PHOENIX ENGEMANN FUNDS
497, 2000-06-30
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                           THE PHOENIX-ENGEMANN FUNDS

                         Supplement dated June 30, 2000
            to Statement of Additional Information dated May 1, 2000


Effective July 1, 2000, the disclosure contained in the Statement of Additional
Information dated May 1, 2000 is amended as described below:

ADMINISTRATIVE SERVICES

The section entitled "Administration Agreement" on page 23 is renamed
"Administrative Services," and the first two paragraphs are replaced with the
following:

                 Phoenix Equity Planning Corporation ("PEPCO") also acts as
         administrative agent of the Trust and as such performs administrative,
         bookkeeping and pricing functions for the Funds. For services as
         financial agent, PEPCO 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, to the financial agent, plus (2) the documented
         cost of the financial agent to provide financial reporting and tax
         services and oversight of the subagent's performance. The current fee
         schedule of PFPC, Inc. is based upon the average of the aggregate daily
         net asset values of each Fund, at the following 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                        .01  %
                 Greater than $1 billion                           .0125%

                 Percentage rates are applied to the aggregate daily net asset
         values of the Funds. PFPC, Inc. also charges minimum fees and
         additional fees for each additional class of fund shares. PEPCO retains
         PFPC, Inc. as subagent for each of the funds for which PEPCO serves as
         financial 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, PEPCO reallocates PFPC, Inc.'s
         overall asset-based charges among all funds for which it serves as
         financial agent on the basis of the relative net assets of each fund.
         As a result, the PFPC, Inc. charges to the Funds are expected to be
         slightly less than the amount that would be found through direct
         application of the table illustrated above.


         The first sentence of the third paragraph in this section is amended
to read: "As compensation for its services and obligations under an
Administration Agreement in effect until June 30, 2000, PEPCO was paid a fee at
an annual rate equal to 0.50% of each Funds' average daily net assets up to $50
million, which rate was reduced at higher levels of net assets." The balance of
the third paragraph and the table below it remain unchanged.

         The first sentence of the last paragraph in this section is amended to
read: "PEPCO has voluntarily agreed to waive, when necessary, a portion of its
financial agent fee so that Other Operating Expenses (operating expenses
excluding management fees and 12b-1 fees) do not exceed the following limits:"
The table below this sentence remains unchanged.

TRANSFER AGENT

         Under the heading "Custodian and Transfer Agent" on page 28, the first
sentence of the second paragraph is replaced with the following: "Pursuant to a
Transfer Agent and Service Agreement with the Trust, Equity Planning serves as
transfer agent for the Funds (the "Transfer Agent") for which it is paid $17.95
for each designated shareholder account, plus out-of-pocket expenses." The
balance of the second paragraph remains unchanged.


                    INVESTORS SHOULD RETAIN THIS SUPPLEMENT
       WITH THE STATEMENT OF ADDITIONAL INFORMATION FOR FUTURE REFERENCE.



PXP 2011B/A-TA (06/00)



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