PHOENIX OAKHURST STRATEGIC ALLOCATION FUND INC, 485APOS, 2000-03-01

PHOENIX OAKHURST STRATEGIC ALLOCATION FUND INC
485APOS, 2000-03-01

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As filed with the Securities and Exchange Commission on March 1, 2000.

Registration Nos. 33-9069
811-1442
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM N-1A
REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933 [x]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 19 [x]

AND/OR
REGISTRATION STATEMENT
UNDER

THE INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 20 [x]
(CHECK APPROPRIATE BOX OR BOXES)

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

PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

101 Munson Street, Greenfield, Massachusetts 01301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
C/O PHOENIX EQUITY PLANNING CORPORATION

(800) 243-1574
(REGISTRANT'S TELEPHONE NUMBER)

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

Pamela S. Sinofsky
Assistant Vice President and
Assistant Counsel

Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on pursuant to paragraph (b)
[x] 60 days after filing pursuant to paragraph (a)(1)
[ ] on pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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

<PAGE>

PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC.
CROSS REFERENCE SHEET PURSUANT TO RULE 495(A)

PART A
INFORMATION REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>

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

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

PART B
INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION

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

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

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

<PAGE>

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

Investment Risk and Return Summary.............. 1
Fund Expenses................................... 4
Investment Strategies........................... 5
Risks Related to Investment Strategies.......... 8
Management of the Fund.......................... 11
Pricing of Fund Shares.......................... 12
Sales Charges................................... 13
Your Account.................................... 15
How to Buy Shares............................... 16
How to Sell Shares.............................. 16
Things You Should Know When Selling Shares...... 17
Account Policies................................ 18
Investor Services............................... 19
Tax Status of Distributions..................... 20
Financial Highlights............................ 21
Additional Information.......................... 23

[triangle] Phoenix-
Oakhurst
Strategic
Allocation
Fund, Inc.

<PAGE>

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

Phoenix-Oakhurst Strategic Allocation Fund, Inc. has an investment objective to
provide the highest total return consistent with reasonable risk. There is no
guarantee that the fund will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES

[arrow] The fund will invest principally in stocks, bonds and other debt
securities, including obligations issued by corporations, governments
and municipalities, and money market instruments. The fund may invest
any amount or proportion of assets in each of these three types of
securities. The adviser may adjust the mix of investments when, in the
adviser's opinion, an adjustment will enable the fund to capitalize on
perceived variations in return potential based upon changes in economic
and market conditions.

[arrow] The adviser first determines which industries it believes have the
greatest return potential and then identifies the amount and proportion
of assets to be invested in each. Quantitative and fundamental analysis
is then used to determine which securities to buy and sell. Stocks go
through a quantitative screening process where they are ranked on a
number of factors, including earnings acceleration, earning revisions,
relative strength and valuation. Stocks that the adviser believes are
capable of producing long-term and have sustainable above average
earnings growth relative to their cost are then selected for fund
investment.

[arrow] Bonds are analyzed with the adviser seeking those that are undervalued
based on factors such as management of the company, company strategy,
earnings coverage of interest, cash flow, liquidity and financial
flexibility.

[arrow] The adviser attempts to manage interest rate risk by using a duration
neutral strategy. Duration measures the expected life of a debt
security by assessing and weighting the present value of the security's
payment pattern. By maintaining the duration of the fixed income
portion of the fund at a level similar to that of the Lehman Brothers
Aggregate Bond Index, one of the components of the Balanced Benchmark,
its benchmark, the adviser believes that the fund's exposure to
interest rate risk is reduced as compared to a fund that actively
pursues a strategy to invest based on predictions of future interest
rate changes.

[arrow] Debt securities considered for fund investment may be of any maturity,
however, the adviser attempts to maintain a debt security maturity
composition similar to that of the Lehman Brothers Aggregate Bond
Index. Maturity composition refers to the percentage of debt securities
with a certain maturity as compared to the total number of debt
securities in the portfolio.

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 1
<PAGE>

[arrow] Debt investments will generally be in the four highest credit rating
categories.

[arrow] Stocks that have dropped 15% or more in value relative to the S&P 500
Index, that are in the bottom 20% of their quantitative ranking or that
have reached the adviser's target sell price are analyzed for potential
sale out of the fund's portfolio. The adviser generally sells bonds
when it believes the issue has realized its value and to take advantage
of attractive values in other types of securities.

[arrow] The fund may invest up to 25% of its net assets in securities of
foreign (non-U.S.) issuers.

PRINCIPAL RISKS

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

Conditions affecting the overall economy or specific industries or companies in
which the fund invests can be worse than expected. As a result, the value of
your shares may decrease. If the adviser misjudges the return potential of fixed
income securities, or the ability of issuers to make scheduled principal and
interest payments, the fund's returns may be lower than prevailing returns and
the fund's income available for distribution may be less than other funds.
Neither the fund nor the adviser can assure you that a particular level of
income will consistently be achieved.

Generally, the value of debt securities is inversely related to changes in
interest rates. If interest rates rise, the value of debt securities will fall.
This may cause the value of your shares to decrease.

Securities with longer maturities may be subject to greater price fluctuations
due to interest rates, tax laws and other general market factors than securities
with shorter maturities.

Debt securities in lower credit rating categories have a greater risk that the
issuer will not pay interest and principal payments on time or that they will
not be paid at all.

Fund investments in foreign countries may be subject to political and economic
uncertainty, and less public information about investments may negatively impact
the fund's portfolio. Some investments may be made in currencies other than U.S.
dollars that will fluctuate in value as a result of changes in the currency
exchange rate. Foreign markets and currencies may not perform as well as U.S.
markets.

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Oakhurst Strategic Allocation Fund, Inc. The bar chart shows
changes in the fund's Class A Shares performance from year to year over a
10-year period.(1) The table below shows how the fund's average annual returns
compare to those of a broad-based securities market index. The fund's past
performance is not necessarily an indication of how the fund will perform in the
future.

2 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

STRATEGIC ALLOCATION FUND

[Graphic Omitted]

CALENDAR YEAR ANNUAL RETURN (%)
1990 4.45
1991 28.62
1992 10.32
1993 10.49
1994 -2.26
1995 18.23
1996 8.78
1997 20.68
1998 20.38
1999

(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was ____% (quarter ending _____)
and the lowest return for a quarter was ____% (quarter ending ___________). Year
to date performance (through March 31, 2000) is ___%.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Life of the Fund(2)
Average Annual Total Returns ---------------------------
(for the periods ending 12/31/99)(1) One Year Five Years Ten Years Class A Class B
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class A Shares _____% _____% _____% _____% --
- ------------------------------------------------------------------------------------------------------------------
Class B Shares _____% _____% N/A -- _____%
- ------------------------------------------------------------------------------------------------------------------
Balanced Benchmark(3) _____% _____% _____% _____% _____%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) Class A Shares since January 29, 1982 and Class B Shares since October 24,
1994.

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

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 3
<PAGE>

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

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

<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------ ------
<S> <C> <C>

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 5.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(a)
Maximum Sales Charge (load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None
-----------------------------------------------
CLASS A CLASS B
SHARES SHARES
------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.65% 0.65%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses % %
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES % %
==== ====
- ----------
</TABLE>

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

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

EXAMPLE

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

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

4 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

- --------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------

Class A $ $ $ $
- --------------------------------------------------------------------------------

Class B $ $ $ $
- --------------------------------------------------------------------------------

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

Class B $ $ $ $
- --------------------------------------------------------------------------------

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

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

The fund will invest principally in the following three types of investments:

Stocks. The fund seeks current income and capital appreciation over the
long term from investment in stocks. Stocks may be selected by the adviser
for their current income potential and/or for their capital appreciation
potential.

Bonds and other debt securities. The fund seeks current income and capital
appreciation on an annual basis through investment in bonds and debt
securities. Bonds and debt securities in which the fund may invest include:

o Corporate debt obligations rated within the four highest rating
categories;

o Obligations issued, sponsored, assumed or guaranteed as to principal
and interest by the U.S. Government, its agencies or
instrumentalities,

o Debt securities issued or guaranteed by a national or state bank or
bank holding company rated within the three highest rating
categories, and certificates of deposits of such banks.

If a security drops below investment grade, the fund is not obligated to
dispose of it.

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 5
<PAGE>

Money market instruments. The fund seeks current income through investment
in money market instruments. Money market instruments in which the fund may
invest include:

o Obligations issued or guaranteed by the U.S. Government, its
agencies, authorities or instrumentalities including Treasury
obligations and, among others, securities issued by the Federal
Housing Administration, Department of Housing and Urban Development,
the Export-Import Bank, the General Services Administration and the
Maritime Administration, Farmers Home Administration, the Small
Business Administration and securities issued by the Government
National Mortgage Association (GNMAs) and Federal National Mortgage
Association (FNMAs).

GNMAs are, and FNMAs include, mortgage-backed securities. Mortgage
pass-through securities are interests in pools of mortgage loans,
assembled and issued by various governmental, government-related,
and private organizations. These securities provide a monthly
payment consisting of both principal and interest payments. In
effect, these payments are a "pass through" of the monthly payments
made by individual borrowers on their residential or commercial
mortgage loans. Additional payments on mortgage securities are
caused by repayment of principal resulting from the sale of the
underlying property, refinancing or foreclosure. These prepayments
are difficult to predict. This variability of prepayments will tend
to limit price gains when interest rates drop and exaggerate price
declines when interest rates rise as the price of mortgage-backed
securities are inversely affected by changes in interest rates.

o Obligations issued by U.S. banks and savings and loans, including
bankers' acceptances, certificates of deposit and time deposits,

o Commercial paper and other short-term corporate obligations; and

o Repurchase agreements.

The fund may invest any amount or proportion of assets in the categories above.
The adviser may adjust the mix of investments when, in the adviser's opinion, an
adjustment will enable the fund to capitalize on perceived variations in return
potential based upon changes in economic and market conditions. The fund,
therefore, may experience a higher turnover rate. A high turnover rate may
increase costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax liability to you.

To select stocks for fund investment, the adviser first determines which
industries, such as health care, technology, and energy, it believes have the
greatest growth potential given the adviser's future economic outlook. Next, the
adviser identifies the amount and proportion of assets to be invested in each
such industry. Using quantitative and fundamental analysis, the adviser
determines which stocks to buy and sell within each industry given its asset
allocation. Stocks go through a quantitative screening process where they are
ranked on a number of factors, including earnings acceleration, earning
revisions, relative strength and valuation. From these, the top 10% are analyzed
for potential fund investment. The adviser's analysis includes such activities
as developing earnings models, visiting companies, analyzing industry

6 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

information and seeking information from other research firms. Companies that
the adviser believes are capable of producing long-term and above-average
sustainable earnings growth relative to their cost are then selected for fund
investment.

To select bonds for portfolio investment, the adviser first seeks to identify
the types of debt securities for investment. The adviser will analyze the
various types of debt securities, including Treasuries, asset-backed, corporate
bonds, foreign government, foreign corporate bonds and municipal securities to
determine those that the adviser believes have relative value as compared to
other types of securities. Determining relative value involves ranking security
types based on the difference between the price you pay to purchase the security
type as compared to the cost of a U.S. Treasury security. The price difference
is caused by the increased risk of investing in non-U.S Treasury securities.
Security types are then compared to each other to determine those that have
attractive valuations. The adviser will then analyze specific issues within the
types of securities selected seeking those that are undervalued based on certain
company factors, including management, company strategy, earnings coverage of
interest, cash flow measurements, liquidity and financial flexibility.

The adviser attempts to manage interest rate risk by using a duration neutral
strategy. Duration measures the expected life of a debt security by assessing
and weighting the present value of a security's payment pattern. Generally, the
greater the duration, the greater the effect of interest changes on the price of
a debt security. By maintaining the duration of the fixed income portion of the
fund at a level similar to that of the Lehman Brothers Aggregate Bond Index,
which is the fixed income portion of the Balanced Benchmark, its benchmark, the
adviser believes that the fund's exposure to interest rate risk is reduced as
compared to a fund that actively pursues a strategy to invest based on
predictions of future interest rate changes. On March 31, 1999, the modified
average duration of the Lehman Brothers Aggregate Bond Index was 4.68.

Debt securities considered for fund investment may be of any maturity, however,
the adviser attempts to maintain a debt security maturity composition similar to
that of the Lehman Brothers Aggregate Bond Index in an effort to reduce the
fund's exposure to interest rate risk. Maturity composition refers to the
percentage of debt securities with a certain maturity as compared to the total
number of debt securities in the portfolio. On March 31, 1999, the maturity of
the Lehman Brothers Aggregate Bond Index was 8.86.

Debt investments will generally be in the four highest credit rating categories.
Please refer to the Statement of Additional information for a detailed list of
rating categories.

Understanding the importance of a strong sell discipline, the adviser's
investment process also incorporates three separate sell indicators for stocks.
Specifically, if any holding:

o drops 15% or more in value relative to the S&P 500 Index;

o falls into the bottom 20% of their quantitative ranking; or

o reaches the adviser's target sell price,

it is reviewed by the adviser for potential sale.

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 7
<PAGE>

Bonds are selected for sale if, in the adviser's opinion, the bond has realized
its value or other securities present a more attractive value.

The fund may invest up to 25% of its net assets in securities of foreign issuers
located in developed or emerging market countries, including equity, debt and
convertible securities and foreign government securities.

TEMPORARY DEFENSIVE STRATEGY: When, in the belief of the adviser, adverse market
conditions warrant, the fund may invest a significant portion of fund assets in
U.S. Government securities. When this happens the fund may not achieve its
investment objective.

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

GENERAL

The value of the fund's investments that support your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the fund's investments decreases, you will lose money.
The value of the fund's investments can decrease for a number of reasons. For
example, changing economic conditions may cause a decline in value of many or
most investments. Particular industries can face poor market conditions for
their products or services so that companies engaged in those businesses do not
perform as well as companies in other industries. Share values can also decline
if the specific companies selected for fund investment fail to perform as the
adviser expects, regardless of general economic and industry trends, and other
economic factors.

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

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

LONG-TERM MATURITIES

Securities with longer maturities may be subject to greater price fluctuations
due to interest rates, tax laws and other general market factors than securities
with shorter maturities.

8 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

LOWER CREDIT RATING CATEGORY

Debt securities in lower credit rating categories have a greater risk that the
issuer will not pay interest and principal payments on time or that they will
not be paid at all.

U.S. GOVERNMENT SECURITIES

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

MUNICIPAL BONDS

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

FOREIGN INVESTING

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

o differences in accounting, auditing and financial reporting
standards,

o generally higher commission rates on foreign portfolio transactions,

o differences and inefficiencies in transaction settlement systems,

o the possibility of expropriation or confiscatory taxation,

o adverse changes in investment or exchange control regulations,

o political instability, and

o potential restrictions on the flow of international capital.

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

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

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

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 9
<PAGE>

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

FOREIGN CURRENCY

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

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

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

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

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

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

o Potential tax consequences.

10 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

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

THE ADVISER

Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1999,
Phoenix had $25.7 billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.

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

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

During the fund's last fiscal year, the fund paid total management fees of
$______. The ratio of management fees to average net assets for the fiscal year
ended December 31, 1999 was 0.65%.

PORTFOLIO MANAGEMENT

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

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

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 11
<PAGE>

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

HOW IS THE SHARE PRICE DETERMINED?

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

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

o subtracting liabilities, and

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

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

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

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

The net asset value per share of each class of the fund is determined on days
when the New York Stock Exchange (the "NYSE") is open for trading as of the
close of trading (normally 4:00 PM eastern time). The fund will not calculate
its net asset values per share on days when the NYSE is closed for trading.
Trading of securities held by the fund in foreign markets may negatively or
positively impact the value of such securities on days when the fund neither
trades securities nor calculates its net asset values (i.e., weekends and
certain holidays).

AT WHAT PRICE ARE SHARES PURCHASED?

All investments received by the fund's authorized agents prior to the close of
regular trading on the NYSE (normally 4:00 PM eastern time) will be executed
based on that day's net asset value. Shares credited to your account from the
reinvestment of fund distributions will be in

12 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

full and fractional shares that are purchased at the closing net asset value on
the next business day on which the fund's net asset value is calculated
following the dividend record date.

SALES CHARGES
- --------------------------------------------------------------------------------

WHAT ARE THE CLASSES AND HOW DO THEY DIFFER?

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

WHAT ARRANGEMENT IS BEST FOR YOU?

The different classes permit you to choose the method of purchasing shares that
is most beneficial to you. In choosing a class, consider the amount of your
investment, the length of time you expect to hold the shares, whether you decide
to receive distributions in cash or to reinvest them in additional shares, and
any other personal circumstances. Depending upon these considerations, the
accumulated distribution and service fees and contingent deferred sales charges
of one class may be more or less than the initial sales charge and accumulated
distribution and service fees of another class of shares bought at the same
time. Because distribution and service fees are paid out of the fund's assets on
an ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.

CLASS A SHARES. If you purchase Class A Shares, you will pay a sales charge at
the time of purchase equal to 5.75% of the offering price (6.10% of the amount
invested). The sales charge may be reduced or waived under certain conditions.
Class A Shares are not subject to any charges by the fund when redeemed. Class A
Shares have lower distribution and service fees (0.25%) and pay higher dividends
than any other class.

CLASS B SHARES. If you purchase Class B Shares, you will not pay a sales charge
at the time of purchase. If you sell your Class B Shares within the first 5
years after they are purchased, you will pay a sales charge of up to 5% of your
shares' value. See "Deferred Sales Charge Alternative--Class B Shares" below.
This charge declines to 0% over a period of 5 years and may be waived under
certain conditions. Class B shares have higher distribution and service fees
(1.00%) and pay lower dividends than Class A Shares. Class B Shares
automatically convert to Class A Shares eight years after purchase. Purchase of
Class B Shares may be inappropriate for any investor who may qualify for reduced
sales charges of Class A Shares and anyone who is over 85 years of age. The
underwriter may decline purchases in such situations.

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 13
<PAGE>

INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES

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

SALES CHARGE YOU MAY PAY TO PURCHASE CLASS A SHARES

SALES CHARGE AS
A PERCENTAGE OF
--------------------------------------------
AMOUNT OF NET
TRANSACTION OFFERING AMOUNT
AT OFFERING PRICE PRICE INVESTED
- --------------------------------------------------------------------------------

Under $50,000 5.75% 6.10%
$50,000 but under $100,000 4.75 4.99
$100,000 but under $250,000 3.75 3.90
$250,000 but under $500,000 2.75 2.83
$500,000 but under $1,000,000 2.00 2.04

$1,000,000 or more None None

DEFERRED SALES CHARGE ALTERNATIVE--CLASS B SHARES

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

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS B SHARES

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

14 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

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

OPENING AN ACCOUNT

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

STEP 1.
Your first choice will be the initial amount you intend to invest.

Minimum INITIAL investments:

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

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

o $500 for all other accounts.

Minimum ADDITIONAL investments:

o $25 for any account.

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

STEP 2.
Your second choice will be what class of shares to buy. The fund offers three
classes of shares for individual investors. Each has different sales and
distribution charges. Because all future investments in your account will be
made in the share class you choose when you open your account, you should make
your decision carefully. Your financial advisor can help you pick the share
class that makes the most sense for your situation.

STEP 3.
Your next choice will be how you want to receive any dividends and capital gain
distributions. Your options are:

o Receive both dividends and capital gain distributions in additional
shares

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

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 15
<PAGE>

o Receive both dividends and capital gain distributions in cash

No interest will be paid on uncashed distribution checks.

HOW TO BUY SHARES
- --------------------------------------------------------------------------------

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

HOW TO SELL SHARES
- --------------------------------------------------------------------------------

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

16 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------ --------------------------------------------------------------------------------
TO SELL SHARES
- ------------------------------------ --------------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.
- ------------------------------------ --------------------------------------------------------------------------------
Through the mail Send a letter of instruction and any share certificates (if you hold
certificate shares) to: State Street Bank, P.O. Box 8301, Boston, MA 02266-8301.
Be sure to include the registered owner's name, fund and account number, number
of shares or dollar value you wish to sell.
- ------------------------------------ --------------------------------------------------------------------------------
By telephone For sales up to $50,000 requests can be made by calling (800)243-1574.
- ------------------------------------ --------------------------------------------------------------------------------
By telephone exchange Call us at (800)243-1574 (press 1, then 0).
- ------------------------------------ --------------------------------------------------------------------------------
</TABLE>

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

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

REDEMPTIONS BY MAIL

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

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

o The proceeds do not exceed $50,000.

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

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

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

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

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

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 17
<PAGE>

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

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

SELLING SHARES BY TELEPHONE

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

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

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

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

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

ACCOUNT REINSTATEMENT PRIVILEGE

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

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

REDEMPTION OF SMALL ACCOUNTS

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

18 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

EXCHANGE PRIVILEGES

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

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

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

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

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

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

RETIREMENT PLANS

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

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

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

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

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 19
<PAGE>

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

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

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

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

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

20 Phoenix-Oakhurst Strategic Allocation Fund, Inc.

<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

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

PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC.

<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $15.43 $15.52 $15.98 $14.82 $15.48
INCOME FROM INVESTMENT OPERATIONS(2)
Net investment income (loss) 0.25 0.30 0.31 0.45 0.34
Net realized and unrealized gain (loss) 2.80 2.81 1.10 2.22 (0.69)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 3.05 3.11 1.41 2.67 (0.35)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.24) (0.30) (0.29) (0.52) (0.31)
Dividends from net realized gains (1.21) (2.90) (1.58) (0.99) (0.001)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.45) (3.20) (1.87) (1.51) (0.311)
------ ------ ------ ------ ------
Change in net asset value 1.60 (0.09) (0.46) 1.16 (0.66)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $17.03 $15.43 $15.52 $15.98 $14.82
====== ====== ====== ====== ======
Total return(1) 20.38% 20.68% 8.78% 18.23% (2.26)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $318,847 $308,524 $309,678 $361,526 $335,177
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.17%(3) 1.17% 1.21% 1.21% 1.24%
Net investment income 1.15% 1.68% 1.78% 2.67% 2.18%
Portfolio turnover 144% 355% 275% 184% 225%
</TABLE>
- -----------------------

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

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

(3) For the year ended December 31, 1998, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees; if
expense offsets were included, the ratio would not significantly differ.

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 21
<PAGE>

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

PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC.

<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 10/24/94 TO
1998 1997 1996 1995 12/31/94
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $15.30 $15.43 $15.89 $14.79 $14.98
INCOME FROM INVESTMENT OPERATIONS(5)
Net investment income 0.12 0.18 0.19 0.30(2) 0.07
Net realized and unrealized gain
(loss) 2.78 2.77 1.09 2.22 (0.09)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.90 2.95 1.28 2.52 (0.02)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.12) (0.18) (0.16) (0.43) (0.17)
Dividends from net realized gains (1.21) (2.90) (1.58) (0.99) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.33) (3.08) (1.74) (1.42) (0.17)
------ ------ ------ ------ ------
Change in net asset value 1.57 (0.13) (0.46) 1.10 (0.19)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $16.87 $15.30 $15.43 $15.89 $14.79
====== ====== ====== ====== ======
Total return(1) 19.53% 19.74% 7.95% 17.31% (0.12)%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $11,673 $10,931 $9,594 $8,046 $1,328
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.92%(6) 1.92% 1.96% 1.97% 2.26%(3)
Net investment income (loss) 0.75% 0.92% 1.01% 1.88% 1.74%(3)
Portfolio turnover 144% 355% 275% 184% 225%
</TABLE>
- -----------------------

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

(2) Computed using average shares outstanding.

(3) Annualized.

(4) Not annualized.

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

(6) For the year ended December 31, 1998, the ratio of operating expenses to
average net assets excludes the effect of expense offsets for custodian fees; if
expense offsets were included, the ratio would not significantly differ.

22 Phoenix-Oakhurst Strategic Allocation Fund, Inc.
<PAGE>

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

STATEMENT OF ADDITIONAL INFORMATION

The fund has filed a Statement of Additional Information about the fund, dated
May 1, 1999 with the Securities and Exchange Commission. The Statement contains
more detailed information about the fund. It is incorporated into this
prospectus by reference and is legally part of the prospectus. You may obtain a
free copy of the Statement:

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

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

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

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

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

[Arrow] by writing to its Public Reference Section, Washington,
DC 20549-0102 (a fee may be charged), or

[Arrow} by electronic request at [email protected] (a fee may be
charged).

Information about the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

SHAREHOLDER REPORTS

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

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

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

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

SEC File Nos. 33-9069 and 811-1442 [logo]Printed on recycled paper
using soybean ink

Phoenix-Oakhurst Strategic Allocation Fund, Inc. 23

<PAGE>

PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC.

101 Munson Street

Greenfield, Massachusetts 01301

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2000

This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current Prospectus of
Phoenix-Oakhurst Strategic Allocation Fund, Inc. (the "Fund"), dated May 1,
2000, and should be read in conjunction with it. The Fund's Prospectus may be
obtained by calling Phoenix Equity Planning Corporation ("Equity Planning") at
(800) 243-4361 or by writing to Equity Planning at 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200.

TABLE OF CONTENTS

PAGE

THE FUND ................................................................. 1
INVESTMENT OBJECTIVES AND POLICIES ....................................... 1
INVESTMENT RESTRICTIONS .................................................. 6
PERFORMANCE INFORMATION................................................... 7
PERFORMANCE COMPARISONS .................................................. 8
PORTFOLIO TURNOVER ....................................................... 8
PORTFOLIO TRANSACTIONS AND BROKERAGE...................................... 8
THE INVESTMENT ADVISER ................................................... 9
DETERMINATION OF NET ASSET VALUE ......................................... 10
HOW TO BUY SHARES ........................................................ 11
ALTERNATIVE PURCHASE ARRANGEMENTS ........................................ 11
INVESTOR ACCOUNT SERVICES ................................................ 14
HOW TO REDEEM SHARES ..................................................... 15
TAX SHELTERED RETIREMENT PLANS ........................................... 16
DIVIDENDS, DISTRIBUTIONS AND TAXES ....................................... 16
THE DISTRIBUTOR .......................................................... 17
DISTRIBUTION PLANS........................................................ 18
MANAGEMENT OF THE FUND.................................................... 19
ADDITIONAL INFORMATION ................................................... 25
APPENDIX.................................................................. 26

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

PXP453 (5/00)

<PAGE>

THE FUND

Phoenix-Oakhurst Strategic Allocation Fund, Inc. (the "Fund") is an open-end
management investment company which was organized under Massachusetts law in
1966 as a Massachusetts corporation.

The Fund's Prospectus describes the investment objectives of the Phoenix-
Oakhurst Strategic Allocation Fund, Inc. (the "Fund") and summarizes the
investment policies and investment techniques that the Fund will employ in
seeking to achieve its investment objective. The following discussion
supplements the description of the Fund's investment policies and investment
techniques in the Prospectus.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the Fund is deemed to be a fundamental policy and
may not be changed without the approval of the shareholders of the Fund.
Investment restrictions described in this Statement of Additional Information
are fundamental policies of the Fund and may not be changed as to the Fund
without the approval of the Fund's shareholders.

WRITING AND PURCHASING OPTIONS ON SECURITIES AND SECURITIES INDICES
Call options on securities and securities indices written by the Fund
normally will have expiration dates between three and nine months from the date
written. The exercise price of a call option written utilizing this investment
technique may be below, equal to or above the current market value of the
underlying security or securities index at the time the option is written.

During the option period, the Fund may be assigned an exercise notice by the
broker-dealer through which the call option was sold, requiring the Fund to
deliver the underlying security (or cash in the case of securities index calls)
against payment of the exercise price. This obligation is terminated upon the
expiration of the option period or at such earlier time as the Fund effects a
closing purchase transaction. A closing purchase transaction cannot be effected
with respect to an option once the Fund has received an exercise notice.

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

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

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

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

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

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

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money" at the time the call is written, the Fund will pledge with its custodian
bank any asset, including equity securities and non-investment grade debt so
long as the asset is liquid, unencumbered and marked to market daily equal in
value to the amount by which the call is "in-the-money" times the multiplier
times the number of contracts to collateralize fully the position and thereby
ensure that it is not leveraged. Any amount pledged may be applied to the Fund's
obligation to segregate additional amounts in the event that the market value of
the qualified securities falls below 100% of the current index value times the
multiplier times the number of contracts.

The Fund may invest up to 5% of its total assets in exchange-traded call and
put options on securities and securities indices. The Fund may sell a call
option or a put option which it has previously purchased prior to the purchase
(in the case of a call) or the sale (in the case of a put) of the underlying
security. Any such sale of a call option or a put option would result in a net
gain or loss, depending on whether the amount received on the sale is more or
less than the premium and other transaction costs paid.

In connection with the Fund's qualifying as a regulated investment company
under the Internal Revenue Code of 1986, other restrictions on the Fund's
ability to enter into option transactions may apply from time to time. See
"Dividends, Distributions and Taxes."

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

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

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

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

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

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

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

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

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

Unless the Fund has other liquid assets which are sufficient to satisfy the
exercise of a call on an index, the Fund will be required to liquidate
securities in order to satisfy the exercise. Because an exercise must be settled
within hours after receiving the notice of exercise, if the Fund fails to
anticipate an exercise, it may have to borrow from a bank (in an amount not
exceeding 50% of the Fund's total assets) pending settlement of the sale of
securities in its portfolio and pay interest on such borrowing.

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

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

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

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

In contrast to the situation in which the Fund purchases or sells a security,
no security is delivered or received by the Fund upon the purchase or sale of a
financial futures contract (although an obligation to deliver or receive the
underlying security in the future is created by such a contract). Initially,
when it enters into a financial futures contract, the Fund will be required to
deposit in a pledged account with the Fund's custodian bank an amount of cash or
U.S. Treasury bills. This amount is known as an initial margin and is in the
nature of a performance bond or good faith deposit on the contract. The current
initial margin deposit required per contract is approximately 5% of the contract
amount. Brokers may establish deposit requirements higher

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<PAGE>

than this minimum. However, subsequent payments, called variation margin, will
be made to and from the account on a daily basis as the price of the futures
contract fluctuates. This process is known as marking to market.

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

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

The Fund will pay commissions on financial futures contracts and related
options transactions. These commissions may be higher than those which would
apply to purchases and sales of securities directly, and will be in addition to
those paid for direct purchases and sales of securities.

LIMITATIONS ON FUTURES CONTRACTS AND RELATED OPTIONS
The Fund may not engage in transactions in financial futures contracts or
related options for speculative purposes but only as a hedge against anticipated
changes in the market value of portfolio securities or securities which it
intends to purchase or foreign currencies. The Fund may not purchase or sell
financial futures contracts or related options if, immediately thereafter, the
sum of the amount of initial margin deposits on the Fund's existing futures and
related options positions and the premiums paid for related options would exceed
5% of the market value of the Fund's total assets after taking into account
unrealized profits and losses on any such contracts. At the time of purchase of
a futures contract or a call option on a futures contract, any asset, including
equity securities and non-investment-grade debt so long as the asset is liquid,
unencumbered and marked to market daily equal to the market value of the futures
contract minus the Fund's initial margin deposit with respect thereto will be
deposited in a pledged account with the Fund's custodian bank to collateralize
fully the position and thereby ensure that it is not leveraged.

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

RISKS RELATING TO FUTURES CONTRACTS AND RELATED OPTIONS
Positions in futures contracts and related options may be closed out on an
exchange if the exchange provides a secondary market for such contracts or
options. The Fund will enter into a futures or futures related option position
only if there appears to be a liquid secondary market. However, there can be no
assurance that a liquid secondary market will exist for any particular option or
futures contract at any specific time. Thus, it may not be possible to close out
a futures or related option position. In the case of a futures position, in the
event of adverse price movements the Fund would continue to be required to make
daily margin payments. In this situation, if the Fund has insufficient cash to
meet daily margin requirements it may have to sell portfolio securities to meet
its margin obligations at a time when it may be disadvantageous to do so. In
addition, the Fund may be required to take or make delivery of the securities
underlying the futures contracts it holds. The inability to close out futures
positions also could have an adverse impact on the Fund's ability to hedge its
positions effectively.

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

The successful use of futures contracts and related options depends on the
ability of the Adviser to forecast correctly the direction and extent of market
movements within a given time frame. To the extent market prices remain stable
during the period a futures contract or option is held by the Fund or such
prices move in a direction opposite to that anticipated, the Fund may realize a
loss on the hedging transaction which is not offset by an increase in the value
of its portfolio securities. As a result, the Fund's total return for the period
may be less than if it had not engaged in the hedging transaction.

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<PAGE>

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

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

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

REPURCHASE AGREEMENTS
Repurchase agreements will be entered into only with commercial banks,
brokers and dealers considered by the Fund to be creditworthy. The Directors of
the Fund will monitor the Fund's repurchase agreement transactions periodically
and with the Adviser will consider standards which the Adviser will use in
reviewing the creditworthiness of any party to a repurchase agreement with the
Fund. No more than an aggregate of 10% of the Fund's total assets, at the time
of investment, will be invested in repurchase agreements having maturities of no
more than seven days. In addition, the Fund may invest up to 15% of its net
assets in illiquid securities including repurchase agreements having maturities
greater than seven days and other investments subject to legal or contractual
restrictions on resale, or for which there are not readily available market
quotations.

The use of repurchase agreements involves certain risks. For example, if the
seller under a repurchase agreement defaults on its obligation to repurchase the
underlying instrument at a time when the value of the instrument has declined,
the Fund may incur a loss upon its disposition. If the seller becomes insolvent
and subject to liquidation or reorganization under bankruptcy or other laws, a
bankruptcy court may determine that the underlying instrument is collateral for
a loan by the Fund and therefore is subject to sale by the trustee in
bankruptcy. Finally, it is possible that the Fund may not be able to
substantiate its interest in the underlying instrument. While the Fund's
Directors acknowledge these risks, it is expected that they can be controlled
through careful monitoring procedures.

LENDING PORTFOLIO SECURITIES
The Fund may lend portfolio securities to broker-dealers and other financial
institutions in amounts up to 25% of the market or other fair value of its total
assets, provided that such loans are callable at any time by the Fund and are at
all times secured by collateral held by the Fund at least equal to the market
value, determined daily, of the loaned securities. The Fund will continue to
receive any income on the loaned securities, and at the same time will earn
interest on cash collateral (which will be invested in short-term debt
obligations) or a securities lending fee in the case of collateral in the form
of U.S. Government securities. A loan may be terminated at any time by either
the Fund or the borrower. Upon termination of a loan, the borrower will be
required to return the securities to the Fund, and any gain or loss in the
market price during the period of the loan would accrue to the Fund. If the
borrower fails to maintain the requisite amount of collateral, the loan will
automatically terminate, and the Fund may use the collateral to replace the
loaned securities while holding the borrower liable for any excess of the
replacement cost over the amount of the collateral.

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<PAGE>

When voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loan, in whole or in
part as may be appropriate, to permit the exercise of such rights if the matters
involved would have a material effect on the Fund's investment in the securities
which are the subject of the loan. The Fund may pay reasonable finders,
administrative and custodial fees in connection with loans of its portfolio
securities.

As with any extension of credit, there are risks of delay in recovery of the
loaned securities and in some cases loss of rights in the collateral should the
borrower of the securities fail financially. However, loans of portfolio
securities will only be made to firms considered by the Fund to be creditworthy
and when the consideration to be earned justifies the attendant risks.

FOREIGN SECURITIES
The Fund may purchase foreign securities, including those issued by foreign
branches of U.S. banks. In any event, such investments in foreign securities
will be less than 25% of the Fund's net assets. Investments in foreign
securities, particularly those of non-governmental issuers, involve
considerations which are not ordinarily associated with investing in domestic
issues. These considerations include changes in currency rates, currency
exchange control regulations, the possibility of expropriation, the
unavailability of financial information, the difficulty of interpreting
financial information prepared under foreign securities markets, the impact of
political, social or diplomatic developments, difficulties in invoking legal
process abroad and the difficulty of assessing economic trends in foreign
countries.

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

INVESTMENT RESTRICTIONS

The investment restrictions described below are fundamental policies and may
not be changed as to the Fund without the approval of the lesser of (i) a
majority of the Fund's outstanding shares or (ii) 67% of the Fund's shares
represented at a meeting of Fund shareholders at which the holders of 50% or
more of the Fund's outstanding shares are present. The Fund may not:

(1) Make short sales of securities, unless at the time of sale the Fund owns
an equal amount of such securities.

(2) Purchase securities on margin, except that the Fund may obtain such
short-term credits as may be necessary for the clearance of purchases and
sales of securities. The deposit or payment by the Fund of initial or
maintenance margin in connection with financial futures contracts or
related options transactions is not considered the purchase of a security
on margin.

(3) Write, purchase or sell puts, calls or combinations thereof, except that
the Fund may (a) write exchange-traded covered call options on portfolio
securities and enter into closing purchase transactions with respect to
such options, (b) purchase exchange-traded call options and put options,
provided that the premiums on all outstanding call and put options do not
exceed 5% of its total assets, and enter into closing sale transactions
with respect to such options, and (c) engage in financial futures
contracts and related options transactions, provided that the sum of the
initial margin deposits on the Fund's existing futures and related
options positions and the premiums paid for related options would not
exceed 5% of its total assets.

(4) Borrow in excess of 5% of the market or other fair value of its total
assets, or pledge its assets to an extent greater than 5% of the market
or other fair value of its total assets. Any such borrowings shall be
from banks and shall be undertaken only as a temporary measure for
extraordinary or emergency purposes. Deposits in escrow in connection
with the writing of covered call options, or the purchase or sale of
financial futures contracts and related options are not deemed to be a
pledge or other encumbrance.

(5) Underwrite the securities of other issuers, except to the extent that in
connection with the disposition of its portfolio securities, the Fund may
be deemed to be an underwriter.

(6) Concentrate its assets in the securities of issuers which conduct their
principal business activities in the same industry. This restriction does
not apply to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

(7) Make any investment in real estate, real estate limited partnerships,
commodities or commodities contracts, except that the Fund may (a)
purchase or sell readily marketable securities which are secured by
interests in real estate, or issued by companies which deal in real
estate, including real estate investment and mortgage investment trusts,
and (b) engage in

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<PAGE>

financial futures contracts and related options transactions, provided
that the sum of the initial margin deposits on the Fund's futures and
related options positions and the premiums paid for related options
would not exceed 5% of the Fund's total assets.

(8) Make loans, except that the Fund may (a) invest up to 10% of its total
assets in repurchase agreements of a type regarded as "liquid" which are
fully collateralized as to principal and interest and which are entered
into only with commercial banks, brokers and dealers considered by the
Fund to be creditworthy and (b) loan its portfolio securities in amounts
up to one-third of the market or other fair value of its total assets.

(9) Purchase securities of other investment companies, except that the Fund
may make such a purchase (a) in the open market involving no commission
or profit to a sponsor or dealer (other than the customary broker's
commission), provided that immediately thereafter (i) not more than 10%
of the Fund's total assets would be invested in such securities and (ii)
not more than 3% of the voting stock of another investment company would
be owned by the Fund, or (b) as part of a merger, consolidation, or
acquisition of assets.

(10) Invest more than 5% of its total assets in the securities of any one
issuer (except the U.S. Government or purchase more than 10% of the
outstanding voting securities or more than 10% of the securities of any
class of any one issuer.

(11) Invest in securities of any issuer if any officer or Director of the Fund
or any officer or director of the Adviser owns more than 1/2 of 1% of the
outstanding securities of such issuer and all such persons own in the
aggregate more than 5% of the securities of such issuer.

(12) Invest in the aggregate more than 5% of its total assets in the
securities of any issuers which have (with predecessors) a record of less
than three years of continuous operations.

(13) Invest in warrants or rights except where acquired in units or attached
to other securities.

(14) Purchase an illiquid security such as a restricted security (including
repurchase agreements of a type regarded as "illiquid") or a security for
which market value quotations are not readily available if as a result of
such purchase more than 15% of the Fund's net assets would be invested in
such securities.

(15) Invest in interests in oil, gas, or other mineral exploration or
development programs.

(16) Issue senior securities as defined in the Investment Company Act of 1940
except to the extent that it is permissible to borrow money from banks
pursuant to the Fund's investment restrictions regarding the borrowing of
money.

If a percentage restriction on investment or utilization of assets as set
forth is adhered to at the time an investment is made, a later change in the
percentage resulting from a change in the value or costs of the Fund's assets
will not be considered a violation of the restriction except as provided in (11)
above.

PERFORMANCE INFORMATION

Performance information for the Fund (and Class of Fund) may appear in
advertisements, sales literature, or reports to shareholders or prospective
shareholders. Performance information in advertisements and sales literature may
be expressed as "average annual total return" and "total return."

The Fund's average annual total return quotation is computed in accordance
with a standardized method prescribed by rules of the Securities and Exchange
Commission. The average annual total return for the Fund for a specific period
is found by first taking a hypothetical $1,000 investment ("initial investment")
in the Fund's shares on the first day of the period, adjusting to deduct the
maximum sales charge, and computing the "redeemable value" of that investment at
the end of the period. The redeemable value is then divided by the initial
investment, and this quotient is taken to the Nth root (N representing the
number of years in the period) and 1 is subtracted from the result, which is
then expressed as a percentage. The calculation assumes that all income and
capital gains dividends paid by the Fund have been reinvested at net asset value
on the reinvestment dates during the period.

Calculation of a Fund's total return is subject to a standardized formula.
Total return performance for a specific period is calculated by first taking an
investment ("initial investment") in the Fund's shares on the first day of the
period, either adjusting or not adjusting to deduct the maximum sales charge,
and computing the "redeemable value" of that investment at the end of the
period. The total return percentage is then determined by subtracting the
initial investment from the redeemable value and dividing the remainder by the
initial investment and expressing the result as a percentage. The calculation
assumes that all income and capital gains dividends by the Fund have been
reinvested at net asset value on the reinvestment dates during the period. Total
return may also be shown as the increased dollar value of the hypothetical
investment over the period. Total return calculations that do not include the
effect of the sales charge would be reduced if such charge were included.

7
<PAGE>

The manner in which total return will be calculated for public use is
described above. The following table illustrates average annual total return for
the Fund for the 1, 5 and 10 year periods ended December 31, 1999.

<TABLE>
<CAPTION>
Average Annual Total Return as of December 31, 1999

PERIODS ENDED
-------------------------------------------------------
SINCE INCEPTION(1)

FUND 1 YEAR 5 YEAR 10 YEAR 10/24/94 TO 12/31/99
---- ------ ------ ------- --------------------
<S> <C> <C> <C> <C>
Class A % % % %
Class B % % N/A %
</TABLE>

(1) Class A Shares since January 29, 1982 and Class B Shares since October
24, 1994.

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

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

PERFORMANCE COMPARISONS

The Fund or Class of Fund may, from time to time, include in advertisements
containing total return the ranking of those performance figures relative to
such figures for groups of mutual funds having similar investment objectives as
categorized by ranking services such as Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., Weisenberger Financial Services, Inc., and rating
services such as Morningstar, Inc. Additionally, the Fund may compare its
performance results to other investment or savings vehicles (such as
certificates of deposit) and may refer to results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business
Week, Stanger's Mutual Fund Monitor, The Stanger Register, Stanger's Investment
Adviser, The Wall Street Journal, New York Times, Consumer Reports, Registered
Representative, Financial Planning, Financial Services Weekly, Financial World,
U.S. News and World Report, Standard and Poor's The Outlook, Investor's Daily
and Personal Investor. The total return may be used to compare the performance
of the Fund against certain widely acknowledged outside standards or indices for
stock and bond market performance, such as the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500"), Dow Jones Industrial Average, Europe
Australia Far East Index ("EAFE"), Consumer Price Index, Lehman Brothers
Corporate Index and Lehman Brothers T-Bond Index. The S&P 500 is a commonly
quoted measure of stock market performance and represents common stocks of
companies of varying sizes segmented across 90 different industries which are
listed on the New York Stock Exchange, the American Stock Exchange and traded
over the NASDAQ National Market System.

PORTFOLIO TURNOVER

The Fund pays brokerage commissions for purchases and sales of portfolio
securities. A high rate of portfolio turnover generally involves a
correspondingly greater amount of brokerage commissions and other costs which
must be borne directly by the Fund and thus indirectly by its shareholders. It
may also result in the realization of larger amounts of short-term capital
gains, which are taxable to shareholders as ordinary income. If such rate of
turnover exceeds 100%, the Fund will pay more in brokerage commissions than
would be the case if it had lower portfolio turnover rates. Historical turnover
rates can be found under the heading "Financial Highlights" located in the
Fund's Prospectus. Portfolio turnover rates for the Fund were affected in 1998
by increased volatility in the fixed income markets.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In effecting fund transactions for the Fund, each adviser adheres to the
Fund's policy of seeking best execution and price, determined as described
below, except to the extent it is permitted to pay higher brokerage commissions
for "brokerage and research services" as defined herein. The determination of
what may constitute best execution and price in the execution of a securities
transaction by a broker involves a number of considerations including, without
limitation, the overall direct net economic result to the Fund (involving both
price paid or received and any commissions and other costs paid), the efficiency
with which the transaction is effected, the ability to effect the transaction at
all where a large block is involved, availability of the broker to stand ready
to execute possibly difficult transactions in the future and the financial
strength and stability of the broker.

8
<PAGE>

Such considerations are judgmental and are weighed by each adviser and the
Subadviser in determining the overall reasonableness of brokerage commissions
paid by the Fund.

The adviser may cause the Fund to pay a broker an amount of commission for
effecting a securities transaction in excess of the amount of commission which
another broker or dealer would have charged for effecting that transaction if
such adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker. As provided in Section 28(e) of the Securities Exchange
Act of 1934, "brokerage and research services" include advising as to the value
of securities, the advisability of investing in, purchasing or selling
securities, the availability of securities or purchasers or sellers of
securities; furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts, and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement). Brokerage and research
services provided by brokers to the Fund are considered to be in addition to and
not in lieu of services required to be performed by each adviser under its
contract with the Fund and may benefit both the Fund and other accounts of such
adviser. Conversely, brokerage and research services provided by brokers to
other accounts of an adviser may benefit the Fund.

Some fund transactions are, subject to the Conduct Rules of the National
Association of Securities Dealers, Inc. and subject to obtaining best prices and
executions, effected through dealers (excluding Equity Planning) who sell shares
of the Fund.

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

For the fiscal years ended December 31, 1996, 1997 and 1998, brokerage
commissions paid by the Fund on Fund transactions totaled $1,422,976,
$1,346,891, and $577,648, respectively. Brokerage commissions of $509,734 paid
during the fiscal year ended December 31, 1998, were paid on fund transactions
aggregating $481,822,379 executed by brokers who provided research and other
statistical and factual information.

THE INVESTMENT ADVISER

The investment adviser to the Fund is Phoenix Investment Counsel, Inc.
("PIC"), which is located at 56 Prospect Street, Hartford, Connecticut
06115-0480. PIC also acts as the investment adviser for 14 other mutual funds,
as subadviser to three mutual funds, and as adviser to institutional clients.
PIC has acted as an investment adviser for over sixty years. PIC was originally
organized in 1932 as John P. Chase, Inc. As of December 31, 1998, PIC had
approximately $23.9 billion in assets under management. Philip R. McLoughlin, a
Director and officer of the Fund, is a director of PIC. All other executive
officers of the Fund are officers of PIC.

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

Phoenix Investment Partners, Ltd., is a publicly-traded independent
registered investment advisory firm and has served investors for over 70 years.
It manages over $57 billion in assets (as of March 31, 1998) through its
investment partners:

9
<PAGE>

Aberdeen Fund Managers, Inc. (Aberdeen) in Aberdeen, London, Singapore and Fort
Lauderdale; Duff & Phelps Investment Management Co. (Duff & Phelps) in Chicago
and Cleveland; Roger Engemann & Associates, Inc. (Engemann) in Pasadena; Seneca
Capital Management LLC (Seneca) in San Francisco; Zweig/Glaser Advisers (Zweig)
in New York; and Phoenix Investment Counsel, Inc. (Goodwin, Hollister, and
Oakhurst divisions) in Hartford, Sarasota and Scotts Valley, CA, respectively.

The contract between the Fund and the Adviser provides that the Adviser shall
furnish the Fund investment advice, certain administrative services, office
space and facilities, and shall pay the compensation of all officers and
employees of the Fund. All expenses (other than those specifically referred to
as being borne by the Adviser) incurred in the operation of the Fund, including,
among others, taxes, brokerage fees and commissions, fees of Directors who are
not full-time employees of the Adviser or any of its affiliates, charges of
custodians, transfer and dividend disbursing agents and registrars, bookkeeping,
auditing and legal expenses, expenses of insurance premiums for fidelity and
other coverage and extraordinary expenses and expenses of a non-recurring nature
which may include, but not be limited to, the reasonable and proportionate cost
of any reorganization or acquisition of assets and the cost of legal proceedings
to which the Fund is a party, will be borne by the Fund.

The contract between the Fund and the Adviser provides that, as compensation
for its services to the Fund, the Adviser is entitled to a fee, payable within
five days after the end of each fiscal month, at the annual rate of 0.65% of the
average of the aggregate daily net asset values of the Fund up to $1 billion;
0.60% of such value between $1 billion and $2 billion; and 0.55% of such value
in excess of $2 billion. It also provides that the Fund will reimburse the
Adviser on a cost basis in the event the Adviser provides any services
(excluding printing) involved in maintaining registrations of the Fund and of
its shares with the Securities and Exchange Commission or involved in the
preparation of shareholder reports. The Adviser has agreed to reimburse the Fund
for the amount, if any, of the expenses of the Fund (including the Adviser's
compensation but excluding interest, brokerage cost, taxes and extraordinary
expenses) for any fiscal year which exceeds the level of expenses which the Fund
is permitted to bear under the most restrictive expense limitation imposed (and
not waived) on the Fund by any state in which shares of the Fund are then
qualified for sale. Currently, the most restrictive state expense limitation
provisions limit such expenses of the Fund to 2 1/2% of the first $30 million of
average net assets, 2% of the next $70 million of such net assets and 1 1/2% of
such net assets in excess of $100 million. In the event legislation were to be
adopted in each state so as to eliminate this restriction, the Fund would take
such action necessary to eliminate this expense limitation. For the fiscal years
ended December 31, 1996, 1997 and 1998 the Adviser received fees totaling,
$2,241,038, $2,109,677 and $2,049,531, respectively, and it was not necessary
that the Adviser reimburse ordinary operating expenses of the Fund.

The contract between the Fund and the Adviser continues from year to year so
long as (1) such continuance is specifically approved at least annually by the
Board of Directors of the Fund or by a vote of a majority of the outstanding
shares of the Fund and (2) such continuance or any renewal and the terms of such
contract have been approved by the vote of a majority of Directors of the Fund
who are not interested persons, as that term is defined in the Investment
Company Act of 1940, of the Fund or the Adviser, cast in person at a meeting
called for the purpose of voting on such approval. It may be terminated without
penalty at any time on sixty days written notice, either by the Board of
Directors of the Fund, by a vote of a majority of the outstanding shares of the
Fund or by the Adviser, and automatically terminates upon its assignment (within
the meaning of said Investment Company Act).

DETERMINATION OF NET ASSET VALUE

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

A security that is listed or traded on more than one exchange is valued at
the quotation on the exchange determined to be the primary exchange for such
security by the Directors or their delegates. Because of the need to obtain
prices as of the close of trading on various exchanges throughout the world, the
calculation of net asset value may not take place if the Fund invests in foreign
securities contemporaneously with the determination of the prices of the
majority of the portfolio securities. All assets and liabilities initially
expressed in foreign currency values will be converted into United States dollar
values at the mean between the bid and ask quotations of such currencies against
United States dollars as last quoted by any recognized dealer. If an event

10
<PAGE>

were to occur after the value of an investment was so established but before the
net asset value per share was determined, which was likely to materially change
the net asset value, then the instrument would be valued using fair value
considerations by the Directors or their delegates. If at any time the Fund has
investments where market quotations are not readily available, such investments
are valued at the fair value thereof as determined in good faith by the
Directors although the actual calculations may be made by persons acting
pursuant to the direction of the Directors.

HOW TO BUY SHARES

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

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

ALTERNATIVE PURCHASE ARRANGEMENTS

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

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

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

CLASS A SHARES
Class A Shares incur a sales charge when they are purchased and enjoy the
benefit of not being subject to any sales charge when they are redeemed. Class A
Shares are subject to ongoing distribution and services fees at an annual rate
of 0.25% of the Fund's aggregate average daily net assets attributable to the
Class A Shares. In addition, certain purchases of Class A Shares qualify for
reduced initial sales charges. See the Fund's current Prospectus for additional
information.

CLASS B SHARES
Class B Shares do not incur a sales charge when they are purchased, but they
are subject to a sales charge if they are redeemed within five years of
purchase. The deferred sales charge may be waived in connection with certain
qualifying redemptions. See the Fund's current Prospectus for additional
information.

Class B Shares are subject to ongoing distribution and services fees at an
aggregate annual rate of up to 1.00% of the Fund's aggregate average daily net
assets attributable to the Class B Shares. Class B Shares enjoy the benefit of
permitting all of the investor's dollars to work from the time the investment is
made. The higher ongoing distribution and services fees paid by Class B Shares
will cause such shares to have a higher expense ratio and to pay lower
dividends, to the extent any dividends are paid, than those related to Class A
Shares. Class B Shares will automatically convert to Class A Shares eight years
after the end of the calendar month in which the shareholder's order to purchase
was accepted, in the circumstances and subject to the qualifications described
in the Fund's Prospectus. The purpose of the conversion feature is to relieve
the holders of the Class B Shares that have been outstanding for a period of
time sufficient for the adviser and the Distributor to have been compensated for
distribution expenses related to the Class B Shares from most of the burden of
such distribution related expenses.

11
<PAGE>

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

For purposes of conversion to Class A Shares, shares purchased through the
reinvestment of dividends and distributions paid in respect of Class B Shares in
a shareholder's Fund account will be considered to be held in a separate
sub-account. Each time any Class B Shares in the shareholder's Fund account
(other than those in the sub-account) convert to Class A, an equal pro rata
portion of the Class B Share dividends in the sub-account will also convert to
Class A Shares.

CLASS A SHARES--REDUCED INITIAL SALES CHARGES
Investors choosing Class A Shares may be entitled to reduced sales charges.
The five ways in which sales charges may be avoided or reduced are described
below.

QUALIFIED PURCHASERS. If you fall within any one of the following categories,
you will not have to pay a sales charge on your purchase of Class A Shares: (1)
trustee, director or officer of the Phoenix Funds, the Phoenix-Engemann Funds,
Phoenix-Seneca Funds or any other mutual fund advised, subadvised or distributed
by the Adviser, Distributor or any of their corporate affiliates (an "Affiliated
Phoenix Fund"); (2) any director or officer, or any full-time employee or sales
representative (for at least 90 days) of the Adviser or Distributor; (3)
registered representatives and employees of securities dealers with whom
Distributor has sales agreements; (4) any qualified retirement plan exclusively
for persons described above; (5) any officer, director or employee of a
corporate affiliate of the Adviser or Distributor; (6) any spouse, child,
parent, grandparent, brother or sister of any person named in (1), (2), (3) or
(5) above; (7) employee benefit plans for employees of the Adviser, Distributor
and/or their corporate affiliates; (8) any employee or agent who retires from
Phoenix Home Life, Distributor and/or their corporate affiliates; (9) any
account held in the name of a qualified employee benefit plan, endowment fund or
foundation if, on the date of the initial investment, the plan, fund or
foundation has assets of $10,000,000 or more or at least 100 eligible employees;
(10) any person with a direct rollover transfer of shares from an established
Phoenix Fund, Phoenix-Engemann Fund or Phoenix-Seneca Fund qualified plan; (11)
any Phoenix Home Life separate account which funds group annuity contracts
offered to qualified employee benefit plans; (12) any state, county, city,
department, authority or similar agency prohibited by law from paying a sales
charge; (13) any fully matriculated student in any U.S. service academy; (14)
any unallocated account held by a third party administrator, registered
investment adviser, Fund company, or bank Fund department which exercises
discretionary authority and holds the account in a fiduciary, agency, custodial
or similar capacity, if in the aggregate such accounts held by such entity equal
or exceed $1,000,000; (15) any person who is investing redemption proceeds from
investment companies other than the Phoenix Funds, Phoenix-Engemann Fund or
Phoenix-Seneca Fund if, in connection with the purchases or redemption of the
redeemed shares, the investor paid a prior sales charge provided such investor
supplies verification that the redemption occurred within 90 days of the Phoenix
Fund purchase and that a sales charge was paid; (16) any deferred compensation
plan established for the benefit of any Phoenix Fund, Phoenix-Engemann Fund or
Phoenix-Seneca Fund trustee or director; provided that sales to persons listed
in (1) through (15) above are made upon the written assurance of the purchaser
that the purchase is made for investment purposes and that the shares so
acquired will not be resold except to the Fund; (17) purchasers of Class A
Shares bought through investment advisers and financial planners who charge an
advisory, consulting or other fee for their services and buy shares for their
own accounts or the accounts of their clients; (18) retirement plans and
deferred compensation plans and trusts used to fund those plans (including, for
example, plans qualified or created under sections 401(a), 403(b) or 457 of the
Internal Revenue Code), and "rabbi trusts" that buy shares for their own
accounts, in each case if those purchases are made through a broker or agent or
other financial intermediary that has made special arrangements with the
Distributor for such purchases; or (19) clients of investment advisors or
financial planners who buy shares for their own accounts but only if their
accounts are linked to a master account of their investment advisor or financial
planner on the books and records of the broker, agent or financial intermediary
with which the Distributor has made such special arrangements (each of the
investors described in (17) through (19) may be charged a fee by the broker,
agent or financial intermediary for purchasing shares).

COMBINATION PURCHASE PRIVILEGE. Your purchase of any class of shares of this
or any other Affiliated Phoenix Fund (other than Phoenix Money Market Fund
Series Class A Shares), if made at the same time by the same "person," will be
added together to determine whether the combined sum entitles you to an
immediate reduction in sales charges. A "person" is defined in this and the
following sections as (a) any individual, their spouse and minor children
purchasing shares for his or their own account (including an IRA account)
including his or their own trust; (b) a trustee or other fiduciary purchasing
for a single trust, estate or single fiduciary account (even though more than
one beneficiary may exist); (c) multiple employer trusts or Section 403(b) plans
for the same employer; (d) multiple accounts (up to 200) under a qualified
employee benefit plan or administered by a third party administrator; or (e)
trust companies, bank trust departments, registered investment advisers, and
similar entities placing orders or providing administrative services with
respect to funds over which they exercise discretionary investment authority and
which are held in a fiduciary, agency, custodial or similar capacity, provided
all shares are held of record in the name, or nominee name, of the entity
placing the order.

12
<PAGE>

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

LETTER OF INTENT. If you sign a Letter of Intent, your purchase of any class
of shares of this or any other Affiliated Phoenix Fund (other than Phoenix Money
Market Fund Series Class A Shares), if made by the same person within a 13-month
period, will be added together to determine whether you are entitled to an
immediate reduction in sales charges. Sales charges are reduced based on the
overall amount you indicate that you will buy under the Letter of Intent. The
Letter of Intent is a mutually non-binding arrangement between you and the
Distributor. Since the Distributor doesn't know whether you will ultimately
fulfill the Letter of Intent, shares worth 5% of the amount of each purchase
will be set aside until you fulfill the Letter of Intent. When you buy enough
shares to fulfill the Letter of Intent, these shares will no longer be
restricted. If, on the other hand, you do not satisfy the Letter of Intent, or
otherwise wish to sell any restricted shares, you will be given the choice of
either buying enough shares to fulfill the Letter of Intent or paying the
difference between any sales charge you previously paid and the otherwise
applicable sales charge based on the intended aggregate purchases described in
the Letter of Intent. You will be given 20 days to make this decision. If you do
not exercise either election, the Distributor will automatically redeem the
number of your restricted shares needed to make up the deficiency in sales
charges received. The Distributor will redeem restricted Class A Shares before
Class C or B Shares, respectively. Oldest shares will be redeemed before selling
newer shares. Any remaining shares will then be deposited to your account.

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

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

CLASS B SHARES--WAIVER OF SALES CHARGES
The CDSC is waived on the redemption (sale) of Class B Shares if the
redemption is made (a) within one year of death (i) of the sole shareholder on
an individual account, (ii) of a joint tenant where the surviving joint tenant
is the deceased's spouse, or (iii) of the beneficiary of a Uniform Gifts to
Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial
account; (b) within one year of disability, as defined in Code Section 72(m)(7);
(c) as a mandatory distribution upon reaching age 70 1/2 under any retirement
plan qualified under Code Sections 401, 408 or 403(b) or resulting from the
tax-free return of an excess contribution to an IRA; (d) by 401(k) plans using
an approved participant tracking system for participant hardships, death,
disability or normal retirement, and loans which are subsequently repaid; (e)
based on the exercise of exchange privileges among Class B Shares of this or any
other Affiliated Phoenix Fund; (f) based on any direct rollover transfer of
shares from an established Affiliated Phoenix Fund qualified plan into an
Affiliated Phoenix Fund IRA by participants terminating from the qualified plan;
and (g) based on the systematic withdrawal program. If, as described in
condition (a) above, an account is transferred to an account registered in the
name of a deceased's estate, the CDSC will be waived on any redemption from the
estate account occurring within one year of the death. If the Class B Shares are
not redeemed within one year of the death, they will remain subject to the
applicable CDSC.

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

13
<PAGE>

INVESTOR ACCOUNT SERVICES

The Fund offers accumulation plans, withdrawal plans and reinvestment and
exchange privileges. Certain privileges may not be available in connection with
all classes. In most cases, changes to account services may be accomplished over
the phone. Inquiries regarding policies and procedures relating to shareholder
account services should be directed to Shareholder Services at (800) 243-1574.

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

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

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

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

To establish this service, please complete an Invest-by-Phone Application and
attach a voided check if applicable. Upon Equity Planning's acceptance of the
authorization form (usually within two weeks) shareholders may call toll free
(800) 367-5877 prior to 3:00 p.m. (New York time) to place their purchase
request. Instructions as to the account number and amount to be invested must be
communicated to Equity Planning. Equity Planning will then contact the
shareholder's bank via ACH with appropriate instructions. The purchase is
normally credited to the shareholder's account the day following receipt of the
verbal instructions. The Fund may delay the mailing of a check for redemption
proceeds of Fund shares purchased with a check or via Invest-by-Phone service
until the Fund has assured itself that good payment has been collected for the
purchase of the shares, which may take up to 15 days. The Fund and Equity
Planning reserve the right to modify or terminate the Invest-by-Phone service
for any reason or to institute charges for maintaining an Invest-by-Phone
account.

SYSTEMATIC WITHDRAWAL PROGRAM. The Systematic Withdrawal Program allows you
to periodically redeem a portion of your account on a predetermined monthly,
quarterly, semiannual or annual basis. A sufficient number of full and
fractional shares will be redeemed so that the designated payment is made on or
about the 20th day of the month. Shares are tendered for redemption by the
Transfer Agent, as agent for the shareowner, on or about the 15th of the month
at the closing net asset value on the date of

14
<PAGE>

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

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

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

HOW TO REDEEM SHARES

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

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

Redemptions by Class B shareholders will be subject to the applicable
deferred sales charge, if any.

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

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

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

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

15
<PAGE>

the same value assigned to them in computing the net asset value per share of
the Fund. A shareholder receiving such securities would incur brokerage costs
when he sold the securities.

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

TAX SHELTERED RETIREMENT PLANS

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

QUALIFICATION AS A REGULATED INVESTMENT COMPANY ("RIC")
It is the policy of the Fund to comply with provisions of the Internal
Revenue Code relieving investment companies which distribute substantially all
of their net income (both net investment income and net realized capital gains)
from Federal income tax on the amounts distributed.

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

Income dividends and short-term capital gain distributions, whether received
in shares or in cash, are treated by shareholders as ordinary income for Federal
income tax purposes.

Distributions which are designated by the Fund as long-term capital gains,
whether received in shares or in cash, are taxable to shareholders as long-term
capital gains (regardless of how long the distributee has been a shareholder).
Any loss from the sale of shares held for six months or less will be treated as
long-term capital loss to the extent of any capital gain distributions paid with
respect to such shares.

Any taxable distribution which is declared in December payable to
shareholders of record on any date in December and paid before the next February
1 will be taxable to shareholders in the year declared.

The Fund is required to withhold, for income taxes, 31% of dividends,
distributions and redemption payments if any of the following circumstances
exist: (i) a shareholder fails to provide the Fund with a correct taxpayer
identification number ("TIN"); (ii) the Fund is notified by the Internal Revenue
Service that the shareholder furnished an incorrect TIN; or (iii) the Fund is
notified by the Internal Revenue Service that withholding is required because
the shareholder failed to report the receipt of dividends or interest from other
sources. Withholding may also be required with respect to accounts where the
shareholder fails to certify that (i) the TIN provided is correct and (ii) the
shareholder is not subject to such withholding. However, withholding will not be
required in the case of certain exempt entities nor in the case of those
shareholders who comply with the procedures as set forth by the Internal Revenue
Service. If incorrect information is provided by the shareholder and the
Internal Revenue Service consequently assesses the Fund a penalty, this penalty
will be passed on to the shareholder.

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

The information included in the Prospectus with respect to Dividends,
distributions and Taxes, in conjunction with the foregoing, is a general and
abbreviated summary of applicable provisions of the Internal Revenue Code and
Treasury regulations

16
<PAGE>

now in effect as currently interpreted by the courts and the Internal Revenue
Service. The Code and these Regulations, as well as the current interpretations
thereof, may be changed at any time by legislative, judicial, or administrative
action.

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

THE DISTRIBUTOR

Equity Planning, a registered broker-dealer which is an indirect less than
wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company, serves as
Distributor of the Fund's shares. Philip R. McLoughlin, a Director and President
of the Fund, is a director and officer of Equity Planning. Michael E. Haylon, an
officer of the Fund, is a director of Equity Planning; and G. Jeffrey Bohne,
Nancy G. Curtiss, William R. Moyer, and Leonard J. Saltiel, officers of the
Fund, are officers of Equity Planning.

The Fund and Equity Planning have entered into distribution agreements under
which Equity Planning has agreed to use its best efforts to find purchasers for
Fund shares and the Fund has granted to Equity Planning the exclusive right to
purchase from the Fund and resell, as principal, shares needed to fill
unconditional orders for Fund shares. Equity Planning may sell Fund shares
through its registered representatives or through securities dealers with whom
it has sales agreements. Equity Planning may also sell Fund shares pursuant to
sales agreements entered into with bank-affiliated securities brokers who,
acting as agent for their customers, place orders for Fund shares with Equity
Planning. Although the Glass-Steagall Act prohibits banks and bank affiliates
from engaging in the business of underwriting, distributing or selling
securities (including mutual fund shares), banking regulators have indicated
that such institutions are not prohibited from purchasing mutual fund shares
upon the order and for the account of their customers. If, because of changes in
law or regulations, or because of new interpretations of existing law, it is
determined that agency transactions of banks and bank affiliated securities
brokers are not permitted under the Glass-Steagall Act, the Directors will
consider what action, if any, is appropriate. In addition, state securities laws
on this issue may differ from federal law, and banks and bank affiliates may be
required to register as securities dealers pursuant to state law. It is not
anticipated that termination of sales agreements with banks and bank affiliated
securities brokers would result in a loss to their customers or a change in the
net asset value per share of the Fund.

For its services under the distribution agreements, Equity Planning receives
sales charges on transactions in Fund shares and retains such charges less the
portion thereof allowed to its registered representatives and to securities
dealers and securities brokers with whom it has sales agreements. In addition,
Equity Planning may receive payments from the Fund pursuant to the Distribution
Plans described below. For the fiscal years ended December 31, 1996, 1997 and
1998, Equity Planning's gross commissions on sales of Fund shares totalled
$289,171, $186,575, and $168,306, respectively, of which the principal
underwriter received net commissions of $50,367, $133,928 and $36,753,
respectively, for its services, the balance being paid to dealers. For the
fiscal year ended October 31, 1998, the Distributor received net commissions of
$15,764 for Class A Shares and deferred sales charges of $20,989 for Class B and
Class C Shares.

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

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

<S> <C> <C> <C> <C>
Under $50,000 5.75% 6.10% 5.25%
$50,000 but under $100,000 4.75 4.99 4.25
$100,000 but under $250,000 3.75 3.90 3.25
$250,000 but under $500,000 2.75 2.83 2.25
$500,000 but under $1,000,000 2.00 2.04 1.75
$1,000,000 or more None None None
</TABLE>

In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares sold by such dealers. Your broker, dealer or
investment adviser may also charge you additional commissions or fees for their
services in selling shares to you provided they notify the Distributor of their
intention to do so.

Dealers and other entities who enter into special arrangements with the
Distributor may receive compensation for the sale and promotion of shares of the
Fund and/or for providing other shareholder services. Depending on the nature of
the services, these fees may be paid either from the Fund through distribution
fees, service fees or transfer agent fees or in some cases, the Distributor may
pay certain fees from its own profits and resources. From its own profits and
resources, the Distributor does intend to: (a) sponsor training and

17
<PAGE>

educational meetings and provide additional compensation to qualifying dealers
in the form of trips, merchandise or expense reimbursements; (b) from time to
time, pay special incentive and retention fees to qualified wholesalers,
registered financial institutions and third party marketers; (c) pay
broker/dealers an amount equal to 1% of the first $3 million of Class A Share
purchases by an account held in the name of a qualified employee benefit plan
with at least 100 eligible employees, 0.50% on the next $3 million, plus 0.25%
on the amount in excess of $6 million; and (d) excluding purchases as described
in (c) above, pay broker/dealers an amount equal to 1% of the amount of Class A
Shares sold above $1 million but under $3 million, 0.50% on the next $3 million,
plus 0.25% on the amount in excess of $6 million. If part or all of such
investment, including investments by qualified employee benefit plans, is
subsequently redeemed within one year of the investment date, the broker/dealer
will refund to the Distributor such amounts paid with respect to the investment.
In addition, the Distributor may pay the entire applicable sales charge on
purchases of Class A Shares to selected dealers and agents. Any dealer who
receives more than 90% of a sales charge may be deemed to be an "underwriter"
under the Securities Act of 1933.

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

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

Percentage rates are applied to the aggregate daily net asset values of the
Fund, PFPC, Inc. also charges minimum fees and additional fees to each
additional class of fund shares. Equity Planning retains PFPC, Inc. as subagent
for the fund which Equity Planning serves as administrative agent. PFPC, Inc.
agreed to a modified fee structure and waived certain charges. Because PFPC,
Inc.'s arrangement would have favored smaller funds over larger funds, Equity
Planning reallocates PFPC, Inc.'s overall asset-based charges among all funds
for which it serves as administrative agent on the basis of the relative net
assets of each fund. As a result, the PFPC, Inc. charges to the Fund are
expected to be slightly less than the amount that would be found through direct
application of the table illustrated above. For services to the Fund during the
fiscal years ended December 31, 1996, 1997 and 1998, the Financial Agent
received fees of $103,432, $149,370, and $205,260, respectively.

DISTRIBUTION PLANS

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

Pursuant to the Plans, the Fund shall pay the Distributor for actual expenses
of the Distributor of 0.25% of the average daily net assets of the Fund's
average daily net assets for providing services to shareholders, including
assistance with inquiries related to shareholder accounts (the "Service Fee").
Pursuant to the Class B Plan, the Fund may reimburse the Distributor monthly for
actual expenses of the Distributor up to 0.75% annually of the average daily net
assets of the Fund's Class B Shares.

Expenditures under the Plans shall consist of: (i) commissions to sales
personnel for selling shares of the Fund (including underwriting fees and
financing expenses incurred in connection with the payment of commissions); (ii)
compensation, sales incentives and payments to sales, marketing and service
personnel; (iii) payments to broker-dealers and other financial institutions
which have entered into agreements with the Distributor in the form of the
Dealer Agreement for Phoenix Funds for services rendered in connection with the
sale and distribution of shares of the Funds; (iv) payment of expenses incurred
in sales and promotional activities, including advertising expenditures related
to the Funds; (v) the costs of preparing and distributing promotional materials;
(vi) the cost of printing the Fund's Prospectus and Statement of Additional
Information for distribution to potential investors; and (vii) such other
similar services that the Directors determine are reasonably calculated to
result in the sale of shares of the Fund.

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

18
<PAGE>

From its own resources or pursuant to the Plan, and subject to the dealers'
prior approval, the Distributor may provide additional compensation to
registered representatives of dealers in the form of travel expenses, meals, and
lodging associated with training and educational meetings sponsored by the
Distributor. The Distributor may also provide gifts amounting in value to less
than $100, and occasional meals or entertainment, to registered representatives
of dealers. Any such travel expenses, meals, lodging, gifts or entertainment
paid will not be preconditioned upon the registered representatives' or dealers'
achievement of a sales target. The Distributor may, from time to time, reallow
the entire portion of the sales charge on Class A shares which it normally
retains to individual selling dealers. However, such additional reallowance
generally will be made only when the selling dealer commits to substantial
marketing support such as internal wholesaling through dedicated personnel,
internal communications and mass mailings.

Each Plan requires that at least quarterly the Directors of the Fund review a
written report with respect to the amounts expended under the Plans and the
purposes for which such expenditures were made. While the Plans are in effect,
the Fund will be required to commit the selection and nomination of candidates
for Directors who are not interested persons of the Fund to the discretion of
other Directors who are not interested persons. Each Plan continues in effect
from year to year only provided such continuance is approved annually in advance
by votes of the majority of both (a) the Board of Directors of the Fund and (b)
the Rule 12b-1 Directors, cast in person at a meeting called for the purpose of
voting on the Plan and any agreements related to the Plan.

For the fiscal year ended December 31, 1998 the Fund paid Rule 12b-1 Fees in
the amount of $869,050, of which the Distributor received $189,599, unaffiliated
broker-dealers received $629,696 and W.S. Griffith & Co., Inc., an affiliate,
received $49,755. The Rule 12b-1 payments were used for (1) compensating dealers
$711,197, (2) compensating sales personnel $166,704, (3) advertising $72,658,
(4) printing and mailing of prospectuses to other than current shareholders
$16,340, (5) service costs $54,449 and (6) other $28,535. The Distributor's
expenses from selling and servicing Class B Shares may be more than the payments
received from contingent deferred sales charges collected on redeemed shares and
from the Fund under the Class B Plan. Those expenses may be carried over and
paid in future years. At December 31, 1998, the end of the last Plan year,
Distributor had incurred unreimbursed expenses under the Class B Plan of
$414,425 (equal to 0.13% of the Fund's net assets) which have been carried over
into the present Class B Plan year.

No interested person of the Fund and no Director who is not an interested
person of the Fund, as that term is defined in the Investment Company Act of
1940, had any direct or indirect financial interest in the operation of the
Plans.

MANAGEMENT OF THE FUND

The Fund is an open-end management investment company known as a mutual fund.
The Directors of the Fund ("Directors") are responsible for the overall
supervision of the Fund and perform the various duties imposed on Directors by
the Investment Company Act of 1940 and Massachusetts General Corporation Law.

DIRECTORS AND OFFICERS
The Directors and Officers of the Fund and their business affiliations for
the past five years are set forth below and, unless otherwise noted, the address
of each Director and executive officer is 56 Prospect Street, Hartford,
Connecticut, 06115-0480.

<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
- --------------------- ------------- -----------------------
<S> <C> <C>
Robert Chesek (64) Director Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix
49 Old Post Road Funds. Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Wethersfield, CT 06109 Phelps Institutional Mutual Funds (1996-present). Vice President,
Common Stock, Phoenix Home Life Mutual Insurance Company
(1980-1994).
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
- --------------------- ------------- -----------------------
<S> <C> <C>
E. Virgil Conway (69) Director Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present), Union
Pacific Corp. (1978-present), Blackrock Freddie Mac Mortgage Securities
Fund (Advisory Director) (1990-present), Centennial Insurance Company
(1974-present), Josiah Macy, Jr., Foundation (1975-present), The Harlem
Youth Development Foundation (1987-present) (Chairman, 1998-present),
Accuhealth (1994-present), Trism, Inc. (1994-present), Realty
Foundation of New York (1972-present), New York Housing Partnership
Development Corp. (Chairman) (1981-present) and Academy of Political
Science (Vice Chairman) (1985-present). Director/Trustee, Phoenix Funds
(1993-present). Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff
& Phelps Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present). 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 (69) Director Director/Trustee, Phoenix Funds (1983-present). Trustee,
330 East 39th Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Apartment 29G Institutional Mutual Funds (1996-present). Director, Duff & Phelps
New York, NY 10016 Utilities Tax-Free Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present). Director, Farragut
Mortgage Co., Inc. (1991-1994). Formerly a Major General of the
British Army.

*Francis E. Jeffries (68) Director Director/Trustee, Phoenix Funds (1995-present). Trustee,
6585 Nicholas Blvd Phoenix-Aberdeen Series Inc. and Phoenix Duff & Phelps
Apt. 1601 Institutional Mutual Funds (1996-present). Director, Duff & Phelps
Naples, FL 33963 Utilities Income Inc. (1987-present), Duff & Phelps Utilities
Tax-Free Income Inc. (1991-present) and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1993-present). Director, The Empire
District Electric Company (1984-present). Director (1989-1997),
Chairman of the Board (1993-1997), President (1989-1993), and
Chief Executive Officer (1989-1995), Phoenix Investment Partners,
Ltd.

Leroy Keith, Jr. (60) Director Chairman and Chief Executive Officer, Carson Products Company
Chairman and Chief (1995-present). Director/Trustee, Phoenix Funds (1980-present).
Executive Officer Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Carson Product Company Institutional Mutual Funds (1996-present). Director, Equifax Corp.
64 Ross Road (1991-present) and Evergreen International Fund, Inc.
Savannah, GA 30750 (1989-present). Trustee, Evergreen Liquid Trust, Evergreen Tax
Exempt Trust, Evergreen Tax Free Fund, Master Reserves Tax Free
Trust, and Master Reserves Trust. President, Morehouse College
(1987-1994). Chairman and Chief Executive Officer, Keith Ventures
(1992-1994).
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
- --------------------- ------------- -----------------------
<S> <C> <C>
*Philip R. McLoughlin (52) Director and Chairman (1997-present), Director (1995-present), Vice Chairman
President (1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive
Vice President, Investments (1988-present), Phoenix Home Life
Mutual Insurance Company. Director/Trustee and President, Phoenix
Funds (1989-present). Trustee and President, Phoenix-Aberdeen
Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. (1995-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1995-present). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990- present), Phoenix Equity
Planning Corporation. Director (1993-present), Chairman
(1993-present) and Chief Executive Officer (1993-1995), National
Securities & Research Corporation. Director, Phoenix Realty Group,
Inc. (1994-present), Phoenix Realty Advisors, Inc. (1987-present),
Phoenix Realty Investors, Inc. (1994-present), Phoenix Realty
Securities, Inc. (1994-present), PXRE Corporation (Delaware)
(1985-present), and World Trust Fund (1991-present). Director and
Executive Vice President, Phoenix Life and Annuity Company
(1996-present). Director and Executive Vice President, PHL
Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director and
President, Phoenix Securities Group, Inc. (1993-1995). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co.,
Inc. Director, Townsend Financial Advisers, Inc. (1992-present),
Director, PHL Associates, Inc. (1995-present).

Everett L. Morris (70) Director Vice President, W.H. Reaves and Company (1993-present). Director/
164 Laird Road Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-Aberdeen
Colts Neck, NJ 07722 Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1993-present).

*James M. Oates (52) Director 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 LLC (1995-present). Director/Trustee, Phoenix Funds (1987-present).
60 State Street Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present). Director, AIB Govett
Boston, MA 02109 Funds (1991-present), Blue Cross and Blue Shield of New Hampshire
(1994-present), Investors Financial Service Corporation
(1995-present), Investors Bank & Trust Corporation
(1995-present), Plymouth Rubber Co. (1995-present), Stifel
Financial (1996-present), Command Systems, Inc. (1998-present)
and Connecticut River Bancorp (1998-present). Vice Chairman,
Massachusetts Housing-Partnership (1998-present). Member, Chief
Executives Organization (1996-present). Director (1984-1994),
President (1984-1994) and Chief Executive Officer (1986-1994),
Neworld Bank. Director/Trustee, the National Affiliated
Investment Companies (until 1993).
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
- --------------------- ------------- -----------------------
<S> <C> <C>
*Calvin J. Pedersen (57) Director Director (1986-present), President (1993-present) and Executive
Phoenix Duff & Phelps Vice President (1992-1993), Phoenix Investment Partners, Ltd.
Corporation Director/ Trustee, Phoenix Funds (1995-present). Trustee,
55 East Monroe Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Suite 3600 Institutional Mutual Funds (1996-present). President and Chief
Chicago, IL 60603 Executive Officer, Duff & Phelps Utilities Tax-Free Income Inc.
(1995-present), Duff & Phelps Utilities Income Inc.
(1994-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present).

Herbert Roth, Jr. (70) Director Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present). Director, Boston
Sherborn, MA 01770 Edison Company (1978-present), Phoenix Home Life Mutual Insurance
Company (1972-1998), Landauer, Inc. (medical services)
(1970-present), Tech Ops./ Sevcon, Inc. (electronic controllers)
(1987-present), and Mark IV Industries (diversified manufacturer)
(1985-present). Member, Directors Advisory Council, Phoenix Home
Life Mutual Insurance Company (1998-present). Director, Key
Energy Group (oil rig service) (1988-1994).

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

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

Michael E. Haylon (41) Executive Director and Executive Vice President--Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Executive Vice
President President, Phoenix Funds (1993-present) and Phoenix-Aberdeen
Series Fund (1996-present). Executive Vice President
(1997-present), Vice President (1996-1997), Phoenix Duff & Phelps
Institutional Mutual Funds. Director (1994-present), President
(1995-present), Executive Vice President (1994-1995), Vice
President (1991-1994), Phoenix Investment Counsel, Inc. Director
(1994-present), President (1996-present), Executive Vice President
(1994-1996), Vice President (1993-1994), National Securities &
Research Corporation. Director, Phoenix Equity Planning
Corporation (1995-present). Senior Vice President, Securities
Investments, Phoenix Home Life Mutual Insurance Company
(1993-1995). Various other positions with Phoenix Home Life Mutual
Insurance Company (1990-1993).

John F. Sharry (46) Executive Executive Vice President, Phoenix Strategic Allocation Fund, Inc.
Vice (1998-present). Managing Director, Retail Distribution
President (1995-present). Executive Vice President, Phoenix Funds
(1998-present), Phoenix-Aberdeen Series Funds (1998-present), and
Phoenix Multi-Portfolio Fund (1998-present). Managing Director,
Director and National Sales Manager, Putnam Mutual Funds (until
1995).

</TABLE>
22
<PAGE>

<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
- --------------------- ------------- -----------------------
<S> <C> <C>

James D. Wehr (41) Senior Vice Senior Vice President (1998-present), Managing Director, Fixed
President Income (1996-1998), Vice President (1991-1996), Phoenix Investment
Counsel, Inc. Senior Vice President (1998-present), Managing Director,
Fixed Income (1996-1998), Vice President (1993-1996), National
Securities & Research Corporation. Senior Vice President
(1997-present), Vice President (1988-1997) Phoenix Multi-Portfolio
Fund; Senior Vice President (1997-present), Vice President (1990-1997)
Phoenix Series Fund; Senior Vice President (1997-present), Vice
President (1991-1997) The Phoenix Edge Series Fund; Senior Vice
President (1997-present), Vice President (1993-1997) Phoenix California
Tax Exempt Bonds, Inc., and Senior Vice President (1997-present), Vice
President (1996-1997) Phoenix Duff & Phelps Institutional Mutual Funds.
Senior Vice President (1997-present) Phoenix Multi-Sector Fixed Income
Fund, Inc., Phoenix Multi-Sector Short Term Bond Fund, Phoenix Income
and Growth Fund and Phoenix Strategic Allocation Fund, Inc. Managing
Director, Public Fixed Income, Phoenix Home Life Insurance Company
(1991-1995).

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

William R. Moyer (54) Vice Senior Vice President and Chief Financial Officer, Phoenix Duff &
100 Bright Meadow Blvd. President Phelps Corporation (1995-present). Senior Vice President, Finance
PO Box 2200 (1990-present), Director (1998-present), Treasurer (1998-present
Enfield, CT 06083-2200 and 1994-1996), and Chief Financial Officer (1996-present),
Phoenix Equity Planning Corporation. Senior Vice President
(1990-present), Director (1998-present), Chief Financial Officer
(1996-present) and Treasurer (1994-present), Phoenix Investment
Counsel, Inc. Senior Vice President, Finance (1993-present), Chief
Financial Officer (1996-present), and Treasurer (1994-present),
National Securities & Research Corporation. Senior Vice President
and Chief Financial Officer, Duff & Phelps Investment Management
Co. (1996-present). Vice President, Phoenix Funds (1990-present),
Phoenix-Duff & Phelps Institutional Mutual Funds (1996-present)
and Phoenix-Aberdeen Series Fund (1996-present). Senior Vice
President and Chief Financial Officer, W. S. Griffith & Co., Inc.
(1992-1995) and Townsend Financial Advisers, Inc. (1993-1995).
Vice President, the National Affiliated Investment Companies
(until 1993). Vice President, Investment Products Finance, Phoenix
Home Life Mutual Insurance Company (1990-1995).

Nancy G. Curtiss (46) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Aberdeen Series Fund
(1996-present). Second Vice President and Treasurer, Fund
Accounting, Phoenix Home Life Mutual Insurance Company
(1994-1995). Various positions with Phoenix Home Life Insurance
Company (1987-1994).
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
- --------------------- ------------- -----------------------
<S> <C> <C>
G. Jeffrey Bohne (51) Secretary and Clerk Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Vice President, Transfer Agent
Greenfield, MA 01301 Operations (1993-1996), Vice President, Mutual Fund Customer
Service (1996-present), Phoenix Equity Planning Corporation.
Secretary/Clerk, Phoenix Funds (1993-present), Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Aberdeen Series Fund (1996-present). Vice President, Home
Life of New York Insurance Company (1984-1992). Clerk, Phoenix
Investment Council (1995-present).
</TABLE>

- -----------------
*Directors identified with an asterisk are considered to be interested persons
of the Fund (within the meaning of the Investment Company Act of 1940, as
amended) because of their affiliation with Phoenix Investment Counsel, Inc.,
or Phoenix Equity Planning Corporation or Phoenix Investment Partners, Ltd.

For services rendered to the Fund for the fiscal year ended December 31,
1998, the Directors received an aggregate of $15,277. For services on the Boards
of Directors/Trustees of the Phoenix Funds, each Director who is not a full-time
employee of the Adviser or any of its affiliates currently receives a retainer
at the annual rate of $40,000 and a fee of $2,500 per joint meeting of the
Boards. Each Director 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 Director 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 Director 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
Directors. Director fee costs are allocated equally to each of the Funds and the
Funds within the Phoenix Funds complex. The foregoing fees do not include
reimbursement of expenses incurred in connection with meeting attendance.
Officers and employees of the Adviser who are not interested persons are
compensated for their services by the Adviser and receive no compensation from
the Fund.

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

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
PENSION OR FROM FUND AND
AGGREGATE RETIREMENT BENEFITS ESTIMATED FUND COMPLEX
COMPENSATION ACCRUED AS PART ANNUAL BENEFITS (14 FUNDS)
NAME FROM FUND OF FUND EXPENSES UPON RETIREMENT PAID TO DIRECTORS
---- --------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
Robert Chesek * $
E. Virgil Conway+ $
Harry Dalzell-Payne+ $
Francis E. Jeffries * $
Leroy Keith, Jr. None None $
Philip R. McLoughlin+ 0 for any for any $0
Everett L. Morris+ Director Director $
James M. Oates+ $
Calvin J. Pedersen 0 $0
Herbert Roth, Jr.+ $
Richard E. Segerson $
Lowell P. Weicker $

</TABLE>

*This compensation (and the earnings thereon) was deferred pursuant to the
Deferred Compensation Plan. At December 31, 1998, the total amount of
deferred compensation (including interest and other accumulation earned on
the original amounts deferred) accrued for Messrs. Jeffries, Morris and Roth
was $175,029, $151,807 and $147,653, respectively. At present, by agreement
among the Fund, the Distributor and the electing director, director fees that
are deferred are paid by the Fund to the Distributor. The liability for the
deferred compensation obligation appears only as a liability of the
Distributor.

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

At April 8, 1999, the Directors and officers as a group owned less than 1% of
the then outstanding shares of the Fund.

24
<PAGE>

PRINCIPAL SHAREHOLDERS

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

<TABLE>
<CAPTION>
NAME OF SHAREHOLDER CLASS NUMBER OF SHARES PERCENT OF CLASS
- ------------------- ----- ---------------- ----------------
<S> <C> <C> <C>
MLPF&S for the sole benefit Class B
of its customers
ATTN: Fund Administration
4800 Deer Lake Dr E 3rd FL
Jacksonville, FL 32246-6484
</TABLE>

ADDITIONAL INFORMATION

CAPITAL STOCK
The Fund was originally organized on March 21, 1967 as a Massachusetts
corporation under the name of "Income and Capital Shares, Inc." The Directors
have designated the authorized capital stock of the Fund as 50,000,000 shares of
Class a Common Stock, $1 par value and 50,000,000 shares of Class B Common
Stock, $1 par value. Shareholders of the Fund are entitled to one full vote for
each full share owned and a fractional vote for any fractional share. Shares
will participate equally in dividends and distributions declared by the Fund and
in the Fund's net assets on liquidation, except as otherwise described in this
Prospectus. Shares are fully paid and non-assessable when issued and are
transferable and redeemable. Shares have no preemptive or conversion rights
(other than as described herein).

FINANCIAL STATEMENTS

The Financial Statements for the Fund's fiscal year ended December 31, 1999,
appearing in the Fund's 1999 Annual Report to Shareholders, are incorporated
herein by reference.

REPORTS TO SHAREHOLDERS
The fiscal year of the Fund ends on December 31. The Fund will send financial
statements to its shareholders at least semiannually. An annual report
containing financial statements audited by the Fund's independent accountants,
will be sent to shareholders each year.

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

CUSTODIANS AND TRANSFER AGENT
The custodian of the assets is State Street Bank and Trust Company, P.O. Box
351, Boston, Massachusetts, 02101. The Fund has authorized the custodians to
appoint one or more subcustodians for the assets of the Fund held outside the
United States. The securities and other assets of the Fund are held by each
Custodian or any subcustodian separate from the securities and assets of each
other Fund.

Pursuant to a Transfer Agent and Service Agreement with the Phoenix Funds,
Equity Planning acts as transfer agent for the Fund (the "Transfer Agent") for
which it is paid $17.95 for each designated shareholder account plus
out-of-pocket expenses. The Transfer Agent is authorized to engage subagents to
perform certain shareholder servicing functions from time to time for which such
agents shall be paid a fee by the Transfer Agent.

25
<PAGE>

APPENDIX

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

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

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

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

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

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

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

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

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

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

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

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

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

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

26
<PAGE>

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

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

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

27
<PAGE>

PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC.

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS

a.1 Articles of Organization effective November 22, 1966
previously filed and filed via EDGAR as Exhibit 1.1 with
Post-Effective Amendment No. 15 on April 24, 1997 and
incorporated herein by reference.

a.2 Restated Articles of Organization effective March 21, 1967
previously filed and filed via EDGAR as Exhibit 1.2 with
Post-Effective Amendment No. 15 on April 24, 1997 and
incorporated herein by reference.

a.3 Amendment to Restated Articles of Organization effective March
31, 1982 previously filed and filed via EDGAR as Exhibit 1.3
with Post-Effective Amendment No. 15 on April 24, 1997 and
incorporated herein by reference.

a.4 Amendment to Restated Articles of Organization effective July
9, 1986 filed with Amendment No. 10 and filed via EDGAR as
Exhibit 1.4 with Post-Effective Amendment No. 15 on April 24,
1997 and incorporated herein by reference.

a.5 Amendment to Restated Articles of Organization effective July
22, 1986 and filed with Amendment No. 10 and filed via EDGAR
as Exhibit 1.5 with Post-Effective Amendment No. 15 on April
24, 1997 and incorporated herein by reference.

a.6 Amendment to Restated Articles of Organization effective
September 15, 1987 and filed with Post-Effective Amendment No.
2 and filed via EDGAR as Exhibit 1.6 with Post-Effective
Amendment No. 15 on April 24, 1997 and incorporated herein by
reference.

a.7 Amendment to Restated Articles of Organization effective July
5, 1994 and filed via EDGAR as Exhibit 1.7 with Post-Effective
Amendment No. 15 on April 24, 1997 and incorporated herein by
reference.

a.8 Amendment to Restated Articles of Organization effective
October 12, 1994 and filed with Post-Effective Amendment No.
12 and filed via EDGAR as Exhibit 1.8 with Post-Effective
Amendment No. 15 on April 24, 1997 and incorporated herein by
reference.

a.9 Amendment to Restated Articles of Organization effective
November 14, 1996 and filed via EDGAR as Exhibit 1.9 with
Post-Effective Amendment No. 15 on April 24, 1997 and
incorporated herein by reference.

b. By-Laws: Filed as Exhibit 2 to Amendment No. 10 (filed on Form
N-1A) to Registrant's Registration Statement on Form N-8B-1
(File No. 811-1442) and filed via EDGAR with Post-Effective
Amendment No. 15 on April 24, 1997 and incorporated herein by
reference.

c. Reference is made to Article XXI of Registrant's By-Laws filed
with Amendment No. 10 and also Post-Effective Amendment Nos. 8
and 12 and filed via EDGAR as Exhibit 4 with Post-Effective
Amendment No. 15 on April 24, 1997 and incorporated herein by
reference.

d.1 Management Agreement dated January 1, 1994 between Registrant
and Phoenix Investment Counsel, Inc. filed with Post-Effective
Amendment No. 12 on June 30, 1994 and filed via EDGAR as
Exhibit 5.2 with Post-Effective Amendment No. 15 on April 24,
1997 and incorporated herein by reference.

C-1
<PAGE>

e.1 Underwriting Agreement between Registrant and Phoenix Equity
Planning Corporation dated November 19, 1997 filed via EDGAR
as Exhibit 6.1 with Post-Effective Amendment No. 16 on April
21, 1998 and incorporated herein by reference.

e.2 Form of Sales Agreement between Phoenix Equity Planning
Corporation and dealers filed via EDGAR as Exhibit 6.2 with
Post-Effective Amendment No. 16 on April 21, 1998 and
incorporated herein by reference.

e.3 Form of Supplement to Phoenix Family of Funds Sales Agreement
filed via EDGAR as Exhibit 6.3 with Post-Effective Amendment
No. 16 on April 21, 1998 and incorporated herein by reference.

e.4 Form of Financial Institution Sales Contract for the Phoenix
Family of Funds filed via EDGAR as Exhibit 6.4 with
Post-Effective Amendment No. 16 on April 21, 1998 and
incorporated herein by reference.

f. Not applicable.

g.1 Custodian Contract between Registrant and State Street Bank
and Trust Company dated May 1, 1997 filed via EDGAR as Exhibit
8.1 with Post-Effective Amendment No. 16 on April 21, 1998 and
incorporated herein by reference.

h.1 Amended and Restated Financial Agent Agreement between
Registrant and Phoenix Equity Planning Corporation dated
November 19, 1997 filed via EDGAR as Exhibit 9.1 with
Post-Effective Amendment No. 16 on April 21, 1998 and
incorporated herein by reference.

h.2 Form of Transfer Agency and Service Agreement between
Registrant and Phoenix Equity Planning Corporation filed as
Exhibit 9.2b to Post-Effective Amendment No. 12 on June 30,
1994 and filed via EDGAR as Exhibit 9.2 with Post-Effective
Amendment No. 15 on April 24, 1997 and incorporated herein by
reference.

h.3 Sub-Transfer Agency Agreement between Registrant and Phoenix
Equity Planning Corporation dated June 1, 1994 filed via EDGAR
as Exhibit 9.2c to Post-Effective Amendment No. 15 on April
24, 1997 and incorporated herein by reference.

h.4 First Amendment to the Amended and Restated Financial Agent
Agreement between Registrant and Phoenix Equity Planning
Corporation effective as of February 27, 1998 filed via EDGAR
as Exhibit 9.4 with Post-Effective Amendment No. 16 and
incorporated herein by reference.

h.5 Second Amendment to the Amended and Restated Financial Agent
Agreement between Registrant and Phoenix Equity Planning
Corporation effective as of June 1, 1998 filed via EDGAR with
Post-Effective Amendment No. 17 on February 26, 1999 and
incorporated herein by reference.

i. Opinion and Consent of Counsel covering shares of the Fund
filed via EDGAR as Exhibit 10 with Post-Effective Amendment
No. 14 on May 1, 1996 and incorporated herein by reference.
[Consent or new opinion of counsel to be filed by amendment.]

j. Consent of Independent Accountants.

k. Not applicable.

C-2
<PAGE>

l. Not applicable under rules relating to the filing of exhibits
in effect at date of original filing in 1966.

m.1 Amended and Restated Distribution Plan for Class A shares
filed via EDGAR as Exhibit 15.1 with Post-Effective Amendment
No. 16 on April 21, 1998 and incorporated herein by reference.

m.2 Amended and Restated Distribution Plan for Class B shares
filed via EDGAR as Exhibit 15.2 with Post-Effective Amendment
No. 16 on April 21, 1998 and incorporated herein by reference.

n.27 Financial Data Schedule.

o.1 Amended and Restated Rule 18f-3 Multi-Class Distribution Plan
effective January 1, 1997 filed via EDGAR as Exhibit 18.1 with
Post-Effective Amendment No. 16 on April 21, 1998 and
incorporated herein by reference.

o.2 First Amendment to the Amended and Restated Rule 18f-3
Multi-Class Distribution Plan filed via EDGAR with
Post-Effective Amendment No. 17 on February 26, 1999 and
incorporated herein by reference.

p.1. Powers of Attorney filed via EDGAR with Post-Effective
Amendment No. 17 on February 26, 1999 and incorporated herein
by reference.

- ----------
*filed herewith

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

ITEM 25. INDEMNIFICATION
Under the Registrant's By-Laws any present or former director or officer of
the Registrant is indemnified to the fullest extent permitted by law against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with any
action, suit or proceeding to which he may be made a party by reason of being or
having been a director or officer of the Registrant, provided he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
By-Laws do not authorize indemnification of any director or officer who is
liable to the Registrant or its shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See "Management of the Fund" in the Prospectus and "The Investment Adviser"
in the Statement of Additional Information for information regarding the
business of the Adviser. For information as to the business, profession,
vocation or employment of a substantial nature of directors and officers of the
Adviser, reference is made to the

C-3
<PAGE>

Adviser's current Form ADV (SEC file No. 801-5995) filed under the Investment
Advisers Act of 1940, incorporated herein by reference.

ITEM 29. PRINCIPAL UNDERWRITERS
(a) Equity Planning also serves as the principal underwriter for the
following other registrants:

Phoenix-Aberdeen Series Fund, Phoenix-Aberdeen Worldwide Opportunities
Fund, Phoenix-Goodwin California Tax Exempt Bonds, Inc., Phoenix Duff &
Phelps Institutional Mutual Funds, Phoenix-Engemann Funds, Phoenix
Equity Series Fund, Phoenix-Euclid Funds, Phoenix-Oakhurst Income &
Growth Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund,
Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc., Phoenix-Goodwin
Multi-Sector Short Term Bond Fund, Phoenix Series Fund, Phoenix-Seneca
Funds, Phoenix Strategic Equity Series Fund, Phoenix-Zweig Trust,
Phoenix Home Life Variable Universal Life Account, Phoenix Home Life
Variable Accumulation Account, PHL Variable Accumulation Account,
Phoenix Life and Annuity Variable Universal Life Account and PHL
Variable Separate Account MVA1.

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

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

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

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

John F. Sharry President, Executive
100 Bright Meadow Blvd. Retail Distribution Vice President
P.O. Box 1900
Enfield, CT 06083-2200

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

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

C-4
<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES WITH
BUSINESS ADDRESS WITH DISTRIBUTOR REGISTRANT
------------ ------------- -----------------
<S> <C> <C>

Thomas N. Steenberg Vice President, Counsel Assistant Secretary
55 East Monroe Street and Secretary
Suite 3600
Chicago, IL 60603

Jacqueline M. Porter Assistant Vice President, Assistant Treasurer
56 Prospect St. Financial Reporting
P.O. Box 150480
Hartford, CT 06115-0480
</TABLE>

(c) To the best of the Registrant's knowledge, no commissions or other
compensation was received by any principal underwriter who is not an affiliated
person of the Registrant or an affiliated person of such affiliated person,
directly or indirectly, from the Registrant during the Registrant's last fiscal
year.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder include Registrant's Clerk;
Registrant's Secretary; Registrant's investment adviser, Phoenix Investment
Counsel, Inc.; Registrant's financial agent and principal underwriter, Phoenix
Equity Planning Corporation; Registrant's dividend disbursing agent, State
Street Bank and Trust Company; and Registrant's custodian, State Street Bank and
Trust Company. The address of the Secretary and Clerk is 101 Munson Street, P.O.
Box 810, Greenfield, MA 01302-0810; the address of the investment adviser is 56
Prospect Street, Hartford, Connecticut 06115-0480; the address of the transfer
agent and the financial agent is 100 Bright Meadow Boulevard, Enfield,
Connecticut 06083-2200; the address of the dividend disbursing agent is State
Street Bank and Trust Company, P.0. Box 8301, Boston, Massachusetts 02266-8301
Attention: Phoenix Funds; and the address of the custodian is State Street Bank
and Trust Company, P.0. Box 351, Boston, Massachusetts 02101.

ITEM 29. MANAGEMENT SERVICES
The information required by this Item is included in the Statement of
Additional Information.

ITEM 30. UNDERTAKINGS
Not applicable.

C-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Fund has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Hartford, and the State of Connecticut on the 1st day of March, 2000.

PHOENIX-OAKHURST STRATEGIC ALLOCATION
FUND, INC.

ATTEST: /S/ PAMELA S. SINOFSKY BY: /S/ PHILIP R. MCLOUGHLIN
---------------------- ----------------------
PAMELA S. SINOFSKY PHILIP R. MCLOUGHLIN,
ASSISTANT SECRETARY PRESIDENT

Pursuant to the requirements of the Securities Act, this amendment to the
registration statement has been signed below by the following persons in the
capacities indicated, on this 1st day of March, 2000.

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

- -------------------------------------------------- Director
Robert Chesek*

- -------------------------------------------------- Director
E. Virgil Conway*

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

- -------------------------------------------------- Director
Harry Dalzell-Payne*

- -------------------------------------------------- Director
Francis E. Jeffries*

- -------------------------------------------------- Director
Leroy Keith, Jr.*

/s/ Philip R. McLoughlin President and Director
- -------------------------------------------------- (principal executive
Philip R. McLoughlin officer)

- -------------------------------------------------- Director
Everett L. Morris*

- -------------------------------------------------- Director
James M. Oates*

- -------------------------------------------------- Director
Calvin J. Pedersen*

- -------------------------------------------------- Director
Herbert Roth, Jr.*

- -------------------------------------------------- Director
Richard E. Segerson*

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

*By /s/ Philip R. McLoughlin
--------------------------------------------------
*Philip R. McLoughlin, Attorney-in-fact pursuant to powers of attorney.