PHOENIX ABERDEEN WORLDWIDE OPPORTUNITIES FUND, 485BPOS, 1999-10-26

PHOENIX ABERDEEN WORLDWIDE OPPORTUNITIES FUND
485BPOS, 1999-10-26

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As filed with the Securities and Exchange Commission on October 26, 1999

Registration Nos. 2-16590
811-945
================================================================================
- --------------------------------------------------------------------------------

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. 67 [X]

and/or

REGISTRATION STATEMENT
Under the
INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 67 [X]

(Check appropriate box or boxes.)

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

Phoenix-Aberdeen Worldwide Opportunities Fund
(Exact Name of Registrant as Specified in Declaration of Trust)

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

101 Munson Street, Greenfield, Massachusetts 01301
(Address of Principal Executive Offices) (Zip Code)

c/o Phoenix Equity Planning
Corporation -- Shareholder Services
(800) 243-1574
(Registrant's Telephone Number, including Area Code)

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

Pamela S. Sinofsky
Assistant Vice President and Assistant Counsel

Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0479
(name and address of Agent for Service)

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

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)

[X] on October 29, 1999 pursuant to paragraph (b) of Rule 485

[ ] 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-ABERDEEN WORLDWIDE OPPORTUNITIES FUND

Cross Reference Sheet Pursuant to Rule 495(a)

PART A

<TABLE>
<CAPTION>
Item Number Form N-1A, Part A Prospectus Caption
----------------------------- ------------------
<S> <C> <C>
1. Front and Back Cover Pages ............................... Cover Page, Back Cover Page

2. Risk/Return Summary: Investments, Risks, Performance...... Investment Risk and Return Summary

3. Risk Return Summary: Fee Table ........................... Fund Expenses

4. Investment Objectives, Principal Investment Strategies, 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

8. Distribution Arrangements ................................ Sales Charges

9. Financial Highlights Information ......................... Financial Highlights

<CAPTION>
PART B

Item Number Form N-1A, Part B Statement of Additional Information Caption
----------------------------- -------------------------------------------
<S> <C> <C>
10. Cover Page and Table of Contents ......................... Cover Page, Table of Contents

11. Fund History ............................................. The Fund

12. Description of the Fund and Its Investment Risks ......... Investment Objectives and Policies; Investment Restrictions

13. Management of the Fund ................................... Management of the Fund

14. Control Persons and Principal Holders of Securities ...... Management of the Fund

15. Investment Advisory and Other Services ................... Services of the Adviser; The Distributor; Distribution
Plans; Other Information

16. Brokerage Allocation and Other Practices ................. Portfolio Transactions and Brokerage

17. Capital Stock and Other Securities ....................... Other Information

18. Purchase, Redemption, and Pricing of Shares .............. Net Asset Value; How to Buy Shares; Investor Account
Services; Redemption of Shares; Tax Sheltered
Retirement Plans

19. Taxation of the Fund ..................................... Dividends, Distributions and Taxes

20. Underwriters ............................................. The Distributor

21. Calculation of Performance Data .......................... Performance Information

22. Financial Statements ..................................... Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this registration statement.

<PAGE>

Front Cover

Phoenix Investment Partners

Prospectus

October 29, 1999

Aberdeen

Phoenix-Aberdeen Worldwide
Opportunities Fund

Phoenix-Aberdeen Worldwide Opportunities Fund is a mutual fund that mainly
invests in common stocks of U.S. and foreign companies with the investment
objective of capital appreciation.

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

This prospectus contains important information about the Phoenix-Aberdeen
Worldwide Opportunities Fund that you should know before investing. Please read
it carefully and retain it for future reference.

[Phoenix Logo]
<PAGE>

Table of Contents
- -----------------------------------------------------

<TABLE>
<S> <C>
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 8

Pricing of Fund Shares ......................... page 10

Sales Charges .................................. page 11

Your Account ................................... page 14

How to Buy Shares .............................. page 15

How to Sell Shares ............................. page 15

Things You Should Know When
Selling Shares ............................... page 16

Account Policies ............................... page 17

Investor Services .............................. page 18

Tax Status of Distributions .................... page 19

Financial Highlights ........................... page 20

Additional Information ......................... page 22
</TABLE>

Phoenix-
Aberdeen
Worldwide
Opportunities
Fund
<PAGE>

Investment Risk and Return Summary
- -------------------------------------------------

Investment Objective

Phoenix-Aberdeen Worldwide Opportunities Fund has an investment
objective of capital appreciation. There is no guarantee that
the fund will achieve its objective.

Principal Investment Strategies

> The fund may invest in a diversified portfolio of equity and
fixed income securities. The fund will invest at least 65% of
its assets in securities of issuers located in 3 or more
countries, one of which will be the United States.

> The fund intends to invest at least 65% of its total assets in
common stocks.

> The fund may invest in other types of equity securities
including preferred stock, other securities that can be
converted into common stock or preferred stock, and warrants
to purchase common stock or preferred stock.

> An adviser and subadviser will manage the fund. The subadviser
will determine how much of the fund's assets will be invested
in different countries and regions. The subadviser will also
decide which investments to buy and sell in all countries and
regions other than the United States. The adviser will decide
which investments to buy and sell in the United States.
Distributions of investment income, such as dividends and
interest, are incidental in the selection of investments.

> The subadviser uses a quantitative value strategy in selecting
investments. The adviser uses a growth-oriented approach in
selecting investments.

> Up to 35% of the fund's assets may be invested in fixed income
securities such as corporate and government notes and bonds.
Up to 5% of the fund's assets can be invested in high-yield
securities ("junk bonds"). The rest must be invested in
investment grade securities.

> The fund may invest in small companies as well as larger
companies.

> The fund may invest in companies in foreign countries with
developed markets and countries with "emerging markets."

Principal Risks

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

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. Increases in
interest rates affecting the global economy, particular
industries or specific companies can cause fixed income
investments that the fund may own to decline in value. This,
too, can cause your share value to decrease.

Phoenix-Aberdeen Worldwide Opportunities Fund 1
<PAGE>

Political and economic uncertainty in foreign countries,
including some "emerging market" countries (those with markets
that are not fully developed), as well as relatively 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 more developed
countries and their companies. They may also have more obstacles
to financial success.

Smaller companies, regardless of their location, 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.

2 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

Performance Tables

The bar chart and table below provide some indication of the
risks of investing in the Phoenix-Aberdeen Worldwide
Opportunities Fund. The bar chart shows 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.

Worldwide Opportunities Fund

[bar chart]

(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 19.21% (quarter ending
December 31, 1998) and the lowest return for a quarter was (19.71%) (quarter
ending September 30, 1990). Year-to-date performance (through September 30,
1999) was 1.82%.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------

Average Annual Total Returns One Year Five Years Ten Years
(for the periods ending 12/31/98)(1)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares 24.98% 13.54% 10.91%
- -----------------------------------------------------------------------------
Class B Shares 26.30% N/A N/A
- -----------------------------------------------------------------------------
Class C Shares(2) N/A N/A N/A
- -----------------------------------------------------------------------------
MSCI World(3) 24.34% 15.68% 10.66%
- -----------------------------------------------------------------------------
</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 C Shares have been offered only since December 15, 1998. Performance
information is not included for Class C Shares because the class has not had
annual returns for at least one calendar year.

(3) The Morgan Stanley Capital International World (net) Index (MSCI World) is
an unmanaged index calculated as an arithmetical average weighted by the
market value of approximately 1,600 companies listed on stock exchanges in
23 countries, including the U.S. and Canada. The index does not reflect any
sales charges or fees but does include the effect of foreign tax
withholding.

Phoenix-Aberdeen Worldwide Opportunities Fund 3
<PAGE>

Fund Expenses
- ----------------------------

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

<TABLE>
<CAPTION>
Class A Class B Class C
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
the lesser of the value redeemed or the amount invested) None 5%(a) 1%(b)

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

Redemption Fee None None None

Exchange Fee None None None
----------------------------------------
<CAPTION>
Class A Class B Class C
Shares Shares Shares
------ ------ ------
<S> <C> <C> <C>
Annual Fund Operating Expenses (expenses that are
deducted from fund assets)

Management Fees 0.75% 0.75% 0.75%

Distribution and Service (12b-1) Fees(c) 0.25% 1.00% 1.00%

Other Expenses 0.45% 0.45% 0.45%
---- ---- ----
Total Annual Fund Operating Expenses 1.45% 2.20% 2.20%
==== ==== ====
</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) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.

(c) 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:

<TABLE>
<CAPTION>
Class 1 year 3 years 5 years 10 years
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $616 $912 $1,230 $2,128
- -----------------------------------------------------------
Class B $623 $888 $1,180 $2,344
- -----------------------------------------------------------
Class C $323 $688 $1,180 $2,534
- -----------------------------------------------------------
</TABLE>

4 Phoenix-Aberdeen Worldwide Opportunities 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 $616 $912 $1,230 $2,128
- --------------------------------------------------
Class B $223 $688 $1,180 $2,344
- --------------------------------------------------
Class C $223 $688 $1,180 $2,534
- --------------------------------------------------
</TABLE>

Investment Strategies
- ------------------------------------

Investment Objective

The fund's investment objective is capital appreciation. There
is no guarantee that the fund will achieve its investment
objective.

Principal Investment Strategies

The fund invests in a diversified portfolio of securities of
domestic and non-U.S. issuers, including companies, governments,
governmental agencies and international organizations. The fund
may invest in any region of the world. Under normal
circumstances, the fund will invest at least 65% of its total
assets in the securities of issuers located in at least three
different countries, one of which will be the United States. The
fund employs an adviser, Phoenix Investment Counsel, Inc., to
select securities of U.S. issuers, and a subadviser, Aberdeen
Fund Managers, Inc., to select securities of all other issuers.
Each month the subadviser's investment strategy committee
determines how much (what percentage) of the fund's assets will
be invested in each region of the world (e.g., continental
Europe, United Kingdom, Asia, etc.). The adviser will invest the
amount allocated for investment in the United States. The
subadviser invests all other amounts.

The fund will invest at least 65% of its assets in common
stocks. The fund may also invest in other equity securities
including preferred stocks, securities convertible into common
stocks, warrants and rights to purchase common stock. The
adviser uses a top down/bottom up, growth-oriented stock
selection process. The subadviser uses a quantitative value
strategy that chooses stocks that meet certain criteria relating
to price, dividend yield and the going concern value and debt
levels of the issuers. The fund may invest in securities of
issuers of any size, in countries with developed markets and
countries with emerging markets. In the selection of
investments, distributions of income, such as dividends and
interest, are incidental.

The fund may also invest up to 35% of its assets in
non-convertible fixed-income securities of U.S. and non-U.S.
issuers (described below) when the adviser or subadviser feels
that such securities are appropriate for the achievement of the
fund's investment objective. Market values of fixed-income
securities typically move in the opposite direction from changes
in interest rates. Therefore, investing in fixed-income
securities can provide an opportunity for capital appreciation
when interest rates are expected to decline.

Phoenix-Aberdeen Worldwide Opportunities Fund 5
<PAGE>

The non-convertible fixed-income securities referred to above may
consist of:

o corporate notes, bonds and debentures of U.S. issuers that are
rated high grade (i.e., rated within the three highest rating
categories by a nationally recognized statistical rating
organization) or, if unrated, are considered by the fund's
adviser to be of comparable quality;

o corporate notes, bonds, debentures and other securities (such
as Euro-currency instruments) of non-U.S. issuers that are
rated within the three highest rating categories of rating
services or, if unrated, are deemed by the fund's subadviser
to be of comparable credit quality;

o Treasury bills, notes and bonds issued by the United States
Government or related agencies; and

o securities issued by foreign governments and supranational
agencies (such as the World Bank).

The fund may invest up to 5% of its net assets in fixed-income
securities rated below investment grade (commonly referred to as
"junk bonds").

Temporary defensive strategy: If the adviser or subadviser
believes that market conditions are not favorable to the fund's
principal strategies, the fund may invest without limit in U.S.
government securities and in money market instruments. When this
happens, the fund may not achieve its investment objective.

Risks Related to Investment Strategies
- -------------------------------------------------------

General

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 the
value of many or even most equity and fixed income investments.
Particular industries can face poor markets for their products
or services so that companies engaged in those businesses do not
do as well as companies in other industries. To the extent that
the fund's investments are affected by general economic declines
and declines in industries 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 or subadviser
expects, regardless of general economic trends, industry trends
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.

6 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

Foreign Investing

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:

o differences in accounting, auditing and financial reporting
standards,

o generally higher commission rates on foreign portfolio
transactions,

o differences and inefficiencies in transaction settlement
systems,

o the possibility of expropriation or confiscatory taxation,

o adverse changes in investment or exchange control
regulations,

o political instability, and

o potential restrictions on the flow of international
capital.

Political and economic uncertainty as well as relatively 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.

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

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 short
and long terms.

Emerging Market Investing

Investment in less-developed countries whose markets are still
emerging generally presents 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

Phoenix-Aberdeen Worldwide Opportunities Fund 7
<PAGE>

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.

Small Market Capitalization Investing

Companies with small capitalization are often companies with a
limited operating history or companies in industries which 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.

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 entities
whose securities are held by the fund.

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 additional
mutual funds and as adviser to institutional clients. As of
September 30, 1999, Phoenix had $23.4 billion in assets under
management. Phoenix has acted as an investment adviser for over
sixty years.

8 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

Aberdeen Fund Managers Inc. ("Aberdeen") is the subadviser to
the fund and is located at 1 Financial Plaza, Suite 2210, Fort
Lauderdale, FL 33394. Aberdeen is a wholly-owned subsidiary of
Aberdeen Asset Management PLC based in Aberdeen, Scotland.
Together with its subsidiaries, Aberdeen Asset Management PLC
provides investment management services to unit and investment
trusts, segregated pension funds and other institutional and
private portfolios, and through Aberdeen, U.S. mutual funds.
Aberdeen has served as subadviser for the Phoenix-Aberdeen New
Asia Fund, Phoenix-Aberdeen Global Small Cap Fund and the
Aberdeen New Asia Series of The Phoenix Edge Series Fund since
their inception in 1996. Aberdeen has also served as subadviser
to Phoenix-Aberdeen International Fund of Phoenix
Multi-Portfolio Fund and the International Series of The Phoenix
Edge Series Fund since 1998. As of June 30, 1999, Aberdeen Asset
Management PLC had $25.5 billion in assets under management.

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 domestic portion of
the fund's portfolio. Aberdeen, as subadviser, is responsible
for the day-to-day management of the foreign holdings of the
fund. Both Phoenix and Aberdeen manage 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 0.75% 0.70% 0.65%
----------------------------------------------------------------------------------------
</TABLE>

Phoenix pays Aberdeen a fee for that portion of the fund's net
assets that are invested in non-U.S. securities as follows.

During the fund's last fiscal year, the fund paid total
management fees of $1,435,159. The ratio of management fees to
average net assets for the fiscal year ended June 30, 1999 was
0.75%.

Portfolio Management

Aberdeen's senior strategy committee determines and monitors the
fund's regional allocations across the globe on a monthly basis.
An Aberdeen team of investment professionals located in offices
spread around the world selects securities for the foreign
portion of the fund's portfolio. At the same time, Christian
C. Bertelsen, of Phoenix, manages the U.S. portion of the fund's
portfolio. Mr. Bertelsen also serves as Portfolio Manager of
both the Phoenix-Hollister Small Cap Value Fund and
Phoenix-Hollister Value Equity Fund (since inception in 1997).
Mr. Bertelsen joined Phoenix in July 1997. Previously, from 1996
to July 1997, Mr. Bertelsen was employed by Dreman Value

Phoenix-Aberdeen Worldwide Opportunities Fund 9
<PAGE>

Advisors where he served as chief investment officer and
portfolio manager of the Kemper-Dreman Contrarian and Small Cap
Value Funds. From 1993 to 1996, Mr. Bertelsen was a Senior Vice
President of Eagle Asset Management where he managed private and
institutional assets, as well as the Heritage Value Equity Fund.

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 fund's operations be assessed and brought into
Year 2000 compliance. Based upon its assessments, Phoenix
determined that it would be required to modify or replace
portions of its software so that its computer systems would
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. However, if the
problem is not fully addressed, the fund may be negatively
impacted.

Phoenix is utilizing both internal and external resources to
reprogram, or replace, and test the software for Year 2000
modifications. As of June 30, 1999, Phoenix mission-critical
systems have been upgraded and tested for Year 2000 compliance.
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.

Pricing of Fund Shares
- ---------------------------------------

How is the Share Price determined?

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

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

o subtracting liabilities, and

o dividing 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

10 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

securities. Foreign and domestic equity securities are valued at
the last sale price or, if there has been no sale that day, at
the last bid price, generally. Short-term investments having a
remaining maturity of sixty days or less are valued at amortized
cost, which the Trustees have determined approximates market
value.

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

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

The net asset value per share of each class of the fund is
determined on days when the New York Stock Exchange (the "NYSE")
is open for trading as of the close of trading (normally 4:00 PM
eastern time). The fund will not calculate its net asset values
per share on days when the NYSE is closed for trading. 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 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 three classes of shares that have
different sales and distribution charges (see "Fund Expenses"
previously in this prospectus). The fund has adopted
distribution and service plans allowed under Rule 12b-1 of the
Investment Company Act of 1940 that authorize the fund to pay
distribution and service fees for the sale of its shares and for
services provided to shareholders.

What arrangement is best for you?

The different classes permit you to choose the method of
purchasing shares that is most beneficial to you. In choosing a
class, consider the amount of your investment, the length of
time you expect to hold the shares, whether you decide to
receive distributions in cash or to

Phoenix-Aberdeen Worldwide Opportunities Fund 11
<PAGE>

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

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

Initial Sales Charge Alternative--Class A Shares

The public offering price of Class A Shares is the net asset
value plus a sales charge that varies depending on the size of
your purchase (see "Class A Shares--Reduced Initial Sales
Charges: Combination Purchase Privilege" in the Statement of
Additional Information). Shares purchased based on the automatic
reinvestment of income dividends or capital 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").

12 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

Sales Charge you may pay to purchase Class A Shares

<TABLE>
<CAPTION>
Sales Charge as
a percentage of
---------------------------
Amount of Net
Transaction Offering Amount
at Offering Price Price Invested
-----------------------------------------------------------
<S> <C> <C>
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
</TABLE>

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.

Deferred Sales Charge you may pay to sell Class B Shares

Deferred Sales Charge you may pay to sell Class C Shares

Phoenix-Aberdeen Worldwide Opportunities Fund 13
<PAGE>

Your Account
- ---------------------------

Opening an Account

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

Step 1.

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

Minimum initial investments:

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

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

o $500 for all other accounts.

Minimum additional investments:

o $25 for any account.

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

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
investments in your account will be made in the share class you
choose when you open your account, you should make your decision
carefully. Your financial advisor can help you pick the share
class that makes the most sense for your situation.

Step 3.

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

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

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

14 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

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

o Receive both dividends and capital gain distributions in
cash.

No interest will be paid on uncashed distribution checks.

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

How to Sell Shares
- -----------------------------------

You have the right to have the fund buy back shares at the net
asset value next determined after receipt of a redemption order
by the fund's Transfer Agent or an authorized agent. In the case
of a Class B or C Share redemption, you will be subject to the
applicable deferred sales charge, if any, for such shares.
Subject to certain restrictions, shares may be redeemed by
telephone or in writing. In addition, shares may be sold through
securities dealers, brokers or agents who may charge customary
commissions or fees for their services. The fund does not charge
any redemption fees. Payment for shares redeemed is made within
seven days; however, redemption proceeds will not be disbursed
until each check used for purchases of shares has been cleared
for payment by your bank, which may take up to 15 days after
receipt of the check.

Phoenix-Aberdeen Worldwide Opportunities Fund 15
<PAGE>

<TABLE>
<CAPTION>
To Sell Shares
-------------------------------------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.

Send a letter of instruction and any share certificates (if you hold
certificate shares) to: State Street Bank, P.O. Box 8301, Boston, MA
Through the mail 02266-8301. Be sure to include the registered owner's name, fund and
account number, number of shares or dollar value you wish to sell.

Send a letter of instruction and any share certificates (if you hold
certificate shares) to: Boston Financial Data Services, Attn: Phoenix
Through express delivery Funds, 66 Brooks Drive, Braintree, MA 02184. Be sure to include the
registered owner's name, fund and account number.

By telephone For sales up to $50,000, requests can be made by calling (800) 243-1574.

By telephone exchange Call us at (800) 243-1574 (press 1, then 0).
</TABLE>

Things You Should Know When Selling Shares
- ---------------------------------------------------------

You may realize a taxable gain or loss (for federal income tax
purposes) if you redeem shares of the fund. The fund reserves
the right to pay large redemptions "in-kind" (in securities
owned by the fund rather than in cash). Large redemptions are
those over $250,000 or 1% of the fund's net assets. Additional
documentation will be required for redemptions by organizations,
fiduciaries, or retirement plans, or if redemption is requested
by anyone but the shareholder(s) of record. Transfers between
broker-dealer "street" accounts are governed by the accepting
broker-dealer. Questions regarding this type of transfer should
be directed to your financial advisor. Redemption requests will
not be honored until all required documents in proper form have
been received. To avoid delay in redemption or transfer,
shareholders having questions about specific requirements should
contact the fund's Transfer Agent at (800) 243-1574.

Redemptions by Mail

> If you are selling shares held individually, jointly, or as
custodian under the Uniform Gifts to Minor Acts or Uniform
Transfers to Minors Act.

Send a clear letter of instructions if all of these apply:

o The proceeds do not exceed $50,000.

o The proceeds are payable to the registered owner at
the address on record.

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

16 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

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

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

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

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

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

Selling Shares by Telephone

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

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

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

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

Account Policies
- -------------------------------

Account Reinstatement Privilege

For 180 days after you sell your Class A, 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 (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.

Phoenix-Aberdeen Worldwide Opportunities Fund 17
<PAGE>

Redemption of Small Accounts

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

Exchange Privileges

You should read the prospectus 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.

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

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

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

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

o Because excessive trading can hurt fund performance and
harm other shareholders, the fund reserves the right to
temporarily or permanently end exchange privileges or
reject an order from anyone who appears to be attempting to
time the market, including investors who request more than
one exchange in any 30-day period. The fund's underwriter
has entered into agreements with certain market timing
firms permitting them to exchange by telephone. These
privileges are limited, and the fund distributor has the
right to reject or suspend them.

Retirement Plans

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

18 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

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 $25.00, and
minimum account balance requirements continue. Shareholders in
the program must own fund shares worth at least $5,000.

Tax Status of Distributions
- ------------------------------------------

The fund plans to make distributions from net investment income
semiannually, and to distribute net realized capital gains, if
any, at least annually. Distributions of short-term capital
gains and net investment income are taxable to shareholders as
ordinary income. Long-term capital gains, if any, distributed to
shareholders and which are designated by the fund as capital
gain distributions, are taxable to shareholders as long-term
capital gain distributions regardless of the length of time you
have owned your shares.

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

Phoenix-Aberdeen Worldwide Opportunities Fund 19
<PAGE>

Financial Highlights
- -----------------------------------

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

<TABLE>
<CAPTION>
Class A
------------------------------------------------------------------------
Year Ended June 30,
-------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.40 $10.75 $10.29 $9.04 $10.17
Income from investment operations:(3)
Net investment income (loss) 0.01(1) 0.02 0.03(1) (0.02)(1) 0.01(1)
Net realized and unrealized gains 0.90 2.97 1.25 1.87 0.56
-------- -------- -------- -------- --------
Total from investment operations 0.91 2.99 1.28 1.85 0.57
-------- -------- -------- -------- --------
Less distributions:
Dividends from net investment income -- (0.13) (0.04) -- --
Distributions from net realized gains (2.38) (1.20) (0.78) (0.60) (1.37)
In excess of net investment income -- (0.01) -- -- --
In excess of net realized gains -- -- -- -- (0.33)
-------- -------- -------- -------- --------
Total distributions (2.38) (1.34) (0.82) (0.60) (1.70)
-------- -------- -------- -------- --------
Change in net asset value (1.47) 1.65 0.46 1.25 (1.13)
-------- -------- -------- -------- --------
Net asset value, end of period $10.93 $12.40 $10.75 $10.29 $9.04
======== ======== ======== ======== ========
Total return(2) 8.90% 31.45% 13.40% 21.39% 6.53%
Ratios/supplemental data:
Net assets, end of period (thousands) $192,619 $183,188 $153,005 $146,052 $126,481
Ratio to average net assets of:
Operating expenses 1.45% 1.42% 1.53% 1.60% 1.80%
Net investment income (loss) 0.07% 0.21% 0.34% (0.19)% 0.16%
Portfolio turnover 166% 156% 234% 245% 277%
</TABLE>

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

(1) Computed using average shares outstanding.

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

(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.

20 Phoenix-Aberdeen Worldwide Opportunities Fund
<PAGE>

Financial Highlights (continued)
- -----------------------------------------------

<TABLE>
<CAPTION>
Class B Class C
---------------------------------------------------------------------- ----------
From From
Inception Inception
Year Ended June 30, 7/15/94 12/16/98
-------------------------------------------------------- to to
1999 1998 1997 1996 6/30/95 6/30/99
---- ---- ---- ---- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.04 $10.53 $10.14 $8.98 $10.40 $11.62
Income from investment operations:(5)
Net investment income (loss) (0.07)(1) (0.06) (0.03)(1) (0.08)(1) (0.02)(1) --(1)
Net realized and unrealized gains 0.85 2.90 1.21 1.84 0.30 1.18
------- ------- ------ ------ ------ ------
Total from investment operations 0.78 2.84 1.18 1.76 0.28 1.18
------- ------- ------ ------ ------ ------
Less distributions:
Dividends from net investment income -- (0.11) (0.01) -- -- --
Distributions from net realized gains (2.38) (1.20) (0.78) (0.60) (1.37) (2.38)
In excess of net investment income -- (0.02) -- -- -- --
In excess of net realized gains -- -- -- -- (0.33) --
------- ------- ------ ------ ------ ------
Total distributions (2.38) (1.33) (0.79) (0.60) (1.70) (2.38)
------- ------- ------ ------ ------ ------
Change in net asset value (1.60) 1.51 0.39 1.16 (1.42) (1.20)
------- ------- ------ ------ ------ ------
Net asset value, end of period $10.44 $12.04 $10.53 $10.14 $8.98 $10.42
======= ======= ====== ====== ====== ======
Total return(2) 7.99% 30.61% 12.46% 20.50% 3.54%(3) 11.68%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) $12,351 $10,855 $8,412 $5,709 $2,849 $838
Ratio to average net assets of:
Operating expenses 2.21% 2.17% 2.29% 2.34% 2.61%(4) 2.28%(4)
Net investment income (loss) (0.65%) (0.54%) (0.35%) (0.86)% (0.33%)(4) 0.04%(4)
Portfolio turnover 166% 156% 234% 245% 277%(3) 166%(3)
</TABLE>

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

(1) Computed using average shares outstanding.

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

(3) Not annualized.

(4) Annualized.

(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.

<PAGE>

Additional Information
- -------------------------------------

Statement of Additional Information

The fund has filed a Statement of Additional Information about the fund, dated
October 29, 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:

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

o by calling (800) 243-4361.

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

o through its internet site (http://www.sec.gov),

o by visiting its Public Reference Room in Washington, DC or

o 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 July 1 through June 30. You
may request a free copy of the fund's Annual and Semiannual Reports:

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

o by calling (800) 243-4361.

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

SEC File Nos. 2-16590 and 811-945

[Recycle logo] Printed on recycled paper using soybean ink

22
<PAGE>

[This Page Intentionally Left Blank]

<PAGE>

[This Page Intentionally Left Blank]
<PAGE>

Back Cover

Phoenix Equity Planning Corporation
PO Box 2200
Enfield CT 06083-2200

[Phoenix Logo]

- -----------------
Bulk Rate Mail
U.S. Postage
PAID
Springfield, MA
Permit No. 444
- -----------------

PXP 691 (10/99)
<PAGE>

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND

101 Munson Street
Greenfield, MA 01301

Statement of Additional Information

October 29, 1999

This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current prospectus of
Phoenix-Aberdeen Worldwide Opportunities Fund (the "Fund"), dated October 29,
1999, and should be read in conjunction with it. The Fund's prospectus may be
obtained by calling Phoenix Equity Planning Corporation ("Equity Planning") at
(800) 243-4361 or by writing to Equity Planning at 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Fund ............................................................... 1
Investment Objective and Policies ...................................... 1
Investment Restrictions ................................................ 1
Performance Information ................................................ 4
Portfolio Transactions and Brokerage ................................... 5
Services of the Adviser ................................................ 6
Net Asset Value ........................................................ 8
How To Buy Shares ...................................................... 8
Alternative Purchase Agreements ........................................ 8
Investor Account Services .............................................. 11
How To Redeem Shares ................................................... 12
Tax Sheltered Retirement Plans ......................................... 13
Dividends, Distributions and Taxes ..................................... 14
The Distributor ........................................................ 15
Distribution Plans ..................................................... 17
Management of the Fund ................................................. 18
Other Information ...................................................... 24
</TABLE>

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

PXP 691B (10/99)

<PAGE>

THE FUND

The Fund was originally incorporated in New York in 1956, and on January
13, 1992, the Fund was reorganized as a Massachusetts business trust. The Fund
has operated as an open-end, diversified management investment company since
May 1960. On June 30, 1993, the Trustees voted to change the name of the Fund
to "Phoenix Worldwide Opportunities Fund" to reflect the purchase of the former
adviser by Phoenix Home Life Mutual Insurance Company and the affiliation with
other Phoenix Funds. On November 18, 1998, the Trustees voted to change the
name of the Fund to "Phoenix-Aberdeen Worldwide Opportunities Fund."

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is capital appreciation. The Fund's
investment objective is a fundamental policy and may not be changed without
shareholder approval.

Under normal circumstances, at least 65% of the total assets of the Fund
will be invested in the securities of issuers located in at least three
different countries, one of which will be the United States. The Fund intends
to invest at least 65% of its total assets in common stocks. The Fund may
invest in other types of equity securities including preferred stocks,
securities convertible into common stocks, warrants and any rights to purchase
common stocks. The Fund may also invest up to 35% of its assets in
non-convertible fixed-income securities of U.S. and non-U.S. issuers (described
below) when the Adviser or Subadviser has determined that such securities are
appropriate for the achievement of the Fund's investment objective. Because the
market value of fixed-income securities can be expected to vary inversely to
changes in prevailing interest rates, investing in such fixed-income securities
can provide an opportunity for capital appreciation when interest rates are
expected to decline.

The non-convertible fixed-income securities referred to above will consist
of (1) corporate notes, bonds and debentures of U.S. issuers that are rated
high grade (i.e. within the three highest rating categories of Standard &
Poor's or Moody's Investors Service) or, if unrated, are deemed by the Adviser
or Subadviser to be of comparable quality to those securities that are rated
high grade, (2) corporate notes, bonds, debentures and other securities (such
as Euro-currency instruments) of non-U.S. issuers that are rated within the
three highest rating categories of rating services chosen by the Adviser or
Subadviser to rate foreign debt obligations or, if unrated, are deemed by the
Adviser or Subadviser to be of comparable credit quality to rated securities
that may be purchased and (3) Treasury bills, notes and bonds issued by the
United States Government or its agencies or instrumentalities and securities
issued by foreign governments and supranational agencies (such as World Bank).

The Fund may, for daily cash management purposes, invest in the
non-convertible fixed income securities described above or in high quality
money market securities. In addition, the Fund may invest, without limit, in
any combination of the U.S. Government securities and money market instruments
referred to above when, in the opinion of the Adviser or Subadviser, it is
determined that a temporary defensive position is warranted based upon current
market conditions. In such instances, the Fund will not be achieving its stated
investment objective.

The percentage of the Fund's assets invested in particular geographic
sectors will shift from time to time in accordance with the judgment of the
Subadviser.

Capital appreciation will more often than not be sought through long-term
holdings but the Fund may attempt to take advantage of apparent short-term
trends, and such operations will occasion more trading, and hence, more than
normal brokerage commissions and other expenses. Investments are selected for
the Fund in such proportions and amounts as deemed advisable, subject to the
investment restrictions set forth herein (see "Investment Restrictions"), in
accordance with the Adviser's or Subadviser's judgment of investment
opportunities and the general economic outlook.

INVESTMENT RESTRICTIONS

Fundamental Policies

The following investment restrictions are fundamental policies that cannot
be changed without the approval of the holders of a majority of the Fund's
outstanding voting securities (which means the lesser of (a) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
represented or (b) more than 50% of the outstanding shares).

The Fund may not:

1. Borrow money, except from a bank and then only if there is an asset
coverage of at least 300%; provided, however, that the Fund may not purchase
securities while outstanding borrowings exceed 5% of the Fund's total assets.

2. Underwrite the sale of securities of other issuers (but the Fund may be
deemed to be an underwriter in connection with any acquisition of restricted
securities).

3. Purchase or sell real estate.

4. Purchase or sell commodities or commodity contracts; provided, however,
that the terms commodities and commodity contracts shall not be deemed to
include (i) forward foreign currency exchange contracts (ii) futures contracts
on foreign currencies, (iii) options on futures contracts or (iv) options on
foreign currencies.

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5. Lend money, except in connection with the acquisition of a portion of
an issue of publicly distributed bonds, debentures or other corporate
obligations.

6. Issue senior securities except to the extent that it is permitted (a)
to borrow money from banks pursuant to the Fund's investment restriction
regarding the borrowing of money, and (b) to enter into transactions involving
forward foreign currency exchange contracts, foreign currency futures contracts
and options thereon, and options on foreign currencies as described in the
Fund's Prospectus and this Statement of Additional Information.

7. Invest more than 25% of its total assets in any one industry. For
purposes of this policy, foreign governments and supranational agencies shall
be deemed to be separate industries.

8. Make short sales unless at the time of the sale the Fund owns, or by
virtue of ownership of other securities, has the right to obtain, at least an
equal amount of the securities sold short.

9. Issue bonds, debentures, or senior equity securities.

10. Issue any of its securities other than for cash or securities
(including securities of which the Fund is the issuer), except as a dividend or
distribution or in connection with a reorganization.

11. Purchase securities on margin, except as may be permitted under the
Investment Company Act of 1940 (the "1940 Act"), and except that, for purposes
of this restriction, the deposit or payment of initial or variation margin in
connection with the entry into or use of futures contracts will not be deemed
to be a purchase of securities on margin.

12. Invest in companies for the purpose of exercising control or
management.

13. Invest in securities of other investment companies except to the extent
permitted by the 1940 Act.

Other Policies

The following investment restrictions do not constitute fundamental
policies and may, therefore, be changed without shareholder approval.

The Fund intends to comply with the Statement of Policy on investment
companies approved by certain state securities commissioners. Additional
investment restrictions currently imposed by the Statement of Policy are as
follows: The Fund will not:

1. Purchase any securities (excluding government securities) if by reason
thereof more than 5% of the Fund's total assets (taken at current value) would
then be invested in securities of a single issuer.

2. Purchase any securities if, as a result, the Fund would then have more
than 5% of its total assets (taken at current value) invested in securities of
companies (including their predecessors) with less than three years of
operating history.

3. Invest more than 5% of its total assets in puts, calls, straddles,
spreads, and/or any combination thereof.

4. Invest in interests in oil, gas, or other mineral exploration or
development programs.

5. Invest more than 15% of its net assets in illiquid securities,
comprised of assets which may not be sold or disposed of in the ordinary course
of business within seven days at approximately the value at which the Fund has
valued the investment.

In addition, the Fund has given undertakings to certain state securities
commissioners to the effect that (a) the Fund will not purchase warrants
(except warrants acquired by the Fund in units or attached to securities which
may be deemed to be without value) in amounts in excess of 5% of the Fund's net
assets, and (b) the Fund may purchase put or call options or combinations
thereof written by others, provided the aggregate premiums paid for all such
options held do not exceed 2% of the Fund's net assets.

Writing Covered Call Options

The Fund may write covered call option contracts, which are options on
securities that the Fund owns, if such options are listed on an organized
securities exchange and the Adviser determines that such activity is consistent
with the Fund's investment objective. A call option gives the purchaser of the
option the right to buy the underlying security from the writer at the exercise
price at any time prior to the expiration of the contract, regardless of the
market price of the security during the option period. The premium paid to the
writer is the consideration for undertaking the obligations under the option
contract. The writer forgoes the opportunity to profit from an increase in the
market price of the underlying security above the exercise price except insofar
as the premium represents such a profit. The writing of option contracts is a
highly specialized activity which involves investment techniques and risks
different from those ordinarily associated with investment companies, and the
restrictions listed above would tend to reduce such risks.

Securities for the Fund's portfolio will continue to be bought and sold on
the basis of investment considerations and appropriateness to the fulfillment
of the Fund's investment objective. In order to close out a position, the Fund
will normally make a "closing purchase transaction"--the purchase of a call
option on the same security with the same exercise price and expiration

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<PAGE>

date as the call option which it has previously written on any particular
security. When a security is sold from the Fund's portfolio, the Fund will
effect a closing purchase transaction so as to close out any existing call
option on that security.

Forward Foreign Currency Exchange Contracts

In order to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward foreign currency exchange contracts
("forward currency contracts") for the purchase or sale of a specified currency
at a specified future date. Such contracts may involve the purchase or sale of
a foreign currency against the U.S. dollar or may involve two foreign
currencies. The Fund may enter into forward currency contracts either with
respect to specific transactions or with respect to the Fund's portfolio
positions.

Futures Contracts on Foreign Currencies and Options on Futures Contracts

The Fund may engage in futures contracts on foreign currencies and options
on these futures transactions as a hedge against changes in the value of the
currencies to which the Fund is subject or to which the Fund expects to be
subject in connection with future purchases, in accordance with the rules and
regulations of the Commodity Futures Trading Commission (the "CFTC"). The Fund
also may engage in such transactions when they are economically appropriate for
the reduction of risks inherent in the ongoing management of the Fund.

The Fund may buy and sell futures contracts on foreign currencies and
groups of foreign currencies. The Fund will engage in transactions in only
those futures contracts and options thereon that are traded on a commodities
exchange or a board of trade. A "sale" of a futures contract means the
assumption of a contractual obligation to deliver the specified amount of
foreign currency at a specified price in a specified future month. A "purchase"
of a futures contract means the assumption of a contractual obligation to
acquire the currency called for by the contract at a specified price in a
specified future month. At the time a futures contract is purchased or sold,
the Fund must allocate cash or securities as a deposit payment (initial
margin). Thereafter, the futures contract is valued daily and the payment of
"variation margin" may be required, resulting in the Fund's providing or
receiving cash that reflects any decline or increase in the contract's value, a
process known as "marking to market".

Options on Foreign Currencies

The Fund may purchase and write put and call options on foreign currencies
traded on securities exchanges or boards of trade (foreign and domestic) for
hedging purposes in a manner similar to that in which forward currency
contracts and futures contracts on foreign currencies will be employed. Options
on foreign currencies are similar to options on stock, except that the Fund has
the right to take or make delivery of a specified amount of foreign currency,
rather than stock.

The Fund may purchase and write options to hedge the Fund's portfolio
securities denominated in foreign currencies. If there is a decline in the
dollar value of a foreign currency in which the Fund's portfolio securities are
denominated, the dollar value of such securities will decline even though
foreign currency value remains the same. See "Special Considerations and Risk
Factors." To hedge against the decline of the foreign currency, the Fund may
purchase put options on such foreign currency. If the value of the foreign
currency declines, the gain realized on the put option would offset, in whole
or in part, the adverse effect such decline would have on the value of the
portfolio securities. Alternatively, the Fund may write a call option on the
foreign currency. If the value of the foreign currency declines, the option
would not be exercised and the decline in the value of the portfolio securities
denominated in such foreign currency would be offset in part by the premium the
Fund received for the option.

If, on the other hand, the Adviser anticipates purchasing a foreign
security and also anticipates a rise in the value of such foreign currency
(thereby increasing the cost of such security), the Fund may purchase call
options on the foreign currency. The purchase of such options could offset, at
least partially, the effects of the adverse movements of the exchange rates.
Alternatively, the Fund could write a put option on the currency and, if the
exchange rates move as anticipated, the option would expire unexercised.

Segregated Accounts

At the time of purchase of a futures contract, option on futures contract
or forward foreign currency exchange 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 contract's market value
minus initial margin deposit will be deposited in a pledged account with the
Fund's custodian bank to fully collateralize the position.

Other Policies

The Fund is authorized to invest in the securities of other investment
companies subject to the limitations contained in the 1940 Act. In certain
countries, investments by the Fund may only be made through investments in
other investment companies that, in turn, are authorized to invest in the
securities that are issued in such countries. Investors should recognize that
the Fund's purchase of the securities of such other investment companies
results in the layering of expenses such that investors indirectly bear a
proportionate part of the expenses for such investment companies including
operating costs and investment advisory and administrative fees.

Special Considerations and Risk Factors

Investing in the securities of foreign companies involves special risks
and considerations not typically associated with investing in U.S. companies.
These include: differences in accounting, auditing and financial reporting
standards, generally higher

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<PAGE>

commission rates on foreign portfolio transactions, the possibility of
expropriation or confiscatory taxation, adverse changes in investment or
exchange control regulations, political instability which could affect U.S.
investments in foreign countries, and potential restrictions on the flow of
international capital. Additionally, dividends payable on foreign securities
may be subject to foreign taxes withheld prior to distribution. Foreign
securities often trade with less frequency and volume than domestic securities
and therefore may exhibit greater price volatility, and changes in foreign
exchange rates will affect the value of those securities which are denominated
or quoted in securities which are denominated or quoted in currencies other
than the U.S. dollar. Many of the foreign securities held by the Fund will not
be registered with, nor the issuers thereof 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 for the United States economy in such
respects as growth of Gross National Product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payment positions.

The Fund's use of forward currency contracts involves certain investment
risks and transaction costs to which it might not otherwise be subject. These
include: (1) the Adviser may not always be able to accurately predict movements
within currency markets, (2) the skills and techniques needed to use forward
currency contracts are different from those needed to select the securities in
which the Fund invests and (3) there is no assurance that a liquid secondary
market will exist that would enable the Adviser to "close out" existing forward
contracts when doing so is desirable. The Fund's successful use of forward
currency contracts, options on foreign currencies, futures contracts on foreign
currencies and options on such contracts depends upon the Adviser's ability to
predict the direction of the market and political conditions, which require
different skills and techniques than predicting changes in the securities
markets generally. For instance, if the value of the securities being hedged
moves in a favorable direction, the advantage to the Fund would be wholly or
partially offset by a loss in the forward contracts or futures contracts.
Further, if the value of the securities being hedged does not change, the
Fund's net income would be less than if the Fund had not hedged since there are
transaction costs associated with the use of these investment practices.

These practices are subject to various additional risks. The correlation
between movements in the price of options and futures contracts and the price
of the currencies being hedged is imperfect. The use of these instruments will
hedge only the currency risks associated with investments in foreign currency
advances before it invests in securities denominated in such currency and the
currency market declines, the Fund might incur a loss on the futures contract.
The Fund's ability to establish and maintain positions will depend on market
liquidity. The ability of the Fund to close out a futures position or an option
depends upon a liquid secondary market. There is no assurance that liquid
secondary markets will exist for any particular futures contract or option at
any particular time.

The Fund may invest up to 5% of its net assets in fixed income securities
rated below investment grade (commonly referred to as "junk bonds"). Fixed
income securities rated below investment grade are deemed to be predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations. Fixed income
securities rated below investment grade may involve a substantial risk of
default or may be in default. Changes in economic conditions or developments
regarding the individual issuer are more likely to cause price volatility and
weaken the capacity of the issuers of such securities to make principal and
interest payments than is the case for higher grade debt securities. An
economic downturn affecting the issuer may result in an increased incidence of
default and a decline in prices of the issuer's lower-rated securities. The
market for fixed income securities rated below investment grade may be thinner
and less active than for higher-rated securities. The secondary market in which
fixed income securities rated below investment grade are traded is generally
less liquid than the market for higher grade debt securities.

PERFORMANCE INFORMATION

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

Standardized quotations of average annual total return for Class A, Class
B or Class C Shares will be expressed in terms of the average annual compounded
rate of return for a hypothetical investment in either Class A, Class B or
Class C Shares over periods of 1, 5 and 10 years or up to the life of the class
of shares), calculated for each class separately pursuant to the following
formula: P(1+T)n = ERV (where P = a hypothetical initial payment of $1,000, T =
the average annual total return, n = the number of years, and ERV = the ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
period). All total return figures reflect the deduction of a proportional share
of each Class's expenses (on an annual basis), deduction of the maximum initial
sales load in the case of Class A Shares and the maximum contingent deferred
sales charge applicable to a complete redemption of the investment in the case
of Class B and Class C Shares, and assume that all dividends and distributions
on Class A, Class B and Class C Shares are reinvested when paid.

Performance information for the Fund may be compared, in reports and
promotional literature, to: (i) the EAFE (Europe, Australia, and Far East)
Index, the MSCI World (Net) Index, the Europac Index, or other unmanaged
indices so that investors may compare the Fund's results with those of a group
of unmanaged securities widely regarded by investors as representative of the
securities markets

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<PAGE>

in general; (ii) other groups of mutual funds tracked by Lipper Analytical
Services, Inc., a widely used independent research firm which ranks mutual
funds by overall performance, investment objectives, and assets, or tracked by
other services, companies, publications, or persons who rate or rank mutual
funds on overall performance or other criteria; and (iii) the Consumer Price
Index (measure for inflation) to assess the real rate of return from an
investment in the Fund. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions for administrative and
management costs and expenses.

The Fund may from time to time include in advertisements containing total
return the ranking of those performance figures relative to such figures for
groups of mutual funds having similar investment objectives as categorized by
ranking services such as Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc.
Additionally, the 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, Investor's Daily, Stanger's Mutual Fund Monitor,
The Stanger Register, Stanger's Investment Adviser, The Wall Street Journal,
The New York Times, Consumer Reports, Registered Representative, Financial
Planning, Financial Services Weekly, Financial World, U.S. News and World
Report, Standard & Poor's The Outlook, and Personal Investor. The Fund may from
time to time illustrate the benefits of tax deferral by comparing taxable
investments to investments made through tax-deferred retirement plans. The
total return may also be used to compare the performance of the Fund against
certain widely acknowledged outside standards or indices for stock and bond
market performance, such as the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500"), Dow Jones Industrial Average, Europe Australia Far East
Index (EAFE), Morgan Stanley Capital International World (net) Index, Consumer
Price Index, Lehman Brothers Corporate Index and Lehman Brothers T-Bond Index.

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

For the 1, 5 and 10 year periods ended June 30, 1999, the average annual
total return of the Class A Shares was 3.73%, 14.86% and 11.23%, respectively.
For the one year ended June 30, 1999 and, since inception, July 15, 1994 for
Class B Shares, the average annual total return was 4.66% and 14.52%,
respectively. For the period since inception, December 16, 1998, through June
30, 1999, the total return for Class C Shares was 10.79%. Performance
information reflects only the performance of a hypothetical investment in each
class during the particular time period on which the calculations are based.
Performance information should be considered in light of the Fund's investment
objectives and policies, characteristics and quality of the portfolio, and the
market condition during the given time period, and should not be considered as
a representation of what may be achieved in the future.

The Fund may also compute aggregate total return for specified periods
based on a hypothetical account with an assumed initial investment of $10,000.
The aggregate total return is determined by dividing the net asset value of
this account at the end of the specified period by the value of the initial
investment and is expressed as a percentage. Calculation of aggregate total
return reflects payment of the Class A Shares's maximum sales charge of 4.75%
and assumes reinvestment of all income dividends and capital gain distributions
during the period. Based on the foregoing, the Class A Share's aggregate total
return quotation for the period commencing May 13, 1960 and ending June 30,
1999 was 3,328.02%.

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

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Adviser places orders for the purchase and sale of securities,
supervises their execution and negotiates brokerage commissions on behalf of
the Fund. It is the practice of the Adviser to seek the best prices and
execution of orders and to negotiate brokerage commissions which in its opinion
are reasonable in relation to the value of the brokerage services provided by
the executing broker. Brokers who have executed orders for the Fund are asked
to quote a fair commission for their services. If the execution is satisfactory
and if the requested rate approximates rates currently being quoted by the
other brokers selected by the Adviser, the rate is deemed by the Adviser to be
reasonable. Brokers may ask for higher rates of commission if all or a portion
of the securities involved in the transaction are positioned by the broker, if
the broker believes it has brought the Fund an unusually favorable trading
opportunity, or if the broker regards its research services as being of
exceptional value. Payment of such commissions is authorized by the Adviser
after the transaction has been consummated. If the Adviser more than
occasionally differs with the broker's appraisal of opportunity or value, the
broker would not be selected to execute trades in the future.

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<PAGE>

The Adviser believes that the Fund benefits with a securities industry
comprised of many diverse firms and that the long-term interests of
shareholders of the Fund are best served by their brokerage policies which
include paying a fair commission rather than seeking to exploit their leverage
to force the lowest possible commission rate. The primary factors considered in
determining the firms to which brokerage orders are given are the Adviser's
appraisal of: the firm's ability to execute the order in the desired manner,
the value of research services provided by the firm, and the firm's attitudes
toward and interest in mutual funds in general including those managed and
sponsored by the Adviser. The Adviser does not offer or promise to any broker
an amount or percentage of brokerage commissions as an inducement or reward for
the sale of shares of the Fund. Over-the-counter purchases and sales are
transacted directly with principal market-makers except in those circumstances
where, in the opinion of the Adviser, better prices and executions are
available elsewhere. In the over-the-counter market, securities are usually
traded on a "net" basis with dealers acting as principal for their own accounts
without a stated commission, although the price of the security usually
contains a profit to the dealer. The Fund also expects that securities will be
purchased at times in underwritten offerings where the price includes a fixed
amount of compensation, usually referred to as the underwriter's concession or
discount. The foregoing discussion does not relate to 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 Fund.

In general terms, the nature of research services provided by brokers
encompasses statistical and background information, and forecasts and
interpretations with respect to U.S. and foreign economies, U.S. and foreign
money markets, fixed income markets and equity markets, specific industry
groups, and individual issues. Research services will vary from firm to firm,
with broadest coverage generally from the large full-line firms. Smaller firms
in general tend to provide information and interpretations on a smaller scale,
frequently with a regional emphasis. In addition, several firms monitor
federal, state, local, and foreign political developments. Many of the brokers
also provide access to outside consultants. The outside research assistance is
particularly useful to the Adviser's staff since the brokers, as a group, tend
to monitor a broader universe of securities and other matters than the
Adviser's staff can follow. In addition, it provides the Adviser with a diverse
perspective on financial markets. Research and investment information is
provided by these and other brokers at no cost to the Adviser and is available
for the benefit of other accounts advised by the Adviser and its affiliates and
not all of the information will be used in connection with the Fund. While this
information may be useful in varying degrees and may tend to reduce the
Adviser's expenses, it is not possible to estimate its value and in the opinion
of the Adviser it does not reduce the Adviser's expenses in a determinable
amount. The extent to which the Adviser makes use of statistical, research and
other services furnished by brokers is considered by the Adviser in the
allocation of brokerage business but there is no formula by which such business
is allocated. The Adviser does so in accordance with its judgment of the best
interests of the Fund and its shareholders.

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

During the fiscal years ended June 30, 1997, 1998 and 1999, brokerage
commissions paid by the Fund totalled $1,136,406, $911,734 and $958,885,
respectively. Brokerage commissions of $222,683 were paid during the last
fiscal year on portfolio transactions aggregating $198,605,602 and executed by
brokers who provided research and other statistical and factual information. In
the fiscal year ended June 30, 1999, no commissions were paid to the
Distributor for portfolio transactions.

SERVICES OF THE ADVISER

The investment adviser to the fund is Phoenix Investment Counsel, Inc.
("PIC" or "Adviser"), which is located at 56 Prospect Street, Hartford,
Connecticut 06115-0480. All of the outstanding stock of PIC is owned by Phoenix
Equity Planning Corporation ("Equity Planning" or "Distributor"), a subsidiary
of Phoenix Investment Partners, Ltd. ("PXP"). PXP is a New York Stock Exchange

6
<PAGE>

traded company that provides investment management and related services to
institutional investors, corporations and individuals through operating
subsidiaries. Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life")
of Hartford, Connecticut is a majority shareholder of PXP. Phoenix Home Life is
in the business of writing ordinary and group life and health insurance and
annuities. Its principal offices are located at One American Row, Hartford,
Connecticut, 06115-2520. Equity Planning, a mutual fund distributor, acts as
the national distributor of the Fund's shares and as Financial Agent of the
Fund. The principal office of Equity Planning is located at 100 Bright Meadow
Boulevard, Enfield, Connecticut, 06082.

PXP is a publicly-traded independent registered investment advisory firm
and has served investors for over 70 years. It manages approximately $58
billion in assets (as of September 30, 1999) 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; Zweig/Glaser Advisers (Zweig)
in New York; and Phoenix Investment Counsel, Inc. (Goodwin, Hollister, and
Oakhurst divisions) in Hartford, Sarasota and Scotts Valley, CA, respectively.

PIC also acts as the investment adviser for 14 other mutual funds, as
subadviser to three mutual funds, and as adviser to institutional clients. PIC
has acted as an investment adviser for over sixty years. PIC was originally
organized in 1932 as John P. Chase, Inc. As of September 30, 1999, PIC had
approximately $23.4 billion assets under management. Philip R. McLoughlin, a
Trustee and officer of the Fund, is a director of PIC. All other executive
officers of the Fund are officers of PIC.

The Adviser provides certain services and facilities required to carry on
the day-to-day operations of the Fund (for which it receives a management fee)
other than the costs of printing and mailing proxy materials, reports and
notices to shareholders; outside legal and auditing accounting services,
regulatory filing fees and expenses of printing the Fund's registration
statements (but the Distributor purchases such copies of the Fund's
prospectuses and reports and communication to shareholders as it may require
for sales purposes), insurance expense, association membership dues, brokerage
fees, and taxes.

The current Management Agreement was approved by the Trustees of the Fund
on March 16, 1993 and by the shareholders of the Fund on May 7, 1993. The
Management Agreement became effective on May 14, 1993, and it will continue in
effect until lapsed or terminated. The Management Agreement will continue in
effect from year to year if specifically approved annually by a majority of the
Trustees who are not interested persons of the parties thereto, as defined in
the 1940 Act, and by either (a) the Trustees of the Fund or (b) the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act). The Agreement may be terminated without penalty at any time by the
Trustees or by a vote of a majority of the outstanding voting securities of the
Fund or by the Adviser upon 60 days' written notice and will automatically
terminate in the event of its "assignment" as defined in Section (2)(a)(4) of
the 1940 Act.

The Management Agreement provides that the Adviser is not liable for any
act or omission in the course of, or in connection with, rendering services
under the Agreement in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties under the Agreement.
The Agreement permits the Adviser to render services to others and to engage in
other activities.

As compensation for its services, the Adviser receives a fee, which is
accrued daily against the value of the Fund's net assets and is paid by the
Fund monthly. The fee is computed at an annual rate of 0.75% of the Fund's
average daily net assets of up to $1 billion, 0.70% of the Fund's average daily
net assets from $1 billion to $2 billion, and 0.65% of the Fund's average daily
net assets in excess of $2 billion. Total management fees for the fiscal years
ended June 30, 1997, 1998 and 1999 amounted to $1,137,290, $1,278,505 and
$1,435,159, respectively.

The Adviser makes its personnel available to serve as officers and
"interested" Trustees of the Fund. The Fund has not directly compensated any of
its officers or Trustees for services in such capacities except to pay fees to
the Trustees who are not otherwise affiliated with the Fund. The Fund
reimburses all Trustees for their out-of-pocket expenses. The Trustees of the
Fund are not prohibited from authorizing the payment of salaries to the
officers pursuant to the Management Agreement, including out-of-pocket
expenses, at some future time.

In addition to the management fee, expenses paid by the Fund include: fees
of Trustees who are not compensated by the Adviser, interest charges, taxes,
fees and commissions of every kind, including brokerage fees, expenses of
issuance, repurchase or redemption of shares, expenses of registering or
qualifying shares for sale (including the printing and filing of the Fund's
registration statements, reports and prospectuses excluding those copies used
for sales purposes which the Distributor purchases at printer's over-run cost),
accounting services fees, insurance expenses, association membership dues, all
charges of custodians, transfer agents, registrars, auditors and legal counsel,
expenses of preparing, printing and distributing all proxy material, reports
and notices to shareholders, and, all costs incident to the Fund's existence as
a Massachusetts business trust.

The Subadviser

Aberdeen Fund Managers Inc. ("Aberdeen") serves as sub-advisor for the
Fund. Aberdeen has been an investment advisor since 1995 and is a wholly-owned
subsidiary of Aberdeen Asset Management PLC which was established in 1983 to
provide investment management services to unit and investment trusts,
segregated pension funds and other institutional and private portfolios. As

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<PAGE>

of June 30, 1999 Aberdeen managed in excess of $1.5 billion in assets for
institutional portfolios. Aberdeen's principal offices are located at 1
Financial Plaza, Suite 2210, Nations Bank Tower, Fort Lauderdale, Florida
33394. The address of Aberdeen Asset Management PLC is 10 Queens Terrace,
Aberdeen, Scotland AB101QG.

The Subadvisory Agreement provides that the advisor, PIC, will delegate to
Aberdeen the performance of certain of its investment management services under
the Management Agreement. Aberdeen will furnish at its own expense the office
facilities and personnel necessary to perform such services. For its services
as subadvisor, PIC will pay Aberdeen compensation at the annual rate of .375%
of the Fund's average daily net assets up to $1 billion, .35% of the Fund's
average daily net assets from $1 billion to $2 billion and .325% of the Fund's
average daily net assets in excess of $2 billion. The Subadvisory Agreement was
approved by the Board of Trustees at its meeting on May 27, 1998 and by
shareholders at a meeting on October 27, 1998. It will continue in effect
thereafter only so long as its continuance has been specifically approved at
least annually by the Trustees, including a majority of the disinterested
Trustees.

NET ASSET VALUE

The net asset value per share of the Fund is determined as of the close of
trading of the New York Stock Exchange (the "Exchange") on days when the
Exchange is open for trading. The Exchange will be closed on the following
observed national holidays: New Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Since the Fund does not price securities on
weekends or United States national holidays, the value of the Fund's foreign
assets may be significantly affected on days when the investor has no access to
the Fund. The net asset value per share of the Fund is determined by adding the
values of all securities and other assets of the Fund, subtracting liabilities,
and dividing by the total number of outstanding shares of the Fund. Assets and
liabilities are determined in accordance with generally accepted accounting
principles and applicable rules and regulations of the Securities and Exchange
Commission. The total liability allocated to a class, plus that class's
distribution 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 the Fund which
invests in foreign securities contemporaneously with the determination of the
prices of the majority of the portfolio securities of the Fund. All assets and
liabilities initially expressed in foreign currency values will be converted
into United States dollar values at the mean between the bid and ask quotations
of such currencies against United States dollars as last quoted by any
recognized dealer. If an event were to occur after the value of an investment
was so established but before the net asset value per share was determined,
which was likely to materially change the net asset value, then the instrument
would be valued using fair value considerations by the Trustees or their
delegates. If at any time the Fund has investments where market quotations are
not readily available, such investments are valued at the fair value thereof as
determined in good faith by the Trustees although the actual calculations may
be made by persons acting pursuant to the direction of the Trustees.

HOW TO BUY SHARES

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

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

ALTERNATIVE PURCHASE AGREEMENTS

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

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<PAGE>

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 service fees and contingent deferred sales charges on Class B
or C Shares would be less than the initial sales charge and accumulated
distribution and service fees on Class A Shares purchased at the same time.

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

Class A Shares

Class A Shares incur a sales charge when they are purchased and enjoy the
benefit of not being subject to any sales charge when they are redeemed. 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 Fund's Prospectus. The purpose of the
conversion feature is to relieve the holders of the Class B Shares that have
been outstanding for a period of time sufficient for the adviser and the
Distributor to have been compensated for distribution expenses related to the
Class B Shares from most of the burden of such distribution related expenses.

Class B Shares include all shares purchased pursuant to the deferred sales
charge alternative which would 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 covert 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.

Class C Shares

Class C Shares are purchased without an initial sales charge but are
subject to a deferred sales charge if redeemed within one year of purchase. The
deferred sales charge may be waived in connection with certain qualifying
redemptions. Shares issued in conjunction with the automatic reinvestment of
income distributions and capital gain distributions are not subject to any
sales charges. Class C Shares are subject to an ongoing distribution 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.

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

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<PAGE>

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 (16) above are
made upon the written assurance of the purchaser that the purchase is made for
investment purposes and that the shares so acquired will not be resold except
to the Fund; (17) purchasers of Class A Shares bought through investment
advisers and financial planners who charge an advisory, consulting or other fee
for their services and buy shares for their own accounts or the accounts of
their clients; (18) retirement plans and deferred compensation plans and trusts
used to fund those plans (including, for example, plans qualified or created
under sections 401(a), 403(b) or 457 of the Internal Revenue Code), and "rabbi
trusts" that buy shares for their own accounts, in each case if those purchases
are made through a broker or agent or other financial intermediary that has
made special arrangements with the Distributor for such purchases; (19) 401(k)
participants in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at
least $3 million in assets or 500 or more eligible employees; or (20) clients
of investment advisors or financial planners who buy shares for their own
accounts but only if their accounts are linked to a master account of their
investment advisor or financial planner on the books and records of the broker,
agent or financial intermediary with which the Distributor has made such
special arrangements. Each of the investors described in (17) through (20) may
be charged a fee by the broker, agent or financial intermediary for purchasing
shares.

Combination Purchase Privilege. Your purchase of any class of shares of
this or any other Affiliated Phoenix Fund (other than Phoenix 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 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.

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<PAGE>

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 701/2 under any
retirement plan qualified under Code Sections 401, 408 or 403(b) or resulting
from the tax-free return of an excess contribution to an IRA; (d) by 401(k)
plans using an approved participant tracking system for participant hardships,
death, disability or normal retirement, and loans which are subsequently
repaid; (e) from the Merrill Lynch Daily K Plan ("Plan") invested in Class B
Shares, on which such shares the Distributor has not paid the dealer the Class
B sales commission; (f) based on the exercise of exchange privileges among
Class B and C Shares of this or any other Affiliated Phoenix Fund; (g) based on
any direct rollover transfer of shares from an established Affiliated Phoenix
Fund qualified plan into an Affiliated Phoenix Fund IRA by participants
terminating from the qualified plan; and (h) based on the systematic withdrawal
program (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 either years after they are bought. Conversion will be on the basis of the
then prevailing net asset value for 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 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 Fund offers accumulation plans, withdrawal plans and reinvestment and
exchange privileges. Certain privileges may not be available in connection with
all classes. In most cases, changes to account services may be accomplished
over the phone. Inquiries regarding policies and procedures relating to
shareholder account services should be directed to Shareholder Services at
(800) 243-1574.

Exchanges

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

Dividend Reinvestment Across Accounts

If you maintain an account balance of at least $5,000, or $2,000 for tax
qualified retirement benefit plans (calculated on the basis of the net asset
value of the shares held in a single account), you may direct that any
dividends and distributions paid with respect to shares in that account be
automatically reinvested in a single account of one of the other Affiliated
Phoenix Funds at net asset value. You should obtain a current prospectus and
consider the objectives and policies of each fund carefully before directing
dividends and distributions to another fund. Reinvestment election forms and
prospectuses are available from Equity Planning. Distributions may also be
mailed to a second payee and/or address. Requests for directing distributions
to an alternate

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<PAGE>

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.

Systematic Withdrawal Program

The Systematic Withdrawal Program allows you to periodically redeem a
portion of your account on a predetermined monthly, quarterly, semiannual or
annual basis. A sufficient number of full and fractional shares will be
redeemed so that the designated payment is made on or about the 20th day of the
month. Shares are tendered for redemption by the Transfer Agent, as agent for
the shareowner, on or about the 15th of the month at the closing net asset
value on the date of redemption. The Systematic Withdrawal Program also
provides for redemptions to be tendered on or about the 10th, 15th or 25th of
the month with proceeds to be directed through Automated Clearing House (ACH)
to your bank account. In addition to the limitations stated below, withdrawals
may not be less than $25 and minimum account balance requirements shall
continue to apply.

Shareholders participating in the Systematic Withdrawal program must own
shares of a 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 Shares
investor since a sales charge will be paid by the investor on the purchase of
Class A Shares at the time as other shares are being redeemed. For this reason,
investors in Class A Shares may not participate in an automatic investment
program while participating in the Systematic Withdrawal Program.

Through the Program, Class B 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 Fund to dispose of its securities or to determine fairly the value of
its net assets or during any other period permitted by order of the Securities
and Exchange Commission for the protection of investors. Furthermore, the
Transfer Agent will not mail redemption proceeds until checks received for
shares purchased have cleared, which may take up to 15 days after receipt of
the check. Redemptions by Class B and Class C shareholders will be subject to
the applicable deferred sales charge, if any. See the Fund's current Prospectus
for further information.

12
<PAGE>

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

Redemption of Small Accounts

Due to the relatively high cost of maintaining small accounts, the Fund
reserves the right to redeem, at net asset value, the shares of any shareholder
whose account has a value, due to redemptions, of less than $200. Before the
Fund redeems these shares, the shareholder will be given notice that the value
of the shares in the account is less than the minimum amount and will be
allowed 30 days to make an additional investment in an amount which will
increase the value of the account to at least $200.

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 Fund redeem the shares. See the Fund's
current Prospectus for more information.

Telephone Redemptions

Shareholders may redeem by telephone up to $50,000 worth of their shares
held in book-entry form. See the Fund's current Prospectus for additional
information.

Redemption in Kind

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

Account Reinvestment Privilege

Shareholders who may have overlooked features of their investment at the
time they redeemed have the privilege of reinvesting their investment at net
asset value. See the Fund's current Prospectus for more information and
conditions attached to this privilege.

TAX SHELTERED RETIREMENT PLANS

Shares of the Fund and other Affiliated Phoenix Funds may be offered in
connection with employer-sponsored 401(k) plans. PIC and its affiliates may
provide administrative services to these plans and to their participants, in
addition to the services that PIC and its affiliates provide to the Phoenix
Funds, and receive compensation therefor. For information on the terms and
conditions applicable to employee participation in such plans, including
information on applicable plan administrative charges and expenses, prospective
investors should consult the plan documentation and employee enrollment
information which is available from participating employers.

Merrill Lynch Daily K Plan

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

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

(ii) The Plan is recordkept on a daily valuation basis by an independent
recordkeeper whose services are provided through a contract or
alliance arrangement with Merrill Lynch, and, on the date the Plan
Sponsor signs the Merrill Lynch Recordkeeping Service Agreement, the
Plan has $3 million or more in assets, excluding money market funds,
invested in Applicable Investments; or

(iii) the Plan has 500 or more eligible employees, as determined by a
Merrill Lynch plan conversion manager, on the date the Plan Sponsor
signs the Merrill Lynch Recordkeeping Service Agreement.

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

Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing
in Class B Shares of a Fund convert to Class A Shares once the Plan has reached
$5 million invested in Applicable Investments, or after the normal holding
period of seven years from the initial date of purchase.

13
<PAGE>

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund intends to remain qualified as a regulated investment company
under certain provisions of the Code. Under such provisions, the Fund will not
be subject to federal income tax on such part of its ordinary income and net
realized capital gains which it distributes to shareholders provided it meets
certain distribution requirements. To qualify for treatment as a regulated
investment company, the Fund generally must, among other things (a) derive in
each taxable year at least 90% of its gross income from (i) dividends, (ii)
interest, (iii) payments with respect to securities loans, (iv) gains from the
sale or other disposition of stock or securities or foreign currencies, and (v)
other income derived with respect to its business of investing in such stock,
securities or currencies; and (b) meet certain diversification requirements
imposed under the Code at the end of each quarter of the taxable year.

Dividends paid by the Fund will be taxable to shareholders as ordinary
income, except for (a) such portion as may exceed a shareholder's ratable share
of the Fund's earnings and profits, which excess will be applied against and
reduce the shareholder's cost or other tax basis for his shares, and (b)
amounts representing a distribution of net capital gains, if any, which are
designated by the Fund as capital gain distributions. If the amount described
in (a) above exceeds the shareholder's tax basis for his shares, the excess
over basis will be treated as gain from the sale or exchange of such shares.
The excess of any net long-term capital gains over net short-term capital
losses recognized and distributed by the Fund and designated by the Fund as a
capital gain distribution, will be taxable to shareholders as a long-term
capital gain regardless of the length of time a particular shareholder may have
held his shares in the Fund. Dividends and distributions are taxable as
described, whether received in cash or reinvested in additional shares of the
Fund.

Under certain circumstances, the sales charge incurred in acquiring shares
of the Fund may not be taken in account in determining the gain or loss on the
disposition of those shares. This rule applies where shares of the Fund are
disposed of within 90 days after the date on which they were acquired and new
shares of a regulated investment company are acquired without a sales charge or
at a reduced sales charge. In that case, the gain or loss realized on the
disposition will be determined by excluding from the tax basis of the shares
disposed all or a portion of the sales charge incurred in acquiring those
shares. This exclusion applies to the extent that the otherwise applicable
sales charge with respect to the newly acquired shares is reduced as a result
of the shareholder having incurred a sales charge initially. The portion of the
sales charge affected by this rule will be treated as a sales charge paid for
the new shares.

Distributions by the Fund reduce the net asset value of the Fund's shares.
Should a distribution reduce the net asset value of a share below a
shareholder's cost for the share, such a distribution nevertheless generally
would be taxable to the shareholder as ordinary income or long-term capital
gain, even though, from an investment standpoint, it may constitute a partial
return of capital. In particular, investors should be careful to consider the
tax implications of buying shares just prior to the declaration of a dividend
or distribution, but the dividend or distribution generally would be taxable to
them.

Some shareholders may be subject to withholding of federal income tax on
dividends and redemption payments from the Fund ("backup withholding") at the
rate of 31%. Corporate shareholders and certain other shareholders specified in
the Code generally are exempt from such backup withholding. Generally,
shareholders subject to backup withholding will be (i) those for whom a
certified taxpayer identification number is not on file with the Fund, (ii)
those about whom notification has been received (either by the shareholder or
the Fund) from the Internal Revenue Service that they are subject to backup
withholding or (iii) those who, to the Fund's knowledge, have furnished an
incorrect taxpayer identification number. Generally, to avoid backup
withholding, an investor must, at the time an account is opened, certify under
penalties of perjury that the taxpayer identification number furnished is
correct and that he or she is not subject to backup withholding.

It is anticipated that the Fund will receive dividends from its
investments, in which case dividends paid by the Fund from net investment
income may qualify for the 70% corporate dividends received deduction, but only
to the extent that such income is derived from dividends of domestic
corporations.

The Code imposes a 4% nondeductible excise tax on a regulated investment
company, such as the Fund, if it does not distribute to its shareholders during
the calendar year an amount equal to at least 98% of the Fund's capital gains
net income for the 12-month period ending on October 31 of each calendar year.
In addition, an amount equal to any undistributed investment company taxable
income or capital gain net income from the previous calendar year must also be
distributed to avoid the excise tax. The excise tax is imposed on the amount by
which the regulated investment company does not meet the foregoing distribution
requirements. If the Fund has taxable income that would be subject to the
excise tax, the Fund generally intends to distribute such income so as to avoid
payment of the excise tax.

Under another provision of the Code, any dividend declared by the Fund to
shareholders of record in October, November, and December of any calendar year
and payable to shareholders of record on a specified date in such a month will
be deemed to have been received by, and will be taxable to shareholders as of
December 31 of such calendar year, provided that the dividend is actually paid
by the Fund before February 1 of the following year.

Based on the foregoing, the Fund's policy is to distribute to its
shareholders at least 90% of net investment company taxable income, as defined
above and in the Code, and any net realized capital gains for each year and,
consistent therewith, to meet the

14
<PAGE>

distribution requirements of Part I of subchapter m of the Code. The Fund
intends to meet the other requirements of Part I of subchapter m, including the
requirements with respect to diversification of assets and sources of income,
so that the Fund will continue to qualify as a regulated investment company.

Equity options written by the Fund (covered call options on portfolio
stock) will be subject to the provisions under Section 1234 of the Code. If the
Fund writes a call option, no gain is recognized upon its receipt of a premium.
If the option lapses or is closed out, any gain or loss is treated as a
short-term capital gain or loss. If a call option is exercised, any resulting
gain or loss is a short-term or long-term capital gain or loss depending on the
holding period of the underlying stock.

Many futures contracts entered into by the Fund and all listed non-equity
options written or purchased by the Fund (including covered call options
written on debt securities and options written or purchased on futures
contracts) will be governed by Section 1256 of the Code. Absent a tax election
to the contrary, gain or loss attributable to the lapse, exercise or closing
out of any such position will be treated as 60% long-term and 40% short-term
capital gain or loss, and on the last trading day of the Fund's fiscal year
(and, generally on October 31 for purposes of the 4% excise tax), all
outstanding Section 1256 positions will be marked to market (i.e. treated as if
such positions were closed out at their closing price on such day), with any
resulting gain or loss recognized as 60% long-term and 40% short-term capital
gain or loss. Under certain circumstances, entry into a futures contract to
sell a security may constitute a short sale for federal income tax purposes,
causing an adjustment in the holding period of the underlying security or a
substantially identical security in the Fund's portfolio.

Positions of the Fund which consist of at least one stock and at least one
stock option or other position with respect to a related security which
substantially diminishes the Fund's risk of loss with respect to such stock
could be treated as a "straddle" which is governed by Section 1092 of the Code,
the operation of which may cause deferral of losses, adjustments in the holding
periods of stock or securities and conversion of short-term capital losses into
long-term capital losses. An exception to these straddle rules exists for any
"qualified covered call options" on stock options written by the Fund.

If the Fund invests in stock of certain passive foreign investment
companies, the Fund may be subject to U.S. federal income taxation on a portion
of any "excess distribution" with respect to, or gain from the disposition of,
such stock. The tax would be determined by allocating such distribution or gain
ratably to each day of the Fund's holding period for the stock. The
distributions or gain so allocated to any taxable year of the Fund, other than
the taxable year of the excess distribution or disposition, would be taxed to
the Fund at the highest ordinary income rate in effect for such year, and the
tax would be further increased by an interest charge to reflect the value of
the tax deferral deemed to have resulted from the ownership of the foreign
company's stock. Any amount of distribution or gain allocated to the taxable
year of the distribution or disposition would be included in the Fund's
investment company taxable income and, accordingly, would not be taxable to the
Fund to the extent distributed by the Fund as a dividend to its shareholders.
The Fund may elect to mark to market (i.e., treat as if sold at their closing
market price on same day), its investments in passive foreign investment
companies and avoid any tax and or interest charge on excess distributions.

The foregoing discussion of U.S. federal income tax law relates solely to
the application of that law to U.S. persons, i.e., U.S. citizens and residents
and U.S. corporations, partnerships, trusts and estates. Each shareholder who
is not a U.S. person should consider the U.S. and foreign tax consequences of
ownership of shares of the Fund, including the possibility that such a
shareholder may be subject to a U.S. withholding tax at a rate of 31% (or at a
lower rate under an applicable income tax treaty) on amounts constituting
ordinary income received by him or her, where such amounts are treated as
income from U.S. sources under the Code.

The Fund furnishes all shareholders, within 31 days after the end of the
calendar year, with information which is required by the Internal Revenue
Service for preparing federal income tax returns. Investors are urged to
consult their attorney or tax adviser regarding specific questions as to
federal, foreign, state or local taxes.

Important Notice Regarding Taxpayer IRS Certification

Pursuant to IRS Regulations, the Fund may be required to withhold 31% of
all reportable payments including any taxable dividends, capital gains
distributions or share redemption proceeds, for an account which does not have
a taxpayer identification number or social security number and certain required
certifications. The Fund reserves the right to refuse to open an account for
any person failing to provide a taxpayer identification number along with the
required certifications.

THE DISTRIBUTOR

Phoenix Equity Planning Corporation, ("Equity Planning" or "Distributor"),
acts as the Distributor of the Fund and as such will conduct a continuous
offering pursuant to a "best efforts" arrangement requiring it to take and pay
for only such securities as may be sold to the public. Equity Planning is an
indirect less than wholly-owned subsidiary of Phoenix Home Life Mutual
Insurance Company and an affiliate of PIC. Shares of the Fund may be purchased
through investment dealers who have sales agreements with the Distributor.
During the fiscal years 1997, 1998, and 1999, purchasers of shares of the Fund
paid aggregate sales charges of $111,630, $115,136, and $138,575, respectively,
of which the Distributor received net commissions of $32,104, $36,903, and
$45,521, respectively, for its services, the balance being paid to dealers. For
the fiscal year ended June 30, 1999, the Distributor received net commissions
of $11,464 for Class A shares and deferred sales charges of $34,057 for Class B
and Class C Shares.

15
<PAGE>

The Underwriting Agreement may be terminated at any time on not more than
60 days written notice, without payment of a penalty, by the Distributor, by
vote of a majority of the outstanding voting securities of the Fund, or by vote
of a majority of the Fund's Trustees who are not "interested persons" of the
Fund and who have no direct or indirect financial interest in the operation of
the Distribution Plans or in any related agreements. The Underwriting Agreement
will terminate automatically in the event of its assignment.

Dealer Concessions

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>
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. This sales commission will not be paid to
dealers for sales of the Class B or Class C Shares purchased by 401(k)
participants of the Merrill Lynch Daily K Plan due to a waiver of the CDSC for
these Plan participants' purchases. Your broker, dealer or investment adviser
may also charge you additional commissions or fees for their services in
selling shares to you provided they notify the Distributor of their intention
to do so.

Dealers and other entities who enter into special arrangements with the
Distributor may receive compensation for the sale and promotion of shares of
the Funds and/or for providing other shareholder services. Such fees are in
addition to the sales commissions referenced above and may be used based upon
the amount of sales of fund shares by a dealer; the provision of assistance in
marketing of fund shares; access to sales personnel and information
dissemination services; provision of recordkeeping and administrative services
to qualified employee benefit plans; and other criteria as established by the
Distributor. Depending on the nature of the services, these fees may be paid
either from the Funds through distribution fees, service fees or transfer agent
fees or in some cases, the Distributor may pay certain fees from its own
profits and resources. From its own profits and resources, the Distributor does
intend to: (a) sponsor sales contests, training and educational meetings and
provide additional compensation to qualifying dealers in the form of trips,
merchandise or expense reimbursements; (b) from time to time pay special
incentive and retention fees to qualified wholesalers, registered financial
institutions and third party marketers; (c) pay broker/dealers an amount equal
to 1% of the first $3 million of Class A Share purchases by an account held in
the name of a qualified employee benefit plan with at least 100 eligible
employees, 0.50% on the next $3 million, plus 0.25% on the amount in excess of
$6 million; and (d) excluding purchases as described in (c) above, pay
broker/dealers an amount equal to 1% of the amount of Class A Shares sold above
$1 million but under $3 million, 0.50% on the next $3 million, plus 0.25% on
the amount in excess of $6 million. If part or all of such investment,
including investments by qualified employee benefit plans, is subsequently
redeemed within one year of the investment date, the broker-dealer will refund
to the Distributor such amounts paid with respect to the investment. In
addition, the Distributor may pay the entire applicable sales charge on
purchases of Class A Shares to selected dealers and agents. From its own
resources, the Distributor intends to pay the following additional compensation
to Merrill Lynch, Pierce, Fenner & Smith, Incorporated; 0.25% on sales of Class
A and B Shares, 0.10% on sales of Class C Shares, 0.10% on Sales of Class A
Shares sold at net asset value, and 0.10% annually on the average daily net
asset value of fund shares on which Merrill Lynch is broker of record and which
such shares exceed the amount of assets on which Merrill Lynch is broker of
record as of July 1, 1999. Any dealer who receives more than 90% of a sales
charge may be deemed to be an "underwriter" under the Securities Act of 1933.
Equity Planning reserves the right to discontinue or alter such fee payment
plans at any time.

Administrative Services

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

<TABLE>
<S> <C>
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%
</TABLE>

16
<PAGE>

Percentage rates are applied to the aggregate daily net asset values of
the Fund. PFPC, Inc. also charges minimum fees and additional fees for each
additional class of fund shares. Equity Planning retains PFPC, Inc. as subagent
for each of the funds for which Equity Planning serves as administrative agent.
PFPC, Inc. agreed to a modified fee structure and waived certain charges.
Because PFPC, Inc.'s arrangement would have favored smaller funds over larger
funds, Equity Planning reallocates PFPC, Inc.'s overall asset-based charges
among all funds for which it serves as administrative agent on the basis of the
relative net assets of each fund. As a result, the PFPC, Inc. charges to the
Fund are expected to be slightly less than the amount that would be found
through direct application of the table illustrated above. For its services
during the Fund's fiscal year ended June 30, 1999, Equity Planning received
$182,694.

DISTRIBUTION PLANS

The Fund has adopted separate amended and restated distribution plans
under Rule 12b-1 of the 1940 Act for each class of shares of the Fund (the
"Class A Plan," the "Class B Plan," the "Class C Plan," and collectively the
"Plans"). The Plans permit the Fund 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 Fund and require the Fund to pay for the
furnishing of shareholder services.

Under the Class B and Class C Plans, the Fund may reimburse the
Distributor monthly for actual expense of the Distributor up to 0.75% of the
average daily net assets of the Fund's Class B and Class C Shares,
respectively. Expenditures under the Plans shall consist of: (i) commissions to
sales personnel for selling shares of the Fund (including underwriting fees and
financing expenses incurred in connection with the payment of commissions);
(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 Fund; (iv) payment
of expenses incurred in sales and promotional activities, including advertising
expenditures related to the Fund; (v) the costs of preparing and distributing
promotional materials; (vi) the cost of printing the Fund's Prospectus and
Statement of Additional Information for distribution to potential investors;
and (vii) such other similar services that the Trustees of the Fund determine
are reasonably calculated to result in the sale of shares of the Fund. In
addition, the Fund shall pay the Distributor 0.25% annually of the average
daily net assets of the Fund 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 re-allowed to such firms. To the extent that the
entire amount of the Service Fee is not paid to such firms, the balance will
serve as compensation for personal and account maintenance services furnished
by the Distributor.

In order to receive payments under the Plans, participants must meet such
qualifications to be established in the sole discretion of the Distributor,
such as services to the Fund's shareholders; or services providing the Fund
with more efficient methods of offering shares to coherent groups of clients,
members or prospects of a participant; or services permitting bulking of
purchases or sales, or transmission of such purchases or sales by computerized
tape or other electronic equipment; or other processing.

In addition to the amount paid to dealers pursuant to the sales charge
table in the section above, the Distributor may from time to time pay, from its
own resources or pursuant to the Plans, a bonus or other incentive to dealers
(other than the Distributor) which employ a registered representative who sells
a minimum dollar amount of the shares of the Fund during a specific period of
time. Such bonus or other incentive may take the form of payment for travel
expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and members of their families to places
within or without the United States or other bonuses such as gift certificates
or the cash equivalent of such bonuses. The Distributor may, from time to time,
re-allow the entire portion of the sales charge on Class A Shares which it
normally retains to individual selling dealers. However, such additional
re-allowance 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.

For the fiscal year ended June 30, 1999 the Fund paid Rule 12b-1 Fees in
the amount of $561,996 of which the Distributor received $221,036, W.S.
Griffith & Co., an affiliate, received $16,814 and unaffiliated broker-dealers
received $324,146. The Rule 12b-1 payments were used for (1) compensation to
dealers, $443,192, (2) compensation to sales personnel, $499,499, (3)
advertising, $183,093, (4) service costs, $49,138, (5) printing and mailing of
prospectuses to other than current shareholders, $20,308 and (6) other,
$141,156. The Distributor's expenses from selling and servicing Class B Shares
may be more than the payments received from contingent deferred sales charges
collected on redeemed shares and from the Fund under the Class B Plan. Those
expenses may be carried over and paid in future years. At June 30, 1999, the
end of the last Plan year, the Distributor had incurred unreimbursed expenses
under the Class B Plan of $513,806 (equal to 0.25% of the Fund's net assets)
which have been carried over into the present Class B Plan year.

On a quarterly basis, the Fund's Trustees review a report on expenditures
under the Plans and the purposes for which expenditures were made. The Trustees
conduct an additional, more extensive review annually in determining whether
the Plans

17
<PAGE>

will be continued. By their terms, continuation of the Plans from year to year
is contingent on annual approval by a majority of the Fund's Trustees and by a
majority of the Trustees who are not "interested persons" (as defined in the
1940 Act) and who have no direct or indirect financial interest in the
operation of the Plans or any related agreements (the "Plan Trustees"). The
Plans provide that they may not be amended to increase materially the costs
which the Fund may bear pursuant to the Plans without approval of the
shareholders of the Fund and that other material amendments to the Plans must
be approved by a majority of the Plan Trustees by vote cast in person at a
meeting called for the purpose of considering such amendments. The Plans
further provide that while they are in effect, the selection and nomination of
Trustees who are not "interested persons" shall be committed to the discretion
of the Trustees who are not "interested persons". The Plans may be terminated
at any time by vote of a majority of the Plan Trustees or a majority of the
outstanding shares of the Fund. The Trustees have concluded that there is a
reasonable likelihood that the Plans will benefit the Fund and all classes of
shareholders.

The National Association of Securities Dealers, Inc. (the "NASD") regards
certain distribution fees as asset-based sales charges subject to NASD sales
load limits. The NASD's maximum sales charge rule may require the Trustees to
suspend distribution fees or amend the Plans.

MANAGEMENT OF THE FUND

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

Trustees and Officers

The following table sets forth information concerning the Trustees and
executive officers of the Fund, including their principal occupations during
the past five years. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115. The
Trustees and executive officers are listed below:

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- --------------------- ------------- -----------------------
<S> <C> <C>
Robert Chesek (65) Trustee Trustee/Director (1981-present) and Chairman (1989-1994),
49 Old Post Road Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund and
Wethersfield, CT 06109 Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present). Vice President, Common Stock, Phoenix Home Life
Mutual Insurance Company (1980-1994).

E. Virgil Conway (70) Trustee Chairman, Metropolitan Transportation Authority (1992-
9 Rittenhouse Road present). Trustee/Director, Consolidated Edison Company of
Bronxville, NY 10708 New York, Inc. (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 Academy of Political Science (Vice
Chairman) (1985-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). Advisory Director, Fund Directions (1993-
1998). Chairman/Member, Audit Committee of the City of New
York (1981-1996). Advisory Director, Blackrock Fannie Mae
Mortgage Securities Fund (1989-1996). Member (1990-1995),
Chairman (1992-1995), Financial Accounting Standards
Advisory Council. Advisory Director, Blackrock Fannie Mae
Mortgage Securities Fund (1989-1996).
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- --------------------- ------------- -----------------------
<S> <C> <C>
Harry Dalzell-Payne (70) 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). Formerly a Major
General of the British Army.

*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
6585 Nicholas Blvd. Phoenix-Aberdeen Series Fund 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.

Leroy Keith, Jr. (60) Trustee Chairman and Chief Executive Officer, Carson Products
Chairman and Chief Company (1995-present). Director/Trustee, Phoenix Funds
Executive Officer (1980-present). Trustee, Phoenix-Aberdeen Series Fund and
Carson Product Company Phoenix Duff & Phelps Institutional Mutual Funds (1996-
64 Ross Road present). Director, Equifax Corp. (1991-present) and
Savannah, GA 30750 Evergreen International Fund, Inc. (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).

*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice
President Chairman (1995-1997) and Chief Executive Officer (1995-
present), Phoenix Investment Partners, Ltd. Director (1994-
present) and Executive Vice President, Investments (1988-
present), Phoenix Home Life Mutual Insurance Company.
Director/Trustee and President, Phoenix Funds (1989-present).
Trustee and President, Phoenix-Aberdeen Series Fund and
Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present). Director, Duff & Phelps Utilities Tax-Free Income Inc.
(1995-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1995-present). 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,
PHL Associates, Inc. (1995-present). Director and President,
Phoenix Securities Group, Inc. (1993-1995). Director (1992-
present) and President (1992-1994), W.S. Griffith & Co., Inc.
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- --------------------- ------------- -----------------------
<S> <C> <C>
Everett L. Morris (71) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen 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).

*James M. Oates (53) Trustee Chairman, IBEX Capital Markets, Inc. (formerly IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown
The Wydown Group Group (1994-present). Director, Phoenix Investment Partners,
IBEX Capital Markets Inc. Ltd. (1995-present). Director/Trustee, Phoenix Funds (1987-
60 State Street present). Trustee, Phoenix-Aberdeen Series Fund and Phoenix
Suite 950 Duff & Phelps Institutional Mutual Funds (1996-present).
Boston, MA 02109 Director, AIB Govett Funds. (1991-present), Blue 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), Command
Systems, Inc. (1998-present) and Connecticut River Bancorp
(1998-present). Vice Chairman, Massachusetts Housing
Partnership (1992-present). Member, Chief Executives
Organization (1996-present). Director (1984-1994), President
(1984-1994) and Chief Executive Officer (1986-1994),
Neworld Bank.

*Calvin J. Pedersen (57) Trustee Director (1986-present), President (1993-present) and
Phoenix Investment Executive Vice President (1992-1993), Phoenix Investment
Partners, Ltd. Partners, Ltd. Director/Trustee, Phoenix Funds (1995-present).
55 East Monroe Street Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Suite 3600 Phelps Institutional Mutual Funds (1996-present). President
Chicago, IL 60603 and Chief 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. (71) 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 Counsel, 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).

Richard E. Segerson (53) Trustee Managing Director, Northway Management Company (1998-
102 Valley Road present). Director/Trustee, Phoenix Funds (1993-present).
New Canaan, CT 07840 Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present). Managing
Director, Mullin Associates (1993-1998).
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- --------------------- ------------- -----------------------
<S> <C> <C>
Lowell P. Weicker, Jr. (68) 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), Burroughs Wellcome Fund (1996-present),
HPSC Inc. (1995-present), and Compuware (1996-present).
Visiting Professor, University of Virginia (1997-present).
Director, Duty Free International, Inc. (1997). Chairman,
Dresing, Lierman, Weicker (1995-1996). Governor of the State
of Connecticut (1991-1995).

Michael E. Haylon (41) Executive Director and Executive Vice President--Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Executive Vice
President 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, Phoenix Equity Planning
Corporation (1995-present). Senior Vice President, Securities
Investments, Phoenix Home Life Mutual Insurance Company (1993-1995).

John F. Sharry (47) Executive President, Retail Division (1999-present), Executive Vice
Vice President, Retail Division (1997-1999), Phoenix Investment
President Investment Partners, Ltd. Managing Director, Retail, Phoenix
Equity Planning Corporation (1995-present). Executive Vice
President, Phoenix Funds and Phoenix-Aberdeen Series Fund
(1998-present). Managing Director, Director and National
Sales Manager (December 1993-November 1995), Senior Vice
President, Director and National Sales Manager (December
1992-December 1993), Putnam Funds.

William R. Moyer (55) Vice Executive Vice President and Chief Financial Officer (1999-
100 Bright Meadow Blvd. President present), Senior Vice President and Chief Financial Officer
P.O. Box 2200 (1995-1999), Phoenix Investment Partners, Ltd. Director
Enfield, CT 06083-2200 (1998-present), Senior Vice President, Finance (1990-present),
Chief Financial Officer (1996-present), and Treasurer
(1994-1996 and 1998-present), Phoenix Equity Planning
Corporation. Director (1998-present), Senior Vice President
(1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc.
Senior Vice President and Chief Financial Officer, Duff &
Phelps Investment Management Co. (1996-present). Vice
President, Phoenix Funds (1990-present), Phoenix-Duff &
Phelps Institutional Mutual Funds (1996-present), Phoenix-
Aberdeen Series Fund (1996-present). Vice President,
Investment Products Finance, Phoenix Home Life Mutual
Insurance Company (1990-1995). Senior Vice President and
Chief Financial Officer, W. S. Griffith & Co., Inc. (1992-
1995) and Townsend Financial Advisers, Inc. (1993-1995).
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- --------------------- ------------- -----------------------
<S> <C> <C>
Leonard J. Saltiel (45) Vice Managing Director, Operations and Service, (1996-present),
President Senior Vice President (1994-1996), Phoenix Equity Planning
Corporation. Vice President, Phoenix Funds (1994-present),
Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present), Phoenix-Aberdeen Series Fund (1996-present).
Senior Vice President, Phoenix Investment Partners, Ltd.
(1999-present). 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).

Nancy G. Curtiss (46) 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), 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 (51) Secretary Vice President and General Manager, Phoenix Home Life
101 Munson Street Mutual Insurance Co. (1993-present). Vice President, Mutual
Greenfield, MA 01301 Fund Customer Service (1996-present), Vice President,
Transfer Agency Operations (1993-1996), Phoenix Equity
Planning Corporation. Secretary/Clerk, Phoenix Funds (1993-
present), Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present) and Phoenix-Aberdeen Series Fund (1996-present).
</TABLE>

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

*Indicates that the Trustee is an "interested person" of the Trust within the
meaning of the definition set forth in Section 2(a)(19) of the Investment
Company Act of 1940.

For services rendered to the Fund for the fiscal year ended June 30, 1999,
the Trustees received aggregate remuneration of $12,840. For service on the
Boards of Directors/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 $2,000 per joint Audit Committee meeting
attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and $1,000 per joint Nominating Committee
meeting attended. Each Trustee who serves on the Executive Committee and who is
not an interested person of the Fund receives a retainer at the annual rate of
$2,000 and $2,000 per joint Executive Committee meeting attended. The function
of the Executive Committee is to serve as a contract review, compliance review
and performance review delegate of the full Board of Trustees. Trustees costs
are allocated equally to each of the Series and Funds within the complex. The
foregoing fees do not include the reimbursement of expenses incurred in
connection with meetings attended. Officers and employees of the Adviser who
are "interested persons" are compensated for their services by the Adviser and
receive no compensation from the Fund.

22
<PAGE>

For the Fund's last fiscal year, 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 Directors
- ------------------------ -------------- --------------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Robert Chesek 1,160 64,000
E. Virgil Conway+ 1,460 80,750
Harry Dalzell-Payne+ 1,320 92,750
Francis E. Jeffries 1,100* 61,000
Leroy Keith, Jr. 1,160 None None 64,000
Philip R. McLoughlin+ 0 for any for any 0
Everett L. Morris+ 1,260 70,750
James M. Oates+ 1,260 Trustee Trustee 69,750
Calvin J. Pedersen 0 0
Herbert Roth, Jr.+ 1,520 82,750
Richard E. Segerson 1,300* 72,000
Lowell P. Weicker, Jr. 1,300 71,000
</TABLE>

- ---------

*This compensation (and the earnings thereon) will be deferred pursuant to the
Directors' Deferred Compensation Plan. At September 30, 1999, the total amount
of deferred compensation (including interest and other accumulation earned on
the original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
Segerson was $241,931.17, $153,651.87, $152,500.93 and $55,754.32,
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.

On October 7, 1999, the Trustees and officers of the Fund beneficially
owned less than 1% of the outstanding shares of the Fund.

Principal Shareholders

The following table sets forth information as of October 7, 1999 with
respect to each person who owns of record or is known by the Fund to own of
record or beneficially own 5% or more of any class of the Fund's equity
securities.

<TABLE>
<CAPTION>
Percent
Name of shareholder Class Number of shares of Class
- ------------------------------- --------- ------------------ ---------
<S> <C> <C> <C>
MLPF&S for the sole Class B 109,358.6300 8.41%
benefit of its customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484

Phoenix Equity Planning Corp. Class C 12,380.5660 9.55%
c/o Gene Charon, Controller
100 Bright Meadow Blvd.
Enfield, CT 06082-1957

State Street Bank & Trust Co. Class C 11,664.8670 9.00%
Cust For Bruce Geller
5 Plymouth Rd.
East Rockaway, NY 11518-1313

State Street Bank & Trust Co. Class C 9,408.4130 7.26%
FBO Carol J. Mantegna
1913 Billy Barton Cir.
Reisterstown, MD 21136-5702
</TABLE>

23
<PAGE>

OTHER INFORMATION

Capital Stock

The Declaration of Trust provides that the Trustees are authorized to
create an unlimited number of series and, with respect to each series, to issue
an unlimited number of full and fractional shares of beneficial interest of one
or more classes and to divide or combine the shares into a greater or lesser
number of shares without thereby changing the proportionate beneficial
interests in the series. All shares have equal voting rights, except that only
shares of the respective series or separate classes within a series are
entitled to vote on matters concerning only that series or class. At the date
of this Prospectus, there is only one existing series of the Fund, which has
three classes of shares.

The shares of the Fund, when issued, will be fully paid and
non-assessable, have no preference, preemptive, or similar rights, and will be
freely transferable. There will normally be no meetings of shareholders for the
purpose of electing Trustees unless and until such time as less than a majority
of the Trustees holding office have been elected by shareholders, at which time
the Trustees then in office will call a shareholders' meeting for the election
of Trustees. Shareholders may, in accordance with the Declaration of Trust, as
amended, cause a meeting of shareholders to be held for the purpose of voting
on the removal of Trustees. Meetings of the shareholders may be called upon
written request of shareholders holding in the aggregate not less than 10% of
the outstanding shares having voting rights. Except as set forth above and
subject to the 1940 Act, the Trustees will continue to hold office and appoint
successor Trustees. Shares do not have cumulative voting rights and the holders
of more than 50% of the shares of the Fund voting for the election of Trustees
can elect all of the Trustees of the Trust if they choose to do so and in such
event the holders of the remaining shares would not be able to elect any
Trustees. Shareholders are entitled to redeem their shares as described in the
prospectus and in this Statement of Additional Information.

The Declaration of Trust establishing the Fund (a copy of which, together
with all amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts), provides that the Fund's name refers to the
Trustees under the Declaration of Trust collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of the Fund shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim
of said Fund, but the "Trust Property" only shall be liable.

Independent Accountants

PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110, serves
as independent accountants for the Fund (the "Accountants"). The Accountants
audit the Fund's annual financial statements and express an opinion thereon.

Custodian and Transfer Agent

Brown Brothers Harriman & Co., having its principal place of business at
40 Water Street, Boston, Massachusetts 02109, serves as custodian of the Fund's
assets (the "Custodian"). Equity Planning, 100 Bright Meadow Boulevard, P.O.
Box 2200, Enfield, CT 06083-2200, acts as Transfer Agent for the Fund (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 Fund ends on June 30. The Fund will send financial
statements to its shareholders at least semi-annually. An annual report,
containing financial statements audited by the Fund's independent accountants,
will be sent to shareholders each year.

Financial Statements

The Financial Statements for the Fund's fiscal year ended June 30, 1999,
appearing in the Fund's 1999 Annual Report to Shareholders, are incorporated
herein by reference.

24
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund

INVESTMENTS AT JUNE 30, 1999
<TABLE>
<CAPTION>
SHARES VALUE
------------ -------------

<S> <C> <C>
COMMON STOCKS -- 30.5%

UNITED STATES -- 30.5%
3Com Corp. (Computers
(Networking))(b)........................ 25,000 $ 667,187
AT&T Corp. (Telecommunications (Long
Distance)).............................. 49,000 2,734,813

Aetna, Inc. (Health Care (Managed
Care)).................................. 7,000 626,062
American International Group, Inc.
(Insurance (Multi-Line))................ 16,000 1,873,000

Atlantic Richfield Co. (Oil (Domestic
Integrated))............................ 9,400 785,488
Bank of America Corp. (Banks (Money
Center))................................ 30,000 2,199,375
Bank One Corp. (Banks (Major
Regional)).............................. 20,000 1,191,250
BellSouth Corp. (Telephone)............. 14,000 656,250
CIGNA Corp. (Insurance (Multi-Line)).... 12,000 1,068,000
Caterpillar, Inc. (Machinery
(Diversified)).......................... 25,000 1,500,000
Chase Manhattan Corp. (The) (Banks
(Money Center))......................... 18,000 1,559,250

Chubb Corp. (The) (Insurance (Property-
Casualty)).............................. 15,000 1,042,500

Ciena Corp. (Communications
Equipment)(b)........................... 55,000 1,660,312
Citigroup, Inc. (Financial
(Diversified)).......................... 49,000 2,327,500
Claire's Stores, Inc. (Retail
(Specialty))............................ 50,000 1,281,250
Corning, Inc. (Manufacturing
(Diversified)).......................... 5,000 350,625
Delphi Automotive Systems Corp. (Auto
Parts & Equipment)...................... 100,000 1,856,250

Diebold, Inc. (Manufacturing
(Specialized)).......................... 40,000 1,150,000
Eastman Kodak Co.
(Photography/Imaging)................... 23,000 1,558,250

<CAPTION>
SHARES VALUE
------------ -------------
<S> <C> <C>
UNITED STATES--CONTINUED
Eaton Corp. (Manufacturing
(Diversified)).......................... 9,000 $ 828,000
First Data Corp. (Services (Data
Processing))............................ 25,000 1,223,438
GTE Corp. (Telephone)................... 13,000 984,750
General Electric Co. (Electrical
Equipment).............................. 14,000 1,582,000
Goodrich (B.F.) Co. (The)
(Aerospace/Defense)..................... 53,000 2,252,500
Hartford Financial Services Group, Inc.
(The) (Insurance (Multi-Line)).......... 20,000 1,166,250

Hershey Foods Corp. (Foods)............. 30,000 1,781,250
Honeywell, Inc. (Electrical
Equipment).............................. 27,000 3,128,625
Illinois Tool Works, Inc. (Manufacturing
(Diversified)).......................... 9,000 738,000

Intel Corp. (Electronics
(Semiconductors))....................... 30,000 1,785,000
International Paper Co. (Paper & Forest
Products)............................... 11,000 555,500

Mattel, Inc. (Leisure Time
(Products))............................. 49,000 1,295,437
MediaOne Group, Inc. (Broadcasting
(Television, Radio & Cable))(b)......... 15,000 1,115,625

Mellon Bank Corp. (Banks (Major
Regional)).............................. 16,400 596,550
Microsoft Corp. (Computers (Software &
Services))(b)........................... 6,000 541,125

Minnesota Mining & Manufacturing Co.
(Manufacturing (Diversified))........... 13,000 1,130,188

Monsanto Co. (Chemicals
(Diversified)).......................... 35,000 1,380,312
Morgan (J.P.) & Co., Inc. (Banks (Money
Center))................................ 14,000 1,967,000
</TABLE>

6 See Notes to Financial Statements
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund
<TABLE>
<CAPTION>
SHARES VALUE
------------ -------------
<S> <C> <C>
UNITED STATES--CONTINUED
Mylan Laboratories, Inc. (Health Care
(Generic and Other)).................... 50,000 $ 1,325,000
PepsiCo, Inc. (Beverages
(Non-Alcoholic))........................ 10,000 386,875
Praxair, Inc. (Chemicals)............... 12,000 587,250
Procter & Gamble Co. (The) (Household
Products (Non-Durable))................. 10,000 892,500

Royal Caribbean Cruises Ltd.
(Shipping).............................. 32,000 1,400,000
SBC Communications, Inc. (Telephone).... 22,000 1,276,000
SLM Holding Corp. (Financial
(Diversified)).......................... 50,000 2,290,625
UST, Inc. (Tobacco)..................... 20,000 585,000
Waste Management, Inc. (Waste
Management)............................. 40,000 2,150,000
Wells Fargo Co. (Banks (Major
Regional)).............................. 40,000 1,710,000
- - ---------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $57,674,360) 62,742,162
- - ---------------------------------------------------------------------------------
FOREIGN COMMON STOCKS -- 59.1%

ARGENTINA -- 0.2%
Perez Companc SA Sponsored ADR (Oil &
Gas (Exploration & Production))......... 22,000 255,233

Telecom Argentina SA Sponsored ADR
(Telecommunications (Long Distance)).... 6,400 171,200
-------------
426,433
-------------

AUSTRALIA -- 1.0%
Australian Gas Light Co., Ltd. (Natural
Gas).................................... 150,000 912,461
QBE Insurance Group Ltd. (Insurance
(Property-Casualty)).................... 293,000 1,115,175
-------------
2,027,636
-------------

BRAZIL -- 1.4%
Embratel Participacoes SA ADR
(Telephone)............................. 25,000 346,875
Tele Centro Sul Participacoes SA ADR
(Telephone)............................. 6,500 360,750

Tele Norte Leste Participacoes SA ADR
(Telephone)............................. 34,000 631,125

Tele Sudeste Celular Participacoes SA
ADR (Telecommunications
(Cellular/Wireless)).................... 17,000 493,000

Telesp Celular Participacoes SA ADR
(Telecommunications
(Cellular/Wireless)).................... 20,000 535,000

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

Telesp Participacoes SA ADR
(Telephone)............................. 21,000 $ 480,375
-------------
2,847,125
-------------

CANADA -- 0.4%
Newbridge Networks Corp. (Canada)
(Communications Equipment)(b)........... 29,000 833,750

DENMARK -- 0.9%
Danisco A/S (Foods)..................... 13,800 623,629
Tele Danmark A/S (Telephone)............ 25,202 1,240,515
-------------
1,864,144
-------------

FINLAND -- 1.3%
Nokia Oyj Class A (Communications
Equipment).............................. 19,430 1,703,191
Stora Enso Oyj (Paper & Forest
Products)............................... 48,295 517,973
UPM-Kymmene Oyj (Paper & Forest
Products)............................... 15,980 458,135
-------------
2,679,299
-------------

FRANCE -- 7.8%
Air Liquide (Chemicals (Specialty))..... 3,630 570,884
Alcatel SA ADR (Communications
Equipment).............................. 55,000 1,560,625
Alstom (Engineering & Construction)..... 49,085 1,543,904
Axa (Insurance (Multi-Line))............ 6,632 809,097
Canal Plus (Broadcasting (Television,
Radio & Cable))......................... 1,000 280,608

Carrefour SA (Retail (Food Chains))..... 5,112 751,238
Castorama Dubois (Retail (Building
Supplies)).............................. 3,411 809,061
Coflexip SA (Metal Fabricators)......... 8,255 708,717
Compagnie de Saint Gobain (Manufacturing
(Diversified)).......................... 1,800 286,796

Dexia France (Banks (Major Regional))... 3,379 452,308
Elf Aquitaine SA (Oil (International
Integrated))............................ 6,812 999,657
Groupe Danone (Foods)................... 1,988 512,540
Lafarge SA (Construction (Cement &
Aggregates))............................ 9,101 865,350

Pechiney SA Class A (Containers &
Packaging (Paper))...................... 20,548 883,220

Renault SA (Automobiles)................ 19,966 868,911
Rhodia SA (Chemicals (Specialty))....... 33,737 640,171
Schneider SA (Electrical Equipment)..... 5,000 280,763
Societe Generale Class A (Banks (Major
Regional)).............................. 5,069 893,379
</TABLE>

See Notes to Financial Statements 7
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund
<TABLE>
<CAPTION>
SHARES VALUE
------------ -------------
<S> <C> <C>
FRANCE--CONTINUED
Total Fina SA Class B (Oil & Gas
(Refining & Marketing))................. 6,958 $ 897,663

Valeo SA (Auto Parts & Equipment)....... 8,900 734,263
Vivendi (Manufacturing (Diversified))... 9,500 769,558
-------------
16,118,713
-------------

GERMANY -- 5.2%
Allianz AG Vinkulierte Registered Shares
(Insurance (Multi-Line))................ 3,000 832,233

BASF AG (Chemicals (Diversified))....... 14,973 661,654
Bayer AG (Chemicals (Diversified))...... 14,300 595,784
Bayerische Motoren Werke AG
(Automobiles)........................... 1,181 812,358
Bayerische Vereinsbank AG (Banks (Major
Regional)).............................. 11,975 778,014
Bewag AG (Electric Companies)........... 19,591 302,043
DaimlerChrysler AG (Automobiles)........ 12,658 1,096,518
Deutsche Bank AG (Banks (Major
Regional)).............................. 11,300 689,294
Deutsche Lufthansa AG (Airlines)........ 44,273 802,656
Mannesmann AG (Manufacturing
(Diversified)).......................... 7,032 1,049,347
Metro AG (Retail (Specialty))........... 11,997 744,802
Muenchener Rueckversicherungs New Shares
(Insurance (Multi-Line))(b)............. 2,637 481,343

Muenchener
Rueckversicherungs-Gesellschaft AG
(Insurance (Multi-Line))................ 2,637 488,142

RWE AG (Manufacturing (Diversified)).... 12,162 563,023
SAP AG Sponsored ADR (Germany)
(Computers (Software & Services))....... 23,000 796,375
-------------
10,693,586
-------------

GREECE -- 0.4%
Alpha Credit Bank (Banks (Major
Regional)).............................. 5,886 379,428
Hellenic Telecommunications Organization
SA (Telephone).......................... 18,700 400,829
-------------
780,257
-------------

HONG KONG -- 1.2%
Hongkong Electric Holdings Ltd.
(Electric Companies).................... 350,000 1,127,779

Swire Pacific Ltd. Class B
(Manufacturing (Diversified))........... 1,760,000 1,315,700
-------------
2,443,479
-------------

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

HUNGARY -- 0.4%
Magyar Tavkozlesi Rt Sponsored ADR
(Telecommunications (Long Distance)).... 17,900 $ 492,250

Mol Magyar Olaj-Es Gazipari Rt. (Oil
(Domestic Integrated)).................. 16,500 397,710
-------------
889,960
-------------

INDIA -- 0.5%
Mahanagar Telephone Nigam Ltd. GDR
(Telecommunications (Long Distance)).... 107,000 1,086,050

INDONESIA -- 0.3%
PT Indosat (Telecommunications (Long
Distance)).............................. 135,000 258,832
PT Indosat ADR (Telecommunications (Long
Distance)).............................. 22,000 429,000
-------------
687,832
-------------

ISRAEL -- 0.4%
Bank Hapoalim Ltd. (Banks (Major
Regional)).............................. 121,000 310,427
Koor Industries Ltd. (Manufacturing
(Diversified)).......................... 4,748 547,451
-------------
857,878
-------------

ITALY -- 1.5%
Assicurazioni Generali (Insurance
(Life/Health)).......................... 15,000 519,759
Banca Intesa SPA (Banks (Major
Regional)).............................. 307,458 688,045
San Paolo-IMI SPA (Banks (Major
Regional)).............................. 43,969 598,538
Telecom Italia Mobile SPA
(Telecommunications
(Cellular/Wireless)).................... 98,673 589,181

Telecom Italia SPA (Telephone).......... 66,958 696,041
-------------
3,091,564
-------------

JAPAN -- 5.6%
77 Bank Ltd. (The) (Banks (Major
Regional)).............................. 55,000 481,674
Canon, Inc. (Office Equipment &
Supplies)............................... 15,000 431,276
Dai Nippon Printing Co., Ltd. (Specialty
Printing)............................... 35,000 559,544
Fuji Photo Film Co.
(Photography/Imaging)................... 13,000 491,919
Hitachi Credit Corp. (Consumer
Finance)................................ 30,000 593,624
Ito-Yokado Co., Ltd. (Retail (Food
Chains))................................ 10,000 669,222
Kao Corp. (Household Products
(Non-Durable)).......................... 20,000 561,816
Kawasumi Laboratories, Inc. (Health Care
(Medical Products & Supplies)).......... 30,000 448,626

Kirin Beverage Corp. (Beverages
(Alcoholic))............................ 32,000 573,713
Mabuchi Motor Co., Ltd. (Electrical
Equipment).............................. 8,000 743,579
Nippon COMSYS Corp. (Engineering &
Construction)........................... 35,000 568,219
</TABLE>

8 See Notes to Financial Statements
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund
<TABLE>
<CAPTION>
SHARES VALUE
------------ -------------
<S> <C> <C>
JAPAN--CONTINUED
Nippon Telegraph & Telephone Corp.
(Telephone)............................. 50 $ 582,471
Rinnai Corp. (Household Furnishings &
Appliances)............................. 35,000 803,892

Rohm Co., Ltd (Electronics
(Semiconductors))....................... 5,000 782,824
Sanwa Bank Ltd. (The) (Banks (Major
Regional)).............................. 68,000 669,122
Secom Co., Ltd. (Services (Commercial &
Consumer)).............................. 6,000 624,607

Shin-Etsu Chemical Co., Ltd. (Chemicals
(Specialty))............................ 18,000 602,299

Suzuki Motor Corp. (Automobiles)........ 40,000 636,174
Takeda Chemical Industries (Health Care
(Drugs-Major Pharmaceuticals)).......... 14,000 648,897
-------------
11,473,498
-------------

MALAYSIA -- 0.2%
Carlsberg Brewery Malaysia Berhad
(Beverages (Alcoholic))(c).............. 100,000 255,924

Malaysian Oxygen Berhad (Chemicals
(Specialty))(c)......................... 61,000 130,095
-------------
386,019
-------------
MEXICO -- 1.2%
Cemex SA de CV Class B Sponsored ADR
(Construction (Cement & Aggregates)).... 55,000 543,730

Coca-Cola Femsa SA Sponsored ADR
(Beverages (Non-Alcoholic))(b).......... 43,000 833,125

Grupo Televisa SA Sponsored GDR
(Broadcasting (Television, Radio &
Cable))(b).............................. 14,500 649,781

Telefonos de Mexico SA Sponsored ADR
Class L (Telecommunications (Long
Distance)).............................. 5,000 404,063
-------------
2,430,699
-------------

NETHERLANDS -- 3.9%
ASM Lithography Holding NV (Equipment
(Semiconductor))(b)..................... 10,473 605,906
Benckiser NV B (Household Products (Non-
Durable))............................... 18,447 984,482

Elsevier NV (Publishing)................ 33,311 386,466
Equant NV (Services (Data
Processing))(b)......................... 8,618 794,540

<CAPTION>
SHARES VALUE
------------ -------------
<S> <C> <C>
NETHERLANDS--CONTINUED
Fortis (NL) NV (Financial
(Diversified)).......................... 22,750 $ 702,667
Getronics NV (Services (Data
Processing))............................ 13,824 531,758
IHC Caland NV (Oil & Gas (Drilling &
Equipment))............................. 10,480 410,692

ING Groep NV (Banks (Money Center))..... 15,000 812,124
KPN NV (Telephone)...................... 9,386 440,416
Koninklijke (Royal) Philips Electronics
NV (Electronics (Component
Distributors)).......................... 4,100 404,427

Royal Dutch Petroleum Co. (Oil (Domestic
Integrated))............................ 23,734 1,390,243

VNU NV (Publishing)..................... 12,949 517,463
-------------
7,981,184
-------------

NEW ZEALAND -- 0.2%
Telecom Corporation of New Zealand Ltd.
(Telephone)............................. 75,000 321,926

PHILIPPINES -- 0.5%
Ayala Land, Inc. (Financial
(Diversified)).......................... 1,000,000 315,384
Philippine Long Distance Telephone Co.
Sponsored ADR (Telecommunications (Long
Distance)).............................. 22,000 662,750
-------------
978,134
-------------

POLAND -- 0.3%
Elektrim Spolka Akcyjna SA (Distributors
(Food & Health))........................ 39,800 563,012

SINGAPORE -- 1.2%
United Overseas Bank Ltd. (Banks (Major
Regional)).............................. 360,000 2,516,344

SOUTH AFRICA -- 0.7%
Anglo American PLC (Metals Mining)(b)... 8,360 390,685
BOE Ltd. (Financial (Diversified))...... 178,930 177,912
Liberty International PLC (Financial
(Diversified)).......................... 15,280 106,858
Liberty Life Association of Africa
(Insurance (Life/ Health)).............. 32,530 416,711

Metro Cash and Carry Ltd. (Retail
(Specialty))............................ 535,000 443,298
-------------
1,535,464
-------------

SOUTH KOREA -- 0.6%
Kookmin Bank (Banks (Major Regional))... 18,000 365,454
</TABLE>

See Notes to Financial Statements 9
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund
<TABLE>
<CAPTION>
SHARES VALUE
------------ -------------
<S> <C> <C>
SOUTH KOREA--CONTINUED
Pohang Iron & Steel Co. Ltd. (Iron &
Steel).................................. 8,000 $ 961,102
-------------
1,326,556
-------------
SPAIN -- 2.0%
Argentaria, Caja Postal y Banco
Hipotecario de Espana SA (Banks (Major
Regional)).............................. 23,626 538,217

Banco Popular Espanol SA (Banks (Major
Regional)).............................. 13,593 977,757

Banco Santander Central Hispano SA
(Banks (Major Regional))................ 68,236 710,733
Iberdrola SA (Electric Companies)....... 30,099 458,463
Repsol SA (Oil & Gas (Refining &
Marketing))............................. 30,000 612,573
Telefonica SA (Telephone)(b)............ 16,606 799,920
-------------
4,097,663
-------------

SWEDEN -- 3.8%
AstraZeneca Group PLC (Health Care
(Drugs-Major Pharmaceuticals)).......... 28,355 1,103,951

Electrolux AB (Household Furnishings &
Appliances)............................. 42,288 885,379

Mandamus AB (Real Estate Development)... 1,083 5,732
SSAB Svenskt Stal AB Series A (Iron &
Steel).................................. 24,500 306,908
Sandvik AB Class B (Machinery
(Diversified)).......................... 13,600 300,738
Skandia Forsakrings AB (Insurance
(Life/Health)).......................... 75,732 1,416,344
Skandinaviska Enskilda Banken Class A
(Banks (Major Regional))................ 73,358 854,230

Telefonaktiebolaget LM Ericsson Class B
(Communications Equipment).............. 38,345 1,229,044

Telefonaktiebolaget LM Ericsson
Sponsored ADR (Communications
Equipment).............................. 55,000 1,811,563
-------------
7,913,889
-------------

SWITZERLAND -- 3.4%
Credit Suisse Group (Banks (Major
Regional)).............................. 3,900 674,840
Nestle SA (Foods)....................... 689 1,241,414
Novartis AG Registered Shares (Health
Care (Drugs-Major Pharmaceuticals))..... 1,124 1,641,256

Roche Holding AG (Health Care
(Drugs-Major Pharmaceuticals)).......... 129 1,326,022

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

UBS AG (Banks (Major Regional))......... 4,784 $ 1,427,885
Zurich Allied AG (Financial
(Diversified)).......................... 1,082 615,267
-------------
6,926,684
-------------

TAIWAN -- 0.2%
Standard Foods Taiwan Ltd. GDR
(Foods)(b).............................. 39,913 313,317

TURKEY -- 0.3%
Yapi ve Kredi Bankasi AS (Banks (Major
Regional)).............................. 20,600,000 297,768

Yapi ve Kredi Bankasi AS (Banks (Major
Regional))(d)........................... 17,600,000 233,551
-------------
531,319
-------------

UNITED KINGDOM -- 12.1%
3i Group PLC (Investment
Banking/Brokerage)...................... 57,501 653,956
BG PLC (Natural Gas).................... 70,472 430,452
BOC Group PLC (Chemicals (Specialty))... 16,347 319,519
Bank of Scotland (Banks (Major
Regional)).............................. 50,239 665,207
Barclays PLC (Banks (Major Regional))... 27,546 801,543
Bass PLC (Beverages (Alcoholic))........ 21,410 310,654
Berkeley Group PLC (The)
(Homebuilding).......................... 35,000 419,846
British Aerospace PLC
(Aerospace/Defense)..................... 72,113 468,041
British American Tobacco PLC
(Tobacco)............................... 30,993 291,414
British Petroleum Co. PLC (Oil (Domestic
Integrated))............................ 98,083 1,757,887

British Telecommunications PLC
(Telephone)............................. 71,277 1,194,317
Cable & Wireless PLC (Telephone)........ 40,554 516,833
Compass Group PLC (Services (Commercial
& Consumer))............................ 42,604 422,414

Debenhams PLC (Retail (Department
Stores))................................ 34,336 230,566
FirstGroup PLC (Services (Commercial &
Consumer)).............................. 57,000 311,326

GKN PLC (Auto Parts & Equipment)........ 25,243 430,930
Glaxo Wellcome PLC (Health Care
(Drugs-Major Pharmaceuticals)).......... 42,927 1,192,943

Granada Group PLC (Broadcasting
(Television, Radio & Cable))............ 17,208 319,259

HSBC Holdings PLC (Financial
(Diversified)).......................... 25,229 893,593
Hilton Group PLC (Gaming, Lottery &
Pari-mutuel Companies).................. 77,832 308,555
</TABLE>

10 See Notes to Financial Statements
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund
<TABLE>
<CAPTION>
SHARES VALUE
------------ -------------
<S> <C> <C>
UNITED KINGDOM--CONTINUED
Kingfisher PLC (Retail (Specialty))..... 49,231 $ 566,498
Legal & General Group PLC (Insurance
(Multi-Line))........................... 218,538 556,335
Lloyds TSB Group PLC (Financial
(Diversified)).......................... 85,500 1,159,048
Logica PLC (Services (Data
Processing))............................ 36,500 382,606
National Westminster Bank PLC (Banks
(Major Regional))....................... 39,912 846,180

Norwich Union PLC (Insurance
(Life/Health)).......................... 60,342 409,239
PowerGen PLC (Electric Companies)....... 34,120 367,876
RMC Group PLC (Construction (Cement &
Aggregates))............................ 27,183 436,625
Reuters Holdings Group PLC
(Publishing)............................ 49,434 650,263
Rio Tinto PLC (Metals Mining)........... 25,481 427,160
Royal & Sun Alliance Insurance Group PLC
(Insurance (Multi-Line))................ 62,000 556,084
Schroders PLC (Investment
Banking/Brokerage)...................... 16,476 336,584
Serco Group PLC (Services (Commercial &
Consumer)).............................. 9,253 208,572

Shell Transport & Trading Co. PLC (Oil
(Domestic Integrated)).................. 97,741 732,980

Invensys Siebe PLC (Machinery
(Diversified)).......................... 93,675 443,347
SmithKline Beecham PLC (Health Care
(Drugs-Major Pharmaceuticals)).......... 64,136 833,546

Tesco PLC (Retail (Food Chains))........ 202,070 519,986
Thames Water PLC (Water Utilities)...... 22,007 348,976
Unilever PLC (Foods).................... 37,757 335,968
Vodafone Group PLC (Telecommunications
(Cellular/Wireless)).................... 75,203 1,481,774

Woolwich PLC (Consumer Finance)......... 50,194 293,735
AstraZeneca Group PLC (Health Care
(Drugs-Major Pharmaceuticals)).......... 29,358 1,135,633
-------------
24,968,270
-------------
- - ---------------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $108,893,050) 121,591,684
- - ---------------------------------------------------------------------------------

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

WARRANTS -- 0.0%

GERMANY -- 0.0%
Muenchener
Rueckversicherungs-Gesellschaft AG
Warrants (Insurance (Multi-Line))(b).... 94 $ 2,811
- - ---------------------------------------------------------------------------------
TOTAL WARRANTS
(IDENTIFIED COST $0) 2,811
- - ---------------------------------------------------------------------------------

UNIT INVESTMENT TRUSTS -- 3.0%
Diamonds Trust, Series I................ 20,000 2,187,500
NASDAQ - 100 Shares..................... 5,000 575,312
S&P 400 Mid-Cap Depository Receipts..... 22,000 1,724,250
S&P 500 Depository Receipts............. 13,000 1,780,391
- - ---------------------------------------------------------------------------------
TOTAL UNIT INVESTMENT TRUSTS
(IDENTIFIED COST $6,194,336) 6,267,453
- - ---------------------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS --92.6%
(IDENTIFIED COST $172,761,746) 190,604,110
- - ---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(unaudited) (000)
--------- ---------

<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS -- 6.9%

COMMERCIAL PAPER -- 6.9%
Corporate Asset Funding Co., Inc.
5.55%, 7/1/99....................... A-1+ $ 1,835 1,835,000

Corporate Asset Funding Co., Inc.
5.87%, 7/1/99....................... A-1+ 1,600 1,600,000

Exxon Imperial Funding U.S., Inc.
5.20%, 7/1/99....................... A-1+ 4,675 4,675,000

Koch Industries, Inc. 5.80%,
7/1/99.............................. A-1+ 1,500 1,500,000
</TABLE>

See Notes to Financial Statements 11
<PAGE>
Phoenix-Aberdeen Worldwide Opportunities Fund

<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(unaudited) (000) VALUE
--------- --------- --------------
<S> <C> <C> <C>
COMMERCIAL PAPER--CONTINUED
Ford Motor Credit Co. 5.41%,
7/2/99.............................. A-1 $ 4,640 $ 4,639,303
- - ----------------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $14,249,303) 14,249,303
- - ----------------------------------------------------------------------------

TOTAL INVESTMENTS --99.5%
(IDENTIFIED COST $187,011,049) 204,853,413(a)
Cash and receivables, less liabilities--0.5% 954,919
--------------
NET ASSETS--100.0% $ 205,808,332
--------------
--------------
</TABLE>

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $22,594,021 and gross
depreciation of $5,333,246 for federal income tax purposes. At June 30,
1999, the aggregate cost of securities for federal income tax purposes was
$187,592,638.
(b) Non-income producing.
(c) Security valued at fair value as determined in good faith by or under the
direction of the Trustees.
(d) Non-tradable bonus shares.

12
See Notes to Financial Statements
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund

INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)

<TABLE>
<S> <C>
Aerospace/Defense....................... 1.5
Airlines................................ 0.4
Auto Parts & Equipment.................. 1.6
Automobiles............................. 1.9
Banks (Major Regional).................. 11.0
Banks (Money Center).................... 3.5
Beverages (Alcoholic)................... 0.6
Beverages (Non-Alcoholic)............... 0.7
Broadcasting (Television, Radio &
Cable).................................. 1.3
Chemicals............................... 0.3
Chemicals (Diversified)................. 1.4
Chemicals (Specialty)................... 1.2
Communications Equipment................ 4.9
Computers (Networking).................. 0.4
Computers (Software & Services)......... 0.7
Construction (Cement & Aggregates)...... 1.0
Consumer Finance........................ 0.5
Containers & Packaging (Paper).......... 0.5
Distributors (Food & Health)............ 0.3
Electric Companies...................... 1.2
Electrical Equipment.................... 3.1
Electronics (Component Distributors).... 0.2
Electronics (Semiconductors)............ 1.4
Engineering & Construction.............. 1.2
Equipment (Semiconductor)............... 0.3
Financial (Diversified)................. 4.7
Foods................................... 2.6
Gaming, Lottery & Pari-Mutuel
Companies............................... 0.2
Health Care (Drugs-Major
Pharmaceuticals)........................ 4.3
Health Care (Generic And Other)......... 0.7
Health Care (Managed Care).............. 0.3
Health Care (Medical Products &
Supplies)............................... 0.2
Homebuilding............................ 0.2
Household Furnishings & Appliances...... 0.9
Household Products (Non-Durable)........ 1.3
Insurance (Life/Health)................. 1.5
Insurance (Multi-Line).................. 4.2
Insurance (Property-Casualty)........... 1.2
Investment Banking/Brokerage............ 0.5
Iron & Steel............................ 0.7
Leisure Time (Products)................. 0.7
Machinery (Diversified)................. 1.2
Manufacturing (Diversified)............. 4.1
Manufacturing (Specialized)............. 0.6
Metal Fabricators....................... 0.4
Metals Mining........................... 0.4
Natural Gas............................. 0.7
Office Equipment & Supplies............. 0.2
Oil & Gas (Drilling & Equipment)........ 0.2
Oil & Gas (Exploration & Production).... 0.1
Oil & Gas (Refining & Marketing)........ 0.8
Oil (Domestic Integrated)............... 2.8
Oil (International Integrated).......... 0.5
Paper & Forest Products................. 0.8
Photography/Imaging..................... 1.1
Publishing.............................. 0.8
Real Estate Development................. 0.0
Retail (Building Supplies).............. 0.4
Retail (Department Stores).............. 0.1
Retail (Food Chains).................... 1.1
Retail (Specialty)...................... 1.7
Services (Commercial & Consumer)........ 0.9
Services (Data Processing).............. 1.7
Shipping................................ 0.8
Specialty Printing...................... 0.3

Telecommunications
(Cellular/Wireless)..................... 1.7
Telecommunications (Long Distance)...... 3.5
Telephone............................... 5.9
Tobacco................................. 0.5
Waste Management........................ 1.2
Water Utilities......................... 0.2
------
100.0%
------
------
</TABLE>

See Notes to Financial Statements 13
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $187,011,049) $204,853,413
Cash 9,758
Receivables
Investment securities sold 10,093,076
Fund shares sold 999,653
Dividends 270,727
Tax reclaim 118,266
Prepaid expenses 4,045
------------
Total assets 216,348,938
------------
LIABILITIES
Payables
Foreign currency at value (Identified cost $583) 588
Investment securities purchased 9,949,287
Fund shares repurchased 217,881
Investment advisory fee 124,087
Transfer agent fee 85,238
Distribution fee 49,390
Financial agent fee 16,457
Trustees' fee 4,944
Accrued expenses 92,734
------------
Total liabilities 10,540,606
------------
NET ASSETS $205,808,332
============

NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest 163,478,220
Distributions in excess of net investment income (223,516)
Accumulated net realized gain 24,717,758
Net unrealized appreciation 17,835,870
------------
NET ASSETS $205,808,332
============
CLASS A
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $192,618,858) 17,622,211
Net asset value per share $10.93
Offering price per share $10.93/(1-4.75%) $11.48
CLASS B
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $12,351,382) 1,183,048
Net asset value and offering price per share $10.44
CLASS C
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization (Net Assets $838,092) 80,403
Net asset value and offering price per share $10.42
</TABLE>

STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1999

<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends $ 2,625,083
Interest 464,408
Foreign taxes withheld (160,672)
------------
Total investment income 2,928,819
------------
EXPENSES
Investment advisory fee 1,435,159
Distribution fee, Class A 450,501
Distribution fee, Class B 109,645
Distribution fee, Class C 1,850
Financial agent fee 182,694
Transfer agent 335,686
Custodian 165,396
Professional 85,273
Printing 38,249
Registration 35,773
Trustees 14,921
Miscellaneous 12,631
------------
Total expenses 2,867,778
------------
NET INVESTMENT INCOME 61,041
------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities 50,114,718
Net realized gain on foreign currency transactions 30,812
Net change in unrealized appreciation (depreciation) on
investments (33,666,438)
Net change in unrealized appreciation (depreciation) on
foreign currency and foreign currency transactions (4,248)
------------
NET GAIN ON INVESTMENTS 16,474,844
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 16,535,885
============
</TABLE>

14 See Notes to Financial Statements
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year Ended Year Ended
6/30/99 6/30/98
------------- ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 61,041 $ 281,863
Net realized gain (loss) 50,145,530 15,873,450
Net change in unrealized appreciation
(depreciation) (33,670,686) 31,295,703
------------- ------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS 16,535,885 47,451,016
------------- ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A -- (1,559,972)
Net investment income, Class B -- (82,470)
Net realized gains, Class A (34,904,402) (16,213,603)
Net realized gains, Class B (2,069,960) (923,384)
Net realized gains, Class C (20,465) --
In excess of net investment income,
Class A -- (334,226)
In excess of net investment income,
Class B -- (17,669)
------------- ------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS (36,994,827) (19,131,324)
------------- ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares
(12,453,031 and 1,700,588 shares,
respectively) 136,514,002 19,328,353
Net asset value of shares issued from
reinvestment of distributions
(3,086,328 and 1,716,156 shares,
respectively) 31,171,910 16,423,613
Cost of shares repurchased (12,685,436
and 2,883,240 shares, respectively) (139,064,651) (32,460,031)
------------- ------------
Total 28,621,261 3,291,935
------------- ------------
CLASS B
Proceeds from sales of shares (986,822
and 234,656 shares, respectively) 10,356,022 2,624,751
Net asset value of shares issued from
reinvestment of distributions
(177,841 and 100,820 shares,
respectively) 1,723,276 939,638
Cost of shares repurchased (883,524
and 232,300 shares, respectively) (9,320,274) (2,549,881)
------------- ------------
Total 2,759,024 1,014,508
------------- ------------
CLASS C
Proceeds from sales of shares (83,139
and 0 shares, respectively) 877,235 --
Net asset value of shares issued from
reinvestment of distributions (2,112
and 0 shares, respectively) 20,465 --
Cost of shares repurchased (4,848 and
0 shares, respectively) (54,062) --
------------- ------------
Total 843,638 --
------------- ------------
NET INCREASE (DECREASE) IN NET ASSETS
FROM SHARE TRANSACTIONS 32,223,923 4,306,443
------------- ------------
NET INCREASE (DECREASE) IN NET ASSETS 11,764,981 32,626,135
------------- ------------
NET ASSETS
Beginning of period 194,043,351 161,417,216
------------- ------------
END OF PERIOD [INCLUDING DISTRIBUTIONS
IN EXCESS OF NET INVESTMENT INCOME
OF ($223,516) AND ($420,414),
RESPECTIVELY] $ 205,808,332 $194,043,351
============= ============
</TABLE>

See Notes to Financial Statements 15
<PAGE>

Phoenix-Aberdeen Worldwide Opportunities Fund

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

<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------------------
YEAR ENDED JUNE 30,
-----------------------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.40 $10.75 $10.29 $9.04 $10.17
INCOME FROM INVESTMENT OPERATIONS(5)
Net investment income (loss) 0.01(1) 0.02 0.03(1) (0.02)(1) 0.01(1)
Net realized and unrealized gain 0.90 2.97 1.25 1.87 0.56
-------- -------- -------- -------- --------
TOTAL FROM INVESTMENT
OPERATIONS 0.91 2.99 1.28 1.85 0.57
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Dividends from net investment
income -- (0.13) (0.04) -- --
Dividends from net realized gains (2.38) (1.20) (0.78) (0.60) (1.37)
In excess of net investment income -- (0.01) -- -- --
In excess of net realized gains -- -- -- -- (0.33)
-------- -------- -------- -------- --------
TOTAL DISTRIBUTIONS (2.38) (1.34) (0.82) (0.60) (1.70)
-------- -------- -------- -------- --------
Change in net asset value (1.47) 1.65 0.46 1.25 (1.13)
-------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $10.93 $12.40 $10.75 $10.29 $9.04
======== ======== ======== ======== ========
Total return(2) 8.90% 31.45% 13.40% 21.39% 6.53%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(thousands) $192,619 $183,188 $153,005 $146,052 $126,481
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.45% 1.42% 1.53% 1.60% 1.80%
Net investment income (loss) 0.07% 0.21% 0.34% (0.19%) 0.16%
Portfolio turnover 166% 156% 234% 245% 277%
</TABLE>

<TABLE>
<CAPTION>
CLASS B CLASS C
------------------------------------------------------- -----------------------
FROM FROM
INCEPTION INCEPTION
YEAR ENDED JUNE 30, 7/15/94 12/16/98
------------------------------------------------------- TO TO
1999 1998 1997 1996 6/30/95 6/30/99
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.04 $10.53 $10.14 $8.98 $10.40 $11.62
INCOME FROM INVESTMENT OPERATIONS(5)
Net investment income (loss) (.07)(1) (0.06) (0.03)(1) (0.08)(1) (0.02)(1) --(1)
Net realized and unrealized gain 0.85 2.90 1.21 1.84 0.30 1.18
------- ------- ------ ------ ------ ------
TOTAL FROM INVESTMENT
OPERATIONS 0.78 2.84 1.18 1.76 0.28 1.18
------- ------- ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment
income -- (0.11) (0.01) -- -- --
Dividends from net realized gains (2.38) (1.20) (0.78) (0.60) (1.37) (2.38)
In excess of net investment income -- (0.02) -- -- -- --
In excess of net realized gains -- -- -- -- (0.33) --
------- ------- ------ ------ ------ ------
TOTAL DISTRIBUTIONS (2.38) (1.33) (0.79) (0.60) (1.70) (2.38)
------- ------- ------ ------ ------ ------
Change in net asset value (1.60) 1.51 0.39 1.16 (1.42) (1.20)
------- ------- ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $10.44 $12.04 $10.53 $10.14 $8.98 $10.42
======= ======= ====== ====== ====== ======
Total return(2) 7.99% 30.61% 12.46% 20.50% 3.54%(3) 11.68%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(thousands) $12,351 $10,855 $8,412 $5,709 $2,849 $838
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.21% 2.17% 2.29% 2.34% 2.61%(4) 2.28%(4)
Net investment income (loss) (0.65%) (0.54%) (0.35%) (0.86%) (0.33%)(4) 0.04%(4)
Portfolio turnover 166% 156% 234% 245% 277%(3) 166%(3)
</TABLE>

(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in the total return calculation.
(3) Not annualized.
(4) Annualized.
(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.

16 See Notes to Financial Statements
<PAGE>

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

1. SIGNIFICANT ACCOUNTING POLICIES

Phoenix-Aberdeen Worldwide Opportunities Fund (the "Fund") is organized as
a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end management investment
company. The Fund's investment objective is capital appreciation by investing in
equity securities of domestic and non-U.S. issuers. The Fund offers Class A,
Class B and Class C shares. Class A shares are sold with a front-end sales
charge of up to 4.75%. Class B shares are sold with a contingent deferred sales
charge which declines from 5% to zero depending on the period of time the shares
are held. Class C shares are sold with a 1% contingent deferred sales charge if
redeemed within one year of purchase. Each class of shares has identical voting,
dividend, liquidation and other rights and the same terms and conditions, except
that each class bears different distribution expenses and has exclusive voting
rights with respect to its distribution plan. Income and expenses of the Fund
are borne pro rata by the holders of each class of shares, except that each
class bears distribution expenses unique to that class.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from those estimates.

A. SECURITY VALUATION:

Equity securities are valued at the last sale price, or if there had been
no sale of the security on that day, at the last bid price. Short-term
investments having a remaining maturity of 60 days or less are valued at
amortized cost which approximates market. All other securities and assets are
valued at their fair value as determined in good faith by or under the direction
of the Trustees.

B. SECURITY TRANSACTIONS AND RELATED INCOME:

Security transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date, or in the case of certain foreign securities,
as soon as the Fund is notified. Realized gains and losses from investment
transactions are reported on the identified cost basis.

C. INCOME TAXES:

It is the policy of the Fund to comply with the requirements of the
Internal Revenue Code (the "Code"), applicable to regulated investment
companies, and to distribute substantially all of its taxable income to its
shareholders. In addition, the Fund intends to distribute an amount sufficient
to avoid imposition of any excise tax under Section 4982 of the Code. Therefore,
no provision for federal income taxes or excise taxes has been made.

D. DISTRIBUTIONS TO SHAREHOLDERS:

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

E. FOREIGN CURRENCY TRANSLATION:

Foreign securities and other assets and liabilities are valued using the
foreign currency exchange rate effective at the end of the reporting period.
Cost of investments is translated at the currency exchange rate effective at the
trade date. The gain or loss resulting from a change in currency exchange rates
between the trade and settlement dates of a portfolio transaction is treated as
a gain or loss on foreign currency. Likewise, the gain or loss resulting from a
change in currency exchange rates between the date income is accrued and paid is
treated as a gain or loss on foreign currency. The Fund does not separate that
portion of the results of operations arising from changes in exchange rates and
that portion arising from changes in the market prices of securities.

F. FORWARD CURRENCY CONTRACTS:

The Fund may enter into forward currency contracts in conjunction with the
planned purchase or sale of foreign denominated securities in order to hedge the
U.S. dollar cost or proceeds and to manage the Fund's currency exposure. Forward
currency contracts involve, to varying degrees, elements of market risk in
excess of the amount recognized in the statement of assets and liabilities.
Risks arise from the possible movements in foreign exchange rates or if the
counterparty does not perform under the contract.

A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any number of days from the
date of the contract agreed upon by the parties, at a price set at the time of
the contract. These contracts are traded directly between currency traders and
their customers. The contract is marked-to-market daily and the change in market
value is recorded by the Fund as an unrealized gain (or loss). When the contract
is closed or offset with the same counterparty, the Fund records a realized gain
(or loss) equal to the change in the value of the contract when it was opened
and the value at the time it was closed or offset.

17
<PAGE>
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)

2. INVESTMENT ADVISORY FEES AND RELATED PARTY TRANSACTIONS

As compensation for their services to the Fund, the adviser, Phoenix
Investment Counsel, Inc. ("PIC"), an indirect majority-owned subsidiary of
Phoenix Home Life Mutual Insurance Company ("PHL"), is entitled to a fee at an
annual rate of 0.75% of the average daily net assets of the Fund up to $1
billion, 0.70% between $1 billion and $2 billion, and 0.65% in excess of $2
billion.

Effective October 27, 1998, Aberdeen Fund Managers, Inc. ("Aberdeen") was
appointed subadviser to the Phoenix-Aberdeen Worldwide Opportunities Fund.
Aberdeen is a subsidiary of Aberdeen Asset Management PLC. For its services,
Aberdeen is paid a fee by the Adviser equal to 0.375% of the average daily net
assets of the Phoenix-Aberdeen Worldwide Opportunities Fund up to $1 billion,
0.35% between $1 billion and $2 billion, and 0.325% in excess of $2 billion.

As Distributor of the Fund's shares, Phoenix Equity Planning Corp.
("PEPCO"), an indirect majority-owned subsidiary of PHL, has advised the Fund
that it retained net selling commissions of $11,464 for Class A shares and
deferred sales charges of $34,007 for Class B shares and $50 for Class C shares
for the year ended June 30, 1999. In addition, the Fund pays PEPCO a
distribution fee at an annual rate of 0.25% for Class A shares and 1.00% for
Class B and Class C shares of the average daily net assets of the Fund. The
Distribution Plan for Class A shares provides for fees to be paid up to a
maximum on an annual basis of 0.30%; the Distributor has voluntarily agreed to
limit the fee to 0.25%. The Distributor has advised the Fund that of the total
amount expensed for the year ended June 30, 1999, approximately $221,036 was
retained by the Distributor, $324,146 was paid to unaffiliated participants and
$16,814 was paid to W.S. Griffith, an indirect subsidiary of PHL.

As Financial Agent of the Fund, PEPCO receives a financial agent fee equal
to the sum of (1) the documented cost of fund accounting and related services
provided by PFPC, Inc. (subagent to PEPCO), plus (2) the documented cost to
PEPCO to provide financial reporting, tax services and oversight of subagent's
performance. The current fee schedule of PFPC, Inc. ranges from 0.085% to
0.0125% of the average daily net asset values of the Fund. Certain minimum fees
and fee waivers may apply.

PEPCO serves as the Fund's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended June 30, 1999, transfer agent
fees were $335,686 of which PEPCO retained $137,915 which is net of the fees
paid to State Street.

At June 30, 1999, PHL and affiliates held 241 Class A shares, 2 Class B
shares and 10,718 Class C shares of the Fund with a combined value of $114,332.

3. PURCHASE AND SALE OF SECURITIES

Portfolio purchases and sales of investments, excluding short-term
securities, for the year ended June 30, 1999 aggregated $303,475,674 and
$321,781,409 respectively. There were no purchases or sales of long-term U.S.
Government securities.

4. CREDIT RISK

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

5. RECLASSIFICATION OF CAPITAL ACCOUNTS

In accordance with accounting pronouncements, the Fund has recorded
several reclassifications in the capital accounts. These reclassifications have
no impact on the net asset value of the Fund and are designed generally to
present undistributed income and realized gains on a tax basis which is
considered to be more informative to the shareholder. As of June 30, 1999, the
Fund has decreased capital paid in on shares of beneficial interest by $5,300,
decreased undistributed net investment loss by $135,857 and decreased
accumulated net realized gain by $130,557.

6. OTHER

On February 9, 1999, the Board of Trustees of Phoenix-Engemann Funds
unanimously approved an Agreement and Plan of Reorganization relating to the
proposed combination of the Phoenix-Aberdeen Worldwide Opportunities Fund and
the Phoenix-Engemann Global Growth Fund.

Pursuant to the Agreement, the Global Growth Fund will transfer
substantially all of its assets to the Worldwide Opportunities Fund in exchange
for shares of the Worldwide Opportunities Fund and the assumption by the
Worldwide Opportunities Fund of certain identified liabilities of the Global
Growth Fund. Following the exchange, the Global Growth Fund will distribute the
shares of the Worldwide Opportunities Fund to its shareholders pro rata, in
liquidation of the Global Growth Fund.

TAX INFORMATION NOTICE (UNAUDITED)
LONG-TERM CAPITAL GAINS

The Fund distributed $17,812,920 of long-term capital gain dividends.

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

18
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

[LOGO]

To the Trustees and Shareholders of
Phoenix-Aberdeen Worldwide Opportunities Fund:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments (excluding Standard & Poor's ratings), and
the related statements of operations and of changes in net assets, and the
financial highlights present fairly, in all material respects, the financial
position of the Phoenix-Aberdeen Worldwide Opportunities Fund (the "Fund") at
June 30, 1999, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended and
the financial highlights for each of the periods presented, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at June 30, 1999 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
August 6, 1999

19
<PAGE>

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
PART C--OTHER INFORMATION

Item 23. Exhibits

<TABLE>
<S> <C>
a.1 Declaration of Trust of the Registrant, filed as Exhibit 1.1 via EDGAR with Post-Effective Amendment No. 63
on October 24, 1997 and herein incorporated by reference.

a.2 Amendment to Declaration of Trust designating Classes of Shares, filed as Exhibit 1.2 via EDGAR with Post-
Effective Amendment No. 61 on October 30, 1995 and incorporated herein by reference.

a.3 Amendment to Declaration of Trust establishing Class C Shares, filed via EDGAR with Post-Effective Amendment
No. 66 on December 15, 1998 and incorporated herein by reference.

a.4 Amendment to Declaration of Trust changing name of Trust to "Phoenix-Aberdeen Worldwide Opportunities
Fund", filed via EDGAR with Post-Effective Amendment No. 66 on December 15, 1998 and incorporated herein
by reference.

b. By-laws of the Registrant, previously filed and filed as Exhibit 2.1 via EDGAR with Post-Effective Amendment
No. 63 on October 24, 1997 and herein incorporated by reference.

c. Reference is made to Article V of Registrant's Declaration of Trust, as amended, referred to in Exhibit a.1.

d.1 Management Agreement between Registrant and National Securities & Research Corporation, dated May 14,
1993 and assigned to Phoenix Investment Counsel, Inc. effective June 1, 1998, filed as Exhibit 5.1 via EDGAR
with Post-Effective Amendment No. 63 on October 24, 1997 and herein incorporated by reference.

d.2 Amendment to Management Agreement between Registrant and National Securities & Research Corporation,
dated January 1, 1994 and assigned to Phoenix Investment Counsel, Inc. effective June 1, 1998, filed as Exhibit 5.2
via EDGAR with Post-Effective Amendment No. 61 on October 30, 1995 and incorporated herein by reference.

d.3 Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Aberdeen Fund Managers, Inc. dated
October 27, 1998, filed via EDGAR with Post-Effective Amendment No. 66 on December 15, 1998 and
incorporated herein by reference.

e.1 Underwriting Agreement between Registrant and Phoenix Equity Planning Corporation ("Equity Planning"),
dated November 19, 1997, filed as Exhibit 6.1 via EDGAR with Post-Effective Amendment No. 64 on October 6,
1998 and herein incorporated by reference.

e.2 Form of Sales Agreement between Phoenix Equity Planning Corporation and dealers, filed as Exhibit 6.2 via
EDGAR with Post-Effective Amendment No. 64 on October 6, 1998 and herein incorporated by reference.

e.3 Form of Supplement to Phoenix Family of Funds Sales Agreement, filed as Exhibit 6.3 via EDGAR with Post-
Effective Amendment No. 64 on October 6, 1998 and herein incorporated by reference.

e.4 Form of Financial Institution Sales Contract for the Phoenix Family of Funds filed as Exhibit 6.4 via EDGAR
with Post-Effective Amendment No. 64 on October 6, 1998 and herein incorporated by reference.

f. None.

g. Custody Agreement between Registrant and Brown Brothers Harriman & Co., dated August 11, 1994, filed as
Exhibit 8 via EDGAR with Post-Effective Amendment No. 63 on October 24, 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 as Exhibit 9.1 via EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and
incorporated herein by reference.

h.2 Sub-transfer Agent Agreement between Equity Planning and State Street Bank and Trust Company, dated June 1,
1994 filed as Exhibit 9.2 via EDGAR with Post-Effective Amendment No. 64 on October 6, 1998 and herein
incorporated by reference.

h.3 Amended and Restated Financial Agent Agreement between Registrant and Phoenix Equity Planning
Corporation, dated November 19, 1997, filed as Exhibit 9.3 via EDGAR with Post-Effective Amendment No.
64 on October 6, 1998 and herein incorporated by reference.

h.4 First Amendment to Amended and Restated Financial Agent Agreement between Registrant and Phoenix Equity
Planning Corporation, dated March 23, 1998, filed as Exhibit 9.4 via EDGAR with Post-Effective Amendment
No. 64 on October 6, 1998 and herein incorporated by reference.
</TABLE>

C-1
<PAGE>

<TABLE>
<S> <C>
h.5 Second Amendment to Amended and Restated Financial Agent Agreement between Registrant and Phoenix
Equity Planning Corporation, dated July 31, 1998, filed as Exhibit 9.5 via EDGAR with Post-Effective
Amendment No. 64 on October 6, 1998 and herein incorporated by reference.

i. Opinion as to legality of the shares filed via EDGAR with Post Effective Amendment No. 61 on October 30, 1995,
incorporated herein by reference.

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

k. Not applicable.

l. None.

m.1 Amended and Restated Distribution Plan Pursuant to Rule 12b-1 for Class A Shares filed as Exhibit 15.1 via
EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference.

m.2 Amended and Restated Distribution Plan Pursuant to Rule 12b-1 for Class B Shares filed as Exhibit 15.2 via
EDGAR with Post-Effective Amendment No. 63 on October 24, 1997 and incorporated herein by reference.

n. Financial Data Schedule.

o.1 Amended and Restated Plan Pursuant to Rule 18f-3 effective July 1, 1997, filed as Exhibit 18.1 via EDGAR
with Post-Effective Amendment No. 64 on October 6, 1998, herein incorporated by reference.

o.2 First Amendment to the Amended and Restated Plan Pursuant to Rule 18f-3 effective August 26, 1998 filed
as Exhibit 18.2 via EDGAR with Post-Effective Amendment No. 64 on October 6, 1998, herein incorporated
by reference.

p.* Powers of attorney filed via EDGAR with Post-Effective Amendment No. 67 on October 25, 1999.
</TABLE>

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

Item 24. Persons Controlled by or Under Common Control With the Fund

None.

Item 25. Indemnification

Registrant's indemnification provision is set forth in Post-Effective
Amendment No. 58 filed with the Securities and Exchange Commission on
June 30, 1993, and is incorporated herein by reference.

Item 26. Business and Other Connections of Investment Adviser

See "Management of the Fund" in the Prospectus and "Services of the
Adviser" and "Management of the Fund" in the Statement of Additional
Information which is included in this Post-Effective Amendment. For
information as to the business, profession, vocation or employment of a
substantial nature of directors and officers of Phoenix Investment
Counsel, Inc., the Adviser, reference is made to the Advisers' current
Form ADV (SEC File No. 801-5995) filed under the Investment Advisers
Act of 1940 and incorporated herein by reference.

Item 27. Principal Underwriter

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

Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds, Phoenix-Engemann Funds, Phoenix Equity Series Fund,
Phoenix-Euclid Funds, Phoenix-Goodwin California Tax Exempt Bonds,
Inc., Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.,
Phoenix-Goodwin Multi-Sector Short Term Bond Fund, Phoenix Investment
Trust 97, Phoenix Multi-Portfolio Fund, Phoenix-Oakhurst Income &
Growth Fund, Phoenix-Seneca Funds, Phoenix Series Fund, Phoenix
Strategic Allocation Fund, Inc., Phoenix Strategic Equity Series Fund,
Phoenix-Zweig Trust, Phoenix Home Life Variable Universal Life Account,
Phoenix Home Life Variable Accumulation Account, PHL Variable
Accumulation Account, Phoenix Life and Annuity Variable Universal Life
Account, and PHL Variable Separate Account MVAI.

C-2
<PAGE>

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

<TABLE>
<CAPTION>
Name and Position and Offices Position and Offices
Principal Address with Distributor with Registrant
- ------------------------- -------------------------- -------------------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480

Philip R. McLoughlin Director and President Trustee and President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480

William R. Moyer Director, Senior Vice Vice President
100 Bright Meadow Blvd. President, Chief
P.O. Box 2200 Financial Officer and
Enfield, CT 06083-2200 Treasurer

John F. Sharry Executive Vice Executive Vice President
100 Bright Meadow Blvd. President, Retail
P.O. Box 2200 Distribution
Enfield, CT 06083-2200

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

G. Jeffrey Bohne Vice President, Mutual Secretary
101 Munson Street Fund Customer Service
Greenfield, MA 01301

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

Thomas N. Steenburg Vice President, Counsel None
55 East Monroe St. and Secretary
Suite 3600
Chicago, IL 60603

Jacqueline Porter Assistant Vice President Assistant Treasurer
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115
</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.

C-3
<PAGE>

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
Registrant's investment adviser, Phoenix Investment Counsel, Inc.;
Registrant's financial agent, transfer agent and principal underwriter,
Phoenix Equity Planning Corporation; Registrant's dividend disbursing
agent, State Street Bank and Trust Company; and Registrant's custodian,
Brown Brothers Harriman & Co. 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.O. 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 for the custodian is 40 Water Street, Boston, Massachusetts
02109.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Registrant certifies that it meets all of the requirements for
effectiveness of this registration statement under Rule 485(b) under the
Securities Act and has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Hartford, and State of Connecticut on the 26th day of October, 1999.

PHOENIX-ABERDEEN WORLDWIDE
OPPORTUNITIES FUND

ATTEST: /s/ Pamela S. Sinofsky By: /s/ Philip R. McLoughlin
----------------------------- -----------------------------------
Pamela S. Sinofsky Philip R. McLoughlin
Assistant Secretary President

Pursuant to the requirements of the Securities Act, this amendment to the
registration statement has been signed below by the following persons in the
capacities indicated, on this 26th day of October, 1999.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
- ----------------------------
Robert Chesek* Trustee

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

/s/ Nancy G. Curtiss Treasurer (principal financial and
- ---------------------------- accounting officer)
Nancy G. Curtiss

- ----------------------------
Harry Dalzell-Payne* Trustee

- ----------------------------
Francis E. Jeffries* Trustee

- ----------------------------
Leroy Keith, Jr.* Trustee

/s/ Philip R. McLoughlin
- ----------------------------
Philip R. McLoughlin Trustee and President

- ----------------------------
Everett L. Morris* Trustee

- ----------------------------
James M. Oates* Trustee

- ----------------------------
Calvin J. Pedersen* Trustee

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

- ----------------------------
Richard E. Segerson* Trustee

- ----------------------------
Lowell P. Weicker, Jr.* Trustee

By: /s/ Philip R. McLoughlin
- --------------------------------
*Philip R. McLoughlin pursuant to powers of attorney filed previously.
</TABLE>

S-1(c)

POWER OF ATTORNEY

I, the undersigned officer 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.