PHOENIX STRATEGIC EQUITY SERIES FUND, 485APOS, 1999-10-04

PHOENIX STRATEGIC EQUITY SERIES FUND
485APOS, 1999-10-04

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1999

REGISTRATION NOS. 33-6931
811-4727
================================================================================

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. 32 |X|

AND/OR
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 33 |X|
(CHECK APPROPRIATE BOX OR BOXES)

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

PHOENIX STRATEGIC EQUITY SERIES FUND
(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--SHAREHOLDER SERVICES
(800) 243-1574
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

PAMELA S. SINOFSKY
ASSISTANT VICE PRESIDENT
AND ASSISTANT COUNSEL
PHOENIX INVESTMENT PARTNERS, LTD.
56 PROSPECT STREET
HARTFORD, CONNECTICUT 06115-0479
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

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

| | immediately upon filing pursuant to paragraph (b)

[ ] on pursuant to paragraph (b)

[x] 60 days after filing pursuant to paragraph (a)(i)

[ ] on pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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

<PAGE>

PHOENIX STRATEGIC EQUITY SERIES FUND

CROSS REFERENCE SHEET PURSUANT TO RULE 495(A)
UNDER THE SECURITIES ACT OF 1993

PART A
INFORMATION REQUIRED IN PROSPECTUS

<TABLE>
<CAPTION>
ITEM NUMBER FORM N-1A, PART A PROSPECTUS CAPTION
- ----------------------------- ------------------

<S> <C> <C>
1. Front and Back Cover Pages................................ Cover Page, Back Cover Page
2. Risk/Return Summary: Investments, Risks, Performance...... Investment Risk and Return Summary
3. Risk/Return Summary: Fee Table............................ Fund Expenses
4. Investment Objectives, Principal Investment Strategies,
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
</TABLE>

PART B
INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION

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

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

PART C

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

<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Phoenix-Engemann Small Cap Fund
Investment Risk and Return Summary..................................... 1
Fund Expenses.......................................................... 4
Management of the Fund................................................. 5
Phoenix-Seneca Equity Opportunities Fund
Investment Risk and Return Summary..................................... 7
Fund Expenses.......................................................... 10
Management of the Fund................................................. 11
Phoenix-Seneca Strategic Theme Fund
Investment Risk and Return Summary..................................... 14
Fund Expenses.......................................................... 17
Management of the Fund................................................. 18
Additional Investment Techniques.......................................... 20
Pricing of Fund Shares.................................................... 21
Sales Charges............................................................. 22
Your Account.............................................................. 24
How to Buy Shares......................................................... 26
How to Sell Shares........................................................ 26
Things You Should Know When Selling Shares................................ 27
Account Policies.......................................................... 28
Investor Services......................................................... 29
Tax Status of Distributions............................................... 30
Financial Highlights...................................................... 31
Additional Information.................................................... 35

[triangle] Phoenix
Strategic
Equity
Series
Fund

<PAGE>

PHOENIX-ENGEMANN SMALL CAP FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Engemann Small Cap Fund has an investment objective of long-term capital
growth. There is no guarantee that the fund will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES

[arrow] The fund invests primarily in stocks of companies with total market
capitalizations of $1.5 billion or less at the time of investment. The
fund may invest in both U.S. and foreign (non-U.S.) issuers.

[arrow] The subadviser selects companies that it believes have the potential for
long-term, rapid growth. Companies are selected on the basis of their:

[bullet] ability to expand existing product lines, introduce new
products and expand geographically,

[bullet] market share gains,

[bullet] improved operating efficiency, and

[bullet] unexploited themes or acquisitions.

Additionally, the fund seeks companies with strong financial structures
and strong fundamental prospects.

[arrow] Any income derived from investments will be incidental.

[arrow] The subadviser's investment strategy may result in a higher portfolio
turnover rate for the fund. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax liability
to you.

[arrow] Securities are evaluated for sale when they fail to meet the
subadviser's expectations.

Temporary Defensive Strategy: When, in the subadviser's opinion, adverse market
or economic conditions warrant, any part of the fund's assets may be held in
cash or money market instruments, including U.S. Treasury obligations maturing
within one year from the date of purchase. In such instances, the fund may not
achieve its stated objective.

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

PRINCIPAL RISKS

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

Phoenix-Engemann Small Cap Fund 1

<PAGE>

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.

Conditions affecting the overall economy, specific industries or companies in
which the fund invests can be worse then expected. As a result, the value of
your shares may decrease.

SMALL CAPITALIZATIONS

Given the limited operating history and rapidly changing fundamental prospects,
investment returns from smaller capitalization companies can be highly volatile.
Small capitalization companies may be affected to a greater extent to changes in
economic conditions and conditions in particular industries, are subject to
varying patterns of trading volume and may, at times, be more difficult to sell.
Focusing fund investments in small companies may also subject the fund to
greater risks than a fund that invests in a broad range of securities that do
not have the potential to appreciate, and companies with small capitalizations
may find it more difficult to raise capital.

GROWTH STOCKS

Because growth stocks typically make little or no dividend payments to
shareholders, return is based on a stock's capital appreciation, making return
more dependent on market increases and decreases. Growth stocks are therefore
more volatile than non-growth stocks to market changes.

FOREIGN INVESTING

Foreign markets and currencies may not perform as well as U.S. markets.
Political and economic uncertainty in foreign countries, as well as less public
information about foreign investments may negatively impact the fund's
portfolio. Dividends and other income payable on foreign securities may be
subject to foreign taxes. 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.

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

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

2 Phoenix-Engemann Small Cap Fund

<PAGE>

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Engemann Small Cap Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year.(1) The table below shows
how the fund's average annual returns for one year and for the life of the fund
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.

[graphic omitted]

CALENDAR YEAR
1996 1997 1998

ANNUAL RETURN (%)
29.96 9.51 11.40

(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 period shown in the chart
above, the highest return for a quarter was 30.34% (quarter ending December 31,
1998) and the lowest return for a quarter was (15.62)% (quarter ending March 31,
1997). Year-to-date performance (through September 30, 1999) is __%.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98)(1) One Year Life of the Fund(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares 6.12% 24.37%
- ----------------------------------------------------------------------------------------------------------------
Class B Shares 6.71% 24.96%
- ----------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index (3) 1.23% 9.57%
- ----------------------------------------------------------------------------------------------------------------
</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) Since October 16, 1995.

(3) The Russell 2000 Growth Index is a commonly used, unmanaged indicator of
stock market total return performance for small-cap companies with above-average
growth orientation. The index does not reflect sales charges.

Phoenix-Engemann Small Cap Fund 3

<PAGE>

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

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

<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------ ------
<S> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None
Maximum Deferred Sales Charge (load) (as a percentage of
the lesser of the value redeemed or the amount invested) None 5%(a)
Maximum Sales Charge (load) Imposed on Reinvested None
Dividends 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 0.75% 0.75%
Distribution and Service (12b-1) Fees (b) 0.25% 1.00%
Other Expenses 0.46% 0.46%
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.46% 2.21%
==== ====
</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-Engemann Small Cap Fund

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $617 $915 $1,235 $2,138
- -----------------------------------------------------------------------------------------------------------------
Class B $624 $891 $1,185 $2,355
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

THE ADVISERS

Phoenix Investment Counsel, Inc. ("Phoenix") is the investment adviser to the
fund and is located at 56 Prospect Street, Hartford, CT 06115. Phoenix also acts
as the investment adviser for 14 other mutual funds, as subadviser to three
mutual funds and as adviser to institutional clients. As of December 31, 1998,
Phoenix had $23.9 billion in assets under management. Phoenix has acted as an
investment adviser for over sixty years.

Roger Engemann & Associates, Inc. ("Engemann") is the investment subadviser to
the fund and is located at 600 North Rosemead Boulevard, Pasadena, California
91107. Engemann acts as adviser to six mutual funds, as subadviser to four other
mutual funds and acts as investment adviser to institutions and individuals. As
of December 31, 1998, Engemann had $5.9 billion in assets under management.
Engemann has been an investment adviser since 1969.

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
$1+ billion
1(st) billion through $2 billion $2+ billion
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.75% 0.70% 0.65%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
Phoenix-Engemann Small Cap Fund 5
<PAGE>

Phoenix pays Engemann a subadvisory fee at the following rates:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Up to $323 million $1+ billion
$323 million through $1 billion through $2 billion $2+ billion
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Subadvisory Fee 0.20% 0.375% 0.35% 0.325%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$1,885,586. The ratio of management fees to average net assets for the fiscal
year ended April 30, 1999 was 0.75%. The total advisory fee of 0.75% of the
aggregate net assets of the fund is greater than that for most mutual funds;
however, the Trustees have determined that it is comparable to fees charged by
other mutual funds whose investment objectives are similar to those of the fund.

PORTFOLIO MANAGEMENT

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

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

The Trustees have directed management to ensure that the systems used by service
providers (Phoenix and its affiliates) in support of the funds' operations be
assessed and brought into Year 2000 compliance. Based upon its assessments,
Phoenix determined that it would be required to modify or replace portions of
its software so that its computer systems would properly utilize dates beyond
December 31, 1999. Phoenix management believes that the majority of these
systems are already Year 2000 compliant. Phoenix believes that with
modifications to existing software and conversions to new software, the Year
2000 issue will be mitigated. However, if the problem is not fully addressed,
the fund may be negatively impacted.

Phoenix is utilizing both internal and external resources to reprogram, or
replace, and test the software for Year 2000 modifications. As of June 30, 1999,
Phoenix mission-critical systems have been upgraded and tested for Year 2000
compliance. The total cost to become Year 2000 compliant is not an expense of
the fund and is not expected to have a material impact on the operating results
of Phoenix.

6 Phoenix-Engemann Small Cap Fund

<PAGE>

PHOENIX-SENECA EQUITY OPPORTUNITIES FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Seneca Equity Opportunities Fund has an investment objective of
long-term capital growth. There is no guarantee that the fund will achieve its
objective.

PRINCIPAL INVESTMENT STRATEGIES

[arrow] Under normal circumstances, the fund will invest at least 65% of its
total assets in common stocks.

[arrow] The subadviser uses a screening process to select stocks of companies
that it believes are:

[bullet] growing at the fastest rates;

[bullet] producing quality, sustainable earnings;

[bullet] well managed; and

[bullet] reasonably valued relative to their growth rate and to the
market.

[arrow] Stocks are reviewed for sale if:

[bullet] earnings reports disappoint;

[bullet] valuation levels reach the top of their historic levels; or

[bullet] earnings momentum peaks.

[arrow] The fund may invest in both U.S. and foreign (non-U.S.) stocks of any
type and from any industry.

[arrow] Any income derived from investments will be incidental.

Phoenix-Seneca Equity Opportunities Fund 7

<PAGE>

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

PRINCIPAL RISKS

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

GENERAL

Conditions affecting the overall economy, specific industries or companies in
which the fund invests can be worse than expected. As a result, the value of
your shares may decrease.

GROWTH STOCKS

SMALL CAPITALIZATIONS

FOREIGN INVESTING

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

8 Phoenix-Seneca Equity Opportunities Fund

<PAGE>

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Seneca Equity Opportunities Fund. The bar chart shows changes in
the fund's Class A Shares performance from year to year over a 10-year
period.(1) The table below shows how the fund's average annual returns for one,
five and ten years and for the life of the fund 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.

[graphic omitted]

CALENDAR YEAR
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

ANNUAL RETURN (%)
26.67 -6.59 23.17 16.80 13.35 -5.07 33.75 11.73 9.14 24.89

(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 period shown in the chart
above, the highest return for a quarter was 20.50% (quarter ending December 31,
1998) and the lowest return for a quarter was (14.36)% (quarter ending September
30, 1990). Year-to-date performance (through September 30, 1999) is __%.

- ------------------------------------------------------------------------------------------------------------------------------------
Life of the Fund(2)
Average Annual Total Returns ------------------------------------------------
(for the periods ending 12/31/98)(1) One Year Five Years Ten Years Class A Class B Class C Class X
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Shares 18.89% 12.98% 13.52% 11.20% -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Class B Shares 20.18% N/A N/A -- 16.34% -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Class C Shares(3) N/A N/A N/A -- -- N/A --
- ------------------------------------------------------------------------------------------------------------------------------------
Class X Shares(4) N/A N/A N/A -- -- -- N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index(5) 1.23% 10.22% 11.54% 12.79%(6) 13.68% -- --
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Class A Shares since August 1, 1944 and Class B Shares since July 19, 1994.

(3) Class C Shares will be offered as of the date of this prospectus.

(4) Class X Shares will be offered as of the date of this prospectus.

(5) The Russell 2000 Growth Index is a commonly used, unmanaged indicator of
stock market total return performance for small-cap companies with above-average
growth orientation. The index does not reflect sales charges.

(6) Index performance since December 31, 1978, inception of the Russell 2000
Growth Index.

Phoenix-Seneca Equity Opportunities Fund 9

<PAGE>

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

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

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

CLASS A CLASS B CLASS C CLASS X
SHARES SHARES SHARES SHARES
------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.70% 0.70% 0.70% 0.70%
Distribution and Service (12b-1) Fees (d) 0.25% 1.00% 1.00% None%
Other Expenses 0.29% 0.29% 0.29% 0.29%
---- ---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.24% 1.99% 1.99%(c) 0.99%(c)
==== ==== ==== ====

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

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

(b) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.

(c) Class C Shares and Class X Shares have been offered only since December
__,1999. The percentages indicated are estimates, actual expenses may be more
or less than the amounts shown.

(d) 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.

10 Phoenix-Seneca Equity Opportunities Fund
<PAGE>

- -----------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $595 $850 $1,124 $1,904
- -----------------------------------------------------------------------------------------------------------------
Class B $602 $824 $1,073 $2,123
- -----------------------------------------------------------------------------------------------------------------
Class C
- -----------------------------------------------------------------------------------------------------------------
Class X
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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

- -----------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $202 $624 $1,073 $2,123
- -----------------------------------------------------------------------------------------------------------------
Class C
- -----------------------------------------------------------------------------------------------------------------
Class X
- -----------------------------------------------------------------------------------------------------------------

</TABLE>

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

THE ADVISERS

Seneca Capital Management LLC ("Seneca") is the investment subadviser to the
fund and is located at 909 Montgomery Street, San Francisco, California 94133.
Seneca acts as a subadviser to nine other mutual funds and as investment adviser
to institutions and individuals. As of December 31, 1998, Seneca had $5.9
billion in assets under management. Seneca has been (with its predecessor,
GMG/Seneca Capital Management LP ("GMG/Seneca")) an investment adviser since
1989.

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

Phoenix-Seneca Equity Opportunities Fund 11
<PAGE>

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

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

Phoenix pays Seneca a subadvisory fee at the following rates:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Up to $184 million $1+ billion
$184 million through $1 billion through $2 billion $2+ billion
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Subadvisory Fee 0.20% 0.35% 0.325% 0.30%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$1,352,558. The ratio of management fees to average net assets for the fiscal
year ended April 30, 1999 was 0.70%.

PORTFOLIO MANAGEMENT

Investment and trading decisions for the fund are made by a team of managers and
analysts headed by Gail P. Seneca. The team leaders, which include Ms. Seneca,
Richard D. Little and Ronald K. Jacks, are primarily responsible for the
day-to-day decisions related to the fund.

Gail P. Seneca. Ms. Seneca has served as Co-Manager of the fund since January
1998. She also serves as Co-Manager of the Phoenix-Seneca Strategic Theme Fund
of Phoenix Strategic Equity Series Fund and of the Phoenix-Seneca Mid Cap Fund
of Phoenix Multi-Portfolio Fund. Ms. Seneca also serves as a team leader for
each of the Phoenix-Seneca Funds. Ms. Seneca has been the Chief Executive and
Investment Officer of Seneca or GMG/Seneca since November 1989. From October
1987 until October 1989, she was Senior Vice President of the Asset Management
Division of Wells Fargo Bank, and, from October 1983 to September 1987, she was
Investment Strategist and Portfolio Manager for Chase Lincoln Bank, heading the
fixed income division.

Richard D. Little. Mr. Little has served as Co-Manager of the fund since January
1998. He also serves as Co-Manager of the Phoenix-Seneca Strategic Theme Fund of
Phoenix Strategic Equity Series Fund and of the Phoenix-Seneca Mid Cap Fund of
Phoenix Multi-Portfolio Fund. Mr. Little also serves as a Portfolio Manager for
Phoenix-Seneca Growth Fund and Phoenix-Seneca Mid-Cap "EDGE"[service mark] Fund
of Phoenix-Seneca Funds. Mr. Little has been Director of Equities with Seneca or
GMG/Seneca since December 1989. Before he joined GMG/Seneca, Mr. Little held
positions as an analyst, board member, and regional manager with Smith Barney,
NatWest Securities, and Montgomery Securities.

Ronald K. Jacks. Mr. Jacks has served as Co-Manager of the fund since January
1998. He also serves as Co-Manager of the Phoenix-Seneca Strategic Theme Fund of
Phoenix Strategic Equity Series Fund and of the Phoenix-Seneca Mid Cap Fund of
Phoenix Multi-Portfolio Fund. Mr. Jacks also serves as a Portfolio Manager for
Phoenix-Seneca Growth Fund and Phoenix-Seneca Mid-Cap "EDGE"[service mark] Fund
of Phoenix-Seneca Funds. Mr. Jacks was Secretary of the Phoenix-Seneca Funds
from February 1996 through February 1998. Mr. Jacks was a Trustee of
Phoenix-Seneca Funds from February 1996 through June 1997. Mr. Jacks has been a
Portfolio Manager with Seneca or GMG/Seneca since July 1990.

12 Phoenix-Seneca Equity Opportunities Fund

<PAGE>

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

Phoenix-Seneca Equity Opportunities Fund 13
<PAGE>

PHOENIX-SENECA STRATEGIC THEME FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

Phoenix-Seneca Strategic Theme Fund has an investment objective of long-term
capital growth. There is no guarantee that the fund will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES

[arrow] The fund invests primarily in stocks of U.S. and foreign (non-U.S.)
companies that the subadviser believes are well positioned to benefit
from cultural, demographic, regulatory, social, or technological changes
worldwide and that offer growth potential.

[arrow] The subadviser establishes strategic (major changes affecting markets
for prolonged periods) and tactical (focused, short-term) investment
themes that generally reflect trends that appear likely to drive stocks
with:

[bullet] similar technologies and products; or

[bullet] embody social, economic, political and technological
considerations; or

[bullet] present a visionary idea or creative solution.

The themes should offer substantial appreciation potential and exhibit
some independence from economic cycles.

[arrow] The subadviser seeks to identify companies which are well positioned to
benefit from an investment theme and possess:

[bullet] satisfactory return on capital;

[bullet] enhanced industry position; and

[bullet] superior management skills.

[arrow] More than one theme may be pursued at a time and themes may change when
the subadviser believes that the theme is saturated or fully exploited.

Temporary Defensive Strategy: When, in the subadviser's opinion, adverse market
conditions warrant, investments may be made in fixed income securities with or
without warrants or

14 Phoenix-Seneca Strategic Theme Fund

<PAGE>

conversion features. The fund may also pursue a policy of retaining cash or
investing all or part of its assets in cash equivalents. In such instances, the
fund may not achieve its stated objective.

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

PRINCIPAL RISKS

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

GENERAL

Conditions affecting the overall economy, specific industries or companies in
which the fund invests can be worse than expected. As a result, the value of
your shares may decrease.

THEME INVESTING

Theme investing is dependent upon the subadviser's ability to anticipate
emerging market trends, exploit such investment opportunities and to thereafter
sell securities once the theme is saturated.

There is no assurance that the themes selected will increase as the market
increases.

If a limited number of themes are selected for fund investment, adverse
economic, political or regulatory developments may have a greater adverse effect
on the fund than if the fund invested in a larger number of themes.

Themes not selected for investment may prove more profitable than themes
selected for investment by the subadviser.

SMALL CAPITALIZATIONS

FOREIGN INVESTING

Phoenix-Seneca Strategic Theme Fund 15
<PAGE>

currencies other than U.S. dollars that will fluctuate in value as a result of
changes in the currency exchange rate.

IMPACT OF THE YEAR 2000 ISSUE ON FUND INVESTMENTS

PERFORMANCE TABLES

The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Seneca Strategic Theme Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year.(1) The table below shows
how the fund's average annual returns for one year and for the life of the fund
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.

[graphic omitted]

CALENDAR YEAR
1996 1997 1998

ANNUAL RETURN (%)
15.19 17.05 44.52

(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 period shown in the chart
above, the highest return for a quarter was 37.17% (quarter ending December 31,
1998) and the lowest return for a quarter was (7.68)% (quarter ending September
30, 1998). Year-to-date performance (through September 30, 1999) is 16.83%.

16 Phoenix-Seneca Strategic Theme Fund
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Life of the Fund(2)
-------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98)(1) One Year Class A Class B Class C
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares 37.70% 24.79% -- --
- -----------------------------------------------------------------------------------------------------------------
Class B Shares 39.60% -- 25.40% --
- -----------------------------------------------------------------------------------------------------------------
Class C Shares 43.65% -- -- 33.39%
- -----------------------------------------------------------------------------------------------------------------
S&P 500 Stock Index(3) 28.76% 28.66% 28.66% 28.27%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Class A and Class B Shares since October 16, 1995 and Class C Shares since
November 3, 1997.

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

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

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

CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees (c) 0.25% 1.00% 1.00%
Other Expenses 0.38% 0.38% 0.38%
---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.38% 2.13% 2.13%
==== ==== ====
</TABLE>
- ----------

(b) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.

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

Phoenix-Seneca Strategic Theme Fund 17
<PAGE>

EXAMPLE

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $609 $891 $1,194 $2,054
- -----------------------------------------------------------------------------------------------------------------
Class B $616 $867 $1,144 $2,271
- -----------------------------------------------------------------------------------------------------------------
Class C $316 $667 $1,144 $2,462
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $216 $667 $1,144 $2,271
- -----------------------------------------------------------------------------------------------------------------
Class C $216 $667 $1,144 $2,462
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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

THE ADVISERS

18 Phoenix-Seneca Strategic Theme Fund
<PAGE>

been (with its predecessor, GMG/Seneca Capital Management LP ("GMG/Seneca")) an
investment adviser since 1989.

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

$1st billion $1+ billion through $2 billion $2+ billion
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee 0.75% 0.70% 0.65%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

Phoenix pays Seneca a subadvisory fee at the following rates:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Up to $201 million $1+ billion
$201 million to $1 billion through $2 billion $2+ billion
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Subadvisory Fee 0.10% 0.375% 0.350% 0.325%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

During the fund's last fiscal year, the fund paid total management fees of
$1,129,085. The ratio of management fees to average net assets for the fiscal
year ended April 30, 1999 was 0.75%. The total advisory fee of 0.75% of the
aggregate net assets of the fund is greater than that for most mutual funds;
however, the Trustees have determined that it is comparable to fees charged by
other mutual funds whose investment objectives are similar to those of the fund.

PORTFOLIO MANAGEMENT

Gail P. Seneca. Ms. Seneca has served as Co-Manager of the fund since April
1999. She also serves as Co-Manager of the Phoenix-Seneca Equity Opportunities
Fund of Phoenix Strategic Equity Series Fund and of the Phoenix-Seneca Mid Cap
Fund of Phoenix Multi-Portfolio Fund. Ms. Seneca also serves as a team leader
for each of the Phoenix-Seneca Funds. Ms. Seneca has been the Chief Executive
and Investment Officer of Seneca or GMG/Seneca since November 1989. From October
1987 until October 1989, she was Senior Vice President of the Asset Management
Division of Wells Fargo Bank, and, from October 1983 to September 1987, she was
Investment Strategist and Portfolio Manager for Chase Lincoln Bank, heading the
fixed income division.

Phoenix-Seneca Strategic Theme Fund 19
<PAGE>

Richard D. Little. Mr. Little has served as Co-Manager of the fund since April
1999. He also serves as Co-Manager of the Phoenix-Seneca Equity Opportunities
Fund of Phoenix Strategic Equity Series Fund and of the Phoenix-Seneca Mid Cap
Fund of Phoenix Multi-Portfolio Fund. Mr. Little also serves as a Portfolio
Manager for Phoenix-Seneca Growth Fund and Phoenix-Seneca Mid-Cap "EDGE"[service
mark] Fund of Phoenix-Seneca Funds. Mr. Little has been Director of Equities
with Seneca or GMG/Seneca since December 1989. Before he joined GMG/Seneca, Mr.
Little held positions as an analyst, board member, and regional manager with
Smith Barney, NatWest Securities, and Montgomery Securities.

Ronald K. Jacks. Mr. Jacks has served as Co-Manager of the fund since April
1999. He also serves as Co-Manager of the Phoenix-Seneca Equity Opportunities
Fund of Phoenix Strategic Equity Series Fund and of the Phoenix-Seneca Mid Cap
Fund of Phoenix Multi-Portfolio Fund. Mr. Jacks also serves as a Portfolio
Manager for Phoenix-Seneca Growth Fund and Phoenix-Seneca Mid-Cap "EDGE"[service
mark] Fund of Phoenix-Seneca Funds. Mr. Jacks was Secretary of the
Phoenix-Seneca Funds from February 1996 through February 1998. Mr. Jacks was a
Trustee of Phoenix-Seneca Funds from February 1996 through June 1997. Mr. Jacks
has been a Portfolio Manager with Seneca or GMG/Seneca since July 1990.

IMPACT OF THE YEAR 2000 ISSUE ON FUND OPERATIONS

ADDITIONAL INVESTMENT TECHNIQUES
- --------------------------------------------------------------------------------

Each of the funds may invest in convertible securities. Convertible securities
have several unique investment characteristics, such as:

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

20 Phoenix Strategic Equity Series Fund
<PAGE>

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

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

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:

{bullet] adding the values of all securities and other assets of the
fund,

{bullet] subtracting liabilities, and

{bullet] 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 are deducted from the assets of each class. Expenses and
liabilities that are not class specific (such as management fees) are allocated
to each class in proportion to each class'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

Phoenix Strategic Equity Series Fund 21
<PAGE>

negatively or positively impact the value of such securities on days when the
fund neither trades securities nor calculates its net asset values (i.e.,
weekends and certain holidays).

AT WHAT PRICE ARE SHARES PURCHASED?

All investments received by the fund's authorized agents prior to the close of
regular trading on the NYSE (normally 4:00 PM eastern time) will be executed
based on that day's net asset value. Shares credited to your account from the
reinvestment of fund distributions will be in full and fractional shares that
are purchased at the closing net asset value on the next business day on which
the fund's net asset value is calculated following the dividend record date.

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

WHAT ARE THE CLASSES AND HOW DO THEY DIFFER?

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

WHAT ARRANGEMENT IS BEST FOR YOU?

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

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

CLASS B SHARES. If you purchase Class B Shares, you will not pay a sales charge
at the time of purchase. If you sell your Class B Shares within the first 5
years after they are purchased, you

22 Phoenix Strategic Equity Series Fund
<PAGE>

will pay a sales charge of up to 5% of your shares' value. See "Deferred Sales
Charge Alternative--Class B and Class C Shares" below. This charge declines to
0% over a period of 5 years and may be waived under certain conditions. Class B
shares have higher distribution and service fees (1.00%) and pay lower dividends
than Class A Shares. Class B Shares automatically convert to Class A Shares
eight years after purchase. Purchase of Class B Shares may be inappropriate for
any investor who may qualify for reduced sales charges of Class A Shares and
anyone who is over 85 years of age. The underwriter may decline purchases in
such situations.

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

CLASS X SHARES. Class X Shares are offered primarily to institutional investors
such as pension and profit sharing plans, other employee benefit trusts,
investment advisers, endowments, foundations and corporations. If you are
eligible to purchase and do purchase Class X Shares, you will pay no sales
charge at any time. There are no distribution and services fees applicable to
Class X Shares. For additional information about purchasing Class X Shares,
please contact Customer Service by calling (800) 243-1574.

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
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Under $50,000 4.75% 4.99%
$50,000 but under $100,000 4.50 4.71
$100,000 but under $250,000 3.50 3.63
$250,000 but under $500,000 3.00 3.09
$500,000 but under $1,000,000 2.00 2.04
$1,000,000 or more None None
</TABLE>

Phoenix Strategic Equity Series Fund 23
<PAGE>

DEFERRED SALES CHARGE ALTERNATIVE--CLASS B AND CLASS C SHARES

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

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS B SHARES
<TABLE>
<CAPTION>
YEAR 1 2 3 4 5 6+
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CDSC 5% 4% 3% 2% 2% 0%
</TABLE>

DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS C SHARES
(EQUITY OPPORTUNITIES FUND AND STRATEGIC THEME FUND ONLY)

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

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

OPENING AN ACCOUNT

Your financial advisor can assist you with your initial purchase as well as all
phases of your investment program. If you are opening an account by yourself,
please follow the instructions outlined below. These procedures do not apply to
purchases of Class X Shares.

STEP 1.

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

Minimum INITIAL investments:

[bullet] $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).

24 Phoenix Strategic Equity Series Fund
<PAGE>

[bullet] 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.

[bullet] $500 for all other accounts.

Minimum ADDITIONAL investments:

[bullet] $25 for any account.

[bullet] 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 up to
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:

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

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

[bullet] Receive dividends in cash and capital gain distributions in
additional shares; or

[bullet] Receive both dividends and capital gain distributions in cash.

No interest will be paid on uncashed distribution checks.

Phoenix Strategic Equity Series Fund 25
<PAGE>

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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
TO OPEN AN ACCOUNT
----------------------------------------------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.
----------------------------------------------------------------------------------------------------------------
Through the mail Complete a New Account Application and send it with a check payable to the
fund. Mail them to: State Street Bank, P.O. Box 8301, Boston, MA
02266-8301.
----------------------------------------------------------------------------------------------------------------
By Federal Funds wire Call us at (800)243-1574 (press 1, then 0).
----------------------------------------------------------------------------------------------------------------
Through express delivery Complete a New Account Application and send it with a check payable to the
fund. Send them to: Boston Financial Data Services, Attn: Phoenix Funds,
66 Brooks Drive, Braintree, MA 02184.
----------------------------------------------------------------------------------------------------------------
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 or Class C Share redemption, you
will be subject to the applicable deferred sales charge, if any, for such
shares. Subject to certain restrictions, shares may be redeemed by telephone or
in writing. In addition, shares may be sold through securities dealers, brokers
or agents who may charge customary commissions or fees for their services. The
fund does not charge any redemption fees. Payment for shares redeemed is made
within seven days; however, redemption proceeds will not be disbursed until each
check used for purchases of shares has been cleared for payment by your bank,
which may take up to 15 days after receipt of the check.

26 Phoenix Strategic Equity Series Fund
<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.
- ------------------------------------------------------------------------------------------------------------------
Through express delivery Send a letter of instruction and any share certificates (if you hold
certificate shares) to: Boston Financial Data Services, Attn: Phoenix
Funds, 66 Brooks Drive, Braintree, MA 02184. Be sure to include the
registered owner's name, fund and account number.
- ------------------------------------------------------------------------------------------------------------------
By telephone For sales up to $50,000 requests can be made by calling (800)243-1574.
- ------------------------------------------------------------------------------------------------------------------
By telephone exchange Call us at (800)243-1574 (press 1, then 0).
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

REDEMPTIONS BY MAIL

[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:

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

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

Phoenix Strategic Equity Series Fund 27
<PAGE>

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

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

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

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

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

If required, the signature guarantee on your request must be 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, Class B or Class C Shares, you can
purchase Class A Shares of any fund at net asset value, with no sales charge, by
reinvesting all or part of your proceeds, but not more. Send your written
request to State Street Bank, P.O. Box 8301, Boston, MA 02266-8301. You can call
us at (800)243-1574 for more information.

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

28 Phoenix Strategic Equity Series Fund
<PAGE>

REDEMPTION OF SMALL ACCOUNTS

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

EXCHANGE PRIVILEGES

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

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

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

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

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

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

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

Phoenix Strategic Equity Series Fund 29
<PAGE>

mutual fund account. Just complete the Investo-Matic Section on the application
and include a voided check.

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

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

SYSTEMATIC WITHDRAWAL PROGRAM allows you to periodically redeem a portion of
your account on a predetermined monthly, quarterly, semiannual, or annual basis.
Sufficient shares will be redeemed on the 15(th) of the month at the closing net
asset value so that the payment is made about the 20(th) of the month. The
program also provides for redemptions on or about the 10(th), 15(th), or 25(th)
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 intervals
stated on the table below and to distribute net realized capital gains, if any,
at least annually.

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

FUND DIVIDEND PAID
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Small Cap Fund Semiannually
- ------------------------------------------------------------------------------------------------------------------
Equity Opportunities Fund Semiannually
- ------------------------------------------------------------------------------------------------------------------
Strategic Theme Fund Semiannually
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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.

30 Phoenix Strategic Equity Series Fund
<PAGE>

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

These tables are intended to help you understand the funds' financial
performance for the past five years or for the life of the funds. 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 funds (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants. Their report, together with the funds' financial
statements, are included in the funds' most recent Annual Report, which is
available upon request.

PHOENIX-ENGEMANN SMALL CAP FUND
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------
FROM INCEPTION
YEAR ENDED APRIL 30, 10/16/95 TO
1999 1998 1997 4/30/96
---- ---- ---- -------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $17.37 $14.13 $16.74 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.14)(5) (0.08)(5) (0.05)(5) (0.04)(1)(5)
Net realized and unrealized gain (loss) (0.88) 6.80 (2.53) 6.79
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (1.02) 6.72 (2.58) 6.75
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net realized gains (0.61) (3.48) (0.02) --
In excess of net investment income -- -- -- (0.01)
In excess of accumulated net realized gains -- -- (0.01) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.61) (3.48) (0.03) (0.01)
------ ------ ------ ------
Change in net asset value (1.63) 3.24 (2.61) 6.74
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $15.74 $17.37 $14.13 $16.74
====== ====== ====== ======
Total return(2) (5.66)% 52.33% (15.43)% 67.48%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $121,313 $203,560 $155,089 $98,372
RATIO TO AVERAGE NET ASSETS OF:
Operating Expenses 1.46%(6) 1.31% 1.37% 1.50%(3)
Net investment income (loss) (0.95)% (0.48)% (0.28)% (0.53)%(3)
Portfolio turnover 276% 498% 325% 103%(4)
</TABLE>
- ----------
(1) Includes reimbursement of operating expenses by investment advisor of $0.02.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized.
(4) Not annualized.
(5) Computed using average shares outstanding.
(6) For the year ended April 30, 1999, 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 Strategic Equity Series Fund 31
<PAGE>

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

PHOENIX-ENGEMANN SMALL CAP FUND
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------------------
FROM INCEPTION
YEAR ENDED APRIL 30, 10/16/95 TO
1999 1998 1997 4/30/96
---- ---- ---- -------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $16.99 $13.98 $16.68 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.25)(5) (0.21)(5) (0.17)(5) (0.09)(1)(5)
Net realized and unrealized gain (loss) (0.87) 6.70 (2.50) 6.77
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (1.12) 6.49 (2.67) 6.68
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net realized gains (0.61) (3.48) (0.02) --
In excess of accumulated net realized gains -- -- (0.01) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.61) (3.48) (0.03) --
------ ------ ------ ------
Change in net asset value (1.73) 3.01 (2.70) 6.68
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $15.26 $16.99 $13.98 $16.68
====== ====== ====== ======
Total return(2) (6.39)% 51.16% (16.03)% 66.80%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $89,349 $147,785 $97,647 $45,168
RATIO TO AVERAGE NET ASSETS OF:
Operating Expenses 2.21%(6) 2.06% 2.12% 2.26%(3)
Net investment income (loss) (1.70)% (1.22)% (1.03)% (1.44)%(3)
Portfolio turnover 276% 498% 325% 103%(4)
</TABLE>

PHOENIX-SENECA EQUITY OPPORTUNITIES FUND
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------------
YEAR ENDED APRIL 30,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $8.04 $6.89 $8.81 $7.40 $7.31
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.02)(5) (0.04)(5) (0.03)(5) (0.04)(5) 0.04
Net realized and unrealized gain (loss) 1.33 2.82 (0.90) 2.34 0.58
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 1.31 2.78 (0.93) 2.30 0.62
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- (0.05)
Dividends from net realized gains (0.63) (1.63) (0.94) (0.89) (0.48)
In excess of accumulated net realized gains -- -- (0.05) -- --
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.63) (1.63) (0.99) (0.89) (0.53)
----- ----- ----- ----- -----
Change in net asset value 0.68 1.15 (1.92) 1.41 0.09
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $8.72 $8.04 $6.89 $8.81 $7.40
===== ===== ===== ===== =====
Total return(2) 17.08% 44.66% (12.19)% 32.86% 9.16%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $201,789 $194,296 $163,396 $213,600 $179,666
RATIO TO AVERAGE NET ASSETS OF:
Operating Expenses 1.24%(6) 1.18% 1.23% 1.25% 1.32%
Net investment income (loss) (0.21)% (0.55)% (0.39)% (0.53)% 0.60%
Portfolio turnover 143% 371% 412% 302% 358%
</TABLE>
- ----------

(1) Includes reimbursement of operating expenses by investment advisor of $0.02.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized.
(4) Not annualized.
(5) Computed using average shares outstanding.
(6) For the year ended April 30, 1999, 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.

32 Phoenix Strategic Equity Series Fund
<PAGE>

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

PHOENIX-SENECA EQUITY OPPORTUNITIES FUND
<TABLE>
<CAPTION>
CLASS B
-------------------------------------------------------------------------
YEAR ENDED APRIL 30, FROM INCEPTION
7/19/94 TO
1999 1998 1997 1996 4/30/95
---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.80 $6.77 $8.73 $7.39 $7.28
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.08)(5) (0.10)(5) (0.09)(5) (0.10)(5) 0.00
Net realized and unrealized gain (loss) 1.28 2.76 (0.88) 2.33 0.59
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 1.20 2.66 (0.97) 2.23 0.59
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- -- --
Dividends from net realized gains (0.63) (1.63) (0.94) (0.89) (0.48)
In excess of accumulated net realized gains -- -- (0.05) -- --
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (0.63) (1.63) (0.99) (0.89) (0.48)
----- ----- ----- ----- -----
Change in net asset value 0.57 1.03 (1.96) 1.34 0.11
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $8.37 $7.80 $6.77 $8.73 $7.39
===== ===== ===== ===== =====
Total return(2) 16.18% 43.58% (12.79)% 31.92% 8.69%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,677 $2,051 $1,666 $1,348 $525
RATIO TO AVERAGE NET ASSETS OF:
Operating Expenses 1.99%(7) 1.93% 1.98% 2.06% 2.15%(3)
Net investment income (loss) (0.97)% (1.30)% (1.15)% (1.18)% (0.06)%(3)
Portfolio turnover 143% 371% 412% 302% 358%
</TABLE>

PHOENIX-SENECA STRATEGIC THEME FUND
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------------
FROM INCEPTION
YEAR ENDED APRIL 30, 10/16/95 TO
1999 1998 1997 4/30/96
---- ---- ---- -------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.70 $12.03 $12.37 $10.00
INCOME FROM INVESTMENT OPERATIONS(6)
Net investment income (loss) (0.11)(5) (0.04)(5) 0.06(5) 0.00(1)(5)
Net realized and unrealized gain (loss) 6.03 4.03 (0.38) 2.39
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 5.92 3.99 (0.32) 2.39
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- (0.01) --
Dividends from net realized gains (1.40) (2.29) -- --
In excess of net investment income -- (0.03) -- --
In excess of accumulated net realized gains -- -- (0.01) --
Tax return of capital -- -- -- (0.02)
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.40) (2.32) (0.02) (0.02)
------ ------ ------ ------
Change in net asset value 4.52 1.67 (0.34) 2.37
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $18.22 $13.70 $12.03 $12.37
====== ====== ====== ======
Total return(2) 44.91% 36.22% (2.57)% 23.89%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $107,871 $89,884 $77,827 $33,393
RATIO TO AVERAGE NET ASSETS OF:
Operating Expenses 1.38%(7) 1.33% 1.40% 1.40%(3)
Net investment income (loss) (0.72)% (0.26)% 0.49% (0.09)%(3)
Portfolio turnover 205% 618% 532% 175%(4)
- ----------
</TABLE>
(1) Includes reimbursement of operating expenses by investment advisor of $0.04.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized.
(4) Not annualized.
(5) Computed using average shares outstanding.
(6) 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.
(7) For the year ended April 30, 1999, 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 Strategic Equity Series Fund 33
<PAGE>

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

PHOENIX-SENECA STRATEGIC THEME FUND
<TABLE>
<CAPTION>
CLASS B
-------------------------------------------------------------------
FROM INCEPTION
YEAR ENDED APRIL 30, 10/16/95 TO
1999 1998 1997 4/30/96
---- ---- ---- -------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.46 $11.91 $12.33 $10.00
INCOME FROM INVESTMENT OPERATIONS(6)
Net investment income (loss) (0.22)(5) (0.14)(5) (0.03)(5) (0.06)(1)(5)
Net realized and unrealized gain (loss) 5.91 3.98 (0.38) 2.40
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 5.69 3.84 (0.41) 2.34
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- --
Dividends from net realized gains (1.40) (2.29) -- --
In excess of net investment income -- -- -- --
In excess of accumulated net realized gains -- -- (0.01) --
Tax return of capital -- -- -- (0.01)
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.40) (2.29) (0.01) (0.01)
------ ------ ------ ------
Change in net asset value 4.29 1.55 (0.42) 2.33
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $17.75 $13.46 $11.91 $12.33
====== ====== ====== ======
Total return(2) 43.98% 35.18% (3.31)% 23.41%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $84,698 $66,107 $49,843 $11,920
RATIO TO AVERAGE NET ASSETS OF:
Operating Expenses 2.13%(7) 2.08% 2.15% 2.16%(3)
Net investment income (loss) (1.48)% (1.02)% (0.23)% (1.06)%(3)
Portfolio turnover 205% 618% 532% 175%(4)
</TABLE>

PHOENIX-SENECA STRATEGIC THEME FUND
<TABLE>
<CAPTION>
CLASS C
----------------------------------
YEAR ENDED FROM INCEPTION
APRIL 30, 11/3/97 TO
1999 4/30/98
---- -------
<S> <C> <C>
Net asset value, beginning of period $13.47 $14.93
INCOME FROM INVESTMENT OPERATIONS(6)
Net investment income (loss) (0.22)(5) (0.05)(5)
Net realized and unrealized gain (loss) 5.90 0.88
------ ------
TOTAL FROM INVESTMENT OPERATIONS 5.68 0.83
------ ------
LESS DISTRIBUTIONS
Dividends from net realized gains (1.40) (2.29)
------ ------
TOTAL DISTRIBUTIONS (1.40) (2.29)
------ ------
Change in net asset value 4.28 (1.46)
------ ------
NET ASSET VALUE, END OF PERIOD $17.75 $13.47
====== ======
Total return(2) 43.87% 7.92%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $682 $267
RATIO TO AVERAGE NET ASSETS OF:
Operating Expenses 2.13%(7) 2.08%(3)
Net investment income (loss) (1.47)% (0.87)%(3)
Portfolio turnover 205% 618%(4)
</TABLE>
- ----------

(1) Includes reimbursement of operating expenses by investment advisor of $0.04.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized.
(4) Not annualized.
(5) Computed using average shares outstanding.
(6) 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.
(7) For the year ended April 30, 1999, 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.

34 Phoenix Strategic Equity Series Fund
<PAGE>

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

STATEMENT OF ADDITIONAL INFORMATION

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

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

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

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

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

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

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

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

SHAREHOLDER REPORTS

The fund semiannually mails to its shareholders detailed reports containing
information about the fund's investments. The fund's Annual Report contains a
detailed discussion of the market conditions and investment strategies that
significantly affected the fund's performance from May 1 through April 30. 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. 33-6931 and 811-4727 Printed on recycled paper using soybean ink

Phoenix Strategic Equity Series Fund 35

<PAGE>

PHOENIX-ENGEMANN SMALL CAP FUND
PHOENIX-SENECA EQUITY OPPORTUNITIES FUND
PHOENIX-SENECA STRATEGIC THEME FUND

101 Munson Street
Greenfield, MA 01301

STATEMENT OF ADDITIONAL INFORMATION

December __, 1999

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

TABLE OF CONTENTS
PAGE
----
The Trust................................................................. 1
Investment Objectives and Policies........................................ 1
Investment Restrictions................................................... 1
Investment Techniques..................................................... 2
Performance Information .................................................. 10
Portfolio Transactions and Brokerage...................................... 11
Services of the Advisers.................................................. 12
Net Asset Value........................................................... 13
How to Buy Shares......................................................... 13
Alternative Purchase Arrangements......................................... 14
Investor Account Services................................................. 16
How to Redeem Shares...................................................... 17

Dividends, Distributions and Taxes........................................ 17

Tax Sheltered Retirement Plans............................................ 19
The Distributor........................................................... 20
Distribution Plans........................................................ 21
Management of the Trust .................................................. 23
Additional Information.................................................... 29

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

PXP731 (12/99)

<PAGE>
THE TRUST

Phoenix Strategic Equity Series Fund is a diversified open-end management
investment company which was organized under Massachusetts law in 1986 as a
business trust. The Trust's Prospectus describes the investment objectives of
the Phoenix-Seneca Equity Opportunities Fund (the "Equity Opportunities Fund"),
the Phoenix-Seneca Strategic Theme Fund (the "Theme Fund"), and the
Phoenix-Engemann Small Cap Fund (the "Small Cap Fund"). The Equity Opportunities
Fund, Theme Fund and Small Cap Fund are sometimes collectively referred to as
the "Funds." The following discussion supplements the description of these Funds
and investment policies and investment techniques in the Prospectus.

INVESTMENT OBJECTIVES AND POLICIES

As discussed in the Prospectus, the investment objective of each Fund is
deemed to be a fundamental policy which may not be changed without the approval
of the holders of a majority of the outstanding shares of each Fund. Investment
restrictions described in this Statement of Additional Information are
fundamental policies of each Fund and may not be changed as to any Fund without
the approval of such Fund's shareholders. There is no assurance that any Fund
will meet its investment objective.

INVESTMENT RESTRICTIONS

FUNDAMENTAL POLICIES
The following investment restrictions constitute fundamental policies of each
Fund (unless otherwise indicated) which may be changed only upon approval by the
holders of a majority of the outstanding shares of each Fund's shareholders. No
Fund may:

1. Borrow money, except that the Theme Fund and Small Cap Fund may borrow
money for investment purposes, provided that any such borrowing for investment
purposes with respect to such Fund is (a) authorized by the Trustees prior to
any public distribution of the shares of such Fund or is authorized by the
shareholders of such Fund thereafter, (b) is limited to 33(1)/(3)% of the
value of the total assets (taken at market value) of such Fund, and (c) is
subject to an agreement by the lender that any recourse is limited to the
assets of that Fund with respect to which the borrowing has been made;

2. Underwrite the securities of others;

3. Deal in real estate (including real estate limited partnerships) except
that any Fund may purchase marketable securities of companies that deal in
real estate or interests therein including real estate investment trusts;

4. Deal in commodities or commodities contracts;

5. Make loans to other persons except that any Fund may lend portfolio
securities (up to 33% of net assets at the time the loan is made) to brokers
or dealers or other financial institutions not affiliated with the Trust or
the Adviser, subject to conditions established by the Adviser (see "Lending of
Securities") and enter into repurchase transactions (in accordance with the
Trust's current Prospectus).

6. Participate in any joint trading accounts;

7. Pledge, mortgage or hypothecate any securities or other property;

8. Purchase on margin;

9. Engage in short sales;

10. Issue senior securities;

11. Invest more than 25% of its total assets of a Fund in any one industry or
group of industries;

12. Purchase any securities (other than U.S. Government obligations) if, as a
result, more than 5% of the value of the total assets of such Fund would be
invested in securities of a single issuer;

13. Purchase any security if, as a result, more than 10% of any class of
securities or more than 10% of the outstanding voting securities of any issuer
would be held;

14. Purchase any security for the Equity Opportunities Fund unless (a) the
issuer or its predecessor has had a three-year record of continuous operation
during which it published balance sheets and income statements, (b) at the end
of its last fiscal year, the issuer or its predecessor reported gross receipts
of $1,000,000 and (c) the issuer or its predecessor had an operating profit
for at least one fiscal year of the five years immediately preceding;

15. Purchase any security of an investment trust except for purchases in the
open market where no commission or profit to a sponsor or dealer results from
such purchases, other than a customary broker's commission; and

16. Make an investment for the purpose of exercising control or management.

1
<PAGE>

OTHER POLICIES
The following investment restrictions do not constitute fundamental policies
and may be changed without shareholder approval. No Fund may:

1. Invest more than 15% of its net assets in illiquid securities, including
(a) securities with legal or contractual restrictions on resale (except in the
case of securities issued pursuant to Rule 144A sold to qualifying institutional
investors under special rules adopted by the Securities and Exchange Commission
for which the Trustees of the Trust determine the secondary market is liquid),
(b) repurchase agreements maturing in more than seven days, and (c) securities
that are not readily marketable.

2. Purchase or retain any security of an issuer if the Trust officers,
Trustees or Adviser, who individually own beneficially more than 1/2 of 1% of
such issuer, together own more than 5% of such issuer's securities.

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

4. Invest more than 5% of a Fund's net assets in warrants and stock rights,
valued at the lower of cost or market, or more than 2% of its net assets in
warrants and stock rights that are not listed on the New York Stock Exchange or
American Stock Exchange.

In addition, the Theme Fund may invest in preferred stocks, investment grade
bonds (Moody's Baa or higher or S&P's BBB or higher), convertible preferred
stocks and convertible debentures if in the judgement of the Adviser the
investment would further its investment objective.

INVESTMENT TECHNIQUES

The Funds may utilize the following practices or techniques in pursuing its
investment objectives.

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

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

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

SECURITIES AND INDEX OPTIONS
All Funds may write covered call options and purchase call and put options.
Options and the related risks are summarized below.

WRITING AND PURCHASING OPTIONS. Call options written by a Fund normally will
have expiration dates between three and nine months from the date written.
During the option period a Fund may be assigned an exercise notice by the
broker-dealer through which the call option was sold, requiring the Fund to
deliver the underlying 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.

The exercise price of a call option written by a Fund may be below, equal to
or above the current market value of the underlying security or securities index
at the time the option is written.

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,

<PAGE>

and Gold/Silver Index. A Fund may write call options and purchase call and put
options on any other indices traded on a recognized exchange.

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

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

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

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

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

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

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

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

An option position may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although a Fund will write
and purchase options only when the Adviser believes that a liquid secondary
market will exist for options of the same series, there can be no assurance that
a liquid secondary market will exist for a particular option at a particular
time and that a Fund, if it so desires, can close out its position by effecting
a closing transaction. If the writer of a covered call option is unable to
effect a closing purchase transaction, it cannot sell the underlying security
until the option expires or the option is 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: (i) insufficient trading interest in certain options; (ii) restrictions
on transactions imposed by an exchange; (iii) trading halts, suspensions or
other restrictions imposed with respect to particular classes or series of
options or underlying securities; (iv) inadequacy of the facilities of an
exchange or the clearing corporation to handle trading volume; and (v) a
decision by one or more exchanges to discontinue the trading of options or
impose restrictions on orders.

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<PAGE>

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

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

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

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

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

Unless a Fund has other liquid assets which are sufficient to satisfy the
exercise of a call on an index, a Fund will be required to liquidate portfolio
securities in order to satisfy the exercise. Because an exercise must be settled
within hours after receiving the notice of exercise, if a Fund fails to
anticipate an exercise, to the extent permissible, it may have to borrow from a
bank pending settlement of the sale of securities in its portfolio and pay
interest on such borrowing.

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

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

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

4
<PAGE>

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

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

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

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

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

LIMITATIONS ON FUTURES CONTRACTS AND RELATED OPTIONS. A Fund may not engage
in transactions in financial futures contracts or related options for
speculative purposes but only as a hedge against anticipated changes in the
market value of its portfolio securities or securities which it intends to
purchase. A Fund may not purchase or sell financial futures contracts or related
options if, immediately thereafter, the sum of the amount of initial margin
deposits on that Fund's existing futures and related options positions and the
premiums paid for related options would exceed 5% of the market value of that
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
noninvestment grade debt so long as the asset is liquid, unencumbered and marked
to market daily ("liquid assets"), equal to the market value of the futures
contract minus a Fund's initial margin deposit with respect thereto will be
deposited in a pledged account with the Trust's custodian bank to collateralize
fully the position and thereby ensure that it is not leveraged.

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

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

There are several risks in connection with the use of futures contracts as a
hedging device. While hedging can provide protection against an adverse movement
in market prices, it can also preclude a hedger's opportunity to benefit from a
favorable

5
<PAGE>

market movement. In addition, investing in futures contracts and options on
futures contracts will cause a Fund to incur additional brokerage commissions
and may cause an increase in a Fund's portfolio turnover rate.

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

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

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

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

LEVERAGE
The Funds may, from time to time, increase the Theme Fund's and Small Cap
Fund's ownership of securities holdings above the amounts otherwise possible by
borrowing from banks at fixed amounts of interest and investing the borrowed
funds. These Funds will borrow only from banks, and only if immediately after
such borrowing the value of the assets of these Funds (including the amount
borrowed) less its liabilities (not including any borrowings) is at least three
times the amount of funds borrowed for investment purposes. The effect of this
provision is to permit the Funds to borrow up to 33(1)/(3)% of the net assets of
these Funds, not including the proceeds of any such borrowings. However, the
amount of the borrowings will be dependent upon the availability and cost of
credit from time to time. If, due to market fluctuations or other reasons, the
value of such Fund's assets computed as provided above becomes at any time less
than three times the amount of the borrowings for investment purposes, these
Funds, within three business days, is required to reduce bank debt to the extent
necessary to meet the required 300% asset coverage.

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

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

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

6
<PAGE>

FOREIGN SECURITIES
Each of the Funds may purchase foreign securities, including those issued by
foreign branches of U.S. banks. In any event, such investments in foreign
securities will be limited to 25% of the total assets of each Fund (provided,
however, the Theme Fund may invest up to 35% of its total assets in the
securities of foreign issuers). Investing in the securities of foreign companies
involves special risks and considerations not typically associated with
investing in U.S. companies. These include differences in accounting, auditing
and financial reporting standards, generally higher commission rates on foreign
portfolio transactions, the possibility of expropriation or confiscatory
taxation, adverse changes in investment or exchange control regulations,
political instability which could affect U.S. investment or exchange control
regulations, political instability which could affect U.S. investments in
foreign countries, and potential restrictions on the flow of international
capital. Additionally, dividends payable on foreign securities may be subject to
foreign taxes withheld prior to distribution. Foreign securities often trade
with less frequency and volume than domestic securities and therefore may
exhibit greater price volatility, and changes in foreign exchange rates will
affect the value of those securities which are denominated or quoted in
currencies other than the U.S. dollar.

Many of the foreign securities held by each Fund will not be registered with
the Commission and the issuers thereof will not be subject to the Commission's
reporting requirements. 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 United States economy in such respects as growth of Gross National Product,
rate of inflation, capital reinvestment, resource self-sufficiency and balance
of payment positions.

In investing in securities denominated in foreign currencies, the Fund will
be subject to the additional risk of currency fluctuations. An adverse change in
the value of a particular foreign currency as against the U.S. dollar, to the
extent that such change is not offset by a gain in other foreign currencies,
will result in a decrease in the Fund's assets. Any such change may also have
the effect of decreasing or limiting the income available for distribution.
Foreign currencies may be affected by revaluation, adverse political and
economic developments, and governmental restrictions. Although the Fund will
invest only in securities denominated in foreign currencies that are fully
convertible into U.S. dollars without legal restriction at the time of
investment, no assurance can be given that currency exchange controls will not
be imposed on any particular currency at a later date.

Securities of U.S. issuers denominated in foreign currencies may be less
liquid and their prices more volatile than securities issued by domestic
issuers and denominated in U.S. dollars. In addition, investing in securities
denominated in foreign currencies often entails costs not associated with
investment in U.S. dollar-denominated securities of U.S. issuers, such as the
cost of converting foreign currency to U.S. dollars, higher brokerage
commissions, custodial expenses and other fees. Non-U.S. dollar denominated
securities may be subject to certain withholding and other taxes of the
relevant jurisdiction, which may reduce the yield on the securities to the
Funds and which may not be recoverable by the Funds or their investors.

The Funds will calculate their net asset values and complete orders to
purchase, exchange or redeem shares only on a Monday-Friday basis (excluding
holidays on which the New York Stock Exchange is closed). Foreign securities in
which the Funds may invest may be primarily listed on foreign stock exchanges
which may trade on other days (such as Saturdays). As a result, the net asset
value of the Funds' portfolios may be affected by such trading on days when a
shareholder has no access to the Funds.

Investment income received by the Funds from sources within foreign countries
may be subject to foreign income taxes withheld at the source. If a Fund should
have more than 50% of the value of its assets invested in securities of foreign
corporations at the close of its taxable year, the Fund may elect to pass
through to its shareholders their proportionate shares of foreign income taxes
paid. Investors are urged to consult their tax attorney with respect to specific
questions regarding foreign, federal, state or local taxes.

The Trust may use a foreign custodian in connection with its purchases of
foreign securities and may maintain cash and cash equivalents in the care of a
foreign custodian. The amount of cash or cash equivalents maintained in the care
of eligible foreign custodians will be limited to an amount reasonably necessary
to effect the Funds' 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.

PRIVATE PLACEMENTS AND RULE 144A SECURITIES
Each Fund may purchase securities which have been privately issued and are
subject to legal restrictions on resale or which are issued to qualified
institutional investors under special rules adopted by the Commission. Such
securities may offer higher yields than comparable publicly traded securities.
Such securities ordinarily can be sold by these Funds in secondary market
transactions to certain qualified investors pursuant to rules established by the
Commission, in privately negotiated transactions to a limited number of
purchasers or in a public offering made pursuant to an effective registration
statement under the Securities Act of 1933 (the "1933 Act"). Public sales of
such securities by the Funds may involve significant delays and expense. Private
sales often require negotiation with one or more purchasers and may produce less
favorable prices than the sale of similar

7
<PAGE>

unrestricted securities. Public sales generally involve the time and expense of
the preparation and processing of a registration statement under the 1933 Act
(and the possible decline in value of the securities during such period) and may
involve the payment of underwriting commissions. In some instances, these Funds
may have to bear certain costs of registration in order to sell such shares
publicly. Except in the case of securities sold to qualifying institutional
investors under special rules adopted by the Commission for which the Trustees
of these Funds determine the secondary market is liquid. Rule 144A securities
will be considered illiquid. Trustees of these Funds may determine the secondary
market is liquid based upon the following factors which will be reviewed
periodically as required pursuant to procedures adopted by these Funds: the
number of dealers willing to purchase or sell the security; the frequency of
trades; dealer undertakings to make a market in the security, and the nature of
the security and its market. Investing in Rule 144A Securities could have the
effect of increasing the level of these Fund's illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in purchasing
these securities. Each Fund may invest up to 15% of its net assets in illiquid
securities.

CONVERTIBLE SECURITIES
A convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the holder
to receive interest generally paid or accured on debt or the dividend paid on
preferred stock until the convertible security matures or is redeemed, converted
or exchanged. Convertible securities have several unique investment
characteristics such as (1) higher yields than common stocks, but lower yields
than comparable nonconvertible securities, (2) a lesser degree of fluctuation in
value than the underlying stock since they have fixed income characteristics,
and (3) the potential for capital appreciation if the market price of the
underlying common stock increases. A convertible security might be subject to
redemption at the option of the issuer at a price established in the convertible
security's governing instrument. If a convertible security held by a Fund is
called for redemption, the Fund may be required to permit the issuer to redeem
the security, convert it into the underlying common stock or sell it to a third
party.

LOWER RATED CONVERTIBLE SECURITIES. Up to 5% of each of these Funds' assets
may be invested in convertible securities that are rated below investment grade
(commonly referred to as "junk" securities). Convertible securities which are
not rated in the four highest categories, in which a Fund may invest, are
predominantly speculative with respect to the issuer's capacity to repay
principal and interest and may include issues on which the issuer defaults.

LENDING PORTFOLIO SECURITIES
In order to increase its return on investments, the Theme Fund and Small Cap
Fund may make loans of its portfolio securities, as long as the market value of
the loaned securities does not exceed 33% of the market or other fair value of
that Fund's net assets. Loans of portfolio securities will always be fully
collateralized by cash, U.S. Government Securities or other high quality debt
securities at no less than 100% of the market value of the loaned securities (as
marked to market daily) and made only to borrowers considered by the Adviser to
be creditworthy. Lending portfolio securities involves a risk of delay in the
recovery of the loaned securities and possibly the loss of the collateral if the
borrower fails financially.

FOREIGN CURRENCY TRANSACTIONS
Each Fund may engage in foreign currency transactions. The following is a
description of these transactions:

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days ("Term") from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded directly between currency traders (usually
large commercial banks) and their customers.

No Fund intends to enter into such forward contracts if it would have more
than 15% of the value of its total assets committed to such contracts on a
regular or continuous basis. No Fund will enter into such forward contracts or
maintain a net exposure in such contracts where it would be obligated to deliver
an amount of foreign currency in excess of the value of its portfolio securities
and other assets denominated in that currency. The Adviser believes that it is
important to have the flexibility to enter into such forward contracts when it
determines that to do so is in the best interests of a Fund. The Trust's
custodian bank will be instructed to pledge liquid assets equal to the value of
such contracts. If the value of the securities pledged declines, additional cash
or securities will be added so that the pledged amount is not less than the
amount of the Fund's commitments with respect to such contracts. Generally, no
Fund will enter into a forward contract with a term longer than one year.

FOREIGN CURRENCY OPTIONS. A foreign currency option provides the option buyer
with the right to buy or sell a stated amount of foreign currency at the
exercise price at a specified date or during the option period. A call option
gives its owner the right, but not the obligation, to buy the currency, while a
put option gives its owner the right, but not the obligation, to sell the
currency. The option seller (writer) is obligated to fulfill the terms of the
option sold if it is exercised. However, either seller or buyer may close its
position during the option period for such options any time prior to expiration.

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A call rises in value if the underlying currency appreciates. Conversely, a
put rises in value if the underlying currency depreciates. While purchasing a
foreign currency option can protect a Fund against an adverse movement in the
value of a foreign currency, it does not limit the gain which might result from
a favorable movement in the value of such currency. For example, if a Fund were
holding securities denominated in an appreciating foreign currency and had
purchased a foreign currency put to hedge against a decline in the value of the
currency, it would not have to exercise its put. Similarly, if a Fund had
entered into a contract to purchase a security denominated in a foreign currency
and had purchased a foreign currency call to hedge against a rise in the value
of the currency but instead the currency had depreciated in value between the
date of purchase and the settlement date, the Fund would not have to exercise
its call but could acquire in the spot market the amount of foreign currency
needed for settlement.

FOREIGN CURRENCY FUTURES TRANSACTIONS. Each Fund may use foreign currency
futures contracts and options on such futures contracts. Through the purchase or
sale of such contracts, a Fund may be able to achieve many of the same
objectives attainable through the use of foreign currency forward contracts, but
more effectively and possibly at a lower cost.

Unlike forward foreign currency exchange contracts, foreign currency futures
contracts and options on foreign currency futures contracts are standardized as
to amount and delivery period and are traded on boards of trade and commodities
exchanges. It is anticipated that such contracts may provide greater liquidity
and lower cost than forward foreign currency exchange contracts.

REGULATORY RESTRICTIONS. To the extent required to comply with Securities and
Exchange Commission Release No. IC-10666, when purchasing a futures contract or
writing a put option, each Fund will maintain in a pledged account any asset,
including equity securities and noninvestment grade debt so long as the asset is
liquid, unencumbered and marked to market daily, equal to the value of such
contracts.

To the extent required to comply with Commodity Futures Trading Commission
Regulation 4.5 and thereby avoid "commodity pool operator" status, a Fund will
not enter into a futures contract or purchase an option thereon if immediately
thereafter the initial margin deposits for futures contracts (including foreign
currency and all other futures contracts) held by the Fund plus premiums paid by
it for open options on futures would exceed 5% of the Fund's total assets. No
Fund will engage in transactions in financial futures contracts or options
thereon for speculation, but only to attempt to hedge against changes in market
conditions affecting the values of securities which the Fund holds or intends to
purchase. When futures contracts or options thereon are purchased to protect
against a price increase on securities intended to be purchased later, it is
anticipated that at least 75% of such intended purchases will be completed. When
other futures contracts or options thereon are purchased, the underlying value
of such contracts will at all times not exceed the sum of: (1) accrued profit on
such contracts held by the broker; (2) cash or high quality money market
instruments set aside in an identifiable manner; and (3) cash proceeds from
investments due in 30 days.

INVESTING IN SMALL CAP ISSUERS
Under normal market conditions, the Small Cap Fund expects to invest at least
65% of its total assets in equity securities of small capitalization companies.
Market capitalizations of such issuers are determined at the time of purchase.
While the issuers in which the Fund will primarily invest may offer greater
opportunities for capital appreciation than larger capitalization issuers,
investments in smaller companies may involve greater risks and thus may be
considered speculative. For example, small companies may have limited product
lines, markets or financial resources, or they may be dependent on a limited
management group. Full development of these companies takes time and, for this
reason, the Fund should be considered as a long-term investment and not as a
vehicle for seeking short-term profits, nor should an investment in the Fund be
considered a complete investment program. In addition, many small company stocks
trade less frequently and in smaller volume, and may be subject to more abrupt
or erratic price movements than stocks of large companies. The securities of
small companies may also be more sensitive to market changes than the securities
of large companies. These factors may result in above-average fluctuations in
the net asset value of the Fund's shares. The Fund is not an appropriate
investment for individual investors requiring safety of principal or a
predictable return of income from their investment.

DERIVATIVE INVESTMENTS
In order to hedge various portfolio positions, including to hedge against
price movements in markets in which the Funds anticipate increasing their
exposure, the Funds may invest in certain instruments which may be characterized
as derivative investments. These investments include various types of interest
rate transactions, options and futures. Such investments also may consist of
indexed securities. Other of such investments have no express quantitative
limitations, although they may be made solely for hedging purposes, not for
speculation, and may in some cases be limited as to the type of counter-party
permitted. Interest rate transactions involve the risk of an imperfect
correlation between the index used in the hedging transactions and that
pertaining to the securities which are the subject of such transactions.
Similarly, utilization of options and futures transactions involves the risk of
imperfect correlation in movements in the price of options and futures and
movements in the price of the securities or interest rates which are the subject
of the hedge. Investments in indexed securities, including inverse securities,
subject the Funds to the risks associated with changes in the particular
indices, which may include reduced or eliminated interest payments and losses of
invested principal.

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INDUSTRY CLASSIFICATIONS
For each of the Funds, industry classifications are established by reference
to the Directory of Companies Filing Annual Reports published by the SEC.

PERFORMANCE INFORMATION

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

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

The Funds may, from time to time, include in advertisements containing total
return the ranking of those performance figures relative to such figures for
groups of mutual funds having similar investment objectives as categorized by
ranking services such as Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc.
Additionally, the Funds may compare its performance results to other investment
or savings vehicles (such as certificates of deposit) and may refer to results
published in various publications such as Changing Times, Forbes, Fortune,
Money, Barrons, Business Week and Investor's Business Daily, Stanger's Mutual
Fund Monitor, The Stanger Register, Stanger's Investment Adviser, The Wall
Street Journal, The New York Times, Consumer Reports, Registered Representative,
Financial Planning, Financial Services Weekly, Financial World, U.S. News and
World Report, Standard & Poor's The Outlook, and Personal Investor. The Funds
may, from time to time, illustrate the benefits of tax deferral by comparing
taxable investments to investments made through tax-deferred retirement plans.
The total return may also be used to compare the performance of the Funds
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"), Standard & Poor's 400 MidCap Index ("S&P 400"), Dow Jones
Industrial Average, Russell 2000 Index, Russell 2000 Growth Index, Europe
Australia Far East Index (EAFE), Consumer Price Index, Lehman Brothers Corporate
Index and Lehman Brothers T-Bond Index.

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

For Equity Opportunities Fund for the 1, 5 and 10 year periods ended April
30, 1999, the average annual total return of the Class A Shares was 11.52%,
15.49% and 12.78%, respectively. Class B average annual total return for the 1
year period and since inception July 19, 1994 to April 30, 1999 was 12.34% and
16.34%, respectively. The Theme Fund's 1 year average annual return and since
inception October 16, 1995 to April 30, 1999 for Class A shares was 38.03% and
26.05% and, for Class B Shares was 40.14% and 26.57%, respectively. The Theme
Fund's Class C Shares 1 year average annual total return and since inception
November 3, 1997 to April 30, 1999 was 43.87% and 34.41%, respectively. The
Small Cap Fund's 1 year average annual return and from inception October 16,
1995 to April 30, 1999 for Class A shares was (10.14)% and 20.57% and for Class
B Shares was (9.84)% and 20.98%, respectively. Performance information reflects
only the performance of a hypothetical investment in each Class during the
particular time period on which the calculations are based. Performance
information should be considered in light of the Fund's investment objectives
and policies, characteristics and quality of the portfolio, and the market
condition during the given time period, and should not be considered as a
representation of what may be achieved in the future.

The Funds may also compute aggregate cumulative total return for specified
periods based on a hypothetical Class A, Class B or Class C account with an
assumed initial investment of $10,000. The aggregate total return is determined
by dividing the net asset value of this account at the end of the specified
period by the value of the initial investment and is expressed as a percentage.
Calculation of aggregate total return reflects payment of the Class A Shares'
maximum sales charge of 4.75% and assumes reinvestment of all income dividends
and capital gain distributions during the period. Based on the foregoing for the

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Equity Opportunities Fund, the Class A Share's aggregate cumulative total return
quotation for the period commencing August 1, 1944 and ending April 30, 1999 was
33,789.44%.

The Funds also may quote annual, average annual and annualized total return
and aggregate total return performance data, for each Class of shares of the
Funds, 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.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

The Adviser believes that the Funds benefit with a securities industry
comprised of many and diverse firms and that the long-term interest of
shareholders of the Funds is best served by its brokerage policies which include
paying a fair commission rather than seeking to exploit its leverage to force
the lowest possible commission rate. The primary factors considered in
determining the firms to which brokerage orders are given are the Adviser's
appraisal of: the firm's ability to execute the order in the desired manner; the
value of research services provided by the firm; and the firm's attitude toward
and interest in mutual funds in general, including the sale of mutual funds
managed and sponsored by the Adviser. The Adviser does not offer or promise to
any broker an amount or percentage of brokerage commissions as an inducement or
reward for the sale of shares of the Funds. Over-the-counter purchases and sales
are transacted directly with principal market-makers except in those
circumstances where in the opinion of the Adviser better prices and execution
are available elsewhere.

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

The Trust has adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to lower
commission costs on a per-share and per-dollar basis. According to the bunching
procedures, the Adviser shall aggregate transactions unless it believes in its
sole discretion that such aggregation is inconsistent with its duty to seek best
execution (which shall include the duty to seek best price) for the Trust. No
advisory account of the Adviser is to be favored over any other account and each
account that participates in an aggregated order is expected to participate at
the average share price for all transactions of the Adviser in that security on
a given business day, with all transaction costs shared pro rata based on the
Trust's participation in the transaction. If the aggregated order is filled in
its entirety, it shall be allocated among the Adviser's accounts in accordance
with the allocation order, and if the order is partially filled, it shall be
allocated pro rata based on the allocation order. Notwithstanding the foregoing,
the order may be allocated on a basis different from that specified in the
allocation order if all accounts of the Adviser whose orders are allocated
receive fair and equitable treatment and the reason for such different
allocation is explained in writing and is approved in writing by the Adviser's
compliance officer as soon as practicable after the opening of the markets on
the trading day following the day on which the order is executed. If an
aggregated order is partially filled and allocated on a basis different from
that specified in the

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allocation order, no account that is benefited by such different allocation may
intentionally and knowingly effect any purchase or sale for a reasonable period
following the execution of the aggregated order that would result in it
receiving or selling more shares than the amount of shares it would have
received or sold had the aggregated order been completely filled. The Trustees
will annually review these procedures or as frequently as shall appear
appropriate.

A high rate of Portfolio turnover involves a correspondingly higher amount of
brokerage commissions and other costs which must be borne directly by the Trust
and indirectly by shareholders.

During the fiscal years ended April 30, 1997, 1998 and 1999, brokerage
commissions paid by the Funds totalled $2,686,635, $3,579,420 and $2,087,042,
respectively. In the fiscal year ended April 30, 1999, W.S. Griffith & Co.,
Inc., a broker-dealer subsidiary of Phoenix Home Life, received $6,660, or .31%
of total brokerage commissions paid by the Trust, in fund related commissions
attributed to a clearing arrangement with an unaffiliated broker-dealer.
Brokerage commissions of $644,307 paid during the fiscal year ended April 30,
1999 were paid on portfolio transactions aggregating $606,964,035 executed by
brokers who provided research and other statistical and factual information.

SERVICES OF THE ADVISERS

The investment adviser to the Fund is Phoenix Investment Counsel, Inc. ("PIC"
or "Adviser"), which is located at 56 Prospect Street, Hartford, Connecticut
06115-0480. 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
Trustee 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.

PXP is a publicly-traded independent registered investment advisory firm and
has served investors for over 70 years. It manages over $59.5 billion in assets
(as of June 30, 1999) through its investment partners: Aberdeen Fund Managers,
Inc. (Aberdeen) in Aberdeen, London, Singapore and Fort Lauderdale; Duff &
Phelps Investment Management Co. (Duff & Phelps) in Chicago and Cleveland; Roger
Engemann & Associates, Inc. (Engemann) in Pasadena; Seneca Capital Management
LLC (Seneca) in San Francisco; Zweig/Glaser Advisers (Zweig) in New York; and
Phoenix Investment Counsel, Inc. (Goodwin, Hollister, and Oakhurst divisions) in
Hartford, Sarasota and Scotts Valley, CA, respectively.

Roger Engemann & Associates, Inc. ("Engemann") is the investment subadviser
to the Small Cap Fund and is located at 600 North Rosemead Boulevard, Pasadena,
California 91107. Engemann acts as adviser to six mutual funds, as subadviser to
four other mutual funds and acts as investment adviser to institutions and
individuals. As of December 31, 1998, Engemann had $5.9 billion in assets under
management. Engemann has been an investment adviser since 1969.

Seneca Capital Management LLC ("Seneca") is the investment subadviser to the
Equity Opportunities Fund and Strategic Theme Fund and is located at 909
Montgomery Street, San Francisco, California 94133. Seneca acts as a subadviser
to nine other mutual funds and as investment adviser to institutions and
individuals. As of December 31, 1998, Seneca had $5.9 billion in assets under
management. Seneca has been (with its predecessor, GMG/Seneca Capital Management
LP ("GMG/Seneca")) an investment adviser since 1989.

The Adviser provides certain services and facilities required to carry on the
day-to-day operations of the Funds (for which it receives a management fee)
other than the costs of printing and mailing proxy materials, reports and
notices to shareholders; legal, auditing and accounting services; regulatory
filing fees and expenses of printing the Trust's registration statement (but the
Distributor purchases such copies of the Funds' prospectuses and reports and
communications to shareholders as it may require for sales purposes); insurance
expense; association membership dues; brokerage fees; and taxes. Each Fund will
pay expenses incurred in its own operation and will also pay a portion of the
Trust's administration expenses allocated on the basis of the asset values of
the respective Fund.

As compensation for its services, PIC receives a fee from the Equity
Opportunities Fund, which is accrued daily against the value of the Fund's net
assets and is paid by the Fund monthly. The fee is computed at an annual rate of
.70% of the Fund's average daily net assets of up to $1 billion, .65% of the
Fund's average daily net assets from $1 billion to $2 billion, and .60% of the
Fund's average net assets in excess of $2 billion. As compensation for its
services, PIC receives a fee from the Theme Fund and the Small Cap Fund which is
accrued daily against the value of each Fund's net assets and is paid by the
Fund monthly. The

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fee is computed at an annual rate of 0.75% of the average daily net asset values
of each Fund up to $1 billion; 0.70% of such value between $1 billion and $2
billion; and 0.65% of such value in excess of $2 billion. For the fiscal years
1997, and 1998 and 1999, the combined management fees paid by the Funds were
$4,145,821, $4,953,597 and $4,367,229, respectively.

The Management Agreement for Equity Opportunities Fund was approved by the
Trustees on March 16, 1993 and by the shareholders of the Equity Opportunities
Fund on April 30, 1993. Effective June 1, 1998, National Securities & Research
Corporation ("National") assigned its investment advisory agreement for the
Equity Opportunities Fund to PIC and PIC now serves as the Adviser to the Fund.
PIC and National are both subsidiaries of PXP. The Management Agreement for
Strategic Theme and Small Cap Funds was approved by the Trustees on May 24,
1995. The Management Agreements shall continue in effect for successive annual
periods, provided that such continuance is specifically approved annually by a
majority of the Trustees who are not interested persons of the parties thereto
(as defined in the 1940 Act) and by either (a) the Trustees or (b) vote of a
majority of the outstanding securities of the Trust (as defined in the 1940
Act).

The Management Agreements may be terminated without penalty at any time by
the Trustees or by a vote of a majority of the outstanding voting securities of
the Trust upon 60 days written notice addressed to the Adviser at its principal
place of business; and by the Adviser upon 60 days written notice addressed to
the Trust at its principal place of business. The Management Agreements will
terminate automatically in the event of their "assignment" as defined in Section
2(a)(4) of the 1940 Act.

NET ASSET VALUE

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

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

HOW TO BUY SHARES

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

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

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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").

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

Dividends paid by the Funds, 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 service fees at an annual rate of
up to 0.25% of the Funds' aggregate average daily net assets attributable to the
Class A Shares. In addition, certain purchases of Class A Shares qualify for
reduced initial sales charges.

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

Class B Shares are subject to ongoing distribution and service fees at an
aggregate annual rate of up to 1.00% of the Funds' 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. The purpose of the conversion feature is to relieve the holders of
the Class B Shares that have been outstanding for a period of time sufficient
for the adviser and the Distributor to have been compensated for distribution
expenses related to the Class B Shares from most of the burden of such
distribution related expenses.

Class B Shares include all shares purchased, pursuant to the deferred sales
charge alternative, which have been outstanding for less than the period ending
eight years after the end of the month in which the shares were issued. At the
end of this period, Class B Shares will automatically convert to Class A Shares
and will no longer be subject to the higher distribution and service 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 purchased through the
reinvestment of dividends and distributions paid in respect of Class B Shares in
a shareholder's Fund account will be considered to be held in a separate
subaccount. Each time any Class B Shares in the shareholder's Fund account
(other than those in the subaccount) convert to Class A, an equal pro rata
portion of the Class B Share dividends in the subaccount will also convert to
Class A Shares.

CLASS C SHARES (EQUITY OPPORTUNITIES FUND AND THEME FUND ONLY)

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

CLASS X SHARES
Class X Shares are offered without any sales charges to institutional
investors, such as pension and profit sharing plans, other employee benefit
trusts, investment advisers, endowments, foundations and corporations, and
others who purchase the minimum amounts.

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<PAGE>

CLASS A SHARES--REDUCED 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 or any other Affiliated Phoenix 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 or any other Affiliated Phoenix 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 or any other Affiliated Phoenix Fund trustee or director;
provided that sales to persons listed in (1) through (16) above are made upon
the written assurance of the purchaser that the purchase is made for investment
purposes and that the shares so acquired will not be resold except to the Fund;
(17) purchasers of Class A Shares bought through investment advisers and
financial planners who charge an advisory, consulting or other fee for their
services and buy shares for their own accounts or the accounts of their clients;
(18) retirement plans and deferred compensation plans and trusts used to fund
those plans (including, for example, plans qualified or created under sections
401(a), 403(b) or 457 of the Internal Revenue Code), and "rabbi trusts" that buy
shares for their own accounts, in each case if those purchases are made through
a broker or agent or other financial intermediary that has made special
arrangements with the Distributor for such purchases; (19) 401(k) participants
in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at least $3
million in assets or 500 or more eligible employees; (20) clients of investment
advisors or financial planners who buy shares for their own accounts but only if
their accounts are linked to a master account of their investment advisor or
financial planner on the books and records of the broker, agent or financial
intermediary with which the Distributor has made such special arrangements (each
of the investors described in (17) through (20) may be charged a fee by the
broker, agent or financial intermediary for purchasing shares).

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

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

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.

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<PAGE>

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)
from the Merrill Lynch Daily K Plan ("Plan") invested in Class B Shares, in
which such shares the Distributor has not paid the dealer the Class B sales
commission; (f) based on the exercise of exchange privileges among Class B
Shares of this or any other Affiliated Phoenix Fund; (g) based on any direct
rollover transfer of shares from an established Affiliated Phoenix Fund
qualified plan into an Affiliated Phoenix Fund IRA by participants terminating
from the qualified plan; and (h) based on the systematic withdrawal program. 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 FEATURES--CLASS B SHARES
Class B Shares will automatically convert to Class A Shares of the same
Portfolio eight years after they are purchased. 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 was 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 Fund.

INVESTOR ACCOUNT SERVICES

The Funds offer 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 Affiliated Phoenix Fund may be
exchanged for shares of the same Class of another Affiliated Phoenix Fund on the
basis of the relative net asset values per share at the time of the exchange.
Exchanges are subject to the minimum initial investment requirement of the
designated Fund or Series, 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. Exchanges will be based upon each fund's net

16
<PAGE>

asset value per share next computed after the close of business, without sales
charge. On exchanges with share classes that carry a contingent deferred sales
charge, the CDSC schedule of the original shares purchased continues to apply.
The exchange of shares is treated as a sale and purchase for federal income tax
purposes (see also "Dividends, Distributions and Taxes").

SYSTEMATIC EXCHANGES. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same Class of shares of another Affiliated Phoenix Fund automatically on a
monthly, quarterly, 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.

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

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<PAGE>

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 Trust to dispose of its securities or to determine fairly the value of
its net assets or during any other period permitted by order of the Securities
and Exchange Commission for the protection of investors. Furthermore, the
Transfer Agent will not mail redemption proceeds until checks received for
shares purchased have cleared, which may take up to 15 days or more after
receipt of the check. See the Funds' current Prospectus for further information.

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

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

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

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

ACCOUNT REINSTATEMENT PRIVILEGE

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund is treated as a separate entity for federal income tax purposes.
Each Fund intends to elect to be treated as a regulated investment company
("RIC") and qualify annually as such under certain provisions of the Internal
Revenue Code (the "Code"). Under such provisions, each Fund will not be subject
to federal income tax on such part of its ordinary income and net

<PAGE>
realized capital gains which it distributes to shareholders provided it meets
certain distribution requirements. To qualify for treatment as a regulated
investment company, each Fund must, among other things, derive in each taxable
year at least 90% of its gross income from dividends, interest and gains from
the sale or other disposition of securities. If in any taxable year a Fund does
not qualify as a regulated investment company, all of its taxable income will be
taxed to the Fund at corporate rates.

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

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

The Funds' policy is to distribute to its shareholders all or substantially
all investment company taxable income as defined in the Code and any net
realized capital gains for each year and consistent therewith to meet the
distribution requirements of Part I of subchapter M of the Code. Each Fund
intends to meet the other requirements of Part I of subchapter M, including the
requirements with respect to diversification of assets and sources of income, so
that each Fund will pay no taxes on net investment income and net realized
capital gains distributed to shareholders.

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

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

Transactions in options on stock indices are subject to the Code rules of
section 1256. Pursuant to these rules, such options, whether sold by a Fund
during a taxable year or held by a Fund at the close of its taxable year, will
be treated as if sold for their market value, with 40% of any resulting gain or
loss treated as short-term and 60% long-term.

A high portfolio turnover rate may result in the realization of larger
amounts of short-term gains, which are taxable to shareholders as ordinary
income.

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

Each Fund will furnish its shareholders, within 31 days after the end of the
calendar year, with information which is required by the Internal Revenue
Service for preparing income tax returns.

Investors are urged to consult their attorney or tax adviser regarding
specific questions as to federal, foreign, state or local taxes.

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.

19
<PAGE>

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

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

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

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

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

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

THE DISTRIBUTOR

Phoenix Equity Planning Corporation (the "Equity Planning" or "Distributor"),
an indirect, less than wholly-owned subsidiary of Phoenix Home Life and an
affiliate of PIC, serves as Distributor for the Funds. The address of the
Distributor is 100 Bright Meadow Blvd., P.O. Box 2200, Enfield, Connecticut
06083-2200. The Distributor conducts a continuous offering pursuant to a "best
efforts" arrangement requiring the Distributor to take and pay for only such
securities as may be sold to the public. During the fiscal years 1997, 1998 and
1999, purchasers of Fund shares paid aggregate sales charges of $4,241,930,
$2,025,485 and $1,723,056, respectively, of which the Distributor for the Funds
received net commissions of $736,095, $1,058,952 and $1,279,374, respectively,
for its services, the balance being paid to dealers. For the fiscal year ended
April 30, 1999, the Distributor received net commissions of $55,140 for Class A
Shares and deferred sales charges of $1,224,234 for Class B and Class C Shares.

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

DEALER CONCESSIONS
Dealers with whom the Distributor has entered into sales agreements receive a
discount or commission as 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>
Under $50,000 4.75% 4.99% 4.25%
$50,000 but under $100,000 4.50 4.71 4.00
$100,000 but under $250,000 3.50 3.63 3.00
$250,000 but under $500,000 3.00 3.09 2.75
$500,000 but under $1,000,000 2.00 2.04 1.75
$1,000,000 or more None None None
</TABLE>

In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares and a sales commission of 1% of the sale price of
Class C Shares sold by such dealers. This sales commission will not be paid to
dealers for sales of Class B or Class C Shares purchased by 401(k) participants
of the Merrill Lynch Daily K Plan (the "Plan") due to waiver of the CDSC for
these Plan participants' purchases.

20
<PAGE>

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

ADMINISTRATIVE SERVICES
Equity Planning also acts as administrative agent of the Trust and as such
performs administrative, bookkeeping and pricing functions for the Funds. For
services as financial agent, 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, 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 incremental annual rates:

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

Percentage rates are applied to the aggregate daily net asset values of the
Funds. PFPC, Inc. also charges minimum fees and additional fees for each
additional class of fund shares. Equity Planning retains PFPC, Inc. as subagent
for each of the funds for which Equity Planning serves as 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,
Equity Planning 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. For its services during the Trust's
fiscal year ended April 30, 1999, Equity Planning received $523,541.

DISTRIBUTION PLANS

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

Pursuant to the Plans, the Funds will pay the Distributor 0.25% annually of
the average daily net assets of the Funds for furnishing services to
shareholders (the "Service Fee") and will reimburse the Distributor for actual
expenses of the Distributor up to 0.75% of the average daily net assets of the
Funds' Class B Shares and Class C Shares, respectively. Expenditures under the
Plans shall consist of: (i) commissions to sales personnel for selling shares of
the Funds (including underwriting fees and

21
<PAGE>

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 Funds' Prospectus and Statement of Additional
Information for distribution to potential investors; and (vii) such other
similar services that the Trustees determine are reasonably calculated to result
in the sale of shares of the Funds.

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. The Distributor also pays to dealers as additional compensation
with respect to Class C Shares, 0.75% of the average annual net asset value of
that class.

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.

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

The fee received by the Distributor under the early years of the Plans is not
likely to reimburse the Distributor for the total distribution expenses it will
actually incur as a result of the Funds having fewer assets and the Distributor
incurring greater promotional expenses during the start-up phase. No amounts
paid or payable by the Funds under the Plan for Class A Shares may be used to
pay for, or reimburse payment for, sales or promotional services or activities
unless such payment or reimbursement takes place prior to the earliest of (a)
the last day of the one-year period commencing on the last day of the calendar
quarter during which the specific service or activity was performed, or (b) the
last day of the one-year period commencing on the last day of the calendar
quarter during which payment for the services or activity was made by a third
party on behalf of the Funds. The other Plans, however, do not limit the
reimbursement of distribution related expenses to expenses incurred in specified
time periods. If the Plans are terminated in accordance with their terms, the
obligations of the Funds to make payments to the Distributor pursuant to the
Plans will cease and the Funds will not be required to make any payments past
the date on which each Plan terminates.

On a quarterly basis, the Trustees review a report on expenditures under the
Plans and the purposes for which expenditures were made. The Trustees conduct an
additional, more extensive review annually in determining whether the Plans will
be continued. By its terms, continuation of the Plans from year to year is
contingent on annual approval by a majority of the Trustees and by a majority of
the Trustees who are not "interested persons" (as defined in the 1940 Act) and
who have no direct or indirect financial interest in the operation of the Plans
or any related agreements (the "Plan Trustees"). The Plans provide that they may
not be amended to increase materially the costs which the Funds may bear
pursuant to the Plans without approval of the shareholders of the Funds and that
other material amendments to the Plans must be approved by a majority of the
Plan Trustees by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plans further provide that while they are in
effect, the selection and nomination of Trustees who are not "interested
persons" shall be committed to the discretion of the Trustees who are not
"interested persons." The Plans may be terminated at any time by vote of a
majority of the Plan Trustees or a majority of the outstanding shares of the
relevant Class of the Trust.

For the fiscal year ended April 30, 1999, the Funds paid Rule 12b-1 Fees in
the amount of $2,812,308, of which the principal underwriter received
$1,607,602, W.S. Griffith & Co., Inc., an affiliate, received $121,999 and
unaffiliated broker-dealers received $1,082,707. 12b-1 Fees paid by the Funds
during last fiscal year were spent on: (1) advertising, $387,276; (2) printing
and mailing of prospectuses to other than current shareholders, $14,070; (3)
compensation to dealers, $1,705,506; (4) compensation to sales personnel,
$932,692; (5) service costs, $143,929 and (6) other, $160,291. The Distributor's
expenses from

22
<PAGE>

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 $3,830,970 (equal to
0.63% 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.

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

MANAGEMENT OF THE TRUST

The Trust is an open-end management investment company known as a mutual
fund. The Trustees of the Trust ("Trustees") are responsible for the overall
supervision of the Trust and perform duties imposed on Trustees by the
Investment Company Act and Massachusetts business trust law.

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

<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
- --------------------- -------------- -----------------------
<S> <C> <C>
Robert Chesek (65) Trustee Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix
49 Old Post Road Funds. Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Wethersfield, CT 06109 Phelps Institutional Mutual Funds (1996-present). Director
(1981-1994) and Chairman (1992-1994), Phoenix Investment Counsel,
Inc. Vice President, Common Stock, Phoenix Home Life Mutual Insurance
Company (1980-1994).

E. Virgil Conway (70) Trustee 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 (70) Trustee Director/Trustee, Phoenix Funds (1983-present). Trustee,
330 East 39th Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Apartment 29G Mutual Funds (1996-present). Director, Duff & Phelps Utilities
New York, NY 10022 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.

</TABLE>

23
<PAGE>
<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
- --------------------- -------------- -----------------------
<S> <C> <C>
*Francis E. Jeffries (68) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
6585 Nicholas Blvd. Phoenix-Aberdeen Series Inc. and Phoenix Duff & Phelps Institutional
Apt. 1601 Mutual Funds (1996-present). Director, Duff & Phelps Utilities Income
Naples, FL 33963 Inc. (1987-present), Duff & Phelps Utilities Tax-Free Income Inc.
(1991-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1993-present). Director, The Empire District Electric Company
(1984-present). Director (1989-1997), Chairman of the Board
(1993-1997), President (1989-1993), and Chief Executive Officer
(1989-1995), Phoenix Investment Partners, Ltd.

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

*Philip R. McLoughlin (52) Trustee and President Chairman (1997-present), Director (1995-present), Vice Chairman
(1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive Vice
President, Investments (1988-present), Phoenix Home Life Mutual
Insurance Company. Director/Trustee and President, Phoenix Funds
(1989-present). Trustee and President, Phoenix-Aberdeen Series Fund
and Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc. (1995-present)
and Duff & Phelps Utility and Corporate Bond Trust Inc.
(1995-present). Director (1983-present) and Chairman (1995-present),
Phoenix Investment Counsel, Inc. Director (1984-present) and
President (1990- present), Phoenix Equity Planning Corporation.
Director, 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 (71) Trustee Vice President, W.H. Reaves and Company (1993-present). Director/
164 Laird Road Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-Aberdeen
Colts Neck, N.J. 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).
</TABLE>

24
<PAGE>
<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
- --------------------- -------------- -----------------------
<S> <C> <C>

*James M. Oates (53) Trustee Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital Markets
Managing Director LLC) (1997-present). Managing Director, Wydown Group (1994-present).
The Wydown Group Director, Phoenix Investment Partners, Ltd. (1995-present).
IBEX Capital Markets, Inc. Director/Trustee, Phoenix Funds (1987-present). Trustee,
60 State Street Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Suite 950 Mutual Funds (1996-present). Director, AIB Govett Funds
Boston, MA 02109 (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.

*Calvin J. Pedersen (57) Trustee Director (1986-present), President (1993-present) and Executive Vice
Phoenix Investment President (1992-1993), Phoenix Investment Partners, Ltd. Director/
Partners, Ltd. Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-Aberdeen
55 East Monroe Street Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
Suite 3600 (1996-present). President and Chief Executive Officer, Duff & Phelps
Chicago, IL 60603 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) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee, Phoenix-
134 Lake Street Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual
P.O. Box 909 Funds (1996-present). Director, Boston Edison Company (1978-present),
Sherborn, MA 01770 Landauer, Inc. (medical services) (1970-present), Tech Ops./Sevcon, Inc.
(electronic controllers) (1987-present), and Mark IV Industries
(diversified manufacturer) (1985-present). Member, Directors Advisory
Council, Phoenix Home Life Mutual Insurance Company (1998-present).
Director, Phoenix Home Life Mutual Insurance Company (1972-1998) and Key
Energy Group (oil rig service) (1988-1994).

Richard E. Segerson (53) Trustee Managing Director, Northway Management Company (1998-present).Director/
102 Valley Road Trustee, Phoenix Funds (1993-present). Trustee, Phoenix-Aberdeen Series
New Canaan, CT 06840 Fund and Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present). Managing Director, Mullin Associates (1993-1998).

Lowell P. Weicker, Jr. (68) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Greenwich, CT 06830 Mutual Funds (1996-present). Director, UST Inc. (1995-present), HPSC
Inc. (1995-present), and Compuware (1996-present) and Burroughs
Wellcome Fund (1996-present). Visiting Professor, University of
Virginia (1997-present). Director, Duty Free International, Inc.
(1997) . Chairman, Dresing, Lierman, Weicker (1995-1996). Governor of
the State of Connecticut (1991-1995).
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
- --------------------- -------------- -----------------------
<S> <C> <C>
Michael E. Haylon (41) Executive Director and Executive Vice President--Investments, Phoenix Investment
Vice Partners, Ltd. (1995-present). Executive Vice President, Phoenix
President Funds (1993-present) and Phoenix-Aberdeen Series Fund (1996-present).
Executive Vice President (1997-present), Vice President (1996-1997),
Phoenix Duff & Phelps Institutional Mutual Funds. Director
(1994-present), President (1995-present), Executive Vice President
(1994-1995), Vice President (1991-1994), Phoenix Investment Counsel,
Inc. Director, Phoenix Equity Planning Corporation (1995-present).
Senior Vice President, Securities Investments, Phoenix Home Life
Mutual Insurance Company (1993-1995). Various other positions with
Phoenix Home Life Mutual Insurance Company (1990-1993).

John F. Sharry (47) Executive President, Retail Division (1999-present), Executive Vice President,
Vice Retail Division (1997-1999), Phoenix Investment Partners, Ltd.
President Executive Vice President, Phoenix Strategic Allocation Fund, Inc.
(1998-present). Managing Director, Retail Distribution
(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 (1992-1995).

J. Roger Engemann (59) Senior Vice President and Director, Roger Engemann & Associates, Inc.
President (1969-present). President and Director, Pasadena Capital Corporation
(1988-present). Chairman, President and Trustee, Phoenix-Engemann
Funds (1986-present). President and Director, Roger Engemann
Management Co., Inc. (1985-present). Managing Director, Equities,
Phoenix Investment Counsel, Inc. (1998-present). Senior Vice
President, The Phoenix Edge Series Fund and Phoenix Series Fund
(1998-present).

Gail P. Seneca (46) Senior Vice Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. President (1998-present). President and Trustee (1996-present), Phoenix-Seneca
San Francisco, CA 94133 Funds. Managing Member, GMG/Seneca Capital Management LLC
(1996-present). Chief Investment Officer and managing general partner
(1989-present), GMG/Seneca Capital Management, L.P. Senior Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).

Ronald K. Jacks (30) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc. and
909 Montgomery St. National Securities & Research Corporation (1998-present). Secretary
San Francisco, CA 94133 (1996-present) and Trustee (1996-1997), Phoenix-Seneca Funds.
Portfolio Manager, Seneca Capital Management LLC (1996-present).
Portfolio Manager, GMG/Seneca Capital Management, L.P.
(1990-present). Vice President, The Phoenix Edge Series Fund
(1998-present), Phoenix Multi-Portfolio Fund (1998-present) and
Phoenix Duff & Phelps Institutional Mutual Funds (1999-present).

Richard D. Little (49) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc. and
909 Montgomery St. National Securities & Research Corporation (1998-present). Vice
San Francisco, CA 94133 President, Phoenix-Seneca Funds (1996-present). General Partner and
Director of Equities, GMG/Seneca Capital Management, L.P.
(1989-present). Director of Equities, Seneca Capital Management LLC
(1996-present). Vice President, The Phoenix Edge Series Fund
(1998-present), Phoenix Multi-Portfolio Fund (1998-present) and
Phoenix Duff & Phelps Institutional Mutual Funds (1999-present).

</TABLE>

26
<PAGE>
<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
- --------------------- -------------- -----------------------
<S> <C> <C>
Robert S. Dreissen (51) Vice President and Vice President, Compliance, Phoenix Investment Partners, Ltd. (since
Assistant Secretary 1999). Vice President, Phoenix Funds, Phoenix-Aberdeen Series Fund,
Phoenix Duff & Phelps Institutional Mutual Funds and Phoenix-Seneca
Funds (since 1999). Vice President, Risk Management Liaison, Bank of
America (1996-1999). Vice President, Securities Compliance, The
Prudential Insurance Company of America (1993-1996). Branch
Chief/Financial Analyst, Securities and Exchange Commission, Division
of Investment Management (1972-1993).

James E. Mair (57) Vice President Executive Vice President (1994-present), Senior Vice President (1983-
1994), Roger Engemann & Associates, Inc. Director (1990-present),
Executive Vice President (1994-present), Senior Vice President (1990-
1994), Pasadena Capital Corporation. Director, Pasadena National Trust
(1989-present). Executive Vice President (1994-present), Security
Analyst (1983-1994), Roger Engemann Management Co., Inc. Managing
Director, Equities, Phoenix Investment Counsel, Inc. (1998-present).
Vice President, The Phoenix Edge Series Fund and Phoenix Series Fund
(1998-present).

William R. Moyer (54) Vice President Executive Vice President and Chief Financial Officer (1999-present),
100 Bright Meadow Blvd. Senior Vice President and Chief Financial Officer (1995-1999),
P.O. Box 2200 Phoenix Investment Partners, Ltd. Director (1998-present), Senior
Enfield, CT 06083-2200 Vice President, Finance (1990-present), Chief Financial Officer
(1996-present), and Treasurer (1994-1996 and 1998-present), Phoenix
Equity Planning Corporation. Director (1998-present), Senior Vice
President (1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc. Senior
Vice President and Chief Operating 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). Vice
President, Investment Products Finance, Phoenix Home Life Mutual
Insurance Company (1990-1995). Senior Vice President and Chief
Financial Officer, W. S. Griffith & Co., Inc. (1992-1995) and
Townsend Financial Advisers, Inc. (1993-1995).

Leonard J. Saltiel (45) Vice President Managing Director, Operations and Service (1996-present), Senior Vice
President (1994-1996), Phoenix Equity Planning Corporation. Vice
President, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Aberdeen Series
Fund (1996-present). Vice President, Investment Operations, Phoenix
Home Life Mutual Insurance Company (1994-1995). Various positions
with Phoenix Home Life Mutual Insurance Company (1987-1994).

John S. Tilson (55) Vice President Executive Vice President (1994-present), Senior Vice President
(1983-1994), Roger Engemann & Associates, Inc. Director (1990-present),
Executive Vice President (1994-present), Senior Vice President
(1990-1994), Pasadena Capital Corporation. Chief Financial Officer and
Secretary, Phoenix-Engemann Funds (1988-present). Executive Vice
President (1994-present), Security Analyst (1983-1994), Roger Engemann
Management Co., Inc. Managing Director, Equities, Phoenix Investment
Counsel, Inc. (1998-present). Vice President, The Phoenix Edge Series
Fund and Phoenix Series Fund (1998-present).
</TABLE>

27
<PAGE>

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

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
Mutual Insurance Company (1987-1994).
</TABLE>
- ----------
*Indicates that the Trustee is an "interested person" of the Trust within the
meaning of the definition set forth in Section 2(a)(19) of the Investment
Company Act of 1940.

For services rendered to the Trust for the fiscal year ended April 30, 1999,
the Trustees received aggregate remuneration of $45,151. For services on the
Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a
full-time employee of the Adviser or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and a fee of $2,500 per joint meeting of
the Boards. Each Trustee who serves on the Audit Committee receives a retainer
at the annual rate of $2,000 and a fee of $2,000 per joint Audit Committee
meeting attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and a fee of $1,000 per joint Nominating
Committee meeting attended. Each Trustee who serves on the Executive Committee
and who is not an interested person of the Fund receives a retainer at the
annual rate of $2,000 and $2,000 per joint Executive Committee meeting attended.
The function of the Executive Committee is to serve as a contract review,
compliance review and performance review delegate of the full Board of Trustees.
Costs are allocated equally to each of the Series and Funds within the Fund
complex. The foregoing fees do not include the reimbursement of expenses
incurred in connection with meeting attendance. Officers and employees of the
Advisers who are interested persons are compensated by the Adviser and receive
no compensation from the Trust.

For the Trust's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
PENSION OR FROM FUND AND
AGGREGATE RETIREMENT BENEFITS ESTIMATED FUND COMPLEX
COMPENSATION ACCRUED AS PART ANNUAL BENEFITS (14 FUNDS)
NAME FROM FUND OF FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES
- ---- --------- ---------------- --------------- ----------------

<S> <C> <C> <C> <C>
Robert Chesek $3,812* $65,000
E. Virgil Conway[dagger] $5,246 $87,750
Harry Dalzell-Payne[dagger] $4,686 $78,750
Francis E. Jeffries $3,847* $65,500
Leroy Keith, Jr. $3,947 None None $67,500
Philip R. McLoughlin[dagger] $ 0 for any for any $ 0
Everett L. Morris[dagger] $4,547 Trustee Trustee $77,750
James M. Oates[dagger] $4,547 $76,750
Calvin J. Pedersen $ 0 $ 0
Herbert Roth, Jr.[dagger] $5,386 $88,750
Richard E. Segerson $4,547* $76,500
Lowell Weicker, Jr. $4,547 $75,500
</TABLE>

*This compensation (and the earnings thereon) will be deferred pursuant to the
Directors' Deferred Compensation Plan. At April 30, 1999, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Chesek, Jeffries, Morris, Roth
and Segerson was $29,601, $176,390, $155,408, $151,539 and $16,816,
respectively. At present, by agreement among the Trust, the Distributor and the
electing director, director fees that are deferred are paid by the Trust to the
Distributor. The liability for the deferred compensation obligation appears
only as a liability of the Distributor.
[dagger] Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.

28
<PAGE>

On November __, 1999, the Trustees and officers of the Fund beneficially
owned less than 1% of the outstanding shares of the Trust.

PRINCIPAL SHAREHOLDERS

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

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

TTEES of Phoenix Savings & Investment Plan Theme Fund Class A
100 Bright Meadow Blvd
PO Box 1900
Enfield CT 06083-1900

Merrill Lynch Pierce Fenner & Smith Theme Fund Class B
For the Sole Benefit of its Customers Theme Fund Class C
Attn Fund Administration Small Cap Fund Class B
4800 Deer Lake Dr E 3rd Fl Equity Opportunities Fund
Jacksonville FL 32246-6484 Class B

Painewebber CDN FBO Theme Fund Class C
Sandra R. Resnick IRA
P.O. Box 3321
Weehawken NJ 07087-8154

State Street Bank & Trust Co Theme Fund Class C
Cust. for IRA Rollover for
Bruce Geller
5 Plymouth Road
East Rockaway, NY 11518

Phoenix Home Life Theme Fund Class M
56 Prospect St
Hartford CT 06103-2818

Phoenix Investment Counsel Equity Opportunities
100 Bright Meadow Blvd Fund Class B
Enfield CT 06082-1957
</TABLE>

ADDITIONAL INFORMATION

CAPITAL STOCK
The Trust was organized under Massachusetts law in 1986 as a business trust.
On August 29, 1986, the Trust purchased all of the assets and assumed all of the
liabilities of the Stock Series of National Securities Funds. National
Securities Funds, as such, had been in existence since 1940. The Trust continued
the business of the Stock Series under the name "National Stock Fund." The
Trustees subsequently voted to change the name of the Trust to "Phoenix-Seneca
Equity Opportunities Fund" to reflect the purchase of the Adviser by Phoenix
Home Life and the affiliation with other Phoenix Funds. On May 24, 1995, the
Trustees again changed the name of the Trust to "Phoenix Strategic Equity Series
Fund." Prior to August 27, 1999, the Equity Opportunities Fund was known as
Phoenix Equity Opportunities Fund, the Small Cap Fund was known as the Phoenix
Small Cap Fund and the Strategic Theme Fund was known as Phoenix Strategic Theme
Fund.

The Declaration of Trust provides that the Trust's Trustees are authorized to
create an unlimited number of series and, with respect to each series, to issue
an unlimited number of full and fractional shares of one or more Classes and to
divide or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interests in the series. All
shares have equal voting rights, except that only shares of the respective
series or separate Classes within a series are entitled to vote on matters
concerning only that series or Class. This Prospectus offers three series of the
Trust. The Equity Opportunities Fund and the Small Cap Fund offer Class A and
Class B Shares. The Strategic Theme Fund offers Class A, Class B, Class C Shares
and a fourth Class, Class M Shares, which is closed to new investors and
subsequent investments by existing shareholders.

The shares of the Trust, when issued, will be fully paid and non-assessable,
have no preference, preemptive, or similar rights, and will be freely
transferable. There will normally be no meetings of shareholders for the purpose
of electing Trustees unless and until such time as less than a majority of the
Trustees holding office have been elected by shareholders, at which time the
Trustees then in office will call a shareholders' meeting for the election of
Trustees. Shareholders may, in accordance with the

29
<PAGE>
Declaration of Trust, cause a meeting of shareholders to be held for the purpose
of voting on the removal of Trustees. Meetings of the shareholders will be
called upon written request of shareholders holding in the aggregate not less
than 10% of the outstanding shares having voting rights. Except as set forth
above, the Trustees will continue to hold office and appoint successor Trustees.
Shares do not have cumulative voting rights and the holders of more than 50% of
the shares of the Trust voting for the election of Trustees can elect all of the
Trustees of the Trust if they choose to do so and in such event the holders of
the remaining shares would not be able to elect any Trustees. Shareholders are
entitled to redeem their shares as set forth under "How to Redeem Shares."

The Declaration of Trust establishing the Trust, dated June 25, 1986 (a copy
of which, together with all amendments thereto, is on file in the office of the
Secretary of the Commonwealth of Massachusetts), provides that the Trust's name
refers to the Trustees under the Declaration of Trust collectively as Trustees,
but not as individuals or personally; and no Trustee, shareholder, officer,
employee or agent of the Trust shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim of said Trust, but the "Trust Property" only shall be
liable.

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

REPORTS TO SHAREHOLDERS
The fiscal year of the Trust ends on April 30th. The Trust will send
financial statements to its shareholders at least semi-annually. An annual
report, containing financial statements, audited by independent accountants,
will be sent to shareholders each year, and is available without charge upon
request.

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110, serves as
independent accountants for the Trust (the "Accountants"). The Accountants audit
the annual financial statements and express their opinion on them.

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

30
<PAGE>

PHOENIX STRATEGIC EQUITY SERIES FUND

PART C--OTHER INFORMATION

ITEM 23. EXHIBITS

a.1 Declaration of Trust of the Registrant, previously filed, and
filed via EDGAR as Exhibit 1.1 with Post-Effective Amendment
No. 26 on August 29, 1997, herein incorporated by reference.

a.2 Amendment to Declaration of Trust of the Registrant creating
additional classes and dual distribution system, filed with
Post-Effective Amendment No. 9 on July 19, 1994 and filed via
EDGAR as Exhibit 1.2 with Post-Effective Amendment No. 25 on
August 20, 1997, incorporated herein by reference.

a.3 Amendment to Declaration of Trust of the Registrant, changing
name of the Trust and establishing additional Series of the
Trust, filed via EDGAR as Exhibit 1.3 with Post-Effective
Amendment No. 13 on October 16, 1995, incorporated herein by
reference.

a.4 Amendment to Declaration of Trust of the Registrant, changing
the name of the Series of the Trust filed via EDGAR as
Exhibit 1.4 with Post-Effective Amendment No. 14 on April 15,
1996, incorporated herein by reference.

a.5 Amendment to Declaration of Trust establishing an additional
Series of the Trust filed via EDGAR as Exhibit 1.5 with
Post-Effective Amendment No. 15 on May 24, 1996, incorporated
herein by reference.

a.6 Amendment to Declaration of Trust creating additional classes
and multi-class distribution system filed via EDGAR as
Exhibit 1.6 with Post-Effective Amendment No. 27 on October
27, 1997, incorporated herein by reference.

b.1 By-laws of the Registrant, previously filed and filed via
EDGAR as Exhibit 2.1 with Post-Effective Amendment No. 29 on
August 28, 1998 and incorporated herein by reference.

c.1 Reference is hereby made to Article VI of Registrant's
Declaration of Trust referenced in Exhibit a above.

d.1 Management Agreement between Registrant and National
Securities & Research Corporation dated January 1, 1994, as
assigned to Phoenix Investment Counsel Inc. effective June 1,
1998, previously filed, filed via EDGAR as Exhibit 5.1 with
Post-Effective Amendment No. 25 on August 20, 1997 and herein
incorporated by reference.

d.2 Investment Advisory between Registrant and Phoenix
Investment Counsel, Inc. dated October 16, 1995, filed via
EDGAR as Exhibit 5.2 with Post-Effective Amendment No. 13 on
October 16, 1995, incorporated herein by reference.

d.3 First Amendment to Phoenix Strategic Equity Series Fund
Management Agreement between Registrant and National
Securities Research Corporation dated January 1, 1994, as
assigned to Phoenix Investment Counsel, Inc. effective June
1, 1998, filed via EDGAR as Exhibit 5.3 with Post-Effective
Amendment No. 25 on August 20, 1997, incorporated herein by
reference.

d.4 Second Amendment to Phoenix Strategic Equity Series Fund
Management Agreement between Registrant and National
Securities and Research Corporation dated October 16, 1995,
as assigned to Phoenix Investment Counsel, Inc. effective
June 1, 1998, filed via EDGAR as Exhibit 5.4 with
Post-Effective Amendment No. 25 on August 20, 1997,
incorporated herein by reference.

d.5 Subadvisory Agreement between Phoenix Investment Counsel,
Inc. and Seneca Capital Management LLC, dated June 26, 1998,
on behalf of Equity Opportunities Fund filed via EDGAR as
Exhibit 5.5 with Post-Effective Amendment No. 29 on August
28, 1998 and incorporated herein by reference.

d.6 Subadvisory Agreement between Phoenix Investment Counsel,
Inc. and Roger Engemann & Associates, Inc., dated June 26,
1998, on behalf of Small Cap Fund filed via EDGAR as Exhibit
5.6 with Post-Effective Amendment No. 29 on August 28, 1998
and incorporated herein by reference.

d.7 Subadvisory Agreement between Phoenix Investment Counsel,
Inc. and Seneca Capital Management LLC on behalf of Strategic
Theme Fund.

e.1 Underwriting Agreement between Registrant and Phoenix Equity
Planning Corporation ("Equity Planning") dated November 19,
1997, filed via EDGAR as Exhibit 6.1 with Post-Effective
Amendment No. 28 on February 13, 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. 29 on August 28, 1998 and
incorporated herein by reference.

C-1
<PAGE>

e.3 Form of Supplement to Phoenix Family of Funds Sales
Agreement filed via EDGAR as Exhibit 6.3 with Post-Effective
Amendment No. 29 on August 28, 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. 29 on August 28, 1998 and
incorporated herein by reference.

f. None.

g. Custodian Contract between Registrant and State Street Bank
and Trust Company dated May 1, 1997, filed via EDGAR as
Exhibit 8 with Post-Effective Amendment No. 27 on October 27,
1997, incorporated herein by reference.

h.1 Transfer Agency and Service Agreement between Registrant and
Equity Planning dated June 1, 1994, filed with Post-Effective
Amendment No. 9 on July 19, 1994, filed via EDGAR as Exhibit
9.1 with Post-Effective Amendment No. 25 on August 20, 1997,
incorporated herein by reference.

h.2 Sub-Transfer Agency Agreement between Registrant and Phoenix
Equity Planning Corporation dated June 1, 1994 filed via
EDGAR as Exhibit 9.2 with Post-Effective Amendment No. 29 on
August 28, 1998 and incorporated herein by reference.

h.3 Amended and Restated Financial Agent Agreement between
Registrant and Equity Planning dated November 19, 1997 filed
via EDGAR as Exhibit 9.3 with Post-Effective Amendment No. 28
on February 13, 1998.

h.4 First Amendment to Financial Agent Agreement between
Registrant and Phoenix Equity Planning Corporation dated
March 23, 1998 and filed via EDGAR as Exhibit 9.4 with
Post-Effective Amendment No. 29 on August 28, 1998 and
incorporated herein by reference.

h.5 Second Amendment to Financial Agent Agreement between
Registrant and Phoenix Equity Planning Corporation dated July
31, 1998 and filed via EDGAR as Exhibit 9.5 with
Post-Effective Amendment No. 29 on August 28, 1998 and
incorporated herein by reference.

i. Opinion as to legality of the shares filed via EDGAR
herewith.*

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

k. Not applicable.

l. None.

m.1 Amended and Restated Distribution Plan for Class A Shares
filed via EDGAR as Exhibit 15.1 with Post-Effective Amendment
No. 27 on October 27, 1997, 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. 27 on October 27, 1997, incorporated herein by reference.

m.3 Amended and Restated Distribution Plan for Class C Shares
filed via EDGAR as Exhibit 15.3 with Post-Effective Amendment
No. 27 on October 27, 1997, incorporated herein by reference.

n. Financial Data Schedules.

o.1 Amended and Restated Rule 18f-3 Multi-Class Distribution Plan
Effective May 1, 1997 filed via EDGAR as Exhibit 18.1 with
Post-Effective Amendment No. 28 on February 13, 1998.

o.2 First Amendment to Amended and Restated Plan Pursuant to Rule
18f-3, effective August 26, 1998, filed via EDGAR with
Post-Effective Amendment No. 30 on June 28, 1999, and
incorporated herein by reference.

p. Powers of Attorney filed via EDGAR with Post-Effective
Amendment No. 30 on June 28, 1999, and incorporated herein by
reference.
- ----------
*Filed herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
No person is controlled by, or under common control, with the Fund.

C-2
<PAGE>

ITEM 25. INDEMNIFICATION
Registrant's indemnification provision is set forth in Post-Effective
Amendment No. 7 filed with the Securities and Exchange Commission on June 30,
1993, and is incorporated herein by reference.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See "Management of the Fund" in the Prospectus and "Services of the Advisers"
and "Management of the Trust" in the Statement of Additional Information, each
of which is included in this Post-Effective Amendment to the Registration
Statement. For information as to the business, profession, vocation or
employment of a substantial nature of director and officers of the Advisers
reference is made to the Adviser's current Form ADV (SEC File No. 801-5995)
filed under the Investment Advisers Act of 1940 and incorporated herein by
reference.

ITEM 27. PRINCIPAL UNDERWRITER
(a) Equity Planning also serves as the principal underwriter for the
following other investment companies:

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 Allocation Fund, Inc., Phoenix Strategic Equity
Series Fund, Phoenix-Zweig Trust, Phoenix Home Life Variable Universal
Life Account, Phoenix Home Life Variable Accumulation Account, PHL
Variable Accumulation Account, Phoenix Life and Annuity Variable
Universal Life Account and PHL Variable Separate Account MVA1.

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

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

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

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

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

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

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

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

C-3
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITIONS AND OFFICES POSITIONS AND OFFICES
PRINCIPAL ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
- ----------------- ---------------- ---------------
<S> <C> <C>

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

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

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder include herein described Funds'
investment adviser, Phoenix Investment Counsel, Inc.; Registrant's financial
agent, transfer agent and principal underwriter, Phoenix Equity Planning
Corporation; Registrant's dividend disbursing agent and custodian, State Street
Bank and Trust Company. The address of the Secretary of the Trust is 101 Munson
Street, Greenfield, Massachusetts 01301; the address of Phoenix Investment
Counsel, Inc. is 56 Prospect Street, Hartford, Connecticut 06115; the address of
Phoenix Equity Planning Corporation is 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200; the address of the dividend disbursing
agent is P.O. Box 8301, Boston, Massachusetts 02266-8301, Attention: Phoenix
Funds, and the address of the custodian is P.O. Box 351, Boston, Massachusetts
02101.

ITEM 29. MANAGEMENT SERVICES
Not applicable.

ITEM 30. UNDERTAKINGS
Not applicable.

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company
Act, the 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 State of Connecticut on the 4th day of October, 1999.

PHOENIX STRATEGIC EQUITY SERIES FUND

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

Pursuant to the requirements of the Securities Act, this amendment to the
registration statement has been signed below by the following persons in the
capacities indicated, on this 4th day of October, 1999.

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

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

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

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

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

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

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

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

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

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

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

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

Trustee
---------------------------------------
Lowell P. Weicker, Jr.*
</TABLE>

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

S-1