PHOENIX ABERDEEN WORLDWIDE OPPORTUNITIES FUND
DEFS14A, 2000-08-21
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                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

         [ ] Preliminary Proxy Statement
         [ ] Confidential, for Use of the Commission Only (as permitted by
             Rule 14a-6(e) (2)
         [X] Definitive Proxy Statement
         [ ] Definitive Additional Materials
         [ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

                  PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
                              --------------------
                (Name of Registrant as Specified in its Charter)
                               Pamela S. Sinofsky
                      c/o Phoenix Investment Partners, Ltd.
                               56 Prospect Street
                        Hartford, Connecticut 06115-0480

    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check appropriate box):

         [X] No fee required.

         [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
             and 0-11.

             1)  Title of each class of securities to which transaction applies:
             2)  Aggregate number of securities to which transaction applies:
             3)  Per unit price or other underlying value of transaction
                 computed pursuant to Exchange Act Rule 0-11 (Set forth the
                 amount on which the filing fee is calculated and state how it
                 was determined):

             4)  Proposed maximum aggregate value of transaction:
             5)  Total fee paid: ___________

         [ ] Fee paid previously with preliminary materials.

         [ ] Check box if any part of the fee is offset as provided by
             Exchange Act Rule 0-11(a)(2) and identify the filing for which the
             offsetting fee was paid previously. Identify the previous filing
             by registration statement number, or the Form or Schedule and the
             date of its filing.

             1)  Amount Previously Paid:
             2)  Form, Schedule or Registration No.:
             3)  Filing Party:
             4)  Date Filed:




<PAGE>


PHOENIX EQUITY PLANNING CORPORATION   101 Munson Street   Toll Free 800 243-1574
                                      PO Box 88
                                      Greenfield, MA 01302-0088

[PHOENIX LOGO]




                                                                 August 23, 2000



Dear Shareholder:

      We are pleased to enclose the proxy statement for the October 12, 2000
special shareholders meeting of your Fund. Please take the time to read the
proxy statement and cast your vote, because the changes are important to you as
a shareholder.

      We are asking shareholders to approve a tax-free reorganization of the
Fund into a Delaware business trust and to approve changes to your Fund's
fundamental investment restrictions. This is part of our effort to integrate all
of our mutual funds by adopting a single business form, domicile, form of
charter and set of fundamental investment restrictions. The reorganization will
not change your Fund's name, investment objective, investment adviser or its
portfolio manager, and the value of your investment immediately after the
reorganization will be the same as it was immediately before the reorganization.
We do not presently anticipate that these changes will have any material impact
on the investment techniques employed by the Fund.

      Your Board of Trustees believes that the proposed reorganization and
changes in the fundamental investment restrictions are in the best interests of
shareholders. The Board of Trustees has unanimously recommended that
shareholders of the Fund vote for the reorganization and changes in the
fundamental investment restrictions and for the other matters identified in the
proxy statement and proxy. Should you have any questions, please feel free to
call us at 1(800) 243-1574. We will be happy to answer any questions you may
have.

      I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.

Sincerely,

/s/ Philip R. McLoughlin
Philip R. McLoughlin
President
Phoenix-Aberdeen Worldwide Opportunities Fund


            This letter has been prepared solely for the information
            of existing shareholders. This letter is not authorized
                   for distribution to prospective investors.

Mutual funds distributed by Phoenix Equity Planning Corporation.


<PAGE>





                  PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND

                                101 MUNSON STREET
                         GREENFIELD, MASSACHUSETTS 01301
                                1 (800) 243-1574
                              --------------------

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD OCTOBER 12, 2000
                              --------------------

To the Shareholders:

      A special meeting of shareholders of Phoenix-Aberdeen Worldwide
Opportunities Fund (the "Fund") will be held at the offices of the Fund, 101
Munson Street, Greenfield, Massachusetts 01301 on October 12, 2000 at 2:00 p.m.,
local time, for the following purposes:

      1.   To consider and act upon a proposal to approve an Agreement and Plan
           of Reorganization which provides for the reorganization of the Fund
           into a Delaware business trust.

      2.   To adopt a fundamental investment restriction of the Fund regarding
           diversification.

      3.   To amend the fundamental investment restriction of the Fund regarding
           concentration.

      4.   To amend the fundamental investment restriction of the Fund regarding
           borrowing.

      5.   To amend the fundamental investment restrictions of the Fund
           regarding the issuance of senior securities.

      6.   To amend the fundamental investment restriction of the Fund regarding
           underwriting.

      7.   To amend the fundamental investment restriction of the Fund regarding
           investing in real estate.

      8.   To amend the fundamental investment restriction of the Fund regarding
           investing in commodities.

      9.   To amend the fundamental investment restriction of the Fund regarding
           lending.

      10.  To eliminate the fundamental investment restriction of the Fund
           regarding the issuance of securities for other than cash or
           securities.

      11.  To eliminate the fundamental investment restriction of the Fund
           regarding the purchase of securities on margin.

      12.  To eliminate the fundamental investment restriction of the Fund
           regarding short sales.

      13.  To eliminate the fundamental investment restriction of the Fund
           regarding the purchase of securities of other investment companies.

      14.  To eliminate the fundamental investment restriction of the Fund
           regarding the making of investments for the purpose of exercising
           control or management.

      15.  To eliminate the fundamental investment restriction of the Fund
           regarding the issuance of bonds and debentures.

      16.  To consider and act upon any other business as may properly come
           before the meeting and any adjournments thereof.

      You are entitled to vote at the meeting and any adjournment(s) thereof if
you owned shares of the Fund at the close of business on August 14, 2000.

      Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:

           o  By telephone, with a toll-free call to the number listed on the
              enclosed proxy card and following recorded instructions;

           o  By mail, with the enclosed proxy card and postage-paid envelope;
              or

           o  In person at the meeting.



<PAGE>




      We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.

                  PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO
                  AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. YOUR
                  VOTE IS IMPORTANT.

                               By Order of the Board of Trustees
                               of Phoenix-Aberdeen Worldwide Opportunities Fund,





                               G. JEFFREY BOHNE
                               Secretary


<PAGE>


                  PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
                              --------------------

                                 PROXY STATEMENT
                              --------------------

                             MEETING OF SHAREHOLDERS

      This proxy statement is being furnished in connection with the
solicitation by the Board of Trustees of Phoenix-Aberdeen Worldwide
Opportunities Fund (the "Fund") of proxies to be used at a meeting of the
shareholders of the Fund and at any adjournment(s) thereof. The meeting will be
held at the offices of the Fund, 101 Munson Street, Greenfield, Massachusetts
01301 on October 12, 2000 at 2:00 p.m., local time.

      The purposes of the meeting are to consider a plan to reorganize the Fund
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust") and to consider changes to the fundamental investment
restrictions of the Fund. In the reorganization, the Fund will become a series
of the Delaware Trust (the "New Fund"). The New Fund will have the same classes
of shares as the classes of the existing Fund. A form of the Agreement and Plan
of Reorganization is attached as Appendix A.

      The proposed investment restriction changes will not affect the Fund's
investment objective or principal investment strategy. The reorganization will
not change the Fund's name, investment adviser, independent accountants or
fiscal year. Each shareholder will own the same number of shares of the New Fund
immediately after the reorganization as the number of Fund shares owned by the
shareholder on the closing of the reorganization. The New Fund will offer the
same shareholder services as the Fund.

      This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about August 23, 2000.

VOTING INFORMATION
      Shareholders of record of the Fund at the close of business on August 14,
2000 will be entitled to vote at the meeting or at any adjournments thereof. On
that date, there were issued and outstanding 21,159,045.306 shares of the Fund.

      Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. The holders of a majority of
the outstanding shares of the Fund entitled to vote shall constitute a quorum
for the meeting. Shareholders of the Fund will vote separately on each proposal.
A quorum being present, the approval of the reorganization requires the
affirmative vote of the holders of a majority of the shares of the Fund entitled
to vote. The reorganization will not take place unless the Fund approves the
reorganization proposal. If the reorganization is not approved by the Fund, the
Fund will continue as a Massachusetts business trust and the Board of Trustees
of the Fund may consider other alternatives that it views as being in the best
interests of the shareholders of the Fund. The approval of each change to a
fundamental investment restriction by the Fund requires the vote of the lesser
of (i) 67% or more of the eligible votes of the Fund present at the meeting if
more than 50% of the eligible votes of the Fund are present in person or by
proxy or (ii) more than 50% of the eligible votes of the Fund. For purposes of
this proxy statement, the Investment Company Act of 1940, as amended (the "1940
Act") includes rules and regulations of the SEC issued under that Act. If
shareholders do not approve the proposed change to a fundamental investment
restriction, the existing restriction will remain in effect.

      For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposals to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting, but which have not been
voted. For this reason, abstentions and broker non-votes will assist the Fund in
obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposals.

      If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of any one or more of the proposals have
not been obtained, then the persons named as proxies may propose one or more
adjournments of the meeting without further notice to shareholders to permit
further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposals,
the percentage of votes



<PAGE>


then cast, the percentage of negative votes then cast, the nature of the
proposed solicitation activities and the nature of the reasons for such further
solicitation, that an adjournment and additional solicitation is reasonable and
in the interests of shareholders. When voting on a proposed adjournment, the
persons named as proxies will vote for the proposed adjournment all shares that
they are entitled to vote with respect to each proposal, unless directed to vote
against the proposal, in which case such shares will be voted against the
proposed adjournment with respect to that proposal.

      The meeting may be adjourned from time to time by the vote of a majority
of the shares represented at the meeting, whether or not a quorum is present. If
the meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting at which the adjournment is taken, unless a new record
date of the adjourned meeting is fixed. At any adjourned meeting, the Fund may
transact any business which might have been transacted at the original meeting.

      The individuals named as proxies on the enclosed proxy card will vote in
accordance with the shareholder's direction, as indicated thereon, if the proxy
card is received and is properly executed. If the shareholder properly executes
a proxy and gives no voting instructions with respect to any one or more of the
proposals, the shares will be voted in favor of each of such proposals for which
instructions were not given. The proxies, in their discretion, may vote upon
such other matters as may properly come before the meeting. The Board of
Trustees of the Fund is not aware of any other matters to come before the
meeting.

REVOCATION OF PROXIES
      Any shareholder who has given a proxy has the right to revoke the proxy
any time prior to its exercise:

      o  by written notice of the proxy's revocation to the Secretary of the
         Fund at the above address prior to the meeting;

      o  by the subsequent execution and return of another proxy prior to the
         meeting;

      o  by submitting a subsequent telephone vote; or

      o  by being present and voting in person at the meeting and giving oral
         notice of revocation to the Chairman of the meeting.

SOLICITATION OF PROXIES
      In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The Fund may also use one or more proxy
solicitation firms to assist with the mailing and tabulation effort and any
special personal solicitation of proxies. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed by the Fund for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Fund.
The cost of the solicitation of proxies will be borne by the Fund. Certain
solicitation costs will be directly attributable to the Fund or to one or more
other Phoenix mutual funds soliciting shareholder approval at about the same
time while other expenses of solicitation will not be directly attributable to
any specific Phoenix mutual fund. Solicitation costs that are directly
attributable to a particular Phoenix mutual fund will be borne by that mutual
fund. All other solicitation expenses will be allocated pro rata based on the
number of shareholder accounts of each Phoenix mutual fund. D.F. King and Co.,
Inc., a proxy solicitation firm, has been engaged by the Fund to act as
solicitor and will receive fees estimated at $8,000.00, plus reimbursement of
out-of-pocket expenses. The agreement with D.F. King provides that D.F. King
will perform various proxy solicitation services in connection with the meeting,
such as contacting shareholders and providing information with respect to
matters to be considered at the meeting.

      If a shareholder wishes to participate in the meeting, but does not wish
to authorize the execution of a proxy by telephone, the shareholder may still
submit the proxy form included with this proxy statement or attend the meeting
in person.

                                        2

<PAGE>

SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      The following table sets forth information as of July 25, 2000 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 shares of the Fund:

<TABLE>
<CAPTION>
                                                                                 PERCENTAGE               NUMBER
NAME OF SHAREHOLDER                        CLASS OF SHARES                        OF CLASS               OF SHARES
-------------------                        ---------------                        --------               ---------
<S>                                     <C>                                         <C>                 <C>
TTEES of Phoenix SIP                    Worldwide Opportunity Fund                  4.39%               818,570.810
C/O Suzette Louro Hum Resources         Class A
100 Bright Meadow Blvd.
P.O. Box 1900
Enfield, CT 06083-1900

MLPF&S for the Sole                     Worldwide Opportunity Fund                  3.57%               664,636.329
Benefit of its Customers                Class A
Attn:  Fund Administration              Worldwide Opportunity Fund                 13.02%               228,538.416
4800 Deer Lake Drive E 3rd Fl.          Class B
Jacksonville, FL  32246-6484            Worldwide Opportunity Fund                 27.45%               186,243.910
                                        Class C
</TABLE>


      On July 25, 2000, the Trustees and officers as a group owned beneficially
less than one percent of the Fund's outstanding shares.

      A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX EQUITY
PLANNING CORPORATION, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX 2200, ENFIELD,
CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING
CORPORATION TOLL-FREE AT (800) 243-4361.

                                   PROPOSAL 1

              TO REORGANIZE THE FUND AS A DELAWARE BUSINESS TRUST


      The Board of Trustees has proposed that the shareholders of the Fund
approve the reorganization of the Fund in accordance with the form of the
Agreement and Plan of Reorganization attached to this proxy statement as
Appendix A and as described in detail in this proxy statement.

REASONS FOR THE PROPOSED REORGANIZATION
      The reorganization is one of a series of proposed transactions in which
mutual funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its
affiliates (the "Phoenix Funds") would be reorganized as series of newly created
Delaware business trusts. Each such trust would have a substantially similar
trust instrument and common fundamental investment restrictions. Because many of
these funds began operations outside of the Phoenix organization, they have a
variety of different domiciles, business forms, charter provisions and
fundamental investment restrictions. Management believes that further
integrating all of the Phoenix Funds by adopting a single business form,
domicile, form of trust instrument and fundamental investment restrictions
offers the opportunity for operational efficiencies that will benefit all
shareholders.

      In recent years, many mutual funds have reorganized as Delaware business
trusts. The Trustees believe that the proposed Delaware business trust form
provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Fund. Delaware law offers a mutual fund certain advantages compared with
Massachusetts law. Delaware law provides that the shareholders and trustees of a
Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable for trust
obligations. Although the risk of this liability is remote, the Trustees have
determined that Delaware law should afford greater protection against potential
shareholder and trustee liability. Similarly, Delaware law provides that no
series of a Delaware business trust is liable for the debts of another series.
This is another potential, although remote, risk in the case of a Massachusetts
business trust.

      It is anticipated that under the Delaware trust instrument, the Delaware
Trust will be required to have fewer shareholder meetings, potentially further
reducing costs. Delaware law affords to Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees will have the
power to amend the Delaware trust

                                       3


<PAGE>

instrument, merge or consolidate the New Fund with another entity and to change
the Delaware Trust's domicile, in each case without a shareholder vote. Any
exercise of this authority by the Trustees will be subject to applicable federal
law. Although the Trustees will have the authority to take these actions in the
future without a shareholder vote, they are not required to do so, and may
determine that it is appropriate to submit one or more of these actions to the
shareholders for approval. The flexibility under the Delaware trust instrument
should help to assure that the Delaware Trust always operates under the most
advanced form of organization, and is intended to reduce the expense and
frequency of future shareholder meetings for non-investment-related operational
issues. For a more detailed comparison of the Fund's current Massachusetts trust
instrument and the proposed Delaware trust instrument, see "Certain Comparative
Information about the Fund and the Delaware Trust" on page 7.

THE AGREEMENT AND PLAN OF REORGANIZATION
      The reorganization will consist of several steps that will occur on a
closing date following shareholder approval. First, the Fund will transfer all
of its assets to the New Fund in exchange solely for all of the shares of the
New Fund. The New Fund will also assume all of the liabilities of the Fund.
Immediately thereafter, the Fund will liquidate and distribute shares of the New
Fund to its shareholders in exchange for their shares of the Fund. This will be
accomplished by opening an account on the books of the New Fund in the name of
each shareholder of record of the Fund and by crediting to each account the
shares due in the reorganization. Every shareholder will own the same number of
shares of the corresponding class of the New Fund as the number of Fund shares
held by the shareholder in each class of the Fund immediately before the
reorganization.

      The reorganization is subject to a number of conditions set forth in the
reorganization agreement. Certain of these conditions may be waived by the Board
of Trustees. The significant conditions which may not be waived include: (a) the
receipt by the Fund and the Delaware Trust of an opinion of counsel as to
certain federal income tax aspects of the reorganization and (b) the approval of
the reorganization agreement by the shareholders of the Fund. The reorganization
agreement may be terminated and the reorganization abandoned at any time, before
or after approval by the shareholders of the Fund prior to the closing date, by
the Board of Trustees. In addition, the reorganization agreement may be amended
by the Board of Trustees. However, the reorganization agreement may not be
amended subsequent to the shareholders meeting in a manner that would change the
method for determining the number of shares to be issued to shareholders of the
existing Fund without shareholder approval.

      The closing of the reorganization is scheduled to occur on the second
Friday after the conditions to closing set forth in the reorganization agreement
are satisfied or waived. Phoenix currently anticipates that the closing will
occur on or about October 27, 2000.

      The reorganization agreement authorizes the Fund, as the sole shareholder
of the New Fund prior to the distribution of shares of the New Fund to Fund
shareholders, to:

      o  elect trustees of the Delaware Trust;

      o  approve an investment management agreement with Phoenix;

      o  approve an investment subadvisory agreement with Aberdeen Fund Managers
         Inc.; and

      o  ratify the selection of PricewaterhouseCoopers LLP as the independent
         accountants for the New Fund.

      As soon as practicable after the closing of the reorganization, the
Trustees intend to take all appropriate and necessary action to liquidate and
dissolve the Fund under the laws of the Commonwealth of Massachusetts.

MANAGEMENT AND OTHER SERVICE PROVIDERS
      Phoenix, the current adviser of the Fund, will continue to serve as
investment adviser to the New Fund following the reorganization. Aberdeen Fund
Managers Inc. ("Aberdeen"), the current subadviser to the Fund, will continue to
serve as subadviser to the New Fund following the reorganization. The
reorganization agreement authorizes the Fund, while it is the sole shareholder
of the New Fund, to approve a new advisory agreement with Phoenix and a new
investment subadvisory agreement with Aberdeen, that are substantially identical
to the current agreements. The rate of advisory fees payable to Phoenix and
Aberdeen under the new advisory and investment subadvisory agreements will be
the same as under the current agreements.

      Phoenix acts as the investment adviser for 14 fund companies totaling 37
mutual funds, as subadviser to two fund companies totaling three mutual funds,
and as adviser to institutional clients. Phoenix has acted as an investment
adviser for over sixty years. As of December 31, 1999, Phoenix had approximately
$25.7 billion in assets under management.


                                       4


<PAGE>

      All of the outstanding stock of Phoenix 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
traded company that provides investment management and related services to
institutional investors, corporations and individuals through operating
subsidiaries. Phoenix Home Life Mutual Insurance Company of Hartford,
Connecticut is a majority shareholder of PXP.

      As compensation for its services, Phoenix receives a fee from the Fund,
which is accrued daily against the value of the Fund's net assets equal to 0.75%
of the Fund's average daily net assets 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.

      The current advisory agreement with Phoenix was last approved by the Board
of Trustees on November 19, 1999. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice 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.

       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. As of December 31, 1999, Aberdeen
Asset Management plc had $30 billion in assets under management. As compensation
for its services to the Fund, Aberdeen receives a fee from Phoenix, which is
accrued against the value of the net assets of the Fund's average daily net
assets equal to 0.375% of the Fund's average daily net assets up to $1 billion,
0.35% of the Fund's average daily net assets from $1 billion to $2 billion, and
0.325% of the Fund's average daily net assets in excess of $2 billion. Aberdeen
does not receive any fee from the Fund.

      The current investment subadvisory agreement with Aberdeen was last
approved by the Board of Trustees on November 19, 1999. The investment
subadvisory agreement may be terminated without penalty at any time by a similar
vote upon 60 days' notice or by the subadviser 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.

      PricewaterhouseCoopers LLP currently serves as the Fund's independent
accountants and will also serve as independent accountants for the New Fund. The
reorganization agreement authorizes the Fund, while it is the sole shareholder
of the New Fund, to ratify the selection of PricewaterhouseCoopers LLP as the
New Fund's independent accountants. Brown, Brothers Harriman & Co. will continue
to serve as custodian of the New Fund's assets following the reorganization.
Equity Planning will continue to serve as the Fund's underwriter and transfer
agent following the reorganization.

FISCAL YEAR
      The Fund currently operates on a fiscal year ending June 30. Following the
reorganization, the New Fund will also operate on a fiscal year ending June 30.

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGY AND FUNDAMENTAL INVESTMENT
RESTRICTIONS
      The investment objective and principal investment strategy of the New
Fund will be identical to the investment objective and principal investment
strategy of the Fund. The fundamental investment restrictions of the New Fund
will be identical to the fundamental investment restrictions of the Fund
immediately prior to the reorganization. The fundamental investment restrictions
will reflect any changes that are approved by shareholders pursuant to proposals
2-15.

FEDERAL INCOME TAX CONSEQUENCES
      As a condition to the reorganization, the Fund will receive a tax opinion
from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinion will
provide that, on the basis of the existing provisions of the Internal Revenue
Code (the "Code"), the Treasury regulations promulgated thereunder and current
administrative and judicial interpretations thereof, for federal income tax
purposes:

      o  the transfer of all of the assets of the Fund solely in exchange for
         shares of the New Fund and the assumption by the New Fund of all
         known liabilities of the Fund, and the distribution of such shares to
         the shareholders of the Fund, will constitute a "reorganization"
         within the meaning of Section 368(a) of the Code; the New Fund and
         the Fund will each be a "party to a reorganization" within the
         meaning of Section 368(b) of the Code;

      o  no gain or loss will be recognized by the Fund on the transfer of the
         assets of the Fund to the New Fund in exchange for New Fund shares
         and the assumption by the New Fund of all known liabilities of the
         Fund or upon the distribution of New Fund shares to the Fund
         shareholders in exchange for their shares of the Fund;

                                       5

<PAGE>


      o  the tax basis of the Fund's assets acquired by the New Fund will be
         the same to the New Fund as the tax basis of such assets to the Fund
         immediately prior to the reorganization, and the holding period of
         the assets of the Fund in the hands of the New Fund will include the
         period during which those assets were held by the Fund;

      o  no gain or loss will be recognized by the New Fund upon the receipt
         of the assets of the Fund solely in exchange for the New Fund shares
         and the assumption by the New Fund of all known liabilities of the
         Fund;

      o  no gain or loss will be recognized by shareholders of the Fund upon
         the receipt of shares of the New Fund by such shareholders, provided
         such shareholders receive solely New Fund shares (including
         fractional shares) in exchange for their Fund shares; and

      o  the aggregate tax basis of the New Fund shares, including any
         fractional shares, received by each shareholder of the Fund pursuant
         to the reorganization will be the same as the aggregate tax basis of
         the Fund shares held by such shareholder immediately prior to the
         reorganization, and the holding period of the New Fund shares,
         including fractional shares, to be received by each shareholder of
         the Fund will include the period during which the Fund shares
         exchanged therefore were held by such shareholder (provided that the
         Fund shares were held as a capital asset on the date of the
         reorganization).

      The Fund has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of the Fund in exchange for New Fund shares, the assumption by the
New Fund of all known liabilities of the Fund, and the distribution of such
shares to shareholders of the Fund, do not constitute a "reorganization" within
the meaning of Section 368(a) of the Code, each Fund shareholder generally will
recognize gain or loss equal to the difference between the value of New Fund
shares such shareholder acquires and the tax basis of such shareholder's Fund
shares.

      Shareholders of the Fund should consult their tax advisers regarding the
effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Fund should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganization.

COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
      The distribution arrangements of the New Fund will be the same as those of
the Fund. The Fund currently offers Class A, Class B and Class C shares. In the
proposed reorganization, shareholders will receive the corresponding class of
shares of the New Fund in exchange for their shares in the Fund. The
reorganization will be effected at net asset value. No sales charge will be
imposed in connection with the reorganization. For purposes of calculating the
contingent deferred sales charges that shareholders may pay when disposing of
any shares of the New Fund subject to a contingent deferred sales charge, the
length of time the shareholder holds shares in the New Fund will be added to the
length of time the shareholder held the shares in the Fund. Holders of shares
subject to a contingent deferred sales charge will continue to be subject to a
contingent deferred sales charge upon subsequent redemption to the same extent
as if the shareholder had continued to hold shares of the Fund.

      Equity Planning serves as the distributor of shares for the Fund and will
also be the distributor of the New Fund. The Delaware Trust will adopt
distribution plans under Rule 12b-1 of the 1940 Act for each class of shares
relating to the sale and promotion of shares of the New Fund and the furnishing
of shareholder services that are substantially identical to the existing
distribution plans for the Fund.

COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
      The New Fund will offer the same shareholder services as the Fund,
including a Systematic Withdrawal Program, telephone exchanges, telephone
redemptions and access to the Investo-Matic Program, an automatic investment
program.

      Shareholders may exchange shares for another Phoenix Fund in the same
class of shares; e.g., Class A for Class A. Exchange privileges may not be
available for all Phoenix Funds and may be rejected or suspended.

      Shares of the New Fund may be redeemed at a redemption price equal to the
net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. In the
case of redemption of shares subject to a contingent deferred sales charge,
investors will be subject to the applicable determined deferred sales charges,
if any, for such shares. Payment of redemption proceeds for redeemed New Fund
shares will be made within seven days after receipt of a redemption request in
proper form and documentation.

                                       6

<PAGE>


DIVIDENDS AND DISTRIBUTIONS
      The New Fund will have the same dividend and distribution policy as the
Fund. After the closing of the reorganization, Fund shareholders who currently
have dividends reinvested will continue to have dividends reinvested in the New
Fund. Shareholders who currently have capital gains reinvested will continue to
have capital gains reinvested in the New Fund.

CERTAIN COMPARATIVE INFORMATION ABOUT THE FUND AND THE DELAWARE TRUST
      The following is a summary of certain differences between and among the
trust instrument and by-laws of the Fund and the trust instrument and by-laws of
the Delaware Trust. It is not a complete list of the differences. Shareholders
should refer to the provisions of these documents and state law directly for a
more thorough comparison. Copies of the trust instrument and by-laws of the Fund
and of the trust instrument and by-laws of the Delaware Trust are available to
shareholders without charge upon written request.

      General. The Fund is governed by a Declaration of Trust dated November 4,
1991, as amended (the "Massachusetts Trust Instrument"). As a Massachusetts
business trust, the Fund's operations are currently governed by the
Massachusetts Trust Instrument and applicable Federal and Massachusetts law. The
Delaware Trust was organized as a Delaware business trust in August 2000. As a
Delaware business trust, the Delaware Trust's operations will be governed by an
Agreement and Declaration of Trust (the "Delaware Trust Instrument") and
applicable Federal and Delaware law.

      Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Trustees of the Fund and,
subject to applicable requirements of the 1940 Act and Delaware law, broader
authority to act. The increased flexibility may allow the Trustees to react more
quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the New Fund to operate in a more efficient and
economical manner. The Trustees' existing fiduciary obligations to act with due
care and in the interest of shareholders will not be affected by the
reorganization.

      Term of Trustees. The term of office of a Trustee of both the Fund and the
Delaware Trust is unlimited in duration unless the Trustees themselves adopt a
limited term. A person serving as Trustee will continue as Trustee until the
person resigns, dies or is removed from office. Under the Delaware Trust
Instrument, a Trustee may be removed with or without cause at any meeting of
shareholders by a vote of at least two-thirds of the outstanding shares of the
Delaware Trust or by a vote of two-thirds of the number of Trustees prior to
such removal. The Massachusetts Trust Instrument also provides that any Trustee
may be removed by the affirmative vote of the holders of two-thirds of the
outstanding shares. However, a Trustee may be removed by two-thirds of the
remaining Trustees only for cause.

      Liability of Trustees and Officers. A Trustee of both the Fund and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee. Under the Massachusetts Trust
Instrument and the by-laws of the Delaware Trust, Trustees, officers and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

      Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder who is
exposed to liability by reason of a claim or demand relating to such person
being a shareholder.

      Shareholder Voting. The voting rights of shareholders of the Fund are
based on the number of shares the shareholder owns. Each holder of a share of
the Fund is entitled to one vote for each whole share and a proportionate
fractional vote for each fractional share. As a shareholder of the Delaware
Trust, voting rights will be dollar-based. Each shareholder will have one vote
for each dollar of net asset value held by the shareholder regardless of the
number of shares held. Under dollar-based voting rights, a shareholder's voting
power will be in direct proportion to the shareholder's investment in the
Delaware Trust. Therefore, on matters affecting the New Fund as a whole, where
each class of the New Fund is required to vote together on an issue,
shareholders who own shares of a class with a higher net asset value would have
more voting power than they currently have relative to shareholders who own
shares of a class with a lower net asset value. On matters where only
shareholders of a single class vote on an issue, all shareholders of the class
would have the same voting rights since the net asset value is the same for all
shares in a single class.

                                       7

<PAGE>

      Shareholder Meetings. The Delaware Trust and the Fund are not required to
hold annual shareholder meetings. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of the Fund may call
a special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.

      Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of the New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval. Under
the Massachusetts Trust Instrument, a majority of the outstanding shares of the
Fund must approve a merger of the Fund with another business organization, or
the sale or exchange of all or substantially all of the property of the Fund.

      Termination of the Trust or a Fund. Under the Delaware Trust Instrument,
the Delaware Trust may be terminated at any time by the Trustees alone, upon
written notice to the shareholders, or by vote of a majority of the shares of
the Delaware Trust. The New Fund or a class thereof may be terminated at any
time by a vote of a majority of the shares of the New Fund or class or by the
Trustees by written notice to the shareholders of the New Fund or class. Under
the Massachusetts Trust Instrument, the vote of a majority of the outstanding
shares of the Fund or a majority of the Trustees must approve the termination
of the Trust.

      Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights). The
Massachusetts Trust Instrument may generally only be amended by the affirmative
vote of the majority of shareholders. The Trustees may amend the Massachusetts
Trust Instrument without shareholder approval to conform the Massachusetts Trust
Instrument to the requirements of applicable federal or state laws or
regulations, or the requirements of the regulated investment company provisions
of the Internal Revenue Code.

      Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Fund or its shareholders. The Delaware Trust Instrument
does not provide shareholders a similar right.

CERTAIN INFORMATION REGARDING THE TRUSTEES
      The 1940 Act requires that at least one-half of the Trustees of the Fund
and, following the reorganization, Trustees of the Delaware Trust, be elected by
shareholders. The Fund currently meets this standard. Rather than call another
shareholder meeting to vote on Trustees after the reorganization, the
reorganization agreement authorizes the Fund, while it is the sole shareholder
of the New Fund, to elect the then current Trustees of the Fund, except for
Calvin J. Pedersen, as the Trustees of the Delaware Trust.

      Information on the individuals that will serve as the Trustees and
officers of the Delaware Trust and their business affiliations for the past five
years are set forth below. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480.
Trustees whose names are preceded by an asterisk will be "interested persons" of
the Delaware Trust (as defined in the 1940 Act).

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>
                                  POSITIONS HELD
NAME, ADDRESS AND AGE             WITH THE TRUST         PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------

Robert Chesek (66)                Trustee                Trustee/Director (1981-present) and Chairman (1989-1994),
49 Old Post Road                                         Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund,
Wethersfield, CT 06109                                   Phoenix Duff & Phelps Institutional Mutual Funds
                                                         (1996-present) and Phoenix-Seneca Funds (2000-present).
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       8
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>
                                  POSITIONS HELD
NAME, ADDRESS AND AGE             WITH THE TRUST         PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------

E. Virgil Conway (71)             Trustee                Chairman, Metropolitan Transportation Authority
9 Rittenhouse Road                                       (1992-present). Trustee/Director, Consolidated Edison
Bronxville, NY 10708                                     Company of 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). Chairman, Accuhealth (1994-
                                                         present), Trism, Inc. (1994-present), Realty Foundation of
                                                         New York (1972-present), and New York Housing Partnership
                                                         Development Corp. (1985-present). Vice Chairman, Academy of
                                                         Political Science (1985-present). Director/Trustee, Phoenix
                                                         Funds (1993-present). Trustee, Phoenix-Aberdeen Series Fund,
                                                         Phoenix Duff & Phelps Institutional Mutual Funds
                                                         (1996-present) and Phoenix-Seneca Funds (2000-present).
                                                         Director, Duff & Phelps Utilities Tax-Free Income Inc. and
                                                         Duff & Phelps Utility and Corporate Bond Trust Inc.
                                                         (1995-present). Chairman/Member, Audit Committee of the City
                                                         of New York (1981-1996). Advisory Director, Blackrock Fannie
                                                         Mae Mortgage Securities Fund (1989-1996) and Fund Directions
                                                         (1993-1998). Chairman, Financial Accounting Standards
                                                         Advisory Council (1992-1995).
----------------------------------------------------------------------------------------------------------------------

Harry Dalzell-Payne (71)          Trustee                Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat                                                 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Elmore Court                                             Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Elmore, GLOS GL2 6NT, UK                                 Funds (1999-present). Director, Duff & Phelps Utilities
                                                         Tax-Free Income Inc. and Duff & Phelps Utility and Corporate
                                                         Bond Trust Inc. (1995-present). Formerly a Major General of
                                                         the British Army.
----------------------------------------------------------------------------------------------------------------------

*Francis E. Jeffries (69)         Trustee                Director/Trustee, Phoenix Funds (1995-present). Trustee,
 8477 Bay Colony Dr.                                     Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
 Apt. 902                                                Institutional Mutual Funds (1996-present) and Phoenix-Seneca
 Naples, FL 34108                                        Funds (2000-present). Director, Duff & Phelps Utilities
                                                         Income Inc. (1987-present), Duff & Phelps Utilities Tax-Free
                                                         Income Inc. (1991-present) and Duff & Phelps Utility and
                                                         Corporate Bond Trust Inc. (1993-present). Director, The
                                                         Empire District Electric Company (1984-present). Director
                                                         (1989-1997), Chairman of the Board (1993-1997), President
                                                         (1989-1993), and Chief Executive Officer (1989-1995),
                                                         Phoenix Investment Partners, Ltd.
----------------------------------------------------------------------------------------------------------------------

</TABLE>


                                       9

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>
                                  POSITIONS HELD
NAME, ADDRESS AND AGE             WITH THE TRUST         PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------

Leroy Keith, Jr. (61)             Trustee                Chairman (1995-present) and Chief Executive Officer
Chairman                                                 (1995-1999), Carson Products Company. (1995-present).
Carson Products Company                                  Director/Trustee, Phoenix Funds (1980-present). Trustee,
64 Ross Road                                             Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Savannah, GA 30750                                       Institutional Mutual Funds (1996-present) and Phoenix-Seneca
                                                         Funds (2000-present). Director, Equifax Corp. (1991-present)
                                                         and 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.
----------------------------------------------------------------------------------------------------------------------

*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).
                                                         Trustee, Phoenix-Seneca Funds (1999-present). Director
                                                         (1983-present) and Chairman (1995-present), Phoenix
                                                         Investment Counsel, Inc. Director (1984-present) and
                                                         President (1990-1999), Phoenix Equity Planning Corporation.
                                                         Chairman and Chief Executive Officer, Phoenix/Zweig Advisers
                                                         LLC (1999-present). Director, PXRE Corporation (Delaware)
                                                         (1985-present) and World Trust Fund (1991-present). Director
                                                         and Executive Vice President, Phoenix Life and Annuity
                                                         Company (1996-present). Director and Executive Vice
                                                         President, PHL Variable Insurance Company (1995-present).
                                                         Director, Phoenix Charter Oak Trust Company (1996-present).
                                                         Director and Vice President, PM Holdings, Inc.
                                                         (1985-present). Director (1992-present) and President
                                                         (1992-1994), W.S. Griffith & Co., Inc. Director, PHL
                                                         Associates, Inc. (1995-present).
----------------------------------------------------------------------------------------------------------------------

Everett L. Morris (72)            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, Phoenix Duff & Phelps
                                                         Institutional Mutual Funds (1996-present) and Phoenix-Seneca
                                                         Funds (2000-present). Director, Duff & Phelps Utilities
                                                         Tax-Free Income Inc. (1991-present) and Duff & Phelps
                                                         Utility and Corporate Bond Trust Inc. (1993-present).
----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       10

<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>
                                  POSITIONS HELD
NAME, ADDRESS AND AGE             WITH THE TRUST         PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------

*James M. Oates (54)              Trustee                Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital
 Managing Director                                       Markets LLC) (1997-present). Managing Director, Wydown Group
 The Wydown Group                                        (1994-present). Director, Phoenix Investment Partners, Ltd.
 IBEX Capital Markets, Inc.                              (1995-present). Director/Trustee, Phoenix Funds
 60 State Street                                         (1987-present). Trustee, Phoenix-Aberdeen Series Fund,
 Suite 950                                               Phoenix Duff & Phelps Institutional Mutual Funds
 Boston, MA 02109                                        (1996-present) and Phoenix-Seneca Funds (2000-present).
                                                         Director, AIB Govett Funds (1991-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), Connecticut River Bancorp
                                                         (1998-present) and Endowment for Health (1999-present). Vice
                                                         Chairman, Massachusetts Housing-Partnership (1998-2000).
                                                         Director, Blue Cross and Blue Shield of New Hampshire
                                                         (1994-1999).
----------------------------------------------------------------------------------------------------------------------

Herbert Roth, Jr. (71)            Trustee                Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street                                          Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
P.O. Box 909                                             Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Sherborn, MA 01770                                       Funds (2000-present). Director, Boston Edison Company
                                                         (1978-present), Landauer, Inc. (medical services)
                                                         (1970-present), Tech Ops./Sevcon, Inc. (electronic
                                                         controllers) (1987-present), and Mark IV Industries
                                                         (diversified manufacturer) (1985-present). Member, Directors
                                                         Advisory Council, Phoenix Home Life Mutual Insurance Company
                                                         (1998-present). Director, Phoenix Home Life Mutual Insurance
                                                         Company (1972-1998).
----------------------------------------------------------------------------------------------------------------------

Richard E. Segerson (54)          Trustee                Managing Director, Northway Management Company
102 Valley Road                                          (1998-present). Director/Trustee, Phoenix Funds
New Canaan, CT 07840                                     (1993-present). Trustee, Phoenix-Aberdeen Series Fund,
                                                         Phoenix Duff & Phelps Institutional Mutual Funds
                                                         (1996-present) and Phoenix-Seneca Funds (2000-present).
                                                         Managing Director, Mullin Associates (1993-1998).
----------------------------------------------------------------------------------------------------------------------

Lowell P. Weicker, Jr. (69)       Trustee                Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue                                          Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Greenwich, CT 06830                                      Institutional Mutual Funds (1996-present) and Phoenix-Seneca
                                                         Funds (2000-present). Director, UST Inc. (1995-present),
                                                         HPSC Inc. (1995-present) Burroughs Wellcome Fund
                                                         (1996-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).
----------------------------------------------------------------------------------------------------------------------

</TABLE>


                                       11

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>
                                  POSITIONS HELD
NAME, ADDRESS AND AGE             WITH THE TRUST         PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------

Michael E. Haylon (42)            Executive              Director and Executive Vice President, Investments, Phoenix
                                  Vice                   Investment Partners, Ltd. (1995-present). Director
                                  President              (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). Executive Vice President,
                                                         Phoenix Funds (1993-present), Phoenix-Aberdeen Series Fund
                                                         (1996-present) and Phoenix-Seneca Funds (2000-present).
                                                         Executive Vice President (1997-present), Vice President
                                                         (1996-1997), Phoenix Duff & Phelps Institutional Mutual
                                                         Funds. Senior Vice President, Securities Investments,
                                                         Phoenix Home Life Mutual Insurance Company (1993-1995).
----------------------------------------------------------------------------------------------------------------------

John F. Sharry (48)               Executive              President, Retail Division (1999-present), Executive Vice
                                  Vice                   President, Retail Division (1997-1999), Phoenix Investment
                                  President              Partners, Ltd. President, Retail Division (1999-present),
                                                         Managing Director, Retail Distribution, (1995-1999) Phoenix
                                                         Equity Planning Corporation. Executive Vice President,
                                                         Phoenix Funds (1998-present), Phoenix-Aberdeen Series Funds
                                                         (1998-present) and Phoenix-Seneca Funds (2000-present).
                                                         Managing Director, Director and National Sales Manager,
                                                         Putnam Mutual Funds (1992-1995).
----------------------------------------------------------------------------------------------------------------------

James D. Wehr (43)                Senior                 Senior Vice President (1998-present), Managing Director,
                                  Vice                   Fixed Income (1996-1998), Vice President (1991-1996),
                                  President              Phoenix Investment Counsel, Inc. Senior Vice President
                                                         (1997-present), Vice President (1988-1997), Phoenix
                                                         Multi-Portfolio Fund; Senior Vice President (1997-present),
                                                         Vice President (1990-1997), Phoenix Series Fund; Senior Vice
                                                         President (1997-present), Vice President (1993-1997),
                                                         Phoenix-Goodwin California Tax Exempt Bonds, Inc., and Senior
                                                         Vice President (1997-present), Vice President (1996-1997),
                                                         Phoenix Duff & Phelps Institutional Mutual Funds. Senior Vice
                                                         President, Phoenix-Goodwin Multi-Sector Fixed Income Fund,
                                                         Inc., Phoenix-Goodwin Multi-Sector Short Term Bond Fund,
                                                         Phoenix-Oakhurst Income & Growth Fund and Phoenix-Oakhurst
                                                         Strategic Allocation Fund, Inc. (1997-present).
                                                         Managing Director, Public Fixed Income, Phoenix Home Life
                                                         Insurance Company(1991-1995).
----------------------------------------------------------------------------------------------------------------------

Steven L. Colton (41)             Vice                   Managing Director, Value Equities, Phoenix Investment
                                  President              Counsel, Inc. (1997-present). Vice President, The Phoenix
                                                         Edge Series Fund, Phoenix Series Fund (1997-present) and
                                                         Phoenix-Oakhurst Income & Growth Fund (1998-present). Vice
                                                         President/Senior Portfolio Manager, American Century
                                                         Investment Management (1987-1997). Portfolio Manager,
                                                         American Century/Benham Income & Growth Fund (1990-1997).
                                                         Portfolio Manager, American Century/Benham Equity Growth
                                                         Fund (1991-1996). Portfolio Manager, American Century/Benham
                                                         Utilities Income Fund (1993-1997).
----------------------------------------------------------------------------------------------------------------------

</TABLE>


                                       12

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>
                                  POSITIONS HELD
NAME, ADDRESS AND AGE             WITH THE TRUST         PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------

Robert Driessen (52)              Vice President and     Vice President and Compliance Officer, Phoenix Investment
                                  Assistant Secretary    Partners, Ltd. (1999-present) and Phoenix Investment
                                                         Counsel, Inc. (1999-present). Vice President, Phoenix Funds,
                                                         Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
                                                         Institutional Mutual Funds (1999-present) and Phoenix-Seneca
                                                         Funds (2000-present). Compliance Officer (2000-present) and
                                                         Associate Compliance Officer (1999), PXP Securities
                                                         Corporation. Vice President, Risk Management Liaison, Bank
                                                         of America (1996-1999). Vice President, Securities
                                                         Compliance, The Prudential Insurance Company of America
                                                         (1993-1996). Branch Chief/Financial Analyst, Securities and
                                                         Exchange Commission, Division of Investment Management
                                                         (1972-1993).
----------------------------------------------------------------------------------------------------------------------

William R. Moyer (55)             Vice                   Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd.           President              (1999-present), Senior Vice President and Chief Financial
P.O. Box 2200                                            Officer (1995-1999), Phoenix Investment Partners, Ltd.
Enfield, CT 06083-2200                                   (1995-present). Senior Vice President (1990-present), Chief
                                                         Financial Officer (1996-present), Finance (until 1996), and
                                                         Treasurer (1998-present and 1994-1996), 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. Treasurer (1999-present), Vice
                                                         President and Chief Financial Officer, Duff & Phelps
                                                         Investment Management Co. (1996-1999). Vice President,
                                                         Phoenix Funds (1990-present), Phoenix Duff & Phelps
                                                         Institutional Mutual Funds (1996-present) and Phoenix
                                                         Aberdeen Series Fund (1996-present). Executive Vice
                                                         President, Phoenix-Seneca Funds (2000-present). Vice
                                                         President, Investment Products Finance, Phoenix Home Life
                                                         Mutual Insurance Company (1990-1995). Senior Vice President,
                                                         Chief Financial Officer, W.S. Griffith & Co., Inc.
                                                         (1992-1995) and Townsend Financial Advisers, Inc.
                                                         (1993-1995).
----------------------------------------------------------------------------------------------------------------------

Nancy G. Curtiss (47)             Treasurer              Treasurer, Phoenix Funds (1994-present), Phoenix Duff &
                                                         Phelps Institutional Mutual Funds (1996-present),
                                                         Phoenix-Aberdeen Series Fund (1996-present) and
                                                         Phoenix-Seneca Funds (2000-present). Vice President, Fund
                                                         Accounting (1994-2000) and Treasurer (1996-2000), Phoenix
                                                         Equity Planning Corporation. Second Vice President and
                                                         Treasurer, Fund Accounting, Phoenix Home Life Mutual
                                                         Insurance Company (1994-1995). Various positions with
                                                         Phoenix Home Life Insurance Company (1987-1994).
----------------------------------------------------------------------------------------------------------------------

</TABLE>


                                       13

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>
                                  POSITIONS HELD
NAME, ADDRESS AND AGE             WITH THE TRUST         PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------

                                                         Vice President and General Manager, Phoenix Home Life Mutual
G. Jeffrey Bohne (52)             Secretary              Insurance Co. (1993-present). Senior Vice President
101 Munson Street                                        (1999-present), Vice President, Mutual Fund Customer Service
Greenfield, MA 01301                                     (1996-1999), Vice President, Transfer Agent Operations
                                                         (1993-1996), Phoenix Equity Planning Corporation.
                                                         Secretary/Clerk, Phoenix Funds (1993-present), Phoenix Duff
                                                         & Phelps Institutional Mutual Funds (1996-present),
                                                         Phoenix-Aberdeen Series Fund (1996-present) and
                                                         Phoenix-Seneca Funds (2000-present). Vice President, Home
                                                         Life of New York Insurance Company (1984-1992).
----------------------------------------------------------------------------------------------------------------------

</TABLE>

      For services rendered to the Fund for the fiscal year ended June 30, 2000,
the Trustees received aggregate remuneration of $15,535. For services on the
Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a
full-time employee of Phoenix or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and a fee of $2,500 per joint meeting of
the Boards. Each Trustee who serves on the Audit Committee receives a retainer
at the annual rate of $2,000 and a fee of $2,000 per joint Audit Committee
meeting attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and a fee of $1,000 per joint Nominating
Committee meeting attended. Each Trustee who serves on the Executive Committee
and who is not an interested person of the 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.
The foregoing fees do not include the reimbursement of expenses incurred in
connection with meeting attendance. Costs are allocated equally to each of the
series and funds within the fund complex. Officers and employees of Phoenix who
are interested persons are compensated by Phoenix and receive no compensation
from the Fund.

CURRENT BOARD COMMITTEES AND MEETINGS
      The Board of Trustees has an Audit Committee and a Nominating
Committee. The Audit Committee of the Fund consists of four of the Trustees who
are not interested persons of the Fund (i.e., the "Independent Trustees"). The
Audit Committee meets with the Fund's auditors to review the scope of the
auditing procedures, the adequacy of internal controls, compliance by the Fund
with the accounting, record keeping and financial reporting requirements of the
1940 Act, and the possible effect on Fund operations of any new or proposed tax
or other regulations applicable to investment companies. The Audit Committee
makes an annual recommendation concerning the appointment of auditors and
reviews and recommends policies and practices relating to principles to be
followed in the conduct of Fund operations. The Audit Committee reports the
results of its inquiries to the Board of Trustees. The Audit Committee currently
consists of E. Virgil Conway, Herbert Roth, Jr., Richard E. Segerson and Lowell
P. Weicker, Jr. The Audit Committee held four meetings during the fiscal year
ended June 30, 2000.

      The Nominating Committee consists of four Trustees who are not
interested persons of the Fund. It recommends to the Board of Trustees persons
to be elected as Trustees. During the fiscal year ended June 30, 2000, the
Nominating Committee held brief meetings as needed in conjunction with regular
quarterly executive sessions of the independent Trustees. The Nominating
Committee currently consists of Robert Chesek, Harry Dalzell-Payne, Leroy Keith
Jr. and Herbert Roth, Jr. It will consider individuals proposed by a shareholder
for election as a Trustee. Shareholders who wish to submit the name of any
individual must submit in writing a brief description of the proposed nominee's
business experience and other information relevant to the qualifications of the
individual to serve as a Trustee of the Fund.

      The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.

      The Board of Trustees held four meetings during the fiscal year ended June
30, 2000. Each Trustee, except Herbert Roth, Jr., was present for at least 75%
of the total number of meetings of the Board and of those committees of which
the Trustee was a member which were held during his tenure.

                                       14

<PAGE>

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

<TABLE>
<CAPTION>
                                                   PENSION OR               ESTIMATED         TOTAL COMPENSATION
                              AGGREGATE        RETIREMENT BENEFITS      ANNUAL BENEFITS       FROM FUND AND FUND
                             COMPENSATION      ACCRUED AS PART OF             UPON            COMPLEX (37 FUNDS)
NAME                           FROM FUND         FUND EXPENSES             RETIREMENT          PAID TO TRUSTEE
----                           --------          -------------             ----------          ---------------
<S>                             <C>               <C>                    <C>                       <C>
Robert Chesek                   $1,525                                                             $56,250
E. Virgil Conway(1)             $1,360                                                             $58,250
Harry Dalzell-Payne(1)          $1,725                                                             $74,500
Francis E. Jeffries             $1,500*                                                            $55,000
Leroy Keith, Jr.                $1,525             None for any           None for any             $56,250
Philip R. McLoughlin(1)         $    0               Trustee                Trustee                $     0
Everett L. Morris(1)            $1,500*                                                            $50,500
James M. Oates(1)               $1,600                                                             $60,750
Herbert Roth, Jr.(1)            $1,250                                                             $41,250
Richard E. Segerson             $1,800*                                                            $66,000
Lowell Weicker, Jr.             $1,750                                                             $62,750

</TABLE>

------------------
      *This compensation (and the earnings thereon) was deferred pursuant to the
Directors' Deferred Compensation Plan. At June 30, 2000, 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 $472,348.25, $197,344.74, $177,329.63 and $115,043.51,
respectively. At present, by agreement among the Fund, the Distributor and the
electing Trustee, Trustee 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.

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


      THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS
            THAT THE SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.


PROPOSED CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS (PROPOSALS 2-15)

      If all of the proposals are approved, the Fund will have fundamental
investment restrictions which are expected to become standard for all of the
Phoenix Funds. These proposed restrictions differ in certain respects from the
current fundamental investment restrictions. Phoenix believes that increased
standardization of fundamental investment restrictions will help to promote
operational efficiencies and facilitate monitoring of compliance with the
restrictions. Although the Fund will have additional flexibility to engage in
previously prohibited activities if the proposals are approved, Phoenix does not
presently anticipate that the use of different investment restrictions will have
any material impact on the investment techniques employed by the Fund. For a
more detailed comparison of the current and proposed fundamental investment
restrictions, see proposals 2-15 below.


                                   PROPOSAL 2

                  TO ADOPT A FUNDAMENTAL INVESTMENT RESTRICTION
                            REGARDING DIVERSIFICATION

      The Board of Trustees has proposed that the shareholders approve the
adoption of a fundamental investment restriction regarding diversification. The
Fund currently does not have a current fundamental investment restriction
regarding diversification.

      If Proposal 2 is approved, the following fundamental investment
restriction regarding diversification will be added:

        "The Fund may not, with respect to 75% of its total assets, purchase
        securities of an issuer (other than the U.S. Government, its agencies,
        instrumentalities or authorities or repurchase agreements collateralized
        by U.S. Government securities and other investment companies), if: (a)
        such purchase would, at the time, cause more than 5% of the Fund's total
        assets taken at market value to be invested in the securities of such
        issuer; or (b) such purchase would at the time result in more than 10%
        of the outstanding voting securities of such issuer being held by the
        Fund."

                                       15

<PAGE>


      Although the Fund does not have a fundamental investment restriction
regarding diversification, the Fund is a "diversified company" under the 1940
Act. The proposed restriction on diversification is consistent with the
definition of a "diversified company" in the 1940 Act.


                                   PROPOSAL 3

                 TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
                        REGARDING CONCENTRATION

      The Board of Trustees has proposed that the shareholders approve an
amendment to the fundamental investment restriction regarding concentration. The
current fundamental investment restriction regarding industry concentration
applicable to the Fund provides that:

        "The Fund may not 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."

      If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for the Fund:

        "The Fund may not purchase securities if, after giving effect to the
        purchase, more than 25% of its total assets would be invested in the
        securities of one or more issuers conducting their principal business
        activities in the same industry (excluding the U.S. Government, its
        agencies or instrumentalities)."

      Phoenix believes that the proposed fundamental investment restriction is
substantially similar to the Fund's current fundamental investment restriction.


                                   PROPOSAL 4

      TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING BORROWING

      The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding
borrowing. The current fundamental investment restriction regarding borrowing
states that:

        "The Fund may not 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."

      If Proposal 4 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing:

        "The Fund may not borrow money, except (i) in amounts not to exceed
        one-third of the value of the Fund's total assets (including the amount
        borrowed) from banks, and (ii) up to an additional 5% of its total
        assets from banks or other lenders for temporary purposes. For purposes
        of this restriction, (a) investment techniques such as margin purchases,
        short sales, forward commitments, and roll transactions, (b) investments
        in instruments such as futures contracts, swaps, and options and (c)
        short-term credits extended in connection with trade clearance and
        settlement, shall not constitute borrowing."

      The current fundamental investment restriction and the proposed
fundamental investment restriction provide that the Fund may borrow up to
one-third of the value of its assets (including the amount borrowed) from banks.
In addition, the proposed restriction provides that the Fund may borrow up to an
additional 5% of its assets for temporary purposes. The proposed restriction is
consistent with the limitations currently imposed on borrowing by mutual funds
under the 1940 Act. The current restriction prohibits the Fund from purchasing
securities while outstanding borrowings exceed 5% of the Fund's total assets.
The proposed restriction on borrowing provides greater flexibility to purchase
securities through borrowing (sometimes referred to as leveraging) in that it
does not contain any limitation on purchases of securities while borrowings are
outstanding. Any borrowing would exaggerate the effect on the Fund's net asset
value resulting from any increase or decrease in the market price of securities
in the Fund's portfolio and, therefore, may increase the volatility of the Fund.
Money borrowed will be subject to interest and other costs. These costs may
exceed the gain on securities purchased with borrowed funds.

                                       16

<PAGE>

                                   PROPOSAL 5

                TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS
                  REGARDING THE ISSUANCE OF SENIOR SECURITIES

      The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding the
issuance of senior securities. The current fundamental investment restriction
regarding senior securities provides that:

        "The Fund may not 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
        Statement of Additional Information."

      In addition, the Fund has a current fundamental investment restriction
which provides that the Fund may not issue senior equity securities.

      If Proposal 5 is approved, those two restrictions will be replaced with
the following single fundamental investment restriction:

        "The Fund may not issue "senior securities" in contravention of the 1940
        Act. Activities permitted by SEC exemptive orders or staff
        interpretations shall not be deemed to be prohibited by this
        restriction."

      The Fund is currently not permitted to issue senior securities, except to
the extent permitted by its investment restriction regarding borrowing and
certain foreign currency transactions. Under the proposed restriction, the Fund
will be prohibited from issuing senior securities in violation of the 1940 Act
but may engage in activities permitted by SEC exemptive orders or staff
interpretations. Mutual funds are generally prohibited from issuing "senior
securities." The SEC staff has previously permitted mutual funds to engage in
certain trading activities, subject to certain limitations, that could otherwise
be viewed as senior securities. The restriction clarifies that the Fund is
allowed to engage in these activities to the extent permitted by the SEC or the
SEC staff. Since the proposed restriction will provide the Fund with greater
flexibility to issue senior securities, the Fund may be subject to additional
costs and risks. For example, the costs of engaging in trading activities which
could be viewed as senior securities can reduce a fund's total return. In
addition, upon engaging in activities which could be viewed as senior
securities, the Fund could experience increased risks due to the effects of
leveraging.


                                   PROPOSAL 6

     TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING UNDERWRITING

      The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting states that:

        "The Fund may not 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)."

      If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:

        "The Fund may not underwrite the securities issued by other persons,
        except to the extent that, in connection with the disposition of
        portfolio securities, the Fund may be deemed to be an underwriter under
        applicable law."

     The proposed investment restriction on underwriting clarifies that the Fund
would not violate the restriction if it was deemed an underwriter simply as a
result of the sale of its portfolio securities under the 1933 Act or any other
applicable law. Phoenix believes the proposed restriction is substantially
similar to the existing restriction.

                                       17
<PAGE>



                                   PROPOSAL 7

                 TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
                       REGARDING INVESTING IN REAL ESTATE

      The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding
investing in real estate. The current fundamental investment restriction
regarding investing in real estate states that:

        "The Fund may not purchase or sell real estate."

      If Proposal 7 is approved, this restriction will be replaced with the
following fundamental investment restriction:

        "The Fund may not purchase or sell real estate, except that the Fund may
        (i) acquire or lease office space for its own use, (ii) invest in
        securities of issuers that invest in real estate or interests therein,
        (iii) invest in mortgage-related securities and other securities that
        are secured by real estate or interests therein, (iv) hold and sell real
        estate acquired by the Fund as a result of the ownership of securities."

      Under the Fund's current restriction, the Fund may not purchase or sell
real estate. The proposed restriction would clarify that the Fund is permitted
to invest in the securities of issuers that invest in real estate. The proposed
restriction would also permit the Fund to acquire or lease office space for its
own use and to hold and sell real estate acquired as a result of the ownership
of securities (for example, as the holder of a bond in a company that had gone
into bankruptcy). While Phoenix believes these possibilities are remote, this
change would provide useful flexibility should such events ever occur.


                                   PROPOSAL 8

                 TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
                       REGARDING INVESTING IN COMMODITIES

      The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding
commodities. The current fundamental investment restriction regarding
commodities provides that:

        "The Fund may not 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."

      If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction:

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

      The current restriction permits the Fund to purchase and sell certain
types of derivatives. The proposed restriction offers the Fund greater
flexibility in that it permits investments generally in financial derivatives as
opposed to a specific listing of permitted types of derivative instruments. The
proposed restriction permits the Fund to purchase and sell derivatives that have
a value tied to the value of a financial index, financial instrument or other
asset. These derivatives include, for example, options, futures contracts and
options on futures contracts. While the use of derivatives can guard against
potential risks, it can eliminate some opportunities for gains. The main risk
with derivatives is that some types can amplify a loss, potentially losing
substantially more money that the actual cost of the derivative. With some
derivatives, whether used for hedging or speculation, there is also the risk
that the counterparty may fail to honor its contract terms, causing a loss for
the Fund. The Fund's ability to engage in futures contracts and options on
futures will remain subject to applicable rules of the Commodity Futures Trading
Commission ("CFTC"). Under current CFTC rules, the Fund would not be permitted
to enter into a futures transaction if it would cause the aggregate amount of
initial margin deposit and related option premiums for non-hedging purposes to
exceed 5% of the value of its assets.

                                       18

<PAGE>



                                   PROPOSAL 9

                 TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION
                                REGARDING LENDING

      The Board of Trustees has proposed that the shareholders of the Fund
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending states
that:
        "The Fund may not lend money, except in connection with the acquisition
        of a portion of an issue of publicly distributed bonds, debentures or
        other corporate obligations."

      If Proposal 9 is approved, this restriction will be replaced with the
following fundamental investment restriction:

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

      Under the Fund's restriction on lending, the Fund is prohibited from
lending money, except in connection with the acquisition of a portion of an
issue of publicly distributed bonds, debentures or other corporate obligations.
The proposed lending restrictions offer greater flexibility in that the Fund is
permitted to engage in a broader scope of lending activities, including
securities lending. If the SEC staff were to provide greater flexibility to
mutual funds to engage in securities lending in the future, the Fund would also
be able to take advantage of that increased flexibility. The proposed
restriction would also permit the Fund to participate in an interfund lending
program with other registered investment companies. The current restriction does
not allow for interfund lending. Phoenix does not currently intend to establish
an interfund lending program.

                                   PROPOSAL 10

   TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING THE ISSUANCE
                OF SECURITIES FOR OTHER THAN CASH OR SECURITIES

      The Board of Trustees has proposed that the shareholders of the Fund
approve the elimination of the fundamental investment restriction regarding the
issuance of securities for other than cash or securities. The current
fundamental investment restriction provides that:

        "The Fund may not 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."

      If Proposal 10 is approved, this restriction will be eliminated.
Phoenix believes that this restriction should be eliminated given that the
restrictions on borrowing and senior securities adequately address the Fund's
ability to issue bonds and debentures.


                                   PROPOSAL 11

              TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION
                 REGARDING THE PURCHASE OF SECURITIES ON MARGIN

      The Board of Trustees has proposed that the shareholders of the Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of securities on margin. The current fundamental investment restriction
provides that:

        "The Fund may not 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."

                                       19

<PAGE>


      If Proposal 11 is approved, this restriction will be eliminated.
Phoenix believes this restriction was based on the requirements formerly imposed
by state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.


                                   PROPOSAL 12

   TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING SHORT SALES

      The Board of Trustees has proposed that the shareholders of the Fund
approve the elimination of the fundamental investment restriction regarding
short sales. The current fundamental investment restriction states that:

        "The Fund may not 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."

      If Proposal 12 is approved, this restriction will be eliminated.
Phoenix believes this restriction was based on the requirements of state "blue
sky" regulators as a condition to registration. These state law requirements are
no longer applicable to mutual funds.


                                   PROPOSAL 13

              TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION
              REGARDING INVESTMENTS IN OTHER INVESTMENT COMPANIES

      The Board of Trustees has proposed that the shareholders of the Fund
approve the elimination of the fundamental investment restriction regarding
investing in other investment companies. The current fundamental investment
restriction states that:

        "The Fund may not invest in securities of other investment companies
        except to the extent permitted by the 1940 Act."

      If Proposal 13 is approved, this restriction will be eliminated.
Phoenix believes this restriction was based on the requirements formerly imposed
by state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds. However, the Fund would
remain subject to limitations on investments in other registered investment
companies imposed on all mutual funds under the 1940 Act.


                                   PROPOSAL 14

      TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTING
        IN COMPANIES FOR THE PURPOSE OF EXERCISING CONTROL OR MANAGEMENT

      The Board of Trustees has proposed that the shareholders of the Fund
approve the elimination of the fundamental investment restriction regarding
investing in companies for the purpose of exercising control or management. The
current fundamental investment restriction states that:

        "The Fund may not invest in companies for the purpose of exercising
        control or management."

      If Proposal 14 is approved, this prohibition will be eliminated.
Phoenix believes this restriction was based on the requirements formerly imposed
by state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.


                                   PROPOSAL 15

              TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION
                 REGARDING THE ISSUANCE OF BONDS AND DEBENTURES

      The Board of Trustees has proposed that the shareholders of the Fund
approve the elimination of the investment restriction regarding the issuance of
bonds and debentures. The current fundamental investment restricts states that:

        "The Fund may not issue bonds, debentures or other senior securities."

                                       20

<PAGE>

      If Proposal 15 is approved, this prohibition will be eliminated.
Phoenix believes that this restriction should be eliminated given that the
restrictions on borrowing and senior securities adequately address the Fund's
ability to issue bonds and debentures.

      THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS
              THAT THE SHAREHOLDERS APPROVE PROPOSALS 2 THROUGH 15.

INVESTMENT ADVISER, SUBADVISER, UNDERWRITER AND FINANCIAL AGENT
      Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford,
Connecticut 06115-0480 is the Fund's investment adviser. Aberdeen Fund Managers
Inc., 1 Financial Plaza, Suite 2210, Fort Lauderdale, FL 33394 is subadviser to
the Fund.

      Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Fund's underwriter and as
the Fund's financial agent (administrator).

OTHER BUSINESS
      The Board of Trustees of the Fund knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the shareholders of the Fund arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Fund and the shareholders of the Fund.

      The Fund does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Trustees of
the Fund unless and until such time as less than a majority of the Trustees
holding office have been elected by the shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of the Fund should send their written
submissions to the principal executive offices of the Fund at 101 Munson Street,
Greenfield, Massachusetts 01301.


                                       21


<PAGE>



                                   APPENDIX A


                  FORM OF AGREEMENT AND PLAN OF REORGANIZATION

      THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this__ day of _______, 2000, by and between Phoenix-Aberdeen Worldwide
Opportunities Fund, a Massachusetts business trust (the "Predecessor Trust"), on
behalf of the Phoenix-Aberdeen Worldwide Opportunities Fund series (the
"Predecessor Fund"), and Phoenix-Aberdeen Worldwide Opportunities Fund, a
Delaware business trust (the "Successor Trust"), on behalf of the
Phoenix-Aberdeen Worldwide Opportunities Fund series (the "Successor Fund").

      All references in this Agreement to action taken by the Predecessor Fund
or the Successor Fund shall be deemed to refer to action taken by the
Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective portfolio series.

      This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all of
its assets to the Successor Fund, in exchange solely for shares of beneficial
interest in the Successor Fund ("New Shares") having a net asset value equal to
the net asset value of the Predecessor Fund, the assumption by the Successor
Fund of all the liabilities of the Predecessor Fund, and the distribution of the
New Shares to the shareholders of the Predecessor Fund in complete liquidation
of the Predecessor Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.

      WHEREAS, the Predecessor Trust and the Successor Trust are each open-end,
registered investment companies of the management type; and

      WHEREAS, the Board of Trustees of the Predecessor Trust and the Board of
Trustees of the Successor Trust have determined that it is in the best interest
of the Predecessor Trust and the Successor Trust, respectively, that the assets
of the Predecessor Trust be acquired by the Successor Trust pursuant to this
Agreement and in accordance with the applicable statutes of the Commonwealth of
Massachusetts and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;

      NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

1.    PLAN OF REORGANIZATION
      1.1  Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Predecessor Trust
agrees to transfer all of the assets of the Predecessor Fund, as set forth in
paragraph 1.2, to the Successor Fund, and the Successor Trust agrees in exchange
therefore: (i) to deliver to the Predecessor Trust a number of full and
fractional New Shares of each class of the Successor Fund equal to the number of
shares of the corresponding class of the Predecessor Fund as of the time and
date set forth in Article 2, and (ii) to assume all the liabilities of the
Predecessor Fund, as set forth in paragraph 1.2. Such transactions shall take
place at the closing provided for in paragraph 2.1 (the "Closing").

      1.2  The assets of the Predecessor Fund to be acquired by the Successor
Fund shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the closing
date provided in paragraph 2.1 (the "Closing Date"). All liabilities, expenses,
costs, charges and reserves of the Predecessor Fund, to the extent that they
exist at or after the Closing, shall after the Closing attach to the Successor
Fund and may be enforced against the Successor Fund to the same extent as if the
same had been incurred by the Successor Fund.

      1.3  Immediately upon delivery to the Predecessor Fund of the New Shares,
the Predecessor Fund, as the then sole shareholders of the Successor Fund, shall
(i) with the exception of Calvin J. Pedersen, elect as trustees of the Trust the
persons who currently serve as Trustees of the Predecessor Trust; (ii) approve
an Investment Management Agreement between the Successor Trust, on behalf of the
Successor Fund, and Phoenix Investment Counsel, Inc. (the "Investment Manager"),
(iii) approve a Subadvisory Agreement by and between the Investment Manager, on
behalf of the Fund, and Aberdeen Fund Managers Inc., and (iv) ratify the
selection of PricewaterhouseCoopers LLP as the independent accountants of the
Successor Fund.


<PAGE>



      1.4  Immediately following the action contemplated by paragraph 1.3, the
Predecessor Fund will distribute to its shareholders of record, determined as of
immediately after the close of business on the Closing Date (the "Current
Shareholders"), the corresponding New Shares received by the Predecessor Trust
pursuant to paragraph 1.1. Such distribution and liquidation will be
accomplished by the transfer of the New Shares then credited to the accounts of
the Predecessor Fund on the books of the Successor Fund to open accounts on the
share records of the Successor Fund in the names of the Current Shareholders and
representing the respective pro rata number of the New Shares of the
corresponding class due such shareholders. All issued and outstanding shares of
the Predecessor Fund will simultaneously be canceled on the books of the
Predecessor Trust, although share certificates representing interests in the
Predecessor Trust will represent a number of New Shares after the Closing Date
as determined in accordance with paragraph 2.2. The Successor Fund shall not
issue certificates representing the New Shares in connection with such exchange.
Ownership of New Shares will be shown on the books of the Successor Trust's
transfer agent. As soon as practicable after the Closing, the Predecessor Trust
shall take all steps necessary to effect a complete liquidation of the
Predecessor Fund and shall file such instruments, if any, as are necessary to
effect the dissolution of the Predecessor Trust and shall take all other steps
necessary to effect such dissolution.

2.    CLOSING AND CLOSING DATE
      2.1  The Closing Date shall be the second Friday that is a full business
day following satisfaction (or waiver as provided herein) of all of the
conditions set forth in Articles 4 of this Agreement (other than those
conditions which may by their terms be satisfied only at the Closing), or such
later date as the parties may agree to in writing. All acts taking place at the
Closing shall be deemed to take place simultaneously as of immediately after the
close of business on the Closing Date unless otherwise agreed to by the parties.
The close of business on the Closing Date shall be as of 4:00 p.m. New York
Time. The Closing shall be held at the offices of Phoenix Investment Counsel,
Inc. ("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such
other time and/or place as the parties may agree.

      2.2  The Predecessor Trust shall cause Phoenix Equity Planning Corporation
(the "Transfer Agent"), transfer agent of the Predecessor Fund, to deliver at
the Closing a certificate of an authorized officer stating that its records
contain the names and addresses of the Current Shareholders and the number and
percentage ownership of outstanding shares of the Predecessor Fund and the class
of the Predecessor Fund owned by each such shareholder immediately prior to the
Closing. The Successor Fund shall issue and deliver a confirmation evidencing
the New Shares to be credited on the Closing Date to the Secretary of the
Predecessor Trust or provide evidence satisfactory to the Predecessor Trust that
such New Shares have been credited to the accounts of the Predecessor Fund on
the books of the Successor Fund. At the Closing, each party shall deliver to the
other such bills of sales, checks, assignments, share certificates, if any,
receipts or other documents as such other party or its counsel may reasonably
request.

3.    REPRESENTATIONS AND WARRANTIES
      3.1  The Predecessor Trust, on behalf of the Predecessor Fund, hereby
represents and warrants to the Successor Fund as follows:

           (i)   the Predecessor Trust is duly organized, validly existing and
in good standing under the laws of the Commonwealth of Massachusetts and has
full power and authority to conduct its business as presently conducted;

           (ii)  the Predecessor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of the
Predecessor Fund;

           (iii) the execution and delivery of this Agreement on behalf of
the Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Predecessor Trust or the shareholders of the Predecessor Fund (other than as
contemplated in paragraph 4.1(vi) are necessary to authorize this Agreement and
the transactions contemplated hereby;

           (iv)  this Agreement has been duly executed by the Predecessor
Trust on behalf of the Predecessor Fund and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;

           (v)   neither the execution and delivery of this Agreement by the
Predecessor Trust on behalf of the Predecessor Fund, nor the consummation by the
Predecessor Trust on behalf of the Predecessor Fund of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both) a breach of or default under,
the Declaration of Trust or By-Laws of the Predecessor Trust, as each may be
amended,


                                      A-2


<PAGE>

or any statute, regulation, order, judgment or decree, or any instrument,
contract or other agreement to which the Predecessor Trust is a party or by
which the Predecessor Trust or any of its assets is subject or bound; and

           (vi)  no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Predecessor Trust on behalf of the
Predecessor Fund or the consummation of any transactions contemplated hereby by
the Predecessor Trust, other than as shall be obtained at or prior to the
Closing.

      3.2  The Successor Trust, on behalf of the Successor Fund, hereby
represents and warrants to the Predecessor Fund as follows:

           (i)   The Successor Trust is duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full power and
authority to conduct its business as presently conducted;

           (ii)  the Successor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of the Successor
Fund;

           (iii) the execution and delivery of this Agreement on behalf of
the Successor Fund and the consummation of the transactions contemplated hereby
are duly authorized and no other proceedings on the part of the Successor Trust
or the shareholders of the Successor Fund are necessary to authorize this
Agreement and the transactions contemplated hereby;

           (iv)  this Agreement has been duly executed by the Successor Trust
on behalf of the Successor Fund and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;

           (v)   neither the execution and delivery of this Agreement by the
Successor Trust on behalf of the Successor Fund, nor the consummation by the
Successor Trust on behalf of the Successor Fund of the transactions contemplated
hereby will conflict with, result in a breach or violation of or constitute (or
with notice, lapse of time or both constitute) a breach of or default under, the
Master Trust Agreement (the "Master Trust Agreement") or By-Laws of the
Successor Trust, as each may be amended, or any statute, regulation, order,
judgment or decree, or any instrument, contract or other agreement to which the
Successor Trust is a party or by which the Successor Trust or any of its assets
is subject or bound; and

           (vi)  no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Successor Trust on behalf of the Successor
Fund or the consummation of any transactions contemplated hereby by the
Successor Trust, other than as shall be obtained at or prior to the Closing.

4.    CONDITIONS PRECEDENT
      4.1  The obligations of the Predecessor Trust on behalf of the Predecessor
Fund and the Successor Trust on behalf of the Successor Fund to effectuate the
Reorganization shall be subject to the satisfaction of the following conditions:

           (i)   The Successor Trust shall have succeeded to the registration
statement of the Predecessor Trust on Form N-1A under the Securities Act of
1933, as amended (the "Securities Act") and such amendment or amendments thereto
as are determined by the Board of Trustees of the Successor Trust to be
necessary and appropriate to effect the registration of the New Shares (the
"Post-Effective Amendment"), shall have been filed with the Securities and
Exchange Commission (the "Commission") and the Post-Effective Amendment shall
have become effective, and no stop-order suspending the effectiveness of the
Post-Effective Amendment shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened by the Commission (and not
withdrawn or terminated);

           (ii)  The applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;

           (iii) All representations and warranties of the Predecessor Trust
on behalf of the Predecessor Fund contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Successor Trust on
behalf of the Successor Fund shall have received a certificate of an officer of
the Predecessor Trust acting on behalf of the Predecessor Fund to that effect in
form and substance reasonably satisfactory to the Successor Trust on behalf of
the Successor Fund;

                                      A-3

<PAGE>


           (iv)  All representations and warranties of the Successor Trust on
behalf of the Successor Fund contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Trust on
behalf of the Predecessor Fund shall have received a certificate of an officer
of the Successor Trust acting on behalf of the Successor Fund to that effect in
form and substance reasonably satisfactory to the Predecessor Trust on behalf of
the Predecessor Fund;

           (v)   The Predecessor Trust on behalf of the Predecessor Fund and
the Successor Trust on behalf of the Successor Fund shall have received an
opinion from Goodwin, Procter & Hoar LLP regarding certain tax matters in
connection with the Reorganization; and

           (vi)  A vote approving this Agreement shall have been adopted by at
least a majority of the outstanding Class A, Class B and Class C shares of the
Predecessor Fund, all classes voting together, entitled to vote at a special
meeting of shareholders of the Predecessor Fund duly called for such purpose
(the "Special Meeting").

5.    EXPENSES
      5.1  The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.

      5.2  All of the costs of solicitation of proxies, including the cost of
the proxy solicitation firm, printing and mailing costs, shall be borne by the
Successor Fund. All of the remaining expenses and costs of the Reorganization
and the transactions contemplated thereby shall be borne by Phoenix Investment
Partners, Ltd.

6.    ENTIRE AGREEMENT
      The Successor Trust and the Predecessor Trust agree that neither party has
made any representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties.

7.    TERMINATION
      This Agreement and the transactions contemplated hereby may be terminated
and abandoned by either party by resolution of the party's Board of Trustees, at
any time prior to the Closing Date, if circumstances should develop that, in the
opinion of such Board, make proceeding with the Agreement inadvisable. In the
event of any such termination, there shall be no liability for damages on the
part of either the Successor Trust or the Predecessor Trust, or their respective
Trustees or officers, to the other party.

8.    AMENDMENTS
      This agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.

9.    NOTICES
      Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.

10.   HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
      10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.

      10.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

      10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

                                      A-4

<PAGE>


      10.5 It is expressly agreed that the obligations of the Predecessor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents, or employees of the Predecessor Trust personally, but shall
bind only the trust property of the Predecessor Trust, as provided in the
charter of the Predecessor Trust. The execution and delivery by such officers of
the Predecessor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Predecessor Trust as provided in the
Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a series
company with a single series and has entered into this Agreement on behalf of
the Predecessor Fund. With respect to any obligation of the Predecessor Trust
arising hereunder, the Successor Trust and the Successor Fund shall look for
payment or satisfaction of such obligations solely to the assets and property of
the Predecessor Fund.

      10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a series
company with a single series and has entered into this Agreement on behalf of
the Successor Fund. With respect to any obligation of the Successor Trust
arising hereunder, the Predecessor Fund and the Predecessor Trust shall look for
payment or satisfaction of such obligations solely to the assets and property of
the corresponding Successor Fund.

      10.7 The sole remedy of a party hereto for a breach of any representation
or warranty made in this Agreement by the other party shall be an election by
the non-breaching party not to complete the transactions contemplated herein.

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its President or Vice President.




<TABLE>
<CAPTION>
<S>                                         <C>

ATTEST                                      PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND,
                                            a Massachusetts business trust


Name: ___________________________           By: _______________________________________
Title:                                      Name:
                                            Title:




ATTEST                                      PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND,
                                            a Delaware business trust


Name: ___________________________           By: _______________________________________
Title:                                      Name:
                                            Title:
</TABLE>




                                      A-5



<PAGE>




                                PHOENIX-ABERDEEN
                          WORLDWIDE OPPORTUNITIES FUND
                                101 MUNSON STREET
                         GREENFIELD, MASSACHUSETTS 01301

                  PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                                OCTOBER 12, 2000


                                      PROXY

      The undersigned shareholder of Phoenix-Aberdeen Worldwide Opportunities
Fund, a Massachusetts business trust (the "Fund"), revoking any and all previous
proxies heretofore given for shares of the Fund held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and each of them,
proxies and attorneys of the undersigned, with power of substitution to each,
for and in the name of the undersigned to vote and act upon all matters (unless
and except as expressly limited below) at the Special Meeting of Shareholders of
the Fund to be held on October 12, 2000 at the offices of the Fund, 101 Munson
Street, Greenfield, Massachusetts, and at any and all adjournments thereof, with
respect to all shares of the Fund for which the undersigned is entitled to
provide instructions or with respect to which the undersigned would be entitled
to provide instructions or act with all the powers the undersigned would possess
if personally present and to vote with respect to specific matters as set forth
below. Any proxies heretofore given by the undersigned with respect to said
meeting are hereby revised.

      To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.

      This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for one or more Proposals, this proxy will be voted "FOR" any
and all such Proposals.

               THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
                  TRUSTEES OF THE FUND WHICH RECOMMENDS A VOTE
                              "FOR" THE PROPOSALS


<PAGE>


                                                                 ACCOUNT NUMBER:

                                                                         SHARES:
                                                                    CONTROL NO.:

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

                       KEEP THIS PORTION FOR YOUR RECORDS
                       DETACH AND RETURN THIS PORTION ONLY

              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

VOTE ON PROPOSALS

REORGANIZATION OF FUND

<TABLE>
<CAPTION>
<S>   <C>                                                                <C>          <C>          <C>
1.    To approve an Agreement and Plan of Reorganization which           For          Against      Abstain
      provides for the reorganization of Phoenix-Aberdeen Worldwide      [ ]          [ ]          [ ]
      Opportunities Fund as a Delaware business trust

CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
      If you wish to vote on the following fourteen proposals            For          Against      Abstain on
      collectively, to change the fundamental investment restrictions    Proposals    Proposals    Proposals
      of the Fund, vote here:                                            2-15         2-15         2-15
                                                                         [ ]          [ ]          [ ]

      If you wish to vote on the following fourteen proposals
      individually, vote below:

2.    To amend the fundamental investment restriction regarding          For          Against      Abstain
      diversification.                                                   [ ]          [ ]          [ ]

3.    To amend the fundamental investment restriction regarding          For          Against      Abstain
      concentration.                                                     [ ]          [ ]          [ ]

4.    To amend the fundamental investment restriction regarding          For          Against      Abstain
      borrowing.                                                         [ ]          [ ]          [ ]

5.    To amend the fundamental investment restrictions regarding the     For          Against      Abstain
      issuance of senior securities.                                     [ ]          [ ]          [ ]

6.    To amend the fundamental investment restriction regarding          For          Against      Abstain
      underwriting.                                                      [ ]          [ ]          [ ]

7.    To amend the fundamental investment restriction regarding          For          Against      Abstain
      investing in real estate.                                          [ ]          [ ]          [ ]

8.    To amend the fundamental investment restriction regarding          For          Against      Abstain
      investing in commodities.                                          [ ]          [ ]          [ ]

9.    To amend the fundamental investment restriction regarding          For          Against      Abstain
      lending.                                                           [ ]          [ ]          [ ]

10.   To eliminate the fundamental restriction regarding the issuance    For          Against      Abstain
      of securities for other than cash or securities.                   [ ]          [ ]          [ ]

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>   <C>                                                                <C>          <C>          <C>

11.   To eliminate the fundamental investment restriction regarding      For          Against      Abstain
      the purchase of securities on margin.                              [ ]          [ ]          [ ]

12.   To eliminate the fundamental restriction regarding short sales.    For          Against      Abstain
                                                                         [ ]          [ ]          [ ]

13.   To eliminate the fundamental investment restriction regarding      For          Against      Abstain
      the purchase of securities of other investment companies.          [ ]          [ ]          [ ]

14.   To eliminate the fundamental investment restriction regarding      For          Against      Abstain
      the making ofinvestments in companies for the purpose of           [ ]          [ ]          [ ]
      exercising control or management

15.   To eliminate the fundamental investment restriction regarding      For          Against      Abstain
      the issuance of bonds and debentures.                              [ ]          [ ]          [ ]

TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
</TABLE>


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY;
BUT IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S).
WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN,
OR CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.

THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.


----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX)  Date    Signature (Joint Owners)     Date





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