $6,306,652, respectively. Brokerage commissions of $________
paid during the fiscal year ended October 31, 1997, were paid on portfolio
transactions aggregating $________ executed by brokers who provided research and
other statistical and factual information. None of such commissions was paid to
a broker who was an affiliated person of the Trust or an affiliated person of
such a person or, to the knowledge of the Trust, to a broker an affiliated
person of which was an affiliated person of the Trust, its adviser or its
national distributor.

THE INVESTMENT ADVISER

The offices of the Adviser, Phoenix Investment Counsel, Inc., are located at
56 Prospect Street, Hartford, Connecticut 06115. Philip R. McLoughlin, a Trustee
and officer of the Trust, is a director of the Adviser. All other executive
officers of the Trust are officers of the Adviser.

All of the outstanding stock of the Adviser is owned by Phoenix Equity
Planning Corporation ("Equity Planning"), a subsidiary of Phoenix Investment
Partners, Ltd. ("PXP"). Phoenix Home Life Mutual Insurance Company ("Phoenix
Home Life") owns a controlling interest in PXP. Phoenix Home Life is in the
business of writing ordinary and group life and health insurance and annuities.
Equity Planning, the Distributor of the Trust's shares, also performs
bookkeeping, pricing, and administrative services for the Trust. (See "The
Distributor and Distribution Plans"). Equity Planning is registered as a
broker-dealer in fifty states. The

<PAGE>

principal office of Phoenix Home Life is located at One American Row, Hartford,
Connecticut 06115. The principal office of Equity Planning is located at 100
Bright Meadow Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200.

Phoenix Investment Partners, Ltd. is the 10th largest publicly traded
investment company in the nation, and has served investors for over 70 years. It
manages approximately $50 billion in assets through its investment partners:
Aberdeen Fund Managers, Inc. (Aberdeen) in Aberdeen, London, Singapore and Fort
Lauderdale; Duff & Phelps Investment Management Co. (Duff & Phelps) in Chicago
and Cleveland; Roger Engemann & Associates, Inc. (Engemann) in Pasadena; Seneca
Capital Management LLC (Seneca) in San Francisco; and Phoenix Investment
Counsel, Inc. (Goodwin, Hollister, and Oakhurst divisions) in Hartford,
Sarasota, and Scotts Valley, CA, respectively.

All costs and expenses (other than those specifically referred to as being
borne by the Adviser) incurred in the operation of the Trust are borne by the
Trust. Each Fund pays expenses incurred in its own operation and also pays a
portion of the Trust's general administration expenses allocated on the basis of
the asset size of the respective Fund, except where allocation of direct
expenses to each Fund or an alternative allocation method can be more fairly
made. Such expenses include, but shall not be limited to, all expenses incurred
in the operation of the Trust and any public offering of its shares, including,
among others, interest, taxes, brokerage fees and commissions, fees of Trustees
who are not fulltime employees of the Adviser or any of its affiliates, expenses
of Trustees' and shareholders' meetings, including the cost of printing and
mailing proxies, expenses of insurance premiums for fidelity and other coverage,
expenses of repurchase and redemption of shares, expenses of issue and sale of
shares (to the extent not borne by Equity Planning under its agreement with the
Trust), expenses of printing and mailing stock certificates representing shares
of the Trust, association membership dues, charges of custodians, transfer
agents, dividend disbursing agents and financial agents, bookkeeping, auditing,
and legal expenses. The Trust will also pay the fees and bear the expense of
registering and maintaining the registration of the Trust and its shares with
the Securities and Exchange Commission and registering or qualifying its shares
under state or other securities laws and the expense of preparing and mailing
prospectuses and reports to shareholders.

The investment advisory agreement provides that the Adviser shall not be
liable to the Trust or to any shareholder of the Trust for any error of judgment
or mistake of law or for any loss suffered by the Trust or by any shareholder of
the Trust in connection with the matters to which the investment advisory
agreement relates, except a loss resulting from willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of the Adviser in the
performance of its duties thereunder.

As full compensation for the services and facilities furnished to the Trust,
the Adviser is entitled to a fee, payable monthly, as described in the
Prospectus. There is no assurance that the Trust will reach net asset levels
high enough to realize reductions in the rates of the advisory fees.

The Adviser has agreed to reimburse the Trust for the amount, if any, by
which the total operating and management expenses of any Fund (including the
Adviser's compensation, but excluding interest, taxes, brokerage fees and
commissions and extraordinary expenses) for any fiscal year exceed the level of
expenses which such Fund is permitted to bear under the most restrictive expense
limitation imposed on mutual funds by any state in which shares of such Fund are
then qualified for sale. Present expense limitations, to the knowledge of the
Trust, require that the Adviser reimburse the Trust, to the extent of the
compensation received by it from the Trust, for the amount, if any, by which
total operating and management expenses (excluding interest, taxes, brokerage
fees and commissions and extraordinary expenses) of any Fund in any fiscal year
exceed 2.5% of the first $30,000,000, 2% of the next $70,000,000 and 1.5% of any
excess over $100,000,000 of such Fund's average net asset value for such fiscal
year. In the event legislation were to be adopted in each state so as to
eliminate this restriction, the Trust would take such action necessary to
eliminate this expense limitation.

The Adviser has agreed to assume expenses and reduce the advisory fee for the
benefit of the Money Market Fund to the extent that operating expenses
(excluding interest, taxes, brokerage fees and commissions and extraordinary
expenses) exceed 0.85% and 1.60% of average daily net asset values for Class A
Shares and Class B Shares, respectively. Such reimbursement will be made
monthly.

The agreement continues in force from year to year for all Funds, provided
that, with respect to each Fund, the agreement must be approved at least
annually by the Trustees or by vote of a majority of the outstanding voting
securities of the Funds. In addition, and in either event, the terms of the
agreement and any renewal thereof must be approved by the vote of a majority of
the Trustees who are not parties to the agreement or interested persons (as that
term is defined in the Investment Company Act of 1940) of any such party, cast
in person at a meeting called for the purpose of voting on such approval. The
agreement will terminate automatically if assigned and may be terminated at any
time, without payment of any penalty, either by the Trust or by the Adviser, on
sixty (60) days written notice. The investment advisory agreement provides that
upon termination of the agreement, or at the request of the Adviser, the Trust
will eliminate all reference to Phoenix from its name, and will not thereafter
transact business in a name using the word Phoenix.

For services to the Trust during the fiscal years ended October 31, 1996,
1997, and 1998, the Adviser received fees of $35,372,083, $34,413,328 and
$33,577,315, respectively, under the investment advisory agreements in effect.
Of these totals, the Adviser received fees from each Fund as follows:

12
<PAGE>

1996 1997 1998
---- ---- ----
Aggressive Growth Fund $1,537,430 $1,735,384 $1,847,122
Balanced Fund 11,281,357 9,489,765 8,930,936
Growth Fund 15,914,996 16,439,785 17,237,170
High Yield Fund 3,366,120 3,713,370 3,942,021
Money Market Fund 811,036 788,106 786,202
U.S. Government Fund 1,016,243 885,257 833,864

NET ASSET VALUE

The net asset value per share of each Fund is determined as of the close of
trading of the New York Stock Exchange (the "Exchange") on days when the
Exchange is open for trading. The Exchange will be closed on the following
observed national holidays: New Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Since the Trust does not price securities on
weekends or United States national holidays, the net asset value of a Fund's
foreign assets may be significantly affected on days when the investor has no
access to the Trust. The net asset value per share of a Fund is determined by
adding the values of all securities and other assets of the Fund, subtracting
liabilities, and dividing by the total number of outstanding shares of the Fund.
Assets and liabilities are determined in accordance with generally accepted
accounting principles and applicable rules and regulations of the Securities and
Exchange Commission. The total liability allocated to a class, plus that class's
distribution fee and any other expenses allocated solely to that class, are
deducted from the proportionate interest of such class in the assets of the
Fund, and the resulting amount of each is divided by the number of shares of
that class outstanding to produce the net asset value per share.

A security that is listed or traded on more than one exchange is valued at
the quotation on the exchange determined to be the primary exchange for such
security by the Trustees or their delegates. Because of the need to obtain
prices as of the close of trading on various exchanges throughout the world, the
calculation of net asset value may not take place for any Fund which invests in
foreign securities contemporaneously with the determination of the prices of the
majority of the portfolio securities of such Fund. All assets and liabilities
initially expressed in foreign currency values will be converted into United
States dollar values at the mean between the bid and ask quotations of such
currencies against United States dollars as last quoted by any recognized
dealer. If an event were to occur after the value of an investment was so
established but before the net asset value per share was determined, which was
likely to materially change the net asset value, then the instrument would be
valued using fair value considerations by the Trustees or their delegates. If at
any time a Fund has investments where market quotations are not readily
available, such investments are valued at the fair value thereof as determined
in good faith by the Trustees although the actual calculations may be made by
persons acting pursuant to the direction of the Trustees.

MONEY MARKET FUND
The assets of the Money Market Fund are valued on the basis of amortized cost
absent extraordinary or unusual market conditions. Under the amortized cost
method of valuation, securities are valued at cost on the date of purchase.
Thereafter the value of a security is increased or decreased incrementally each
day so that at maturity any purchase discount or premium is fully amortized and
the value of the security is equal to its principal amount. Due to fluctuations
in interest rates, the amortized cost value of the Money Market Fund securities
may at times be more or less than their market value. By using amortized cost
valuation, the Money Market Fund seeks to maintain a constant net asset value of
$1.00 per share despite minor shifts in the market value of its portfolio
securities.

The yield on a shareholder's investment may be more or less than that which
would be recognized if the Fund's net asset value per share was not constant and
was permitted to fluctuate with the market value of the Fund's portfolio
securities. However, as a result of the following procedures, it is believed
that any difference will normally be minimal. The deviation is monitored
periodically by comparing the Fund's net asset value per share as determined by
using available market quotations with its net asset value per share as
determined through the use of the amortized cost method of valuation. The
Adviser makes such comparisons at least weekly and will advise the Trustees
promptly in the event of any significant deviation. If the deviation exceeds 1/2
of l%, the Trustees will consider what action, if any, should be initiated to
provide fair valuation of the Fund's portfolio securities and prevent material
dilution or other unfair results to shareholders. Such action may include
redemption of shares in kind, selling portfolio securities prior to maturity,
withholding dividends or utilizing a net asset value per share as determined by
using available market quotations. Furthermore, the assets of the Fund will not
be invested in any security with a maturity of greater than 397 days, and the
average weighted maturity of its portfolio will not exceed 90 days. Portfolio
investments will be limited to U.S. dollar-denominated securities which present
minimal credit risks and are of high quality as determined either by a major
rating service or, if not rated, by the Trustees.

<PAGE>

HOW TO BUY SHARES

The minimum initial investment is $500 and the minimum subsequent investment
is $25. However, both the minimum initial and subsequent investment amounts are
$25 for investments pursuant to the "Investo-Matic" plan, a bank draft investing
program administered by 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. Completed applications for the purchase
of shares should be mailed to: Phoenix Funds, c/o State Street Bank and Trust
Company, P.O. Box 8301, Boston, MA 02266-8301.

The Trust 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 Trust's behalf.
The Trust 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 (except Class A Shares of the
Money Market Fund), 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 C Shares would be less than the initial sales charge and accumulated
distribution and services fees on Class A Shares purchased at the same time.
Note, only the High Yield Fund offers Class C Shares.

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. Class A
Shares are subject to an ongoing distribution and services fees at an annual
rate of 0.25% of the Fund's aggregate average daily net assets attributable to
the Class A Shares. In addition, certain purchases of Class A Shares qualify for
reduced initial sales charges.

CLASS B SHARES

Class B Shares do not incur a sales charge when they are purchased, but they
are subject to a sales charge if they are redeemed within five years of
purchase. The deferred sales charge may be waived in connection with certain
qualifying redemptions.

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

Class B Shares include all shares purchased pursuant to the deferred sales
charge alternative which have been outstanding for less than the period ending
eight years after the end of the month in which the shares were issued. At the
end of this period, Class B Shares will automatically convert to Class A Shares
and will no longer be subject to the higher distribution and services fee. Such
conversion will be on the basis of the relative net asset value of the two
classes without the imposition of any sales load, fee or other charge.

For purposes of conversion to Class A Shares 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.

14
<PAGE>

CLASS C SHARES--HIGH YIELD FUND ONLY

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

PURCHASES OF SHARES OF THE MONEY MARKET FUND
The minimum initial investment and the minimum subsequent investment for the
purchase of shares of the Money Market Fund is set forth in the Prospectus.
Shares of the Money Market Fund are sold through registered representatives of
Equity Planning or through brokers or dealers with whom Equity Planning has
sales agreements. (See "Distribution Plans"). Initial purchases of shares may
also be made by mail by completing an application and mailing it directly to
Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA
02266-8301. Subsequent purchases should be sent to State Street Bank and Trust
Company. An investment is accepted when funds are credited to the purchaser.
Investments are credited not later than the second business day after receipt by
the Trust of checks drawn on U.S. banks payable in U.S. funds. Shares purchased
begin earning dividends the day after funds are credited. Certified checks are
not necessary.

CLASS A SHARES--REDUCED INITIAL SALES CHARGES

Investors choosing the initial sales charge alternative under certain
circumstances may be entitled to pay reduced sales charges. The circumstances
under which such investors may pay reduced sales charges 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-Engemann Funds,
Phoenix-Seneca Funds or any other mutual fund advised, subadvised or distributed
by the Adviser, Distributor or any of their corporate affiliates; (2) any
director or officer, or any full-time employee or sales representative (for at
least 90 days), of the Adviser or Distributor; (3) registered representatives
and employees of securities dealers with whom Distributor has sales agreements;
(4) any qualified retirement plan exclusively for persons described above; (5)
any officer, director or employee of a corporate affiliate of the Adviser or
Distributor; (6) any spouse, child, parent, grandparent, brother or sister of
any person named in (1), (2), (3) or (5) above; (7) employee benefit plans for
employees of the Adviser, Distributor and/or their corporate affiliates; (8) any
employee or agent who retires from Phoenix Home Life, Distributor and/or their
corporate affiliates; (9) any account held in the name of a qualified employee
benefit plan, endowment fund or foundation if, on the date of the initial
investment, the plan, fund or foundation has assets of $10,000,000 or more or at
least 100 eligible employees; (10) any person with a direct rollover transfer of
shares from an established Phoenix Fund, Phoenix-Engemann Fund or Phoenix-Seneca
Fund qualified plan; (11) any Phoenix Home Life separate account which funds
group annuity contracts offered to qualified employee benefit plans; (12) any
state, county, city, department, authority or similar agency prohibited by law
from paying a sales charge; (13) any fully matriculated student in any U.S.
service academy; (14) any unallocated account held by a third party
administrator, registered investment adviser, 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; (15) any person who is
investing redemption proceeds from investment companies other than the Phoenix
Funds, Phoenix-Engemann Fund or Phoenix-Seneca Fund if, in connection with the
purchases or redemption of the redeemed shares, the investor paid a prior sales
charge provided such investor supplies verification that the redemption occurred
within 90 days of the Phoenix Fund purchase and that a sales charge was paid;
(16) any deferred compensation plan established for the benefit of any Phoenix
Fund, Phoenix-Engemann Fund or Phoenix-Seneca Fund trustee or director; provided
that sales to persons listed in (1) through (15) 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 or M 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; or (19) 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 (19) may be
charged a fee by the broker, agent or financial intermediary for purchasing
shares).

COMBINATION PURCHASE PRIVILEGE. Your purchase of any class of shares of this
or any other Affiliated Phoenix Fund (other than Phoenix Money Market Fund
Series Class A Shares), if made at the same time by the same "person," will be
added together to determine whether the combined sum entitles you to an
immediate reduction in sales charges. A "person" is defined in this and the
following sections as (a) any individual, their spouse and minor children
purchasing shares for his or their own account (including an IRA account)
including his or their own trust; (b) a trustee or other fiduciary purchasing
for a single trust, estate or single fiduciary account (even though more than
one beneficiary may exist); (c) multiple employer trusts or Section 403(b) plans
for the same

<PAGE>

employer; (d) multiple accounts (up to 200) under a qualified employee benefit
plan or administered by a third party administrator; or (e) trust companies,
bank trust departments, registered investment advisers, and similar entities
placing orders or providing administrative services with respect to funds over
which they exercise discretionary investment authority and which are held in a
fiduciary, agency, custodial or similar capacity, provided all shares are held
of record in the name, or nominee name, of the entity placing the order.

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

LETTER OF INTENT. If you sign a Letter of Intent, your purchase of any class
of shares of this or any other Affiliated Phoenix Fund (other than Phoenix Money
Market Fund Series Class A Shares), if made by the same person within a
thirteen-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 nonbinding 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 or M Shares
before Class C or B Shares, respectively. Oldest shares will be redeemed before
selling newer shares. Any remaining shares will then be deposited to your
account.

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

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

CLASS B AND C SHARES--WAIVER OF SALES CHARGES
The CDSC is waived on the redemption (sale) of Class B and 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)
based on the exercise of exchange privileges among Class B and C Shares of this
or any other Affiliated Phoenix Fund; (f) based on any direct rollover transfer
of shares from an established Affiliated Phoenix Fund qualified plan into an
Affiliated Phoenix Fund IRA by participants terminating from the qualified plan;
and (g) based on the systematic withdrawal program (Class B Shares only). 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 or C Shares are not redeemed within one year of the death, they will
remain subject to the applicable CDSC when redeemed.

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

<PAGE>

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 Funds.

INVESTOR ACCOUNT SERVICES

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

EXCHANGES. Under certain circumstances, shares of any Phoenix Fund (except
Class A Shares of the Money Market Fund) may be exchanged for shares of the same
Class of another Phoenix Fund or any other Affiliated Phoenix Fund on the basis
of the relative net asset values per share at the time of the exchange.
Exchanges are subject to the minimum initial investment requirement of the
designated Fund, Series, or Portfolio, except if made in connection with the
Systematic Exchange privilege. Shareholders may exchange shares held in
book-entry form for an equivalent number (value) of the same class of shares of
any other Phoenix Fund, if currently offered. On exchanges with share classes
that carry a contingent deferred sales charge, the CDSC schedule of the original
shares purchased continues to apply. The exchange of shares is treated as a sale
and purchase for federal income tax purposes (see also "Dividends, Distributions
and Taxes").

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

DIVIDEND REINVESTMENT ACROSS ACCOUNTS. If you maintain an account balance of
at least $5,000, or $2,000 for tax qualified retirement benefit plans
(calculated on the basis of the net asset value of the shares held in a single
account), you may direct that any dividends and distributions paid with respect
to shares in that account be automatically reinvested in a single account of one
of the other Phoenix Funds or any other Affiliated Phoenix Fund at net asset
value. You should obtain a current prospectus and consider the objectives and
policies of each Fund carefully before directing dividends and distributions to
another Fund. Reinvestment election forms and prospectuses are available from
Equity Planning. Distributions may also be mailed to a second payee and/or
address. Requests for directing distributions to an alternate payee must be made
in writing with a signature guarantee of the registered owner(s). To be
effective with respect to a particular dividend or distribution, notification of
the new distribution option must be received by the Transfer Agent at least
three days prior to the record date of such dividend or distribution. If all
shares in your account are repurchased or redeemed or transferred between the
record date and the payment date of a dividend or distribution, you will receive
cash for the dividend or distribution regardless of the distribution option
selected.

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

To establish this service, please complete an Invest-by-Phone Application and
attach a voided check if applicable. Upon Equity Planning's acceptance of the
authorization form (usually within two weeks) shareholders may call toll free
(800) 367-5877 prior to 3:00 p.m. (New York time) to place their purchase
request. Instructions as to the account number and amount to be invested must be
communicated to Equity Planning. Equity Planning will then contact the
shareholder's bank via ACH with appropriate instructions. The purchase is
normally credited to the shareholder's account the day following receipt of the
verbal instructions. This service may also be used to request redemption of
shares of the Money Market Fund, the proceeds of which are transferred to the
shareholder's bank the second day following receipt of the verbal request. The
Trust may delay the mailing of a check for redemption proceeds of Trust 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 Trust 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

<PAGE>

Transfer Agent, as agent for the shareowner, on or about the 15th of the month
at the closing net asset value on the date of redemption. The Systematic
Withdrawal Program also provides for redemptions to be tendered on or about the
10th, 15th or 25th of the month with proceeds to be directed through Automated
Clearing House (ACH) to your bank account. In addition to the limitations stated
below, withdrawals may not be less than $25 and minimum account balance
requirements shall continue to apply.

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

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

HOW TO REDEEM SHARES

Under the 1940 Act, payment for shares redeemed must ordinarily be made
within seven days after tender. The right to redeem shares may be suspended and
payment therefor postponed during periods when the New York Stock Exchange is
closed, other than customary weekend and holiday closings, or if permitted by
rules of the Securities and Exchange Commission, during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for the Trust to dispose of its securities or to determine fairly the value of
its net assets or during any other period permitted by order of the Securities
and Exchange Commission for the protection of investors. Furthermore, the
Transfer Agent will not mail redemption proceeds until checks received for
shares purchased have cleared, which may take up to 15 days or more after
receipt of the check. See the Funds' current Prospectus for further information.
Redemptions by Class B and Class C shareholders will be subject to the
applicable deferred sales charge, if any.

REDEMPTION OF SMALL ACCOUNTS
Each shareholder account in the Funds which has been in existence for at
least one year and has a value of less than $200 may be redeemed upon the giving
of not less than 30 days written notice to the shareholder mailed to the address
of record. During the 60 day period the shareholder has the right to add to the
account to bring its value to $200 or more.

BY MAIL
Shareholders may redeem shares by making written request, executed in the
full name of the account, directly to Phoenix Funds c/o State Street Bank and
Trust Company, P.O. Box 8301, Boston, MA 02266-8301. However, when certificates
for shares are in the possession of the shareholder, they must be mailed or
presented, duly endorsed in the full name of the account, with a written request
to Equity Planning that the Trust redeem the shares. See the 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.

BY CHECK (U.S. GOVERNMENT SECURITIES FUND, HIGH YIELD FUND AND MONEY MARKET
FUND ONLY)
Any shareholder of these Funds may elect to redeem shares held in his Open
Account by check. Checks will be sent to an investor upon receipt by Equity
Planning of a completed application and signature card (attached to the
application). If the signature card accompanies an individual's initial account
application, the signature guarantee section of the form may be disregarded.
However, the Trust reserves the right to require that all signatures be
guaranteed prior to the establishment of a check writing service account. When
an authorization form is submitted after receipt of the initial account
application, all signatures must be guaranteed regardless of account value.

Checks may be drawn payable to any person in an amount of not less than $500,
provided that immediately after the payment of the redemption proceeds the
balance in the shareholder's Open Account is $500 or more.

<PAGE>

When a check is presented to Equity Planning for payment, a sufficient number
of full and fractional shares in the shareholder's Open Account will be redeemed
to cover the amount of the check. The number of shares to be redeemed will be
determined on the date the check is received by the Transfer Agent. Presently
there is no charge to the shareholder for the check writing service, but this
may be changed or modified in the future upon two weeks written notice to
shareholders. Checks drawn from Class B and Class C accounts are subject to the
applicable deferred sales charge, if any.

The checkwriting procedure for redemption enables a shareholder to receive
income accruing on the shares to be redeemed until such time as the check is
presented to Equity Planning for payment. Inasmuch as canceled checks are
returned to shareholders monthly, no confirmation statement is issued at the
time of redemption.

Shareholders utilizing withdrawal checks will be subject to Equity Planning's
rules governing checking accounts. A shareholder should make sure that there are
sufficient shares in his Open Account to cover the amount of any check drawn. If
insufficient shares are in the account and the check is presented to Equity
Planning on a banking day on which the Trust does not redeem shares (for
example, a day on which the New York Stock Exchange is closed), or if the check
is presented against redemption proceeds of an investment made by check which
has not been in the account for at least fifteen calendar days, the check may be
returned marked "Non-sufficient Funds" and no shares will be redeemed. A
shareholder may not close his account by a withdrawal check because the exact
value of the account will not be known until after the check is received by
Equity Planning.

REDEMPTION IN KIND
To the extent consistent with state and federal law, the Funds may make
payment of the redemption price either in cash or in kind. However, the Funds
have elected to pay in cash all requests for redemption by any shareholder of
record, limited in respect to each shareholder during any 90-day period to the
lesser of $250,000 or 1% of the net asset value of the Funds at the beginning of
such period. This election has been made pursuant to Rule 18f-1 under the
Investment Company Act of 1940 Act 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 Funds. 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 and conditions
attached to this privilege.

TAX-SHELTERED RETIREMENT PLANS

Shares of the Trust 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

As stated in the Prospectus, it will be the policy of the Trust and of each
Fund that each comply with provisions of the Internal Revenue Code (the "Code")
relieving investment companies which distribute substantially all of their net
income from Federal income tax on the amounts distributed.

The Federal tax laws also impose a four percent nondeductible excise tax on
each regulated investment company with respect to an amount, if any, by which
such company does not meet distribution requirements specified in such tax laws.
The Trust intends that each Fund will comply with such distribution requirements
and thus does not expect to incur the four percent nondeductible excise tax.

As stated in the Prospectus, the Trust believes that each of its Funds will
be treated as a single entity. Prior to November 1, 1986, the Trust was treated
as a single entity.

To qualify for treatment as a regulated investment company ("RIC") each Fund
must, among other things: (a) derive in each taxable year at least 90% of its
gross income from dividends, interest and gains from the sale or other
disposition of securities; and (b) meet certain diversification requirements
imposed under the Code at the end of each quarter of the taxable year. Under
certain state tax laws, each Fund must also comply with the "short-short" test
to qualify for treatment as a RIC for state tax purposes. Under the
"short-short" test the Fund must derive less than 30% of its gross income each
taxable year as gains (without deduction for losses) from the sale or other
disposition of securities for less than three months. If in any taxable year
each Fund does not qualify as a regulated investment company, all of its taxable
income will be taxed at corporate rates. In addition, if in any tax year the
Fund does not qualify as a RIC for state tax purposes a capital gain dividend
may not retain its character in the hands of the shareholder for state tax
purposes.

<PAGE>

Income dividends and short-term capital gains distributions, whether received
in shares or in cash, are treated by shareholders as ordinary income for Federal
income tax purposes. Prior to January 1, 1987, income dividends were eligible
for the dividends received exclusion of $100 ($200 for a joint return) available
to individuals and the 85% dividends received deduction available to corporate
shareholders, subject, in either case, to reduction, for various reasons,
including the fact that dividends received from domestic corporations in any
year were less than 95% of the distributing Fund's gross income, in the case of
individual distributees, or 100% of the distributing Fund's gross income, in the
case of corporate distributees. Any income dividends received after December 31,
1987 do not qualify for dividend exclusion on an individual tax return but
corporate shareholders are eligible for a 70% dividends received deduction (80%
in the case of a 20% shareholder) subject to a reduction for various reasons
including the fact that dividends received from domestic corporations in any
year are less than 100% of the distributing Fund's gross income. Gross income
includes the excess of net short-term capital gains over net long-term capital
losses.

Distributions which are designated by the Trust as long-term capital gains,
whether received in shares or in cash, are taxable to shareholders as long-term
capital gains (regardless of how long such person has been a shareholder) and
are not eligible for the dividends received exclusion. Any loss from the sale of
shares held for six months or less will be treated as long-term capital loss to
the extent of any capital gain distributions paid with respect to such shares.

Individuals are entitled to deduct "miscellaneous itemized deductions"
specified in the Code only to the extent they exceed two percent of the
individuals' "adjusted gross income." Effective January 1, 1988, included within
the miscellaneous itemized deductions subject to the two percent "floor" are
indirect deductions through certain pass-through entities such as the Funds. The
Secretary of the Treasury is authorized to prescribe regulations relating to the
manner in which the floor will be applied with respect to indirect deductions
and to the manner in which pass-through entities such as the Funds will report
such amounts to the individual shareholders. Individual shareholders are advised
that, pursuant to these rules, they may be required to report as income amounts
in excess of actual distributions made to them.

The Trust is required to withhold for income taxes, 31% of dividends,
distributions and redemption payments, if any of the following circumstances
exist: i) a shareholder fails to provide the Trust with a correct taxpayer
identification number ("TIN"); ii) the Trust is notified by the Internal Revenue
Service that the shareholder furnished an incorrect TIN; or iii) the Trust is
notified by the Internal Revenue Service that withholding is required because
the shareholder failed to report the receipt of dividends or interest from other
sources. Withholding may also be required for accounts with respect to which a
shareholder fails to certify that i) the TIN provided is correct and ii) the
shareholder is not subject to such withholding. However, withholding will not be
required from certain exempt entities nor those shareholders complying with the
procedures as set forth by the Internal Revenue Service. A shareholder is
required to provide the Trust with a correct TIN. The Trust in turn is required
to report correct taxpayer identification numbers when filing all tax forms with
the Internal Revenue Service. Should the IRS levy a penalty on the Trust for
reporting an incorrect TIN and that TIN was provided by the shareholder, the
Trust will pass the penalty onto the shareholder.

Dividends paid by a Fund from net investment income and net realized
short-term capital gains to a shareholder who is a nonresident alien individual,
a foreign trust or estate, a foreign corporation or a foreign partnership (a
"foreign shareholder") will be subject to United States withholding tax at a
rate of 30% unless a reduced rate of withholding or a withholding exemption is
provided under applicable treaty law. Foreign shareholders are urged to consult
their own tax advisors concerning the applicability of the United States
withholding tax and any foreign taxes.

This discussion of "Dividends, Distributions and Taxes" is a general and
abbreviated summary of applicable provisions of the Code and Treasury
regulations now in effect as currently interpreted by the courts and the
Internal Revenue Service. The Code and these Regulations, as well as the current
interpretations thereof, may be changed at any time by legislative, judicial, or
administrative action.

Shareholders ordinarily will also be subject to state income taxes on the
dividends and distributions they receive from each Fund. Shareholders are urged
to consult counsel or other competent tax advisers regarding specific questions
as to Federal, state or local taxes.

THE DISTRIBUTOR

Phoenix Equity Planning Corporation ("Equity Planning"), which has undertaken
to use its best efforts to find purchasers for shares of the Trust, serves as
the national distributor of the Trust's shares. Shares of each 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 Trust
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 Trust shares pursuant to sales
agreements entered into with bank-affiliated securities brokers who, acting as
agent for their customers, place orders for Trust shares with Equity Planning.
Although the Glass-Steagall Act prohibits banks and bank affiliates from
engaging in the business of underwriting, distributing or selling securities
(including mutual fund shares), banking regulators have not indicated that such
institutions are prohibited from purchasing mutual fund shares upon the order
and for the account of their customers. In addition, state securities laws on
this issue may differ from the interpretations of federal law and banks and
financial institutions may be required to register as dealers pursuant

<PAGE>

to state law. 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 the fiscal years ended October 31, 1996, 1997, and 1998, Equity
Planning's gross commissions on sales of Trust shares totaled $6,512,356,
$5,398,731 and $4,783,475, respectively. Of these gross selling commissions,
$912,483, $1,156,623 and $1,048,347, respectively, were allowed to Equity
Planning as dealer.

Dealers with whom the Distributor has entered into sales agreements receive a
discount or commission as set forth below.

<TABLE>
<CAPTION>
DEALER DISCOUNT
SALES CHARGE SALES CHARGE OR AGENCY FEE
AMOUNT OF TRANSACTION AS PERCENTAGE AS PERCENTAGE AS PERCENTAGE OF
AT OFFERING PRICE OF OFFERING PRICE OF AMOUNT INVESTED OFFERING PRICE
----------------- ----------------- ------------------ --------------

<S> <C> <C> <C> <C>
Less than $50,000 4.75% 4.99% 4.25%
$50,000 but under $100,000 4.50% 4.71% 4.00%
$100,000 but under $250,000 3.50% 3.63% 3.00%
$250,000 but under $500,000 3.00% 3.09% 2.75%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more None None None
</TABLE>

In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares and a sales commission of 1% of the sale price of
Class C Shares sold by such dealers. 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. 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, the broker-dealer will refund to the Distributor such amounts
paid with respect to the investment. In addition, the Distributor may pay the
entire applicable sales charge on purchases of Class A Shares to selected
dealers and agents. Any dealer who receives more than 90% of a sales charge may
be deemed to be an "underwriter" under the Securities Act of 1933.

ADMINISTRATIVE SERVICES
Equity Planning also acts as administrative agent of the Funds and as such
performs administrative, bookkeeping and pricing functions for the Funds. For
its services, Equity Planning will be paid a fee equal to the sum of (1) the
documented cost of fund accounting and related services provided by PFPC Inc.,
as subagent, plus (2) the documented cost of Equity Planning to provide
financial reporting and tax services and to oversee the subagent's performance.
The current fee schedule of PFPC Inc. is based upon the average of the
aggregate daily net asset values of the Funds, at the following incremental
annual rates.

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

Percentage rates are applied to the aggregate daily net asset values of the
Funds. PFPC Inc. also charges minimum fees and additional fees for each
additional class of fund shares. Equity Planning retains PFPC Inc. as subagent
for each of the funds for which Equity Planning serves as administrative agent.
PFPC Inc. agreed to a modified fee structure and waived certain charges.
Because PFPC Inc.'s arrangement would have favored smaller funds over larger
funds, Equity Planning reallocates PFPC Inc.'s overall asset-based charges
among all funds for which it serves as administrative agent on the basis of the
relative net assets of each fund. As a result, the PFPC Inc. charges to the
Fund are expected to be slightly less than the amount that would be found
through

<PAGE>

direct application of the table illustrated above. For its services during the
Fund's fiscal year ended October 31, 1998, Equity Planning received $1,675,974.

DISTRIBUTION PLANS

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

Pursuant to the Class B and Class C Plans, each Fund may reimburse the
Distributor monthly for actual expense of the Distributor up to 0.75% (0.50% for
the Money Market Fund) of the average daily net assets of the Class B and Class
C Shares, respectively. Expenditures under the Plans shall consist of: (i)
commissions to sales personnel for selling shares of the Funds; (ii)
compensation, sales incentives and payments to sales, marketing and service
personnel; (iii) payments to broker-dealers and other financial institutions
which have entered into agreements with the Distributor in the form of the
Dealer Agreement for Phoenix Funds for services rendered in connection with the
sale and distribution of shares of the Funds; (iv) payment of expenses incurred
in sales and promotional activities, including advertising expenditures related
to the Funds; (v) the costs of preparing and distributing promotional materials;
(vi) the cost of printing the Funds' Prospectus and Statement of Additional
Information for distribution to potential investors; and (vii) such other
similar services that the Trustees of the Funds determine are reasonably
calculated to result in the sale of shares of the Funds. In addition, the Funds
will pay the Distributor 0.25% annually of the average daily net assets of the
Funds' shares for providing services to the shareholders, including assistance
in connection with inquiries related to shareholder accounts (the "Service
Fee").

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.

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.

Each Plan requires that at least quarterly the Trustees of the Trust review a
written report with respect to the amounts expended under the Plan and the
purposes for which such expenditures were made. While each Plan is in effect,
the Trust will be required to commit the selection and nomination of candidates
for Trustees who are not interested persons of the Trust to the discretion of
other Trustees who are not interested persons. Each Plan continues in effect
from year to year only provided such continuance is approved annually in advance
by votes of the majority of both (a) the Board of Trustees of the Trust and (b)
the Rule 12b-1 Trustees, cast in person at a meeting called for the purpose of
voting on the Plan and any agreements related to each Plan. No interested person
of the Trust and no Trustee who is not an interested person of the Trust, as
that term is defined in the Investment Company Act of 1940, has any direct or
indirect financial interest in the operation of the Plans.

For the fiscal year ended October 31, 1998, the Funds paid Rule l2b-l Fees in
the amount of $14,990,674, of which the principal underwriter received
$3,050,942; W.S. Griffith & Co., Inc., an affiliate, received $1,390,286; and
unaffiliated broker-dealers received $10,549,446. Distributor expenses under the
Plans consisted of: (1) advertising ($________); (2) printing and mailing of
prospectuses to other than current shareholders ($________); (3) compensation to
dealers ($________); (4) compensation to sales personnel ($________); (5)
service costs ($________) and (6) other ($________).

MANAGEMENT OF THE TRUST

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

<PAGE>

TRUSTEES AND OFFICERS

The trustees and executive officers of the Trust and their principal
occupations for at least the last five years are set forth below. Unless
otherwise noted, the address of each executive officer and trustee is 56
Prospect Street, Hartford, Connecticut 06115-0480.

<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------

<S> <C> <C>
Robert Chesek (64) Trustee Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix
49 Old Post Road Funds. Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Wethersfield, CT 06109 Phelps Institutional Mutual Funds (1996-present). Vice President,
Common Stock, Phoenix Home Life Mutual Insurance Company
(1980-1994). Director/Trustee, the National Affiliated Investment
Companies (until 1993).

E. Virgil Conway (69) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Blackrock Freddie Mac
Mortgage Securities Fund (Advisory Director) (1990-present),
Centennial Insurance Company (1974-present), Josiah Macy, Jr.,
Foundation (1975-present), The Harlem Youth Development
Foundation (1987-present), Accuhealth (1994-present), Trism, Inc.
(1994-present), Realty Foundation of New York (1972-present), New
York Housing Partnership Development Corp. (Chairman)
(1981-present) and Fund Directions (Advisory Director)
(1993-present). Director/Trustee, Phoenix Funds (1993-present).
Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996- present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. and Duff & Phelps Utility
and Corporate Bond Trust Inc. (1995-present). Chairman, Audit
Committee of the City of New York (1981-1996). Advisory Director,
Blackrock Fannie Mae Mortgage Securities Fund (1989-1996).
Chairman, Financial Accounting Standards Advisory Council
(1992-1995). Director/Trustee, the National Affiliated Investment
Companies (until 1993).

Harry Dalzell-Payne (69) Trustee Director/Trustee, Phoenix Funds (1983-present). Trustee,
330 East 39th Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Apartment 29G Institutional Mutual Funds (1996-present). Director, Duff &
New York, NY 10016 Phelps Utilities Tax-Free Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present). Director, Farragut Mortgage
Co., Inc. (1991-1994). Director/Trustee, the National Affiliated
Investment Companies (1983-1993). Formerly a Major General of the
British Army.

*Francis E. Jeffries (67) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
6585 Nicholas Blvd. Phoenix-Aberdeen Series Inc. and Phoenix Duff & Phelps
Apt. 1601 Institutional Mutual Funds (1996-present). Director, Duff &
Naples, FL 33963 Phelps Utilities Income Inc. (1987-present), Duff & Phelps
Utilities Tax-Free Income Inc. (1991-present) and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1993-present). Director,
The Empire District Electric Company (1984-present). Director
(1989-1997), Chairman of the Board (1993- 1997), President
(1989-1993), and Chief Executive Officer (1989- 1995), Phoenix
Investment Partners, Ltd.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>

Leroy Keith, Jr. (58) Trustee Chairman and Chief Executive Officer, Carson Products Company
Chairman and Chief (1995-present). Director/Trustee, Phoenix Funds (1980-present).
Executive Officer Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Carson Product Company Institutional Mutual Funds (1996-present). Director, Equifax
64 Ross Road Corp. (1991-present) and Evergreen International Fund, Inc.
Savannah, GA 30750 (1989-present). Trustee, Evergreen Liquid Trust, Evergreen Tax
Exempt Trust, Evergreen Tax Free Fund, Master Reserves Tax Free
Trust, and Master Reserves Trust. President, Morehouse College
(1987-1994). Chairman and Chief Executive Officer, Keith Ventures
(1992-1994). Director/Trustee, the National Affiliated Investment
Companies (until 1993).

*Philip R. McLoughlin (51) Trustee and Chairman (1997-present), Vice Chairman (1995-1997) and
President 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). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990- present), Phoenix Equity
Planning Corporation. Director (1993-present), Chairman
(1993-present) and Chief Executive Officer (1993-1995), National
Securities & Research Corporation. Director, Phoenix Realty Group,
Inc. (1994-present), Phoenix Realty Advisors, Inc. (1987-present),
Phoenix Realty Investors, Inc. (1994-present), Phoenix Realty
Securities, Inc. (1994-present), PXRE Corporation (Delaware)
(1985-present), and World Trust Fund (1991-present). Director and
Executive Vice President, Phoenix Life and Annuity Company
(1996-present). Director and Executive Vice President, PHL Variable
Insurance Company (1995-present). Director, Phoenix Charter Oak
Trust Company (1996-present). Director and Vice President, PM
Holdings, Inc. (1985-present). Director and President, Phoenix
Securities Group, Inc. (1993-1995). Director (1992-present) and
President (1992-1994), W.S. Griffith & Co., Inc. Director
(1992-present). Director, PHL Associates Inc. (1995-present).
Director/Trustee, the National Affiliated Investment Companies
(until 1993).

Everett L. Morris (69) Trustee Vice President, W.H. Reaves and Company (1993-present). Director/
164 Laird Road Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-Aberdeen
Colts Neck, NJ 07722 Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1993-present). Director, Public Service Enterprise
Group, Incorporated (1986-1993).

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>

*James M. Oates (51) Trustee Chairman, IBEX Capital Markets LLC (1997-present). Managing
Managing Director Director, Wydown Group (1994-present). Director, Phoenix
The Wydown Group Investment Partners, Ltd. (1995-present). Director/Trustee,
IBEX Capital Markets LLC Phoenix Funds (1987-present). Trustee, Phoenix-Aberdeen Series
60 State Street Fund and Phoenix Duff & Phelps Institutional Mutual Funds
Suite 950 (1996-present). Director, AIB Govett Funds (1991-present), Blue
Boston, MA 02109 Cross and Blue Shield of New Hampshire (1994-present), Investors
Financial Service Corporation (1995-present), Investors Bank &
Trust Corporation (1995-present), Plymouth Rubber Co.
(1995-present), Stifel Financial (1996-present) and Command
Systems, Inc. (1998-present). Vice Chairman, Massachusetts
Housing-Partnership (1998-present). Member, Chief Executives
Organization (1996-present). Director (1984-1994), President
(1984-1994) and Chief Executive Officer (1986-1994), Neworld
Bank. Director/Trustee, the National Affiliated Investment
Companies (until 1993).

*Calvin J. Pedersen (56) Trustee Director (1986-present), President (1993-present) and Executive
Phoenix Duff & Phelps Vice President (1992-1993), Phoenix Investment Partners, Ltd.
Corporation Director/ Trustee, Phoenix Funds (1995-present). Trustee,
55 East Monroe Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Suite 3600 Institutional Mutual Funds (1996-present). President and Chief
Chicago, IL 60603 Executive Officer, Duff & Phelps Utilities Tax-Free Income Inc.
(1995-present), Duff & Phelps Utilities Income Inc.
(1994-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present).

Herbert Roth, Jr. (69) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present). Director, Boston
Sherborn, MA 01770 Edison Company (1978-present), Landauer, Inc. (medical services)
(1970-present), Tech Ops./Sevcon, Inc. (electronic controllers)
(1987-present), and Mark IV Industries (diversified manufacturer)
(1985-present). Member, Directors Advisory Council, Phoenix Home
Life Mutual Insurance Company (1998-present). Director, Key
Energy Group (oil rig service) (1988-1994) and Phoenix Home Life
Mutual Insurance Company (1972-1998). Director/Trustee, the
National Affiliated Investment Companies (until 1993).

Richard E. Segerson (52) Trustee Managing Director, Mullin Associates (1993-present). Director/
102 Valley Road Trustee, Phoenix Funds (1993-present). Trustee, Phoenix-Aberdeen
New Canaan, CT 07840 Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Vice President and General Manager, Coats &
Clark, Inc. (previously Tootal American, Inc.) (1991-1993).
Director/ Trustee, the National Affiliated Investment Companies
(1984-1993).

Lowell P. Weicker, Jr. (67) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present). Director, UST Inc. (1995-
present), HPSC Inc. (1995-present), Duty Free International, Inc.
(1997-present) and Compuware (1996-present). Visiting Professor,
University of Virginia (1997-present). Chairman, Dresing, Lierman,
Weicker (1995-1996). Governor of the State of Connecticut
(1991-1995).

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
Michael E. Haylon (40) Executive Vice Director and Executive Vice President--Investments, Phoenix Duff &
President Phelps Corporation (1995-present). Executive Vice President,
Phoenix Funds (1993-present) and Phoenix-Aberdeen Series Fund
(1996-present). Executive Vice President (1997-present), Vice President
(1996-1997), Phoenix Duff & Phelps Institutional Mutual Funds.
Director (1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix Investment
Counsel, Inc. Director (1994-present), President (1996-present),
Executive Vice President (1994-1996), Vice President (1993-1994),
National Securities & Research Corporation. Director, Phoenix
Equity Planning Corporation (1995-present). Senior Vice President,
Securities Investments, Phoenix Home Life Mutual Insurance Company
(1993-1995). Various other positions with Phoenix Home Life
Mutual Insurance Company (1990-1993).

[insert Sharry]

Roger Engemann (57) Senior Vice Vice President (1998-present), Phoenix Series Fund and Phoenix
600 North Rosemead Blvd. President Investment Counsel, Inc. President and Director (1969-present),
Pasadena, CA 91107 Roger Engemann & Associates, Inc. Owner (1996-present), Pasadena
National Trust Company. President and Director (1988-present),
Pasadena Capital Corporation. Chairman of the Board, President
and Trustee (1986-present), Phoenix-Engemann Funds. President and
Director (1985-present), Roger Engemann Management Co., Inc.

James D. Wehr (40) Senior Vice Managing Director, Fixed Income (1996-present), Vice President
President (1991-1996), Phoenix Investment Counsel, Inc. Managing Director,
Fixed Income (1996-present), Vice President (1993-1996), National
Securities & Research Corporation. Senior Vice President (1997-
present), Vice President (1988-1997) Phoenix Multi-Portfolio Fund;
Senior Vice President (1997-present), Vice President (1990-1997)
Phoenix Series Fund; Senior Vice President (1997-present), Vice
President (1991-1997) The Phoenix Edge Series Fund; Senior
Vice President (1997-present), Vice President (1993-1997) Phoenix
California Tax Exempt Bonds, Inc., and Senior Vice President (1997-
present), Vice President (1996-1997) Phoenix Duff & Phelps
Institutional Mutual Funds. Senior Vice President (1997-present)
Phoenix Multi-Sector Fixed Income Fund, Inc., Phoenix Multi-Sector
Short Term Bond Fund, Phoenix Income and Growth Fund and Phoenix
Strategic Allocation Fund, Inc. Managing Director, Public Fixed Income,
Phoenix Home Life Insurance Company (1991-1995).

David L. Albrycht (36) Vice Managing Director, Fixed Income (1996-present) and Vice President
President (1995-1996), Phoenix Investment Counsel, Inc. Managing
Director, Fixed Income (1996-present) and Investment Officer (1994-
1996), National Securities & Securities Research Corporation. Vice
President, Phoenix Multi-Portfolio Fund (1993-present), Phoenix Multi-
Sector Short Term Bond Fund (1993-present), Phoenix Multi-Sector
Fixed Income Fund, Inc. (1994-present), The Phoenix Edge Series Fund
(1997-present) and Phoenix Series Fund (1997-present). Portfolio
Manager, Phoenix Home Life Mutual Insurance Company (1995-1996).

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>

Steven L. Colton (39) Vice Managing Director/Senior Portfolio Manager, Phoenix Investment
President Counsel, Inc. (1997-present). Vice President/Senior Portfolio
Manager, American Century Investment Management (1987-1997).
Portfolio Manager, American Century/Benham Income and Growth
Fund (1990-1997), American Century/Benham Equity Growth Fund
(1991-1996) and American Century/Benham Utilities Income
Fund (1993-1997). Vice President, The Phoenix Edge Series Fund, Phoenix
Series Fund, Phoenix Equity Series Fund (1997-present).

John D. Kattar (42) Vice Managing Director/Senior Portfolio Manager (1997-present),
President Phoenix Investment Counsel, Inc. Vice President (1997-present),
The Phoenix Edge Series Fund, Phoenix Series Fund and
Phoenix-Aberdeen Series Fund. Director (1989-1997), Senior Vice
President (1993-1996) Baring Asset Management Company, Inc.
Director, (1995-1997) Baring Mutual Fund Management (Luxembourg).

William E. Keen, III (34) Vice Assistant Vice President, Phoenix Equity Planning Corporation
100 Bright Meadow Blvd. President (1996-present). Vice President, Phoenix Funds, Phoenix Duff &
P.O. Box 2200 Phelps Institutional Mutual Funds and Phoenix-Aberdeen Series
Enfield, CT 06083-2200 Fund (1996-present). Assistant Vice President, USAffinity
Investments LP (1994-1995). Treasurer and Secretary, USAffinity
Funds (1994-1995). Manager, Fund Administration, SEI Corporation
(1991-1994).

Christopher J. Kelleher (42) Vice Managing Director, Fixed Income (1996-present), Vice President
President (1991-1996), Phoenix Investment Counsel, Inc. Managing Director,
Fixed Income (1996-present), Vice President (1993-1996),
National Securities & Research Corporation. Vice President, Phoenix
Series Fund (1989-present), The Phoenix Edge Series Fund (1989-1997)
and Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Portfolio Manager, Public Bonds, Phoenix Home Life Insurance Company
(1991-1995).

James E. Mair (56) Vice Vice President (1998-present), Phoenix Series Fund and Phoenix
600 North Rosemead Blvd. President Investment Counsel, Inc. Executive Vice President (1994-present)
Pasadena, CA 91107 and Senior Vice President (1983-1994), Roger Engemann &
Associates, Inc. Executive Vice President (1994-present) and
Security Analyst (1985-1994), Roger Engemann Management Co., Inc.
Executive Vice President and Director (1994-present), Senior Vice
President and Director (1990-1994), Pasadena Capital Corporation.
Director (1989-present), Pasadena National Trust Company.

William R. Moyer (53) Vice Senior Vice President and Chief Financial Officer, Phoenix Duff &
100 Bright Meadow Blvd. President Phelps Corporation (1995-present). Senior Vice President, Finance
P.O. Box 2200 (1990-present), Chief Financial Officer (1996-present), and
Enfield, CT 06083-2200 Treasurer (1994-1996), Phoenix Equity Planning Corporation.
Senior Vice President (1990-present), Chief Financial Officer
(1996-present) and Treasurer (1994-present), Phoenix Investment
Counsel, Inc. Senior Vice President, Finance (1993-present),
Chief Financial Officer (1996-present), and Treasurer
(1994-present), National Securities & Research Corporation.
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) and Phoenix-Aberdeen Series Fund
(1996-present). Senior Vice President and Chief Financial
Officer, W. S. Griffith & Co., Inc. (1992-1995) and Townsend
Financial Advisers, Inc. (1993-1995). Vice President, the
National Affiliated Investment Companies (until 1993). Vice
President, Investment Products Finance, Phoenix Home Life Mutual
Insurance Company (1990-1995).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POSITION(S)
WITH PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>

Leonard J. Saltiel (44) Vice Managing Director, Operations and Service (1996-present), Senior
President Vice President (1994-1996), Phoenix Equity Planning Corporation.
Vice President, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Aberdeen
Series Fund (1996-present). Vice President, National Securities
& Research Corporation (1994-1995). Vice President, Investment
Operations, Phoenix Home Life Mutual Insurance Company (1994-1995).
Various positions with Home Life Insurance Company and Phoenix Home
Life Mutual Insurance Company (1987-1994).

[insert Saner]

Julie L. Sapia (40) Vice Director, Money Market Trading (1997-present), Head Money Market
President Trader (1997), Money Market Trader (1995-1997), Phoenix
Investment Counsel, Inc. Vice President (1997-present), The
Phoenix Edge Series Fund, Phoenix Series Fund, Phoenix Duff &
Phelps Institutional Mutual Funds and Phoenix-Aberdeen Series
Fund. Various positions with Phoenix Home Life Mutual Insurance
Company (1985-1995).

[insert Szabo]

John S. Tilson (53) Vice Vice President (1998-present), Phoenix Series Fund and Phoenix
600 North Rosemead Blvd. President Investment Counsel, Inc. Executive Vice President (1994-present),
Pasadena, CA 91107 Senior Vice President (1983-1994), Roger Engemann & Associates,
Inc. Executive Vice President and Director (1994-present), Senior
Vice President and Director (1990-1994), Pasadena Capital
Corporation. Executive Vice President (1994-present) and Security
Analyst (1985-1994), Roger Engemann Management Co., Inc. Chief
Financial Officer and Secretary (1988-present), Phoenix-Engemann
Funds.

Pierre G. Trinque (42) Vice Vice President (1997-present), The Phoenix Edge Series Fund and
President Phoenix Series Fund. Managing Director, Equities (March,
1997-November, 1997), Managing Director, Director of Equity Research
(October, 1996-March, 1997), Senior Research Analyst, Equities
(January, 1996-October, 1996) and Associate Portfolio
Manager-Institutional Funds (1992-1995), Phoenix Investment
Counsel, Inc.

Nancy G. Curtiss (45) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Aberdeen Series Fund
(1996-present). Second Vice President and Treasurer, Fund
Accounting, Phoenix Home Life Mutual Insurance Company
(1994-1995). Various positions with Phoenix Home Life Insurance
Company (1987-1994).

G. Jeffrey Bohne (50) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Vice President, Transfer Agent
Greenfield, MA 01301 Operations (1993-1996). Vice President, Mutual Fund Customer
Service (1996-present), Phoenix Equity Planning Corporation,
Secretary and/or Clerk, Phoenix Funds (1993-present), Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present) and Phoenix-Aberdeen
Series Fund (1996-present). Vice President, Home Life of New
York Insurance Company (1984-1992).
</TABLE>

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

* Trustees identified with an asterisk are considered to be interested persons
of the Trust (within the meaning of the Investment Company Act of 1940, as
amended) because of their affiliation with Phoenix Investment Counsel, Inc.,
or Phoenix Equity Planning Corporation or Phoenix Duff & Phelps Corporation.

<PAGE>

At February __, 1998, the Trustees and officers as a group owned less than 1%
of the then outstanding shares of the Trust.

For services rendered to the Trust during the fiscal year ended October 31,
1998, the Trustees received an aggregate of $117,685 from the Trust as Trustees'
fees. For services on the Board of Trustees of the Phoenix Funds, each Trustee
who is not a full-time employee of the Adviser or any of its affiliates
currently receives a retainer at the annual rate of $40,000 and $2,500 per joint
meeting of the Boards. Each Trustee who serves on the Audit Committee receives a
retainer at the annual rate of $2,000 and a fee of $2,000 per joint Audit
Committee meeting attended. Each Trustee who serves on the Nominating Committee
receives an annual retainer at the annual rate of $1,000 and a fee of $1,000 per
joint Nominating Committee meeting attended. Each Trustee who serves on the
Executive Committee and who is not an interested person of the Trust receives a
retainer at the annual rate of $2,000 and $2,000 per joint Executive Committee
meeting attended. The function of the Executive Committee is to serve as a
contract review, compliance review and performance review delegate of the full
Board of Trustees. Trustee costs are allocated equally to each of the Series and
the Funds within the Phoenix Fund complex. The foregoing fees do not include
reimbursement of expenses incurred in connection with meeting attendance.
Officers and employees of the Adviser who are not interested persons are
compensated for their services by the Adviser and receive no compensation from
the Trust.

For the Trust's last fiscal year ending October 31, 1998, the Trustees
received the following compensation:

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
PENSION OR FROM FUND AND
AGGREGATE RETIREMENT BENEFITS ESTIMATED FUND COMPLEX
COMPENSATION ACCRUED AS PART ANNUAL BENEFITS (14 FUNDS)
NAME FROM FUND OF FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES
---- --------- ---------------- --------------- ----------------

<S> <C> <C> <C> <C>
Robert Chesek $ 9,747 $59,750
E. Virgil Conway+ $12,727 $78,000
Harry Dalzell-Payne+ $11,340 $69,500
Francis E. Jeffries $ 9,752* $60,000
Leroy Keith, Jr. $10,154 None None $62,250
Philip R. McLoughlin+ $ 0 for any for any $ 0
Everett L. Morris+ $10,938 Trustee Trustee $68,000
James M. Oates+ $10,938 $67,250
Calvin J. Pedersen $ 0 $ 0
Herbert Roth, Jr. + $13,129 $79,500
Richard E. Segerson $11,541 $70,750
Lowell P. Weicker, Jr. $11,541 $70,000
</TABLE>

*This compensation (and the earnings thereon) will be deferred pursuant to the
Deferred Compensation Plan. At December 31, 1998, the total amount of deferred
compensation (including interest and other accumulation earned on the original
amounts deferred) accrued for Messrs. Jeffries, Morris and Roth was $______,
$______ and $______, respectively. At present, by agreement among the Fund, the
Distributor and the electing director, director fees that are deferred are paid
by the Fund to the Distributor. The liability for the deferred compensation
obligation appears only as a liability of the Distributor.

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

PRINCIPAL SHAREHOLDERS
The following table sets forth information as of February __, 1999 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 Trust's equity
securities.

<TABLE>
<CAPTION>
NAME OF SHAREHOLDER NAME OF FUND NUMBER OF SHARES PERCENT OF CLASS
- ------------------- ------------ ---------------- ----------------
<S> <C> <C> <C>
Trustees of Phoenix Savings and Aggressive
Investment Plan Growth Fund
100 Bright Meadow Blvd Class A
PO Box 1900
Enfield, CT 06083-1900
</TABLE>

<PAGE>

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

<S> <C> <C> <C>
Phoenix Securities Group Inc. Money Market
100 Bright Meadow Blvd Fund Class A
Enfield, CT 06082

MLPF&S for the sole benefit of its U.S. Government
customers* Securities Fund
ATTN: Fund Administration Class B
4800 Deer Lake Dr E 3rd Fl
Jacksonville, FL 32246-6484

MLPF&S for the sole benefit of its High Yield Fund
customers* Class B
ATTN: Fund Administration
4800 Deer Lake Dr E 3rd Fl
Jacksonville, FL 32246-6484

MLPF&S for the sole benefit of its Growth Fund
customers* Class B
ATTN: Fund Administration
4800 Deer Lake Dr E 3rd Fl
Jacksonville, FL 32246-6484
</TABLE>

*Record owner only for its individual customers. To the Trust's knowledge, no
customer beneficially owned 5% or more of the total outstanding shares of any
Class of any Fund.

OTHER INFORMATION

CAPITAL STOCK
The capitalization of the Trust consists solely of an unlimited number of
shares of beneficial interest. The Trust currently offers shares in different
Funds and different classes of those Funds. Holders of shares of a Fund have
equal rights with regard to voting, redemptions, dividends, distributions, and
liquidations with respect to that Fund. Shareholders of all Funds vote on the
election of Trustees. On matters affecting an individual Fund (such as approval
of an investment advisory agreement or a change in fundamental investment
policies) and on matters affecting an individual class (such as approval of
matters relating to a Plan of Distribution for a particular class of shares), a
separate vote of that Fund or Class is required. Regular shareholder meetings
are held every third calendar year for the purpose of electing the Trustees. In
addition, the Trustees will call a meeting when at least 10% of the outstanding
shares so request in writing. If the Trustees fail to call a meeting after being
so notified, the Shareholders may call the meeting. The Trustees will assist the
Shareholders by identifying other shareholders or mailing communications, as
required under Section 16(c) of the 1940 Act.

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

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

INDEPENDENT ACCOUNTANTS

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

<PAGE>

CUSTODIAN AND TRANSFER AGENT

State Street Bank and Trust Company ("State Street"), P.O. Box 351, Boston,
MA 02101, serves as custodian of the Trust's assets (the "Custodian"). Equity
Planning, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200,
acts as Transfer Agent for the Trust (the "Transfer Agent"). As compensation,
Equity Planning receives a fee equivalent to $17.95 for each designated
shareholder account, plus out-of-pocket expenses. Transfer Agent fees are also
utilized to offset costs and fees paid to subtransfer agents employed by Equity
Planning. State Street Bank and Trust Company serves as a subtransfer agent
pursuant to a Subtransfer Agency Agreement.

REPORT TO SHAREHOLDERS
The fiscal year of the Trust ends on October 31. The Trust will send
financial statements to its shareholders at least semiannually. An Annual Report
containing financial statements audited by the Trust's independent accountants
will be sent to shareholders each year.

FINANCIAL STATEMENTS
The Financial Statements for the Fund's fiscal year ended October 31, 1998,
appearing in the Fund's 1998 Annual Report to Shareholders, are incorporated
herein by reference.

<PAGE>

APPENDIX

A-1 AND P-1 COMMERCIAL PAPER RATINGS
The Money Market Fund will only invest in commercial paper which at the date
of investment is rated A-l by Standard & Poor's Corporation or P-1 by Moody's
Investors Services, Inc., or, if not rated, is issued or guaranteed by companies
which at the date of investment have an outstanding debt issue rated AA or
higher by Standard & Poor's or Aa or higher by Moody's.

Commercial paper rated A-1 by Standard & Poor's Corporation ("S&P") has the
following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better. The issuer has
access to at least two additional channels of borrowing. Basic earnings and cash
flow have an upward trend with allowance made for unusual circumstances.
Typically, the issuer's industry is well established and the issuer has a strong
position within the industry. The reliability and quality of management are
unquestioned.

The rating P-1 is the highest commercial paper rating assigned by Moody's
Investors Services, Inc. ("Moody's"). Among the factors considered by Moody's in
assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationship which exists with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations.

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

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

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

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

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

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

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

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

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

STANDARD AND POOR'S CORPORATION'S CORPORATE BOND RATINGS
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

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

<PAGE>

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

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

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

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

<PAGE>

PHOENIX SERIES FUND

PART C--OTHER INFORMATION

ITEM 23. EXHIBITS
a.1 Agreement and Declaration of Trust, as amended, previously filed
and filed via EDGAR as Exhibit 1.1 with Post-Effective Amendment
No. 84 on February 27, 1997 and incorporated herein by reference.

a.2 Amendments dated May 25, 1994 and August 24, 1994 to Agreement and
Declaration of Trust, as amended, filed with Post-Effective
Amendment No. 82 on March 1, 1995 and filed via EDGAR as Exhibit
1.2 with Post-Effective Amendment No. 84 on February 27, 1997 and
incorporated herein by reference.

a.3 Amendment dated November 15, 1995 to Agreement and Declaration of
Trust, as amended, filed via EDGAR as Exhibit 1.3 with
Post-Effective Amendment No. 83 on February 28, 1996 and
incorporated herein by reference.

a.4 Amendment dated May 22, 1996 to Agreement and Declaration of Trust,
as amended, filed via EDGAR as Exhibit 1.4 with Post-Effective
Amendment No. 84 on February 27, 1997 and incorporated herein by
reference.

b. None.

c. Reference is made to Article IV of the Registrant's Declaration of
Trust, as amended, and filed with the Registration Statement
referred to in Exhibit 1.1.

d. Investment Advisory Agreement between the Registrant and Phoenix
Investment Counsel, Inc. dated January 1, 1994 covering the
Aggressive Growth Fund Series, Balanced Fund, Growth Fund, High
Yield Fund, Money Market Fund, and U.S. Government Securities Fund,
filed with Post-Effective Amendment No. 82 on March 1, 1995 and
filed via EDGAR as Exhibit 5 with Post-Effective Amendment No. 84
on February 27, 1997 and incorporated herein by reference.

e.1 Underwriting Agreement between Registrant and Phoenix Equity
Planning Corporation dated November 19, 1997 and filed via EDGAR as
Exhibit 6.1 with Post-Effective Amendment No. 85 on December 29,
1997 and incorporated herein by reference.

e.2 Form of Sales Agreement between Phoenix Equity Planning Corporation
and dealers, filed via EDGAR as Exhibit 6.2 with Post-Effective
Amendment No. 85 on December 29, 1997 and incorporated herein by
reference.

e.3 Form of Supplement to Phoenix Family of Funds Sales Agreement filed
via EDGAR as Exhibit 6.3 with Post-Effective Amendment No. 85 on
December 29, 1997 and incorporated herein by reference.

e.4 Form of Financial Institution Sales Contract for the Phoenix Family
of Funds filed via EDGAR as Exhibit 6.4 with Post-Effective
Amendment No. 85 on December 29, 1997 and incorporated herein by
reference.

f. None.

g.1 Custodian Contract between Registrant and State Street Bank and
Trust Company dated May 1, 1997, filed via EDGAR as Exhibit 8.1
with Post-Effective Amendment No. 85 on December 29, 1997 and
incorporated herein by reference.

h.1 Transfer Agency and Service Agreement between Registrant and
Phoenix Equity Planning Corporation dated June 1, 1994, filed with
Post-Effective Amendment No. 82 on March 1, 1995 and filed via
EDGAR as Exhibit 9.1 with Post-Effective Amendment No. 84 on
February 27, 1997 and incorporated herein by reference.

h.2 Amended and Restated Financial Agent Agreement Between Registrant
and Phoenix Equity Planning Corporation dated November 19, 1997 and
filed via EDGAR as Exhibit 9.2 with Post-Effective Amendment No. 85
on December 29, 1997 and incorporated herein by reference.

h.3 Sub-Transfer Agent Agreement Between Phoenix Equity Planning
Corporation filed via EDGAR as Exhibit 9.3 and incorporated herein
by reference.

h.4* First Amendment to the Amended and Restated Financial Agent
Agreement between Registrant and Phoenix Equity Planning
Corporation effective as of February 27, 1998 filed herewith.

h.5* Second Amendment to Amended and Restated Financial Agent Agreement
between Registrant and Phoenix Equity Planning Corporation dated
July 31, 1998 filed herewith.

i. Opinion of Counsel as to legality of the shares, filed with
Post-Effective Amendment No. 82 on March 1, 1995, and filed via
EDGAR as Exhibit 10 with Post-Effective Amendment No. 84 on
February 27, 1997 and incorporated by reference.

<PAGE>

j. Written Consent of PricewaterhouseCoopers LLP. [To be filed by
Amendment.]

k. Not Applicable.

l. None.

m.1 Class A Shares Amended and Restated Distribution Plan pursuant to
Rule 12-b 1 under the Investment Company Act of 1940, as amended
and filed via EDGAR as Exhibit 15.1 with Post-Effective Amendment
No. 85 on December 29, 1997 and incorporated herein by reference.

m.2 Class B Shares Amended and Restated Distribution Plan pursuant to
Rule 12-b 1 under the Investment Company Act of 1940, as amended
and filed via EDGAR as Exhibit 15.2 with Post-Effective Amendment
No. 85 on December 29, 1997 and incorporated herein by reference.

m.3 Form of Class C Shares Amended and Restated Distribution Plan
pursuant to Rule 12-b 1 under the Investment Company Act of 1940,
as amended and filed via EDGAR as Exhibit 15.3 with Post-Effective
Amendment No. 85 on December 29, 1997 and incorporated herein by
reference.

n.27. Financial Data Schedules. [To be filed by amendment.]

o.1 Amended and Restated Rule 18f-3 Dual Distribution Plan effective
November 19, 1997 and filed via EDGAR as Exhibit 18.1 with
Post-Effective Amendment No. 85 on December 29, 1997 and
incorporated herein by reference.

p.1*. Powers of Attorney for Ms. Curtiss and Messrs. Chesek, Conroy,
Dalzell-Payne, Jeffries, Keith, Morris, Oates, Pedersen, Roth,
Segerson and Weicker filed via EDGAR herewith.

*Filed herewith

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
None.

ITEM 25. INDEMNIFICATION

Incorporated herein by reference is Post-Effective Amendment No. 53 to
Registrant's Registration Statement (No. 2-14069) under the Securities Act of
1933.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See "Management of the Funds" in the Prospectus and "Services of the Adviser"
and "Management of the Fund" in the Statement of Additional Information, each of
which is included in this Post-Effective Amendment to the Registration
Statement.

For information as to the business, profession, vocation or employment of a
substantial nature of director and officers of the Adviser reference is made to
the Adviser's current Form ADV (SEC File No. 801-5995) filed under the
Investment Advisers Act of 1940 and incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITERS

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

Phoenix-Aberdeen Worldwide Opportunities Fund, Phoenix California Tax
Exempt Bonds, Inc., Phoenix Duff & Phelps Institutional Mutual Funds,
Phoenix-Engemann Funds, Phoenix Equity Series Fund, Phoenix Income and
Growth Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund,
Phoenix Multi-Sector Fixed Income Fund, Inc., Phoenix Multi-Sector Short
Term Bond Fund, Phoenix Strategic Allocation Fund, Inc., Phoenix
Strategic Equity Series Fund, 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 MVAl.

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

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
Philip R. McLoughlin Director and President Trustee and President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

William R. Moyer Director, Senior Vice President Vice President
100 Bright Meadow Blvd. and Chief Financial Officer
P.O. Box 1900
Enfield, CT 06083-1900

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

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

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

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

Thomas N. Steenburg Vice President, Counsel and Assistant Secretary
56 Prospect St. Secretary
P.O. Box 150480
Hartford, CT 06115-0480

William E. Keen, III Assistant Vice President, Vice President
100 Bright Meadow Blvd. Mutual Fund Regulation
P.O. Box 1900
Enfield, CT 06083-1900

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

Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder include herein described
Series' investment adviser, Phoenix Investment Counsel, Inc.; Registrant's
financial agent, transfer agent and principal underwriter, Phoenix Equity
Planning Corporation; Registrant's dividend disbursing agent and custodian,
State Street Bank and Trust Company. The address of the Secretary of the Trust
is 101 Munson Street, Greenfield, Massachusetts 01301; the address of Phoenix
Investment Counsel, Inc. is 56 Prospect Street, Hartford, Connecticut 06115; the
address of Phoenix Equity Planning Corporation is 100 Bright Meadow Boulevard,
P.0. Box 2200, Enfield, Connecticut 06083-2200; the address of the dividend
disbursing agent is P.O. Box 8301, Boston, Massachusetts 02266-8301, Attention:
Phoenix Funds, and the address of the custodian is P.O. Box 351, Boston,
Massachusetts 02101.

<PAGE>

ITEM 29. MANAGEMENT SERVICES

All management-related service contracts are discussed in Part A or B of this
Registration Statement.

ITEM 32. UNDERTAKINGS
Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this amendment to its
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford and the State of Connecticut on the
30th day of December, 1998.

PHOENIX SERIES FUND

ATTEST: /s/ Thomas N. Steenburg BY: /s/ Philip R. McLoughlin
-------------------------------- ------------------------------
Thomas N. Steenburg Philip R. McLoughlin
Assistant Secretary President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated, on this 30th day of December, 1998.

SIGNATURE TITLE
--------- -----

Trustee
- ----------------------------------
Robert Chesek*
Trustee
- ----------------------------------
E. Virgil Conway*

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

- ----------------------------------
Nancy G. Curtiss
Trustee
- ----------------------------------
Harry Dalzell-Payne*
Trustee
- ----------------------------------
Francis E. Jeffries*
Trustee
- ----------------------------------
Leroy Keith, Jr.*
Trustee and President
/s/ Philip R. McLoughlin (Principal Executive Officer)
- ----------------------------------
Philip R. McLoughlin
Trustee
- ----------------------------------
Everett L. Morris*
Trustee
- ----------------------------------
James M. Oates*
Trustee
- ----------------------------------
Calvin J. Pedersen*
Trustee
- ----------------------------------
Herbert Roth, Jr.*
Trustee
- ----------------------------------
Richard E. Segerson*
Trustee
- ----------------------------------
Lowell P. Weicker, Jr.*

By /s/ Philip R. McLoughlin
-------------------------------------
* Philip R. McLoughlin Attorney-in-fact pursuant to powers of attorney filed
herewith.

S-1

EXHIBIT 24.p.1

Powers of Attorney

<PAGE>
POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named
mutual funds, hereby constitute and appoint Philip R. McLoughlin and Thomas N.
Steenburg, or either of them as my true and lawful attorneys and agents with
full power to sign for me in the capacity indicated below, any or all
Registration Statements or amendments thereto filed with the Securities and
Exchange Commission under the Securities Act of 1933 and/or the Investment
Company Act of 1940 relating to each of said mutual funds, and hereby ratify and
confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix California Tax Exempt Bonds, Inc.
Phoenix Duff & Phelps Institutional Mutual Funds
The Phoenix Edge Series Fund
Phoenix Equity Series Fund
Phoenix Income and Growth Fund
Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Sector Fixed Income Fund, Inc.
Phoenix Multi-Sector Short Term Bond Fund
Phoenix Series Fund
Phoenix Strategic Allocation Fund, Inc.
Phoenix Strategic Equity Series Fund
Phoenix Worldwide Opportunities Fund

I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.