PHOENIX MULTI PORTFOLIO FUND, 485BPOS, 1997-03-28

PHOENIX MULTI PORTFOLIO FUND
485BPOS, 1997-03-28

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As filed with the Securities and Exchange Commission on March 28, 1997

Registration Nos. 33-19423
811-5436
================================================================================
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. 21 [X]

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

Amendment No. 23 [X]

(Check appropriate box or boxes)
-------------
Phoenix Multi-Portfolio 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)
-------------

Philip R. McLoughlin
Vice Chairman and Chief Executive Officer
Phoenix Duff & Phelps Corporation
56 Prospect Street
Hartford, Connecticut 06115
(Name and Address of Agent for Service)
-------------

It is proposed that this filing will become effective (check
appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on _____________ pursuant to paragraph (b)
[ ] 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.
Declaration Pursuant to Rule 24f-2
-------------

Registrant has registered an indefinite number of shares under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant filed the notice required by Rule 24f-2 with respect to the fiscal
year ended on November 30, 1996 on January 24, 1997.

================================================================================
<PAGE>

The following pages from Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A, filed with the Securities and Exchange Commission on
March 27, 1997 are incorporated herein by reference thereto:

Part A

Version A Cross Reference Pages to Items Required by Rule 495(a)

Version A Prospectus Pages 1 through 40

Part B

Version A Statement of Additional Information Pages 1 through 38 and November
30, 1996 Annual Reports for Phoenix Tax-Exempt Bond Portfolio, Phoenix Mid Cap
Portfolio, Phoenix International Portfolio, Phoenix Real Estate Securities
Portfolio and Phoenix Emerging Markets Bond Portfolio.

<PAGE>

This registration statement contains two prospectuses and two Statements of
Additional Information. These are identified as Versions A and B of each.

PHOENIX MULTI-PORTFOLIO FUND

Cross Reference Sheet

Required by Rule 495(a) [Version B]

PART A

<TABLE>
<CAPTION>
Form N-1A Item No. Prospectus Caption
- -------------------- ---------------------------------------------------------
<S> <C> <C>
1. Cover Page ................................. Cover Page
2. Synopsis ................................. Introduction; Fund Expenses
3. Condensed Financial Information ............ Financial Highlights
4. General Description of Registrant ......... Introduction; Investment Objectives and Policies;
Investment Techniques; Portfolio Turnover; Description
of Shares
5. Management of the Fund ..................... Introduction; Management of the Fund
6. Capital Stock and Other Securities ......... Introduction; Description of Shares; Dividends and
Distributions; Taxes
7. Purchase of Securities Being Offered ...... National Distributor; How to Buy Shares
8. Redemption or Repurchase .................. How to Redeem Shares
9. Legal Proceedings ........................ Not applicable
</TABLE>

PART B

<TABLE>
<CAPTION>
Form N-1A Item No. Statement of Additional Information Caption
- -------------------- -------------------------------------------------------
<S> <C> <C>
10. Cover Page ................................ Cover Page
11. Table of Contents .......................... Table of Contents
12. General Information and History ........... Not applicable
13. Investment Objectives and Policies ........ Investment Objectives and Policies; Investment
Restrictions; Portfolio Turnover
14. Management of the Fund .................... Trustees and Officers
15. Control Persons and Principal Holders of
Securities ................................ Trustees and Officers
16. Investment Advisory and Other Services ..... The Investment Adviser; The Distributor
17. Brokerage Allocation and Other Practices .. Portfolio Transactions and Brokerage
18. Purchase, Redemption and Pricing of
Securities Being Offered .................... See "Description of Shares" In Prospectus; Net Asset
Value; Purchase of Shares; Shareholder Services;
Reinvestment Privilege; Exchange Privilege; How to
Redeem Shares
20. Tax Status ................................ Taxes
21. Underwriters ................................ The Distributor; Purchase of Shares
22. Calculations of Yield Quotations of Money
Market Funds ............................. Not applicable
23. Financial Statements ....................... Financial Statements
</TABLE>

PART C

The 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>
[Cover]

PHOENIX FUNDS

Phoenix Multi-Portfolio Fund

* PHOENIX ENDOWMENT EQUITY PORTFOLIO
* PHOENIX DIVERSIFIED INCOME PORTFOLIO

PROSPECTUS
APRIL 1, 1997

[Double-Diamond logo] Phoenix
Duff & Phelps

<PAGE>

PHOENIX MULTI-PORTFOLIO FUND

101 Munson Street

Greenfield, Massachusetts 01301

PROSPECTUS

April 1, 1997

Phoenix Multi-Portfolio Fund (the "Trust") is an open-
end management investment company whose shares are offered in seven series, two
of which are to be offered by this Prospectus. Each series represents an
investment in a separate portfolio with its own investment objectives and
policies. The two portfolios listed below were developed specifically for non-
profit investors such as endowment funds and other tax-exempt organizations who
are seeking professional money management and advisory services. The investment
adviser to the portfolios discussed in this prospectus is Phoenix Investment
Counsel, Inc. (the "Adviser").

Phoenix Endowment Equity Portfolio ("Equity Portfolio") seeks as its
investment objective long-term appreciation of capital. The secondary objective
is current income. Since income is a secondary objective, the level of income
generated by the investment of the Portfolio's assets will vary.

Phoenix Diversified Income Portfolio ("Diversified Income Portfolio"
formerly the "Endowment Fixed Income Portfolio") seeks as its investment
objective current income through investment primarily in publicly-traded,
investment quality debt securities. Capital appreciation is a secondary
objective.

There can be no assurance that any Portfolio will achieve its objectives.

Each Portfolio may engage in limited securities and index options
transactions and enter into financial futures contracts and related options for
hedging purposes. See "Investment Techniques."

No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, and, if given or made, such other information or representations
must not be relied upon as having been authorized by the Trust, the Adviser, or
the Distributor. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
state in which or to any person to whom it is unlawful to make such offer.

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Investors should read and
retain this Prospectus for future reference. A Statement of Additional
Information dated April 1, 1997, which contains further information about the
Trust, has been filed with the Securities and Exchange Commission and is
incorporated by reference in this Prospectus. A copy of the Statement of
Additional Information may be obtained without charge by calling Phoenix Equity
Planning Corporation ("Equity Planning"), the National Distributor, at (800)
243-4361 or by writing Equity Planning at 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200.

Shares of either Portfolio are not deposits or obligations of, or
guaranteed or endorsed by, any bank, credit union or affiliated entity and are
not federally insured or otherwise protected by the Federal Deposit Insurance
Corporation (FDIC), the Federal Reserve Board or any other agency and involve
investment risk, including possible loss of principal.

================================================================================
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================

CUSTOMER SERVICE: (800) 243-1574

MARKETING: (800) 243-4361

TELEPHONE ORDERS/EXCHANGES: (800) 367-5877

TELECOMMUNICATION DEVICE (TTY): (800) 243-1926

<PAGE>

TABLE OF CONTENTS

Page
------
INTRODUCTION ................................. 3
FUND EXPENSES .............................. 4
FINANCIAL HIGHLIGHTS ........................ 5
PERFORMANCE INFORMATION ..................... 7
INVESTMENT OBJECTIVES AND POLICIES ......... 7
Equity Portfolio ........................... 7
Diversified Income Portfolio ............... 8
INVESTMENT TECHNIQUES ........................ 8
Repurchase Agreements ..................... 8
Zero Coupon Bonds ........................... 8
Securities and Index Options ............... 8
Writing (Selling) Call Options ............ 9
Purchasing Call and Put Options ............ 9
Warrants and Stock Rights .................. 9
Financial Futures and Related Options ...... 9
Foreign Securities ........................ 10
Lending Portfolio Securities ............... 11
When Issued Securities ..................... 11
INVESTMENT RESTRICTIONS ..................... 11
PORTFOLIO TURNOVER ........................... 11
MANAGEMENT OF THE FUND ..................... 11
The Investment Adviser ..................... 12
The Portfolio Managers ..................... 12
The Financial Agent ........................ 12
The Custodian and Transfer Agent ............ 13
Brokerage Commissions ..................... 13
NATIONAL DISTRIBUTOR ........................ 13
DESCRIPTION OF SHARES ........................ 13
HOW TO BUY SHARES ........................... 14
NET ASSET VALUE .............................. 15
HOW TO REDEEM SHARES ........................ 15
DIVIDENDS AND DISTRIBUTIONS .................. 16
TAXES ....................................... 16
ADDITIONAL INFORMATION ..................... 17
APPENDIX .................................... 18

<PAGE>

INTRODUCTION

Phoenix Multi-Portfolio Fund (the "Trust") is an open-end management
investment company established as a business trust under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated
October 15, 1987. The Declaration of Trust, as amended, authorizes the assets
and shares of the Trust to be divided into seven series or "Portfolios", two of
which are available for investment as described below. Each Portfolio has a
different investment objective and is designed to meet different investment
needs. This Prospectus offers shares of the Endowment Equity Portfolio (the
"Equity Portfolio") and Diversified Income Portfolio (the "Diversified Income
Portfolio"; each, a "Portfolio", and, together, the "Portfolios") to endowment
funds and other non-profit, tax-exempt organizations. The investment objective
of the Equity Portfolio is long-term appreciation of capital and it invests
primarily in common stocks with appreciation potential. The investment objective
of the Diversified Income Portfolio is current income and it invests primarily
in publicly-traded investment quality debt securities. There can be no assurance
that either Portfolio will achieve its objective.

The Investment Adviser

The investment adviser to the Portfolios is Phoenix Investment Counsel,
Inc. ("PIC" or the "Adviser"). PIC is a subsidiary of Phoenix Duff & Phelps
Corporation, and prior to November 1, 1995, was an indirect subsidiary of
Phoenix Home Life Mutual Insurance Company "Phoenix Home Life". For managing, or
directing the management of the investments of each Portfolio, the Adviser is
entitled to a prescribed fee. The Adviser is entitled to a fee for the Equity
Portfolio, payable monthly, at the annual rate of 0.75% of the average of the
aggregate daily net asset values of the Equity Portfolio 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. The Adviser is also entitled to a fee for the Diversified
Income Portfolio, payable monthly, at the annual rate of 0.50% of the average of
the aggregate daily net asset values of the Diversified Income Portfolio up to
$1 billion; 0.45% of such value between $1 billion and $2 billion; and 0.40% of
such value in excess of $2 billion. See "Management of the Fund" for a
description of the Investment Advisory Contracts and the Adviser's undertaking
to reimburse the Trust for certain expenses.

National Distributor

The Adviser's parent, Phoenix Equity Planning Corporation ("Equity
Planning"), serves as National Distributor of the Trust's shares. See "National
Distributor" and the Statement of Additional Information. Equity Planning also
acts as financial agent and as such receives a fee. See "The Financial Agent."
Equity Planning also acts as transfer agent for the Trust. See "The Custodian
and Transfer Agent."

Purchase of Shares

Shares of each Portfolio are sold at the next determined net asset value
after receipt of the purchase order by Equity Planning (the "Transfer Agent").
See "How to Buy Shares" and "Net Asset Value."

To purchase shares of any Portfolio, the minimum initial investment is
$100,000 and the minimum subsequent investment is $1,000. For immediate
investment of funds, shares must be purchased with Federal Funds. (See Statement
of Additional Information.) Certain exceptions to the minimum initial and
subsequent investment amounts are available under specific circumstances. See
"How to Buy Shares."

Redemption Price

Shares of each Portfolio may be redeemed at any time at the net asset value
per share next computed after receipt of a redemption request in proper form by
the Transfer Agent. The Trustees reserve the right, upon 30 days' written
notice, to redeem shares credited to a shareholder's Open Account if the net
asset value of the shares in the account falls below a specified level. See "How
to Redeem Shares."

Risk Factors

There can be no assurance that any Portfolio will achieve its investment
objectives. In addition, special risks may be presented by the particular types
of securities in which a Portfolio may invest. The risks of each Portfolio
should be reviewed and are set forth in the "Investment Objectives and Policies"
section of this Prospectus.

<PAGE>

FUND EXPENSES

The following table illustrates all expenses and fees that a shareholder
will incur. The expenses and fees set forth in these tables are for the fiscal
year ended November 30, 1996.

Diversified
Equity Income
Portfolio Portfolio
---------- -----------
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases None None
(as percentage of offering price)
Maximum Sales Load Imposed on Reinvested Dividends None None
Deferred Sales Load None None
Redemption Fees (a) None None
Exchange Fee None None
Annual Operating Expenses
(as a percentage of average net assets)
Management Fees 0.75% 0.50%
Other Operating Expenses (After reimbursement) (b) 0.10 0.15
------ ------
Total Operating Expenses 0.85% 0.65%
====== ======

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

(a) The Trustees may, at their option, impose a redemption fee not in
excess of 1% of net asset value. They do not presently intend to impose such a
redemption charge and shareholders will be given reasonable notice of any change
in this intention.

(b) The Adviser has agreed to reimburse the Trust for the amount by which
the total operating expenses for the fiscal year ended November 30, 1997 of the
Equity Portfolio and the Diversified Income Portfolio exceed 0.85% and 0.65% of
the Portfolio's average net assets, respectively. For the fiscal year ended
November 30, 1996, total operating expenses were over-reimbursed on the Equity
Portfolio reducing total operating expenses to 0.77%. If the Adviser had not
reimbursed a portion of these expenses, operating expenses would have been 4.47%
and 2.25%, respectively.

Example* 1 year 3 years 5 years 10 years
- ----------------------------------------------- --------- --------- ----------
An investor would pay the following
expenses on a $1,000 investment,
assuming (1) a 5% annual return and
(2) redemption at the end of each
time period. As noted above, the
Trust charges no redemption fees of
any kind.
Equity Portfolio $9 $27 $47 $105
Diversified Income Portfolio $7 $21 $36 $ 81

*The purpose of the table above is to help the investor understand the
various costs and expenses that the investor will bear, directly or indirectly.
The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown. For more
complete descriptions of the various costs and expenses, see "Management of the
Fund" and "How to Buy Shares."

<PAGE>

FINANCIAL HIGHLIGHTS

The following tables set forth certain financial information for the fiscal
year ended November 30, 1996. The financial information has been audited by
Price Waterhouse LLP, independent accountants. Their opinion and the Trust's
Financial Statements and notes thereto are incorporated by reference in the
Statement of Additional Information. The Statement of Additional Information and
each Portfolio's most recent Annual Report (containing the report of Independent
Accountants and additional information relating to each Portfolio's performance)
are available at no charge upon request, by calling (800) 243-4361.

FINANCIAL HIGHLIGHTS

(Selected data for a share outstanding throughout the indicated period)

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

ENDOWMENT EQUITY PORTFOLIO

From
Year Ended Year Ended Year Ended Inception
November 30, November 30, November 30, 4/1/93 to
1996 1995 1994 11/30/93
----------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ......... $ 13.03 $ 9.78 $11.09 $10.00
Income from investment operations
Net investment income ........................ 0.06(1)(4) 0.11(1)(4) 0.14(1) 0.10(1)
Net realized and unrealized gain (loss) ...... 2.14 3.31 (0.73) 1.02
------- ------ --------- --------
Total from investment operations ............ 2.20 3.42 (0.59) 1.12
------- ------ --------- --------
Less distributions
Dividends from net investment income ......... (0.04) (0.17) (0.14) (0.03)
Distributions from net realized gains ......... (1.77) -- (0.58) --
------- ------ --------- --------
Total distributions ........................ (1.81) (0.17) (0.72) (0.03)
------- ------ --------- --------
Change in net asset value ..................... 0.39 3.25 (1.31) 1.09
------- ------ --------- --------
Net asset value, end of period ............... $ 13.42 $13.03 $ 9.78 $11.09
======= ====== ========= ========
Total return ................................. 19.68% 35.35% -5.77% 11.23%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $ 480 $4,122 $4,443 $4,944
Ratio to average net assets of:
Operating expenses ........................... 0.77% 0.85% 0.85% 0.85%(2)
Net investment income ........................ 0.45% 0.95% 1.42% 1.54%(2)
Portfolio turnover ........................... 142% 248% 250% 312%(2)
Average commission rate(5) ..................... $0.0503 N/A N/A N/A
</TABLE>

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

(1) Includes reimbursement of operating expenses by Adviser of $0.45, $0.24,
$0.15 and $0.15, respectively. For the year ended November 30, 1996, $0.01
of the reimbursement is in excess of the expense limitation.

(2) Annualized.

(3) Not annualized.

(4) Computed using average shares outstanding.

(5) For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for securities trades on
which commissions are charged. This rate generally does not reflect
mark-ups, mark-downs or spreads on shares traded on a principal basis.

<PAGE>

DIVERSIFIED INCOME PORTFOLIO

<TABLE>
<CAPTION>
From
Year Ended Year Ended Year Ended Inception
November 30, November 30, November 30, 4/1/93 to
1996 1995 1994 11/30/93
--------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ......... $ 9.45 $ 8.97 $ 10.12 $ 10.00
Income from investment operations
Net investment income ........................ 0.78(1) 0.91(1) 0.63(1) 0.40(1)
Net realized and unrealized gain (loss) ...... 0.59 0.51 (1.13) 0.12
-------- -------- --------- --------
Total from investment operations ............ 1.37 1.42 (0.50) 0.52
-------- -------- --------- --------
Less distributions
Dividends from net investment income ......... (0.79) (0.94) (0.59) (0.40)
Distributions from net realized gains ......... -- -- (0.06) --
-------- -------- --------- --------
Total distributions ........................ (0.79) (0.94) (0.65) (0.40)
-------- -------- --------- --------
Change in net asset value ..................... 0.58 0.48 (1.15) 0.12
-------- -------- --------- --------
Net asset value, end of period ............... $ 10.03 $ 9.45 $ 8.97 $ 10.12
======== ======== ========= ========
Total return ................................. 15.32% 16.65% -5.26% 5.35%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $ 5,967 $ 5,170 $ 1,780 $ 1,989
Ratio to average net assets of:
Operating expenses ........................... 0.65% 0.65% 0.65% 0.65%(2)
Net investment income ........................ 8.11% 7.60% 6.64% 6.13%(2)
Portfolio turnover ........................... 231% 618% 124% 183%(2)
</TABLE>

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

(1) Includes reimbursement of operating expenses by Adviser of $0.15, $0.40,
$0.34 and $0.35, respectively.

(2) Annualized.

(3) Not annualized.

<PAGE>

PERFORMANCE INFORMATION

The Trust may, from time to time, advertise several types of performance
information with respect to any or all of the Portfolios. This information may
also be included in sales literature or reports to current or prospective
shareholders. This is referred to as the "average annual total return" and
"total return" of any Portfolio. Each of these figures is based upon historical
results and is not necessarily representative of the future performance of any
Portfolio.

Average annual total return and total return figures measure both the net
investment income generated by, and the effect of any realized and unrealized
appreciation or depreciation of the underlying investments in a Portfolio for
the period in question, assuming the reinvestment of all dividends. Thus, these
figures reflect the change in the value of an investment in a Portfolio during a
specific period. Average annual total return for each Portfolio will be quoted
for at least the one, five and ten year periods ending on a recent calendar
quarter (or if such periods have not yet elapsed, at the end of a shorter period
corresponding to the life of the Portfolio). Average annual total return figures
are annualized and, therefore, represent the average annual percentage change
over the period in question. Total return figures are not annualized and
represent the aggregate percentage or dollar value change over the period in
question.

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

From time to time, a Portfolio's performance may be compared to that of the
Consumer Price Index or various unmanaged equity or bond indices such as the Dow
Jones Industrial Average, Standard & Poor's 500 Stock Index, and Europe
Australia Far East Index, and may also be compared to the performance of other
mutual funds or mutual fund indices as reported by Lipper Analytical Services,
Inc. ("Lipper"), CDA Investment Technologies, Inc. ("CDA"), and Morningstar,
Inc. Lipper and CDA are widely recognized independent mutual fund reporting
services. Lipper and CDA performance calculations are based upon changes in net
asset value with all dividends reinvested and do not include the effect of any
sales charges. Additionally, a Portfolio's performance results may be compared
to those of other investment or savings vehicles (such as certificates of
deposit) and results published in various publications such as Changing Times,
Forbes, Fortune, Money, Barrons, Business Week, Stanger's Mutual Fund Monitor,
The Stanger Register, Stanger's Investment Adviser, The Wall Street Journal, The
New York Times, Consumer Reports, Registered Representative, Financial Planning,
Financial Services Weekly, Financial World, U.S. News and World Report, Standard
and Poor's The Outlook, Investor's Daily and Personal Investor may be quoted.

A Portfolio's shares are sold at the net asset value per share next
computed after the purchase order is received by Equity Planning. A Portfolio's
returns and net asset value will fluctuate. Shares of a Portfolio are redeemable
by an investor at the then current net asset value, which maybe more or less
than original cost. Additional information concerning performance information
appears in the Statement of Additional Information.

The Trust's Annual Report, available upon request and without charge,
contains a discussion of the performance of each Portfolio and a comparison of
that performance to a securities market index.

INVESTMENT OBJECTIVES

AND POLICIES

Each Portfolio has a different investment objective and is designed to meet
different investment needs. The differences in objectives and policies among the
Portfolios can be expected to affect the investment return of each Portfolio and
the degree of market and financial risk to which each Portfolio is subject. The
investment objective of each Portfolio is deemed to be a fundamental policy
which may not be changed without the approval of a vote of a majority of the
outstanding shares of that Portfolio. Except as noted below, a Portfolio's
investment policies are not deemed to be fundamental and, therefore, may be
changed without shareholder approval. Since certain risks are inherent in the
ownership of any security, there can be no assurance that a Portfolio will
achieve its investment objective.

Equity Portfolio

The Equity Portfolio's investment objective is to seek long-
term appreciation of capital. The secondary objective is current income. Since
income is a secondary objective, the level of income generated by the investment
of the Portfolio's assets will vary.

The Equity Portfolio intends to invest, under normal conditions, at least
65% of the total assets of the Portfolio in the common stock of companies
believed by management to have appreciation potential. However, the Equity
Portfolio may also invest in preferred stocks, bonds (rated within the four
highest investment grades as defined under "Diversified Income Portfolio"
below), convertible preferred stocks and convertible debentures if, in the
judgment of management, the investment would further its investment objective.
The Equity Portfolio may also engage in certain options transactions and enter
into financial futures contracts and related options for

<PAGE>

hedging purposes. (See "Investment Techniques".) Each security held will be
monitored to determine whether it is contributing to the basic objective of
long-term appreciation of capital.

The Adviser believes that a portfolio of such securities provides the most
effective way to obtain capital appreciation, but when, for temporary defensive
purposes (as when market conditions for growth stocks are adverse), other types
of investments appear advantageous on the basis of combined considerations of
risk and the protection of capital values, investments may be made in publicly
traded investment quality debt securities with or without warrants or conversion
features. In an effort to protect its assets against major market declines, or
for other temporary defensive purposes, the Equity Portfolio may actively pursue
a policy of retaining cash or investing part or all of its assets in cash
equivalents.

Although diversification is an important consideration in selecting the
investment portfolio of the Equity Portfolio, greater emphasis will be placed
upon careful selection of securities believed to have good potential for
appreciation than upon wide diversification.

Diversified Income Portfolio

The Diversified Income Portfolio's primary investment objective is to seek
current income through investment primarily in publicly traded, investment
quality debt securities. Capital appreciation is a secondary objective.

In seeking its investment objectives, it is anticipated that, under normal
conditions, at least 65% of the value of this Portfolio will be represented by
debt securities which have, at the time of purchase, a rating within the four
highest investment grades as determined by Moody's Investors Service, Inc. (Aaa,
Aa, A, Baa) or by Standard and Poor's Corporation (AAA, AA, A, BBB), and debt
securities of other issuers which, although not rated as a matter of policy by
either Moody's Investors Service, Inc. or Standard and Poor's Corporation, are
determined by the Adviser to have a quality comparable to securities receiving
ratings within such four highest grades. The market values of investment grade
debt securities tend to be sensitive to changes in prevailing interest rates.
Although investment quality securities are subject to market fluctuations, the
risk of loss of income and principal is generally expected to be less than with
lower quality securities.

If a debt security's rating is down-graded below BBB or Baa, the security
will normally be sold, unless management believes that the financial condition
of the issuer, or the protections afforded to the particular security, is
stronger than would be indicated by the rating.

INVESTMENT TECHNIQUES

In furtherance of their objectives, the Portfolios may write covered call
and put options, engage in transactions in financial futures contracts and
options, and invest in foreign securities and other instruments such as
repurchase agreements. Futures contracts and related instruments are derivative
securities or "derivatives". These investment techniques and the related risks
are summarized below and are described in more detail in the Statement of
Additional Information.

Repurchase Agreements

A Portfolio may invest in repurchase agreements, either for temporary
defensive purposes necessitated by adverse market conditions or to generate
income from its excess cash balances, provided that no more than 10% of a
Portfolio's total assets may be invested in the aggregate in repurchase
agreements having maturities of more than seven days and in all other illiquid
securities. A repurchase agreement is an agreement under which the Portfolio
acquires a money market instrument (generally a security issued by the U.S.
Government or an agency thereof, a banker's acceptance or a certificate of
deposit) from a commercial bank, a broker or a dealer, subject to resale to the
seller at an agreed upon price and date (normally the next business day). The
resale price reflects an agreed upon interest rate effective for the period the
instrument is held by the Portfolio and is unrelated to the interest rate on the
underlying instrument. A repurchase agreement acquired by the Portfolio will
always be fully collateralized by the underlying instrument, which will be
marked to market every business day. The underlying instrument will be held for
the Trust's account by the Trust's custodian bank until repurchased. Investors
in the Diversified Income Portfolio should be aware that investments in
repurchase agreements do not generate income exempt from federal income
taxation.

The use of repurchase agreements involves certain risks such as default by
or the insolvency of the other party to the repurchase agreement. Repurchase
agreements will be entered into only with commercial banks, brokers and dealers
considered by the Adviser to be credit-worthy.

Zero Coupon Bonds

The Portfolios may invest in debt obligations that do not make any interest
payments for a specified period of time prior to maturity or until maturity.
Even though such bonds do not pay current interest in cash, the Trust is
required to accrue interest income on such investments and to distribute such
amounts to shareholders. Thus, the Trust would not be able to purchase
income-producing securities to the extent of cash used to pay such distributions
and current income could be less than it otherwise would have been.
Alternatively, the Trust might liquidate investments in order to satisfy these
distribution requirements. The value of these obligations fluctuates more in
response to interest rate changes, if they are of the same maturity, than does
the value of debt obligations that make current interest payments. (See the
Statement of Additional Information).

Securities and Index Options

Each Portfolio may write covered call options and purchase call and put
options. Securities and index options and the related risks are summarized below
and are described in more detail in the Statement of Additional Information.

<PAGE>

Writing (Selling) Call Options

Each Portfolio may write exchange-traded covered call options. A call
option on a security gives the purchaser of the option, in return for the
premium paid to the writer (seller), the right to buy the underlying security at
the exercise price at any time during the option period. Upon exercise by the
purchaser, the writer of a call option has the obligation to sell the underlying
security at the exercise price. A call option on a securities index is similar
to a call option on an individual security, except that the value of the option
depends on the weighted value of the group of securities comprising the index
and all settlements are made in cash. A call option may be terminated by the
writer (seller) by entering into a closing purchase transaction in which it
purchases an option of the same series as the option previously written.

A call option is "covered" if the Portfolio owns the underlying security or
has an absolute and immediate right to acquire that security without additional
cash consideration (or for additional cash consideration held in a segregated
account by its custodian) upon conversion or exchange of other securities held
in its portfolio. A call option written by a Portfolio is also covered if the
Portfolio holds on a share-for-share basis a covering call on the same security
as the call written where (i) the exercise price of the covering call held is
equal to or less than the exercise price of the call written or greater than the
exercise price of the call written if the difference is maintained by the
Portfolio in the form of any asset, including equity securities and
non-investment grade debt so long as the asset is liquid, unencumbered and
marked to market daily in a segregated account with its custodian, and (ii) the
covering call expires at the same time or after the call written.

The Trustees have limited the value of the total assets of a Portfolio
which may be subject to call options to 50% of a Portfolio's total assets.
Management presently intends to cease writing options if and as long as 25% of
such total assets are subject to outstanding options contracts or if required
under regulations of state securities administrators. Call options on securities
indices will be written only to hedge in an economically appropriate way
portfolio securities which are not otherwise hedged with options or financial
futures contracts and will be "covered" by identifying the specific portfolio
securities being hedged.

A Portfolio will write call options in order to obtain a return on its
investments from the premiums received and will retain the premiums whether or
not the options are exercised. Any decline in the market value of portfolio
securities will be offset to the extent of the premiums received (net of
transaction costs). If an option is exercised, the premium received on the
option will effectively increase the exercise price.

During the option period the writer of a call option has 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. Writing call options also
involves risks relating to the Portfolio's ability to close out options it has
written.

Purchasing Call and Put Options

A call option is described above. A put option on a security gives the
purchaser of the option, in return for the premium paid to the writer (seller),
the right to sell the underlying security at the exercise price at any time
during the option period. Upon exercise by the purchaser, the writer of a put
option has the obligation to purchase the underlying security at the exercise
price. A put option on a securities index is similar to a put option on an
individual security, except that the value of the option depends on the weighted
value of the group of securities comprising the index and all settlements are
made in cash.

A Portfolio may invest up to 2% of its total assets in exchange-traded call
and put options on securities and securities indices for the purpose of hedging
against changes in the market value of its portfolio securities. A Portfolio
will invest in call and put options whenever, in the opinion of its Adviser, a
hedging transaction is consistent with the investment objectives of a Portfolio.
A Portfolio 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 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 on the call or put which is
sold.

Purchasing a call or a put option involves the risk that a Portfolio may
lose the premium it paid plus transaction costs.

Warrants and Stock Rights

Warrants and stock rights are almost identical to call options in their
nature, use and effect except that they are issued by the issuer of the
underlying security, rather than an option writer, and they generally have
longer expiration dates than call options. Each Portfolio may invest up to 5% of
total assets in warrants and stock rights valued at the lower of cost or market,
but no more than 2% of total assets may be invested in warrants or stock rights
not listed on the New York Stock Exchange or American Stock Exchange.

Financial Futures and Related Options

Each Portfolio may enter into financial futures contracts and related
options. Financial futures contracts and related options and associated risks
are summarized below and are described in more detail in the Statement of
Additional Information.

Financial futures contracts consist of interest rate futures contracts and
securities index futures contracts. An interest rate futures contract obligates
the seller of the contract to deliver, and the purchaser to take delivery of,
the interest rate securities called for in the contract at a specified future
time and at a specified price. A stock index assigns relative values to the
common stocks included in the index, and the index fluctuates with changes in
the market values of the common stocks so included. A stock index futures
contract is a bilateral agreement pursuant to which two parties agree to take or
make delivery of an amount of cash equal to a specified dollar amount times the
difference between the stock index value at the close of the last trading day of
the contract and the price

<PAGE>

at which the futures contract is originally struck. An option on a financial
futures contract gives the purchaser the right to assume a position in the
contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the period of
the option.

A Portfolio may purchase and sell financial futures contracts which are
traded on a recognized exchange or board of trade and may purchase exchange- or
board-traded put and call options on financial futures contracts as a hedge
against anticipated changes in the market value of its portfolio securities or
securities which it intends to purchase. Hedging is the initiation of a position
in the futures market which is intended as a temporary substitute for the
purchase or sale of the underlying securities in the cash market.

A Portfolio will engage in transactions in financial futures contracts and
related options only for hedging purposes and not for speculation. In addition,
a Portfolio will not purchase or sell any financial futures contract or related
option if, immediately thereafter, the sum of the cash or U.S. Treasury bills
initially committed with respect to a Portfolio's existing futures and related
options positions and the premiums paid for related options would exceed 2% of
the market value of the Portfolio's total assets. At the time of purchase of a
futures contract or a call option on a futures contract, any asset, including
equity securities and non-investment grade debt so long as the asset is liquid,
unencumbered and marked to market daily equal to the market value of the futures
contract minus a Portfolio's initial margin deposit with respect thereto will be
deposited in a segregated account with the Portfolio's custodian bank to
collateralize fully the position and thereby ensure that it is not leveraged.
The extent to which either Portfolio may enter into financial futures contracts
and related options may also be limited by requirements of the Internal Revenue
Code for qualification as a regulated investment company.

Engaging in transactions in financial futures contracts involves certain
risks, such as the possibility of an imperfect correlation between futures
market prices and cash market prices and the possibility that the Adviser could
be incorrect in its expectations as to the direction or extent of various
interest rate movements, in which case a Portfolio's return might have been
greater had hedging not taken place. There is also the risk that a liquid
secondary market may not exist. The risk in purchasing an option on a financial
futures contract is that a Portfolio could lose the premium it paid. Also, there
may be circumstances when the purchase of an option on a financial futures
contract would result in a loss to a Portfolio while the purchase or sale of the
contract would not have resulted in a loss.

Foreign Securities

Each Portfolio may purchase foreign securities, including those issued by
foreign branches of U.S. banks. The Trust may invest 25% of the assets of a
Portfolio in the securities of foreign issuers. The Trust may invest in abroad
range of foreign securities including equity, debt and convertible securities
and foreign government securities. In connection with investments in foreign
securities, the Trust may enter into forward foreign currency exchange contracts
for the purpose of protecting against losses resulting from fluctuations in
exchange rates between the U.S dollar and a particular foreign currency
denominating a security which the Trust holds or intends to acquire. The Trust
will not speculate in forward foreign currency exchange contracts.

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. investments in foreign countries, difficulty in invoking legal
process abroad 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. 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 the Trust will not be
registered with the Securities Exchange Commission and many of the issuers of
foreign securities 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 compare favorably or unfavorably with the
United States economy with respect to such factors as rate of growth, rate of
inflation, capital reinvestment, resource self sufficiency and balance of
payment positions, and economic trends in foreign countries may be difficult to
assess.

The Trust will calculate its net asset value 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 Trust may invest may be primarily listed in foreign stock exchanges
which may trade on other days (such as Saturdays). As a result, the net asset
values of the Trust's portfolios may be affected by such trading on days when a
shareholder has no access to the Trust.

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 Trust's foreign securities transactions. The use of a foreign
custodian invokes considerations which are not ordinarily associated with
domestic custodians. These considerations include the possibility of
expropriations,

<PAGE>

restricted access to books and records of the foreign custodian, inability to
recover assets that are lost while under control of the foreign custodian, and
the impact of political, social or diplomatic developments.

Lending Portfolio Securities

In order to increase the return on its investment, a Portfolio may lend its
portfolio securities to broker-dealers and other financial institutions in
amounts up to 25% of the market or other fair value of its total assets. Loans
of portfolio securities will always be fully collateralized and will be made
only to borrowers considered by the Adviser to be credit-worthy. Lending
portfolio securities involves risk of delay in the recovery of the loaned
securities and in some cases the loss of rights in the collateral should the
borrower fail financially. (See the Statement of Additional Information).

When Issued Securities

The Portfolios may commit to purchase new issues of securities on a
when-issued basis. Delivery and payment for such securities normally takes 15 to
45 days or more after the date of the commitment to purchase. When a Portfolio
purchases securities on a when-issued basis, cash or liquid securities equal in
value to commitments for when-issued securities will be deposited in a
segregated account with the Trust's custodian bank.

Securities purchased on a when-issued basis and the securities held in the
Portfolio are subject to changes in market value based upon the public
perception of the creditworthiness of the issuer and changes in the level of
interest rates (which generally result in similar changes in value, i.e., both
experiencing appreciation when interest rates decline and depreciation when
interest rates rise). Therefore, to the extent that a Portfolio remains
substantially invested at the same time that it has purchased securities on a
when-issued basis, there will be greater fluctuations in its net asset value
than if it merely set aside cash to pay for when-issued securities. In addition,
transactions in when-issued securities may involve a risk of loss if the value
of the securities falls below the price committed to prior to actual issuance.
Although a Portfolio generally will commit to purchase securities on a
when-issued basis with the intention of acquiring such securities, it may
dispose of a commitment prior to settlement if the Adviser deems it appropriate
to do so. A Portfolio may realize capital gains or losses upon the sale of the
commitment. Any such gain, if not offset by net realized capital losses, will be
distributed to the shareholders. See "Dividends and Distributions" and "Taxes."
(See also the Statement of Additional Information.)

INVESTMENT RESTRICTIONS

The investment restrictions to which each Portfolio is subject, together
with the investment objectives of the Portfolio, are fundamental policies of the
Trust which may not be changed as to any Portfolio without the approval of such
Portfolio's shareholders. Among the more significant restrictions, each
Portfolio may not (i) invest more than 5% of its total assets in securities
issued or guaranteed by any one issuer (except the U.S. Government); (ii)
purchase more than 10% of the outstanding voting securities or more than 10% of
the securities of any class of any one issuer; (iii) purchase a restricted
security or a security for which market quotations are not readily available or
a repurchase agreement having a maturity longer than seven days if as a result
of such purchase more than 10% of the Portfolio's net assets would be invested
in such securities; or (iv) borrow in excess of 10% of the market or other fair
value of its total assets or pledge its assets to an extent greater than 15% of
the market or other fair value of its total assets (any borrowings to be from
banks and undertaken only as a temporary measure for administrative purposes).

Within certain limitations (see the Statement of Additional Information)
each Portfolio may invest up to 10% of its total assets in shares of other
investment companies provided that immediately after any such investment not
more than 3% of the voting stock of another investment company would be owned by
the Portfolio. As a shareholder in another investment company a Portfolio will
bear its ratable share of the investment company's expenses, including
management fees, and will remain subject to payment of the advisory fee to the
Adviser with respect to assets so invested.

The Portfolios' investment restrictions are fully described in the
Statement of Additional Information.

PORTFOLIO TURNOVER

The Portfolio pays brokerage commissions for purchases and sales of
portfolio securities. A high rate of portfolio turnover involves a
correspondingly greater amount of brokerage commissions and other costs which
must be borne directly by a Portfolio and thus indirectly by its shareholders.
It may also result in the realization of larger amounts of short-
term capital gains, which are taxable to shareholders as ordinary income.

The rate of portfolio turnover is not a limiting factor when the Adviser
deems changes appropriate. Although the portfolio turnover rate of all of the
Portfolios cannot be accurately predicted, it is anticipated that the annual
turnover rate for the Diversified Income Portfolio and the Equity Portfolio will
not exceed 300% and 320%, respectively. Portfolio turnover rates for the fiscal
years for each Portfolio are shown in the section "Financial Highlights."
Portfolio turnover rate is calculated by dividing the lesser of purchases and
sales of portfolio securities during the fiscal year by the monthly average of
the value of the Portfolio's securities (excluding short-term securities). The
turnover rate may vary greatly from year to year and may be affected by cash
requirements for redemptions of shares of a Portfolio and by compliance with
provisions of the Internal Revenue Code relieving investment companies which
distribute substantially all of their net income from federal income taxation on
the amounts distributed.

MANAGEMENT OF THE FUND

The Trust is an open-end management investment company, known as a mutual
fund. The Board of Trustees supervises the

<PAGE>

business affairs and investments of the Trust, which is managed or caused to be
managed on a daily basis by the Trust's investment adviser. The Trust was
organized as a Massachusetts business trust on October 15, 1987. The Trust is
authorized to offer shares in series or "Portfolios" and is currently offering
shares of seven Portfolios, two of which are listed in this Prospectus.

The Investment Adviser

The Adviser is Phoenix Investment Counsel, Inc., which is located at 56
Prospect Street, Hartford, Connecticut 06115-0480. All of the outstanding stock
of PIC is owned by Phoenix Equity Planning Corporation ("Equity Planning" or
"Distributor"), a subsidiary of Phoenix Duff & Phelps Corporation of Chicago,
Illinois. Prior to November 1, 1995 PIC and Equity Planning were indirect,
wholly-owned subsidiaries of Phoenix Home Life Mutual Insurance Company
("Phoenix Home Life") of Hartford, Connecticut. Phoenix Home Life is a majority
shareholder of Phoenix Duff & Phelps Corporation. 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. In addition to the Fund, PIC also serves as investment adviser to
Phoenix Series Fund, Phoenix Strategic Equity Series Fund (Strategic Theme Fund
and Small Cap Fund), Phoenix Strategic Allocation Fund, Inc. and The Phoenix
Edge Series Fund (all Series other than the Real Estate Securities Series and
Aberdeen New Asia Series) and as sub-adviser to the Chubb America Fund, Inc.,
Sun America Series Trust, and JNL Series Trust. PIC was originally organized in
1932 as John P. Chase, Inc. As of December 31, 1996, PIC had approximately $18.2
billion in assets under management.

The Adviser continuously furnishes an investment program for each Portfolio
and manages the investment and reinvestment of the assets of each Portfolio
subject at all times to the supervision of the Trustees. The Adviser, at its
expense, furnishes to the Trust adequate office space and facilities and certain
administrative services, including the services of any member of its staff who
serves as an officer of the Trust.

The Investment Advisory Agreements have been approved for the Portfolios by
the Trustees.

For managing, or directing the management of the investments of the Equity
Portfolio, the Adviser is entitled to a prescribed fee. The Adviser is entitled
to a fee for the Equity Portfolio, payable monthly, at the annual rate of 0.75%
of the average of the aggregate daily net asset values of the Equity Portfolio
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. The Adviser is also entitled to a
fee for the Diversified Income Portfolio, payable monthly, at the annual rate of
0.50% of the average of the aggregate daily net asset values of the Diversified
Income Portfolio up to $1 billion; 0.45% of such value between $1 billion and $2
billion; and 0.40% of such value in excess of $2 billion. The total advisory fee
of 0.75% of the aggregate net assets of the Equity Portfolio is greater than
that for most mutual funds, however the Board of Trustees has determined that it
is similar to fees charged by other mutual funds whose investment objectives are
similar to those of the Equity Portfolio.

For its services to the Portfolios during the fiscal year ended November
30, 1996, the Advisor received a fee of $48,133.

The Adviser has agreed to reimburse the Trust for the amount by which total
operating expenses of the Equity Portfolio and the Diversified Income Portfolio
exceed 0.85% and 0.65%, respectively. The Adviser has also agreed to reimburse
the Trust for the amount, if any, by which the total operating expenses of any
Portfolio (including the Adviser's compensation, but excluding interest, taxes,
brokerage fees and commissions and extraordinary expenses) for any fiscal year
exceed the level of expenses which such Portfolio is permitted to bear under the
most restrictive expense limitation (which has not been waived) imposed on
mutual funds by any state in which shares of such Portfolio are then qualified
for sale.

The Portfolio Managers

Phoenix Endowment Equity Portfolio

Mr. Thomas S. Melvin, Jr. has been the Portfolio Manager of the Portfolio
since February, 1993. As such, Mr. Melvin is primarily responsible for the day
to day management of the Portfolio. Mr. Melvin is a Vice President of the
Adviser and is also a Vice President of National Securities & Research
Corporation and Phoenix Duff & Phelps Institutional Mutual Funds. From November
1991 until November 1995, Mr. Melvin was Portfolio Manager, Common Stock,
Phoenix Home Life Mutual Insurance Company. From 1987 to 1991 Mr. Melvin was
Portfolio Manager of Constitution Capital Management.

Phoenix Diversified Income Portfolio

Mr. David L. Albrycht has been the Portfolio Manager of the Portfolio since
August, 1993. As such, Mr. Albrycht is primarily responsible for the day to day
management of the Portfolio. Since August of 1994, Mr. Albrycht has been a Vice
President and Portfolio Manager of Phoenix Multi-Sector Fixed Income Fund, Inc.
Since August 1993, Mr. Albrycht has also been the Portfolio Manager of Phoenix
Multi-Sector Short Term Bond Fund. Mr. Albrycht is also a Vice President of the
Adviser. Until November 1995, Mr. Albrycht was a Portfolio Manager of Phoenix
Home Life Mutual Insurance Company and has held various investment management
positions with Phoenix Home Life during the past five years.

The Financial Agent

Equity Planning also acts as financial agent of the Trust and, as such,
performs bookkeeping and pricing services and certain other administrative
functions for the Trust. As compensation, Equity Planning is entitled to a fee,
payable monthly and based upon (a) the average of the aggregate daily net asset
values of each Portfolio of the Trust, at the following incremental annual
rates:

First $100 million .05%
$100 million to $300 million .04%
$300 million to $500 million .03%
Greater than $500 million .015%

(b) a minimum fee based on the predominant type of assets of each Portfolio; and
(c) an additional $12,000 fee for any

<PAGE>

additional class of shares created in the future. For its services during the
Trust's fiscal year ended November 30, 1996, Equity Planning received $2,470 or
0.03% of average net assets.

The Custodian and Transfer Agent

The custodian of the assets is State Street Bank and Trust Company, P.O.
Box 351, Boston, Massachusetts 02101. The securities and other assets of each
Portfolio of the Trust are held by the Custodian or any subcustodian separate
from the securities and assets of each other Portfolio.

Pursuant to a Transfer Agent and Service Agreement with the Phoenix Funds,
Equity Planning acts as transfer agent for the Trust (the "Transfer Agent") for
which it is paid a fee equivalent to $19.25 for each designated daily dividend
shareholder account and $14.95 for each designated non-daily dividend
shareholder account. The Transfer Agent is authorized to engage sub-agents to
perform certain shareholder servicing functions from time to time for which such
agents shall be paid a fee by the Transfer Agent. The Adviser may also select
affiliated broker-dealers to execute transactions for the Fund, provided that
the commissions, fees and other remuneration paid to such affiliated brokers is
reasonable and fair as compared to that paid to non-affiliated brokers for
comparable transactions.

Brokerage Commissions

Although the Conduct Rules of the National Association of Securities
Dealers, Inc. prohibit its members from seeking orders for the execution of
investment company portfolio transactions on the basis of their sales of
investment company shares, under such Rules sales of investment company shares
may be considered in selecting brokers to effect portfolio transactions.
Accordingly, some portfolio transactions are subject to such Rules and to
obtaining best prices and executions, effected through dealers (excluding Equity
Planning) who sell shares of the Trust. The Adviser may also select affiliated
broker-dealers to execute transactions for the Fund, provided that the
commissions, fees or other remuneration paid to such affiliated brokers is
reasonable and fair as compared to that paid to non-affiliated brokers for
comparable transactions.

NATIONAL DISTRIBUTOR

The offices of Equity Planning, the National Distributor of the Trust's
shares, are located at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield,
Connecticut 06083-2200. Philip R. McLoughlin is a Trustee and President of the
Trust and a director and President of Equity Planning. Mr. Michael E. Haylon, an
officer of the Trust, is a director of Equity Planning. David R. Pepin, a
director and officer of Equity Planning, is an officer of the Trust. G. Jeffrey
Bohne, Nancy Curtiss, William E. Keen III, William R. Moyer, William J. Newman,
Leonard J. Saltiel and Thomas N. Steenburg are officers of the Trust and
officers of Equity Planning.

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

The sale of Trust shares through a securities broker affiliated with a
particular bank is not expected to preclude the Trust from borrowing from such
bank or from availing itself of custodial or transfer agency services offered by
such bank.

DESCRIPTION OF SHARES

The capitalization of the Trust consists solely of an unlimited number of
shares of beneficial interest, $1 par value. The Trustees are authorized to
offer shares in different series or "Portfolios". The Trust currently offers
shares of other Portfolios not described in this prospectus in different
classes. Holders of shares of a Portfolio are entitled to one full vote for each
full share owned and a fractional vote for any fractional share. Shares of a
Portfolio participate equally in dividends and distributions paid with respect
to such Portfolio and in such Portfolio's net assets on liquidation. Shares of a
Portfolio are fully paid and non-assessable when issued and are transferable and
redeemable. Shares of the Portfolios have no preemptive or conversion rights.

The assets received by the Trust for the issue or sale of shares of a
Portfolio and all income, earnings, profits and proceeds thereof, subject only
to the rights of creditors, are allocated to such Portfolio and constitute the
underlying assets of such Portfolio. The underlying assets of a Portfolio are
required to be segregated on the books of account and are to be charged with the
expenses in respect to such Portfolio and with a share of the general expenses
of the Trust. Any general expenses of the Trust not readily identifiable as
belonging to a particular Portfolio are allocated by or under the direction of
the Trustees in such manner as the Trustees determine to be fair and equitable.

Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a business trust such as the

<PAGE>

Trust may be personally liable for debts or claims against the Trust. The
Declaration of Trust provides that shareholders will not be subject to any
personal liability for the acts or obligations of the Trust and that every
written agreement, undertaking or obligation made or issued by the Trust shall
contain a provision to that effect. The Declaration of Trust provides for
indemnification out of the Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability, which is considered remote, is limited to circumstances in which the
Trust itself would be unable to meet its obligations.

HOW TO BUY SHARES

Shares of each Portfolio are offered to endowment funds and other
tax-exempt organizations on a continuous basis by Equity Planning. Shares are
sold at the net asset value per share (as described below) next computed after
the purchase order is received by Equity Planning. Sales of shares of the Equity
and Diversified Income Portfolios may be made through broker-dealers, pension
consultants or other qualified financial agents/institutions at the net asset
value per share next computed after the order is received by Equity Planning.

To purchase shares of any Portfolio, the minimum initial investment is
$100,000 and the minimum subsequent investment is $1,000.

In connection with purchases of $100,000 or more (or subsequent purchases
in any amount) by an endowment fund or other tax-exempt organization, Equity
Planning may pay broker-dealers, from its own profits and resources, an amount
equal to .25% of 1% of the net asset value of any shares sold. If part or all of
such an investment is subsequently redeemed within one year of the investment
date, the broker/dealer will refund to Equity Planning any such amounts paid
with respect to the investment.

In addition to the above form of compensation, Equity Planning will sponsor
sales contests, training and educational meetings and provide to all qualifying
financial agents, from its own profits and resources, additional compensation in
the form of trips, merchandise or expense reimbursement. Brokers or dealers
other than Equity Planning may also make customary additional charges for their
services in effecting purchases, if they notify the Trust of their intention to
do so.

As a convenience to the shareholder, all shares of a Portfolio registered
in the shareholder's name are automatically credited to an Open Account
maintained in book entry form for the shareholder on the books of the Trust by
its transfer agent. An Open Account offers the shareholder ready access to
certain options and services as described in the Statement of Additional
Information.

The Trust offers combination purchase privileges, letters of intent,
accumulation plans, withdrawal plans, and reinvestment and exchange privileges.
Under certain circumstances, shares of any Portfolio, or shares of any other
Phoenix Fund may be exchanged for shares of the same class on the basis of the
relative net asset values per share at the time of the exchange. Shares of any
other Portfolio for which a sales charge has been paid may be exchanged for
shares of a Portfolio of the Trust on the basis of the relative net asset values
per share at the time of the exchange. Exchanging shares between a Portfolio of
the Trust purchased at net asset value and a Portfolio for which a sales charge
would apply will require payment of the applicable sales charge. Shares of any
Phoenix Fund for which a sales charge has been paid or which qualify for net
asset value purchases, may be exchanged 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 Portfolio, Series, or
Fund being acquired. Shareholders may exchange shares held in book-
entry form for an equivalent number (value) of the same class of shares of any
other Phoenix Fund.

Because excessive trading can hurt Fund performance and harm shareholders,
the Fund reserves the right to temporarily or permanently terminate exchange
privileges or reject any specific order for any dealer, shareholder or person
whose transactions seem to follow a timing pattern, including those who request
more than one exchange out of a fund within any 30 day period. The Distributor
has entered into agreements with certain dealers and investment advisors
permitting them to exchange their clients' shares by telephone. These privileges
are limited under those agreements and the Distributor has the right to reject
or suspend those privileges. The Trust reserves the right to terminate or modify
its exchange privileges at any time upon giving prominent notice to shareholders
at least 60 days in advance.

Each Phoenix Fund has different investment objectives and policies.
Shareholders should, therefore, obtain and review the prospectus of the fund
into which the exchange is to be made before any exchange requests are made.

Unless a shareholder elects in writing not to participate in the Telephone
Exchange Privilege, shares for which certificates have not been issued may be
exchanged by calling 800-243-1574, provided that the exchange is made between
accounts with identical account registrations. Under the Telephone Exchange
Privilege, telephone exchange orders may also be entered on behalf of the
shareholder by his or her registered representative. The Trust and the Transfer
Agent will employ reasonable procedures to confirm that telephone instructions
are genuine. In addition to requiring identical registrations on both accounts,
the Transfer Agent will require address verification and will record telephone
instructions on tape. All exchanges will be confirmed in writing to the
shareholder. To the extent that procedures reasonably designed to prevent
unauthorized telephone exchanges are not followed, the Trust and/or Transfer
Agent may be liable for following telephone instructions for exchange
transactions that prove to be fraudulent. Broker/dealers other than Equity
Planning have agreed to bear the risk of any loss resulting from any
unauthorized telephone exchange instruction from the firm or its registered
representatives. However, the shareholder would bear the risk of loss resulting
from instructions entered by an unauthorized third party that the Trust and/or
the

<PAGE>

Transfer Agent reasonably believe to be genuine. The Telephone Exchange
Privilege may be modified or terminated at any time on 60 days' notice to
shareholders. In addition, during times of drastic economic or market changes,
the Telephone Exchange Privilege may be difficult to exercise or may be
suspended temporarily. In such event an exchange may be effected by following
the procedure outlined for tendering shares represented by certificate(s). The
Telephone Exchange Privilege is available only in states where shares being
acquired may be legally sold.

If a shareholder elects not to use the Telephone Exchange Privilege or if
the shares being exchanged are represented by a certificate or certificates, the
shareholder must submit a written request for an exchange to Phoenix Funds c/o
State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. If
the shares are being exchanged between accounts that are not registered
identically, the signature on such request must be guaranteed by an eligible
guarantor institution as defined by the Trust'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. Any outstanding certificate or certificates for the tendered
shares must be duly endorsed and submitted.

Purchase and withdrawal plans and reinvestment and exchange privileges are
described more fully in the Statement of Additional Information. For further
information, call Equity Planning at 800-243-4361.

NET ASSET VALUE

The net asset value per share of each Portfolio is determined as of the
close of regular trading of the New York Stock Exchange (the "Exchange") on days
when the Exchange is open for trading. The net asset value per share of a
Portfolio is determined by adding the values of all securities and other assets
of the Portfolio, subtracting liabilities, and dividing by the total number of
outstanding shares of the Portfolio. 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 Portfolio, 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.

The Portfolio's investments are valued at market value or, where market
quotations are not available, at fair value as determined in good faith by the
Trustees or their delegates. 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. Since the Trust does
not price securities on weekends or United States national holidays, the net
asset value of a Portfolio's foreign assets may be significantly affected on
days when the investor has no access to the Trust. Short term investments having
a remaining maturity of less than sixty-one days are valued at amortized cost,
which the Trustees have determined approximates market value. For further
information about security valuations, see the Statement of Additional
Information.

HOW TO REDEEM SHARES

Any holder of shares of a Portfolio of the Trust may require the Trust to
redeem such shares at any time at their net asset value next computed after
receipt of the order by Equity Planning. Non-certificated shares registered on
the books of the Trust may be redeemed by submitting a written request for
redemption to Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box
8301, Boston, MA 02266-8301. The redemption request must contain the name of the
Portfolio, the shareholder(s)' account name(s) and number(s), the number of
shares to be redeemed and the signature(s) of the registered shareholder(s). If
a trustee is designated in the account's registration and the redemption
proceeds do not exceed $50,000 and are to be paid to the registered owner(s) at
the address of record, the signature(s) on the redemption request need not be
guaranteed. Otherwise, the signature(s) must be guaranteed by an eligible
guarantor institution as defined by the Trust'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. Shares represented by certificates in the possession of the
shareholder may be redeemed by submitting a written request for redemption to
Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA
02266-8301, together with the certificates, duly endorsed by all persons in
whose names the shares are registered, with signatures guaranteed, if required,
in the manner described above. Signature(s) also must be guaranteed on any
change of address request submitted in conjunction with any redemption request.
Payment will be made within seven days after receipt of the duly endorsed share
certificates unless the redemption request relates to shares for which good
payment has not yet been collected. For shares purchased by check or through the
Invest-by-Phone service, collection of good payment may take up to 15 days after
receipt of the check.

Telephone Redemptions

Unless a shareholder elects in writing not to participate in the Telephone
Redemption Privilege, shares for which certificates have not been issued may be
redeemed by calling 800-243-1574 and telephone redemption orders will also be
accepted on behalf of the shareholder by his or her registered representative.

The Trust and the Transfer Agent will employ reasonable procedures to
confirm that telephone instructions are genuine. Address and bank account
information will be verified, telephone redemption instructions will be recorded
on tape, and all redemptions will be confirmed in writing to the shareholder. If

<PAGE>

there has been an address change within the past 60 days, a telephone redemption
will not be authorized. To the extent that procedures reasonably designed to
prevent unauthorized telephone redemptions are not followed, the Trust and/or
the Transfer Agent may be liable for following telephone instructions for
redemption transactions that prove to be fraudulent. Broker/
dealers other than Equity Planning have agreed to bear the risk of any loss
resulting from any unauthorized telephone redemption instruction from the firm
or its registered representatives. However, the shareholder would bear the risk
of loss resulting from instructions entered by any unauthorized third party that
the Trust and/or the Transfer Agent reasonably believe to be genuine. The
Telephone Redemption Privilege may be modified or terminated at any time on 60
days' notice to shareholders. In addition, during times of drastic economic or
market changes, the telephone redemption privilege may be difficult to exercise
and a shareholder should submit a written redemption request, as described
above.

If the amount of the redemption is $500 or more, the proceeds will be wired
to the shareholder's designated U.S. commercial bank account. If the amount of
the redemption is less than $500, the proceeds will be sent by check to the
address of record on the shareholder's account.

Telephone redemption orders received and accepted by the Transfer Agent on
any day when the Transfer Agent is open for business, will be entered at the
next determined net asset value. However, telephone redemption orders received
and accepted by the Transfer Agent after the close of trading hours on the
Exchange will be executed on the following business day. The proceeds of a
telephone redemption will normally be sent on the first business day following
receipt of the redemption request. However, with respect to the telephone
redemption of shares purchased by check, such requests will only be effected
after the Trust has assured itself that good payment has been collected for the
purchase of shares, which may take up to 15 days. The Telephone Redemption
Privilege is not available for HR-10, IRA and 403(b)(7) Plans.

To the extent consistent with state and federal law, the Trust may make
payment of the redemption price either in cash or kind. The Trust has elected to
pay in cash all requests for redemptions by any shareholder of record but may
limit such cash 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 Trust 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 of a Portfolio of the Trust would be readily marketable and valued at the
same value assigned to them in computing the net asset value per share of such
Portfolio. A shareholder receiving such securities would incur brokerage costs
when the shareholder sold the securities.

Redemption of Small Accounts

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

DIVIDENDS AND DISTRIBUTIONS

All dividends and distributions with respect to the shares of a Portfolio
of the Trust will be payable in shares of such Portfolio at net asset value or,
at the option of the shareholder, in cash.

The Diversified Income Portfolio will distribute its net investment income
to its shareholders on a monthly basis. Dividends will be invested or
distributed in cash on the last business day of every month with checks or
confirmations mailed to shareholders on the second business day of the next
month. The net income of the Portfolio for Saturdays, Sundays and other days on
which the New York Stock Exchange is closed will be declared as dividends on the
next business day. The Diversified Income Portfolio will distribute net realized
capital gains, if any, to its shareholders on an annual basis.

The Equity Portfolio will distribute its net investment income to its
shareholders semi-annually and net realized capital gains, if any, to its
shareholders at least annually.

TAXES

Each Portfolio is treated as a separate entity for federal income tax
purposes. Each Portfolio intends to qualify and elect to be treated as a
regulated investment company under the provisions of Subchapter M of the
Internal Revenue Code as currently amended (the "Code"). The Portfolios so
qualified for the most recent fiscal year. To remain qualified, each Portfolio
will be required to satisfy various income, distribution and diversification
requirements. As such, each Portfolio will not be subject to Federal income tax
liability on its net investment income and net capital gains that are currently
distributed (or are deemed to be distributed) to its shareholders. Each
Portfolio also intends to make timely distributions, if necessary, sufficient in
amount to avoid the non-deductible 4% excise tax imposed on a regulated
investment company to the extent that it fails to distribute, with respect to
each calendar year, at least 98% of its ordinary income for such calendar year
and 98% of its net capital gains for the one-year period ending on October 31 of
such calendar year (or for the fiscal year, if the Portfolio so elects).

The Portfolios are currently offered to shareholders that qualify as
tax-exempt under Section 501(c)(3) of the Internal Revenue Code. In the future,
however, the Portfolios may be offered to shareholders who are not tax-exempt.
Distributions which are designated by the Portfolios as long-term capital gains,
whether received in shares or in cash, will be taxable to non-tax-exempt
shareholders as long-term capital gains (regardless of how long the distributee
has been a shareholder)

<PAGE>

and will not be eligible for the corporate dividends-received deduction. Each
Portfolio will be taxed on its undistributed net capital gain, if any, at
regular corporate income tax rates, and, to the extent of the amount of such
capital gain designated by the Portfolio in a notice mailed to shareholders not
later than 60 days after the close of the year, will be treated as having been
distributed to shareholders. Consequently, any undistributed net capital gain so
designated (although not actually received by the shareholders) will be taxed to
non-tax-exempt shareholders as capital gain, and such shareholders will be
entitled to claim their proportionate share of the Federal income taxes paid by
the Portfolio on such gains as a credit against their own Federal income taxes.

Written notices will be sent to shareholders following the end of each
calendar year regarding the tax status of all distributions made (or deemed to
have been made) during each taxable year, including the exempt portion (if
applicable), the amount qualifying for the dividends-received deduction (if
applicable) and the amount designated as capital gains dividends, undistributed
capital gains (if any), foreign tax credits (if applicable), and cumulative
return of capital (if any). The Portfolios may be required to withhold Federal
income tax at a rate of 31% on reportable dividends paid to certain non-
corporate shareholders. Generally, shareholders subject to such backup
withholding will be those for whom a taxpayer identification number and certain
required certifications are not filed with the Portfolio or who, to the
Portfolio's knowledge, have furnished an incorrect number.

The foregoing is only a summary of some of the important tax considerations
generally affecting the Portfolios and their shareholders. In addition to the
Federal income tax consequences described above, which are applicable to any
investment in the Portfolios, there may be state or local tax considerations,
and estate tax considerations, applicable to the circumstances of a particular
investor. Also, legislation may be enacted in the future that could affect the
tax consequences described above. Shareholders are therefore urged to consult
their tax advisers with respect to the effects of this investment on their own
tax situations.

ADDITIONAL INFORMATION

Inquiries and requests for the Statement of Additional Information, the
Annual Report to Shareholders and the Semi-
Annual Report to Shareholders should be directed to Equity Planning at (800)
243-4361 or 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
06083-2200.

<PAGE>

APPENDIX

Descriptions of Certain Rating Definitions

Moody's Investors Service, Inc.

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

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

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

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

Standard & Poor's Corporation

AAA: This is the highest rating assigned by Standard
& Poor's to a debt obligation and indicates an
extremely strong capacity to pay principal and
interest.

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

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

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

<PAGE>

BACKUP WITHHOLDING INFORMATION

Step 1. Please make sure that the social security number or taxpayer
identification number (TIN) which appears on the Application complies with
the following guidelines:

Give Social Security Number or
Account Type Tax Identification Number of:
- ------------ ------------------------------
Individual Individual
- --------------------------------------------------------------------------------
Joint (or Joint Tenant) Owner who will be paying tax
- --------------------------------------------------------------------------------
Uniform Gifts to Minors Minor
- --------------------------------------------------------------------------------
Legal Guardian Ward, Minor or Incompetent
- --------------------------------------------------------------------------------
Sole Proprietor Owner of Business (also provide
owner's name)
- --------------------------------------------------------------------------------
Trust, Estate, Pension Plan Trust Trust, Estate, Pension Plan Trust
(not personal TIN of fiduciary)
- --------------------------------------------------------------------------------
Corporation, Partnership,
Other Organization Corporation, Partnership, Other
Organization
- --------------------------------------------------------------------------------
Broker/Nominee Broker/Nominee
- --------------------------------------------------------------------------------

Step 2. If you do not have a TIN, you must obtain Form SS-5 (Application for
Social Security Number) or Form SS-4 (Application for Employer
Identification Number) from your local Social Security or IRS office and
apply for one. Write "Applied For" in the space on the application.

Step 3. If you are one of the entities listed below, you are exempt from
backup withholding.

[bullet] A corporation

[bullet] Financial institution

[bullet] Section 501(a) exempt organization (IRA, Corporate Retirement
Plan, 403(b), Keogh)

[bullet] United States or any agency or instrumentality thereof

[bullet] A State, the District of Columbia, a possession of the United
States, or any subdivision or instrumentality thereof

[bullet] International organization or any agency or instrumentality
thereof

[bullet] Registered dealer in securities or commodities registered in
the U.S. or a possession of the U.S.

[bullet] Real estate investment trust

[bullet] Common trust fund operated by a bank under section 584(a)

[bullet] An exempt charitable remainder trust, or a non-exempt trust
described in section 4947(a)(1)

[bullet] Regulated Investment Company

If you are in doubt as to whether you are exempt, please contact the Internal
Revenue Service.

Step 4. IRS Penalties--If you do not supply us with your TIN, you will be
subject to an IRS $50 penalty unless your failure is due to reasonable
cause and not willful neglect. If you fail to report interest, dividend
or patronage dividend income on your federal income tax return, you will
be treated as negligent and subject to an IRS 5% penalty tax on any
resulting underpayment of tax unless there is clear and convincing
evidence to the contrary. If you falsify information on this form or
make any other false statement resulting in no backup withholding on an
account which should be subject to a backup withholding, you may be
subject to an IRS $500 penalty and certain criminal penalties including
fines and imprisonment.

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

This Prospectus sets forth concisely the information about the Phoenix
Multi-Portfolio Fund (the "Fund") which you should know before investing. Please
read it carefully and retain it for future reference.

The Fund has filed with the Securities and Exchange Commission a Statement of
Additional Information about the Fund, dated April 1, 1997. The Statement
contains more detailed information about the Fund and is incorporated into this
Prospectus by reference. You may obtain a free copy of the Statement by writing
the Fund c/o Phoenix Equity Planning Corporation, 100 Bright Meadow, P.O. Box
2200, Enfield, Connecticut 06083-2200.

Financial information relating to the Trust is contained in the Annual Report to
Shareholders for the year ended November 30, 1996 and is incorporated into the
Statement of Additional Information by reference.

[Recycle symbol] Printed on recycled paper using soybean ink
<PAGE>
[Back Cover]

Phoenix Multi-Portfolio Fund
PO Box 2200
Enfield CT 06083-2200

[Double-Diamond Logo] Phoenix
Duff & Phelps

PDP 467 (4/97)

<PAGE>

PHOENIX MULTI-PORTFOLIO FUND

101 Munson Street
Greenfield, Massachusetts 01301

Statement of Additional Information
April 1, 1997

This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current Prospectus of
Phoenix Multi-Portfolio Fund (the "Trust"), dated April 1, 1997 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
INVESTMENT OBJECTIVES AND POLICIES (7) ......... 1
INVESTMENT RESTRICTIONS (11) .................. 7
PERFORMANCE (7) ................................. 8
PERFORMANCE COMPARISONS (7) ..................... 9
PORTFOLIO TURNOVER (11) ........................ 9
TRUSTEES AND OFFICERS (11) ..................... 9
THE INVESTMENT ADVISER (12) ..................... 17
PORTFOLIO TRANSACTIONS AND BROKERAGE (13) ...... 18
NET ASSET VALUE (15) ........................... 19
PURCHASE OF SHARES (14) ........................ 19
SHAREHOLDER SERVICES ........................... 20
INVEST-BY-PHONE ................................. 21
EXCHANGE PRIVILEGES (14) ........................ 21
HOW TO REDEEM SHARES (15) ..................... 22
TAXES (16) .................................... 24
THE DISTRIBUTOR (13) ........................... 25
ADDITIONAL INFORMATION (17) ..................... 26
FINANCIAL STATEMENTS ........................... 26
APPENDIX ....................................... 26

* Numbers in parentheses are cross-references to related sections of the
Prospectus.

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

PDP 642(4/97)
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Prospectus of Phoenix Multi-Portfolio Fund (the "Trust") describes the
investment objectives of the Phoenix Endowment Equity Portfolio ("Equity
Portfolio") and Diversified Income Portfolio ("Diversified Income Portfolio"
formerly the "Phoenix Endowment Fixed Income Portfolio") (each, a "Portfolio"
and, together, the "Portfolios"), the two Portfolios currently offered by the
Trust, and summarizes the investment policies and investment techniques each
Portfolio will employ in seeking to achieve its investment objective. The
following discussion supplements the description of the Portfolios' investment
policies and investment techniques in the Prospectus.

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

Money Market Instruments. Certain money market instruments as described
below may be used by the Equity Portfolio and Diversified Income Portfolio to a
very limited extent: when investing otherwise idle cash or on a temporary basis
for defensive purposes.

Repurchase Agreements. Repurchase agreements, as described in the Trust's
Prospectus, will be entered into only with commercial banks, brokers and dealers
considered by the Trust to be creditworthy. The Trustees of the Trust will
monitor each Portfolio's repurchase agreement transactions periodically and,
with the Adviser, will consider standards which the Adviser will use in
reviewing the creditworthiness of any party to a repurchase agreement with a
Portfolio. No more than an aggregate of 10% of a Portfolio's net assets, at the
time of investment, will be invested in repurchase agreements having maturities
longer than seven days and other investments subject to legal or contractual
restrictions on resale, or for which there are not readily available market
quotations.

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

Certificates of Deposit. Certificates of deposit are generally short-term,
interest-bearing negotiable certificates issued by banks or savings and loan
associations against funds deposited in the issuing institution.

Time Deposits. Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which a
negotiable certificate is not received.

Banker's Acceptances. A bankers' acceptance is a time draft drawn on a
commercial bank by a borrower usually in connection with an international
commercial transaction (to finance the import, export, transfer or storage of
goods). The borrower, as well as the bank, is liable for payment, and the bank
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity.

Commercial Paper. Commercial paper refers to short-term, unsecured
promissory notes issued by corporations to finance short-term credit needs.
Commercial paper is usually sold on a discount basis and has a maturity at the
time of issuance not exceeding nine months.

Corporate Debt Securities. Corporate debt securities with a remaining
maturity of less than one year tend to become extremely liquid and are traded as
money market securities.

U.S. Government Obligations. Securities issued or guaranteed as to
principal and interest by the United States Government include a variety of
Treasury securities, which differ only in their interest rates, maturities, and
times of issuance. Treasury bills have maturities of one year or less. Treasury
notes have maturities of one to seven years, and Treasury bonds generally have
maturities of greater than five years.

Agencies of the United States Government which issue or guarantee
obligations include, among others, Export-Import Banks of the United States,
Farmers Home Administration, Federal Housing Administration, Government National
Mortgage Association, Maritime Administration, Small Business Administration and
The Tennessee Valley Authority. Obligations of instrumentalities of the United
States Government include securities issued or guaranteed by, among others, the
Federal National Mortgage Association, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Banks for
Cooperatives, and the U.S. Postal Service. Some of these securities are
supported by the full faith and credit of the U.S.

<PAGE>

Government; others are supported by the right of the issuer to borrow from the
Treasury, while still others are supported only by the credit of the
instrumentality. As used herein, the "U.S. Government" includes the United
States Government and its agencies and instrumentalities as aforesaid.

Securities and Index Options

Each Portfolio, may write covered call options and purchase call and put
options. Options and the related risks are summarized below.

Writing and Purchasing Options on Securities and Securities Indices

Call options on securities and securities indices written by the Portfolios
normally will have expiration dates between three and nine months from the date
written. The exercise price of a call option written by a Portfolio may be
below, equal to or above the current market value of the underlying security or
securities index at the time the option is written.

During the option period, a Portfolio may be assigned an exercise notice by
the broker-dealer through which the call option was sold, requiring the
Portfolio 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 Portfolio effects a closing purchase transaction. A closing purchase
transaction cannot be effected with respect to an option once the Portfolio has
received an exercise notice.

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

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

Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option written by a Portfolio, to prevent an
underlying security from being called, or to enable a Portfolio to write another
call option with either a different exercise price or expiration date or both. A
Portfolio 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 Portfolio expires unexercised, a Portfolio will realize
a gain in the amount of the premium on the option less the commission paid.

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

Limitations on Options on Securities and Securities Indices

A Portfolio may write call options only if they are covered and remain
covered for as long as the Portfolio is obligated as a writer. Thus, if a
Portfolio writes a call option on an individual security, the Portfolio must own
the underlying security or other securities that are acceptable for a segregated
account at all times during the option period. Call options on securities
indices written by a Portfolio 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 a segregated account in accordance with
clearing corporation and exchange rules. In the case of an index call option
written by a Portfolio, the Portfolio will be required to deposit qualified
securities. A "qualified security" is a security against which the Portfolio has
not written a call option and which has not been hedged by the Portfolio by the
sale of a financial futures contract. If at the close of business on any day the
market value of the qualified securities falls below 100% of the current index
value times the multiplier times the number of contracts, the Portfolio will
deposit any asset, including equity securities and non-investment grade debt so
long as the asset is liquid, unencumbered and marked to market daily equal in
value to the difference. In addition, when a Portfolio writes a call on an index
which is "in-the-money" at the time the call is written, the Portfolio will
segregate with the Trust's custodian bank any asset, including equity securities
and non-investment grade debt so long as the asset is liquid, unencumbered and
marked to market daily equal in value to the amount by which the call is
"in-the-money" times the multiplier times the number of contracts. Any amount
otherwise segregated may be applied to the Portfolio's other obligations to
segregate assets 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.

Each Portfolio may invest up to 2% of its total assets in exchange-traded
call and put options on securities and securities indices. A Portfolio may sell
a call option or a put option which it has previously purchased prior to the
purchase (in the case of a call)

<PAGE>

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 Portfolio's qualifying as a regulated investment
company under the Internal Revenue Code, other restrictions on the Portfolio's
ability to enter into option transactions may apply from time to time. See
"Taxes".

Risks Relating to Options on Securities

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

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

An option position may be closed out on an exchange only if the exchange
provides a secondary market for an option of the same series. Although the
Portfolios 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 any Portfolio, if it so desires, can close out its
position by effecting a closing transaction. If the writer of a covered call
option is unable to effect a closing purchase transaction, it cannot sell the
underlying security until the option expires or the option is exercised.
Accordingly, a covered call writer may not be able to sell the underlying
security at a time when it might otherwise be advantageous to do so.

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

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

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
Portfolio will realize a gain or loss on the purchase or sale of an option on an
index depends upon movements in the level of prices in the market generally or
in an industry or market segment (depending on the index option in question)
rather than upon movements in the price of an individual security. Accordingly,
successful use by a Portfolio 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 Portfolio would not be
able to close out options which it had written or purchased and, if restrictions
on exercise were imposed, might be unable to exercise an option it purchased,
which would result in substantial losses to the Portfolio. 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.

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

<PAGE>

Unless a Portfolio has other liquid assets which are sufficient to satisfy
the exercise of a call on an index, the Portfolio will be required to liquidate
securities in order to satisfy the exercise. Because an exercise must be settled
within hours after receiving the notice of exercise, if the Portfolio fails to
anticipate an exercise, it may have to borrow from a bank (in an amount not
exceeding 10% of the Portfolio's total assets) pending settlement of the sale of
securities in its portfolio and pay interest on such borrowing.

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

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

Financial Futures Contracts and Related Options

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

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

In contrast to the situation in which a Portfolio purchases or sells a
security, no security is delivered or received by the Portfolio upon the
purchase or sale of a financial futures contract (although an obligation to
deliver or receive the underlying security in the future is created by such a
contract). Initially, when it enters into a financial futures contract, a
Portfolio will be required to deposit in a segregated account with the Trust's
custodian bank an amount of cash or U.S. Treasury bills. This amount is known as
an initial margin and is in the nature of a performance bond or good faith
deposit on the contract. The current initial margin deposit required per
contract is approximately 5% of the contract amount. Brokers may establish
deposit requirements higher than this minimum. However, subsequent payments,
called variation margin, will be made to and from the account on a daily basis
as the price of the futures contract fluctuates. This process is known as
marking to market.

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

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

<PAGE>

pay the difference and would realize a loss. Similarly, a futures contract
purchase is closed out by effecting a futures contract sale for the same
securities and the same delivery date. If the offsetting sale price exceeds the
purchase price, the purchaser would realize a gain, whereas if the purchase
price exceeds the offsetting sale price, the purchaser would realize a loss.

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

Limitations on Futures Contracts and Related Options

The Portfolios 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 Portfolio may not purchase or sell
financial futures contracts or related options if, immediately thereafter, the
sum of the amount of initial margin deposits on the Portfolio's existing futures
and related options positions and the premiums paid for related options would
exceed 5% of the market value of the Portfolio's total assets after taking into
account unrealized profits and losses on any such contracts. At the time of
purchase of a futures contract or a call option on a futures contract, any
asset, including equity securities and non-investment grade debt so long as the
asset is liquid, unencumbered and marked to market daily equal to the market
value of the futures contract minus the Portfolio's initial margin deposit with
respect thereto will be deposited in a segregated 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 Portfolio may enter into financial futures contracts
and related options also may be limited by the requirements of the Internal
Revenue Code of 1986 for qualification as a regulated investment company. See
"Taxes."

Risks Relating to Futures Contracts and Related Options

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

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

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

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

The market prices of futures contracts may be affected if participants in
the futures market elect to close out their contracts through offsetting
transactions rather than to meet margin deposit requirements. In such cases,
distortions in the normal relationship between the cash and futures markets
could result. Price distortions could also result if investors in futures
contracts opt to make or take delivery of the underlying securities or
currencies rather than to engage in closing transactions because such action
would reduce the liquidity of the futures market. In addition, because, from the
point of view of speculators, the deposit requirements

<PAGE>

in the futures markets are less onerous than margin requirements in the
underlying securities market, increased participation by speculators in the
futures market could cause temporary price distortions. Because of the
possibility of price distortions in the futures market and of the imperfect
correlation between movements in the prices of securities or foreign currencies
and movements in the prices of futures contracts, a correct forecast of market
trends may still not result in a successful hedging transaction.

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

Foreign Securities

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

Mortgage-Backed Securities

Securities issued by Government National Mortgage Association ("GNMA") are,
and securities issued by Federal National Mortgage Association ("FNMA") include,
mortgage-backed securities representing part ownership of a pool of mortgage
loans.

In the case of GNMA, the mortgages are insured by the Federal Housing
Administration or Farmers' Home Administration or guaranteed by the Veteran's
Administration. In the case of FNMA, the mortgages are not insured by an agency
of the U.S. Government.

The prices of mortgage-backed securities are inversely affected by changes
in interest rates and, therefore, are subject to the risk of market price
fluctuations. Mortgage-backed securities issued by GNMA and FNMA currently offer
yields which are higher than those available on other securities of the U.S.
Government and its agencies and instrumentalities, but may be less effective
than these other securities as a means of "locking in" attractive long-term
interest rates. This is a result of the need to reinvest prepayment of principal
and the possibility of significant unscheduled prepayments resulting from
declines in mortgage interest rates. As a result, these securities have less
potential for capital appreciation during periods of declining interest rates
than other investments of comparable risk of decline in value during periods of
rising rates.

Lending Portfolio Securities

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

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

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

<PAGE>

INVESTMENT RESTRICTIONS

The following information supplements the information included in the
Prospectus with respect to the investment restrictions to which the Portfolios
of the Trust are subject. The investment restrictions described below are
fundamental policies and may not be changed as to any Portfolio without the
approval of the lesser of (i) a majority of the Portfolio's outstanding shares
or (ii) 67% of the Portfolio's shares represented at a meeting of Trust
shareholders at which the holders of 50% or more of the Portfolio's outstanding
shares are present. No Portfolio of the Trust may:

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

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

(3) Write, purchase or sell puts, calls or combinations thereof, except that
the Portfolio may (a) write exchange-traded covered call options on
portfolio securities and enter into closing purchase transactions with
respect to such options, and a Portfolio may write exchange-traded
covered call options on foreign currencies and secured put options on
securities and foreign currencies and write covered call and secured put
options on securities and foreign currencies traded over the counter, and
enter into closing purchase transactions with respect to such options,
(b) purchase exchange-traded call options and put options, provided that
the premiums on all outstanding call and put options do not exceed 2% of
its total assets, and enter into closing sale transactions with respect
to such options, and (c) engage in financial futures contracts and
related options transactions, provided that the sum of the initial margin
deposits on the Portfolio's existing futures and related options
positions and the premiums paid for related options would not exceed 2%
of its total assets.

(4) Borrow in excess of 10% of the market or other fair value of its total
assets, or pledge its assets to an extent greater than 15% of the market
or other fair value of its total assets. Any such borrowings shall be
from banks and shall be undertaken only as a temporary measure for
administrative purposes. Deposits in escrow in connection with the
writing of covered call options, secured put options, or the purchase or
sale of financial futures contracts and related options are not deemed to
be a pledge or other encumbrance.

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

(6) Concentrate its assets in the securities of issuers which conduct their
principal business activities in the same industry. To comply with this
restriction, no security may be purchased for a Portfolio if such
purchase would cause the value of the aggregate investment of such
Portfolio in any one industry to exceed 25% of that Portfolio's total
assets (taken at market value). This restriction does not apply to
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

(7) Make any investment in real estate (including real estate limited
partnerships), commodities or commodities contracts, except that the
Portfolio may (a) purchase or sell readily marketable securities which
are secured by interests in real estate, including real estate investment
and mortgage investment trusts, provided that such investments do not
exceed 10% of the portfolio's total assets and (b) engage in financial
futures contracts and related options transactions, provided that the sum
of the initial margin deposits on the Portfolio's futures and related
options positions and the premiums paid for related options would not
exceed 5% of the Portfolio's total assets.

(8) Make loans, except that the Portfolio may (a) purchase bonds, notes,
debentures or similar obligations which are customarily purchased by
institutional investors, whether publicly distributed or not, (b) invest
in repurchase agreements, provided that an aggregate of no more than 10%
of the Portfolio's net assets (taken at market value) may be invested in
repurchase agreements having maturities of more than seven days and all
other illiquid securities, and (c) loan its portfolio securities in
amounts up to one third of the market or other fair value of its total
assets, subject to restrictions described more fully above.

(9) Purchase securities of other investment companies, except that the
Portfolio may make such a purchase (a) in the open market involving no
commission or profit to a sponsor or dealer (other than the customary
broker's commission), provided that immediately thereafter (i) not more
than 5% of the Portfolio's total assets would be invested in such
securities and (ii) not more than 3% of the voting stock of another
investment company would be owned by the Portfolio, or (b) as part of a
merger, consolidation, or acquisition of assets.

(10) Invest more than 5% of its total assets in the securities of any one
issuer (except the U.S. Government) or purchase more than 10% of the
outstanding voting securities or more than 10% of the securities of any
class of any one issuer. With respect to 75% of its assets, a Portfolio
which may invest in foreign securities will limit its investments in the
securities of any one foreign government, its agencies and
instrumentalities, to 5% of the Portfolio's total assets.

<PAGE>

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

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

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

(14) Purchase restricted securities (including repurchase agreements having
maturities of more than seven days) or securities for which market value
quotations are not readily available if as a result of such purchase more
than 10% of the Portfolio's total assets would be invested in the
aggregate in such securities.

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

(16) Issue senior securities as defined in the Investment Company Act of 1940,
except that a Portfolio may enter into repurchase agreements or borrow as
permitted under restriction #4 above.

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

PERFORMANCE

Performance information for each Portfolio may appear in advertisements,
sales literature, or reports to shareholders or prospective shareholders.
Performance information in advertisements and sales literature may be expressed
as the "yield" of the Diversified Income Portfolio and "total return" of any of
the other Portfolios.

Quotations of the yield for the Portfolios will be based on all investment
income per share earned during a particular 30-day period (including dividends
and interest), less expenses accrued during the period ("net investment
income"), and are computed by dividing net investment income by the value of a
share on the last day of the period, according to the following formula:

6
YIELD = 2[( a-b + 1) -1]
---
cd

where a = dividends and interest earned during the period by the Portfolio.

b = expenses accrued for the period (net of any reimbursements),

c = the average daily number of shares outstanding during the period
that were entitled to receive dividends, and

d = the net asset value per share on the last day of the period.

For the thirty day period ended November 30, 1996, the yield for the
Diversified Income Portfolio was 7.61%.

As summarized in the Prospectus under the heading "Performance
Information", total return is a measure of the change in value of an investment
in a Portfolio over the period covered. The formula for total return used herein
includes four steps: (1) adding to the total number of shares purchased by a
hypothetical $1,000 investment in the Portfolio; (2) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares owned at the end of the period by net
asset value on the last trading day of the period; (3) assuming reinvestment of
all dividends at net asset value and (4) dividing this account value for the
hypothetical investor by the initial $1,000 investment. Total return will be
calculated for one year, five years and ten years or the time period during
which the registration statement including the Portfolio was in effect if a
Portfolio has not been in existence for at least ten years. The average total
return for the Equity and Diversified Income Portfolios for the year ended
November 30, 1996 was 19.68% and 15.32%, respectively. The average annual total
return since inception, April 1, 1993, for the period ended November 30, 1996
for the Equity and Diversified Income Portfolios was 15.52% and 8.36%,
respectively.

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

<PAGE>

PERFORMANCE COMPARISONS

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

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

PORTFOLIO TURNOVER

The Portfolios pay brokerage commissions for purchases and sales of
portfolio securities. A high rate of portfolio turnover involves a
correspondingly greater amount of brokerage commissions and other costs which
must be borne directly by a Portfolio and thus indirectly by its shareholders.
It may also result in the realization of larger amounts of short-term capital
gains, which are taxable to shareholders as ordinary income.

The rate of portfolio turnover is not a limiting factor when the Adviser
deems changes appropriate. Although the portfolio turnover rate of a Portfolio
cannot be accurately predicted, it is anticipated that the annual turnover rate
of the Diversified Income Portfolio and Equity Portfolio will not exceed 300%
and 320%, respectively, Portfolio turnover rate is calculated by dividing the
lesser of purchases and sales of portfolio securities during the fiscal year by
the monthly average of the value of the Portfolio's securities (excluding
short-term securities). The turnover rate may vary greatly from year to year and
may be affected by cash requirements for redemptions of shares of a Portfolio
and by compliance with provisions of the Internal Revenue Code relieving
investment companies which distribute substantially all of their net income from
Federal income tax on the amounts distributed.

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 Trustee and executive officer is 56 Prospect Street, Hartford,
Connecticut, 06115-0480. On February 20, 1996, the shareholders elected to fix
the number of trustees at fourteen and to elect Francis E. Jeffries, Everett L.
Morris and Calvin J. Pedersen to fill the vacancies caused by the increase. The
trustees and executive officers are listed below.

<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
- ----------------------- ----------------- ----------------------------------------------------------------------
<S> <C> <C>
C. Duane Blinn (69) Trustee Partner in the law firm of Day, Berry & Howard. Director/Trustee,
Day, Berry & Howard Phoenix Funds (1980-present). Trustee, Phoenix-Aberdeen Series Fund
City Place and Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Hartford, CT 06103 Director/Trustee, the National Affiliated Investment Companies
(until 1993).
</TABLE>

<PAGE>

E. Virgil Conway (67) Trustee Chairman (1992-present), Metropolitan Transportation Authority.
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 Fund for Fannie Mae
Mortgage Securities (Advisory Director) (1990-present), Centennial
Insurance Company (1974-present), Josiah Macy, Jr., Foundation
(1975-present), and The Harlem Youth Development Foundation
(1987-present). Chairman, Audit Committee of the City of New York
(1981-1996). Director/Trustee, the National Affiliated Investment
Companies (until 1993). 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). Director, Accuhealth
(1994-present), Trism, Inc. (1994-present), and Realty Foundation of
New York (1972-present). Chairman, New York Housing Partnership
Development Corp. (1981-present), and Blackrock Fannie Mae
Mortgage Securities Fund (Advisory Director) (1989-1996) and
Advisory Director, Fund Directions (1993-present). Chairman,
Financial Accounting Standards Advisory Council (1992-1995).

Harry Dalzell-Payne (67) Trustee Director/Trustee, Phoenix Funds (1983-present). Trustee, Phoenix-
330 East 39th Street Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual
Apartment 29G Funds (1996-present). Director, Duff & Phelps Utilities Tax-Free Income
New York, NY 10016 Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc.
(1995-present). Director, Farragut Mortgage Co., Inc. (1991-1994).
Director/Trustee, the National Affiliated Investment Companies (1983-
1993). Formerly a Major General of the British Army.

*Francis E. Jeffries (66) Trustee Director and Chairman of the Board, Phoenix Duff & Phelps
6585 Nicholas Blvd. Corporation (1995-present). Director/Trustee, Phoenix Funds (1995-
Apt. 1601 present). Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Naples, FL 33963 Phelps Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Income Fund (1987-present), Duff & Phelps Utilities
Electric Company (1984-present). Director (1989-1995), Chairman of
the Board (1993-1995), President (1989-1993), and Chief Executive
Officer (1989-1995), Duff & Phelps Corporation.
</TABLE>

<PAGE>

*Philip R. McLoughlin (50) Trustee and Director, Vice Chairman and Chief Executive Officer, Phoenix Duff &
President Phelps Corporation (1995-present). Director (1994-present) and
Executive Vice President, Investments, Phoenix Home Life Mutual
Insurance Company (1988-present). Director/Trustee and President,
Phoenix Funds (1989-present). Trustee, 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, Phoenix Realty Group, Inc. (1994-present), Phoenix Realty
Advisors, Inc. (1987-present), Phoenix Realty Investors, Inc. (1994-
present), Phoenix Realty Securities, Inc. (1994-present), PXRE
Corporation (Delaware) (1985-present), and World Trust Fund (1991-
present). Director and Executive Vice President, Phoenix Life and
Annuity Company (1996-present), Director and Executive Vice
President, PHL Variable Insurance Company (1995-present), and
Director, Phoenix Charter Oak Trust Company (1996-present). Director/
Trustee, the National Affiliated Investment Companies (until 1993).
Director (1994-present), Chairman (1996-present) and Chief Executive
Officer (1995-1996), National Securities & Research Corporation, and
Director and President, Phoenix Securities Group, Inc. (1993-1995).
Director (1992-present) and President (1992-1994) W.S. Griffith & Co.,
Inc. and Director (1992-1995) and President (1992-1994), Townsend
Financial Advisers, Inc. Director and Vice President, PM Holdings,
Inc. (1985-present).

Everett L. Morris (68) Trustee Vice President, W.H. Reaves and Company (1993-present). Director/
164 Laird Road Trustee, Phoenix Funds (1995-present). Trustee, Duff & Phelps Mutual
Colts Neck, NJ 07722 Funds (1994-present). Trustee, Phoenix-Aberdeen Series Fund and
Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc. (1991-present),
Incorporated (1989-1993). Senior Executive Vice President and Chief
Financial Officer, Public Service Electric and Gas Company (1986-
1992). Director, First Fidelity Bank, N.A., N.J. (1984-1991).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
- ----------------------------- ---------------- ---------------------------------------------------------------------------
<S> <C> <C>
*James M. Oates (50) Trustee Managing Director, The Wydown Group (1994-present). Chairman,
60 State Street IBEX Capital Markets LLC (1997-present). Director Phoenix Duff &
Suite 950 Phelps Corporation (1995-present). Director/Trustee, Phoenix Funds
Boston, MA 02109 Chairman, IBEX Capital Markets LLC (1987-present). Trustee,
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Govett Worldwide
Opportunity Funds, Inc. (1991-present), Blue Cross & Blue Shield of
New Hampshire (1994-present), Stifel Financial (1996-present),
Investors Bank and Trust Corporation (1995-present), Investors
Financial Services Corporation (1995-present) and Plymouth Rubber
Co. (1995-present). Member, Chief Executives Organization (1996-
present). Director/Trustee, the National Affiliated Investment
Companies (until 1993). Director (1984-1994), President (1984-1994)
and Chief Executive Officer (1986-1994).

*Calvin J. Pedersen (55) Trustee Director and President, Phoenix Duff & Phelps Corporation (1995-
55 East Monroe Street present). Director/Trustee, Phoenix Funds (1984-present). Trustee,
Suite 3600 Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Chicago, IL 60603 Institutional Mutual Funds (1996-present). President and Chief
Executive Officer Duff & Phelps Utilities Tax-Free Income Inc. (1995-
present), Duff & Phelps Utilities Income Fund. (since inception), and
Duff & Phelps Utility and Corporate Bond Trust Inc. (1995-present).
Director (1986-1995), President (1993-1995) and Executive Vice
President (1992-1993), Duff & Phelps Corporation.

Philip R. Reynolds (69) Trustee Director/Trustee, Phoenix Funds (1984-present). Trustee, Phoenix-
43 Montclair Drive Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual
West Hartford, CT 06107 Funds (1996-present). Director, Vestaur Securities, Inc. (1972-present).
Trustee and Treasurer, J. Walton Bissell Foundation Inc. (1988-
present). Director/Trustee, the National Affiliated Investment
Companies (until 1993).

Herbert Roth, Jr. (68) 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 (1972-
Sherborn, MA 01770 present), Landauer, Inc. (medical services) (1970-present), Tech Ops./
Sevcon, Inc. (electronic controllers) (1987-present), Key Energy Group
(oil rig service) (1988-1994), and Mark IV Industries (diversified
manufacturer) (1985-present). Director/Trustee, the National Affiliated
Investment Companies (until 1993).

Richard E. Segerson (51) Trustee Director/Trustee, Phoenix Funds, (1993-present). Trustee, Phoenix-
102 Valley Road Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual
New Canaan, CT 06840 Funds (1996-present). Managing Director, Mullin Associates (1993-
present). Vice President and General Manager, Coates & Clark, Inc.
(previously Tootal American, Inc.) (1991-1993). Director/ Trustee, the
National Affiliated Investment Companies (1984-1993).

Lowell P. Weicker, Jr. (65) Trustee Trustee/Director, the Phoenix Funds (1995-present). Trustee, Phoenix-
731 Lake Avenue Aberdeen Series Fund and Phoenix Duff & Phelps Institutional Mutual
Greenwich, CT 06830 Funds (1995-present). Director, UST Inc. (1995-present) and HPSC Inc.
(1995-present). Chairman, Dresing, Lierman, Weicker (1995-present).
Director, Duty Free International (1997-present). Former Governor of the
State of Connecticut (1991-1995). Director, UST, Inc. (1995-present).
</TABLE>
- -----------
* Indicates that the Trustee is an "interested person" of the Fund within the
meaning of the definition set forth in Section 2(a)(19) of the Investment
Company Act of 1940.

<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
- ------------------------ ---------------- -------------------------------------------------------------------------
<S> <C> <C>
Michael E. Haylon (39) Executive Director and Executive Vice President-Investments, Phoenix Duff &
Vice Phelps Corporation (1995-present). Senior Vice President, Securities
President Investments, Phoenix Home Life Mutual Insurance Company (1993-
1995). Executive Vice President, the Phoenix Funds (1995-present),
Phoenix-Aberdeen Series Fund (1996-present), and Vice President,
Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Director (1994-present), President (1995-present), and Executive Vice
President (1994-1995), Phoenix Investment Counsel, Inc. Director
(1994-present), President (1996-present) and Executive Vice President
(1994-1996), National Securities & Research Corporation. Director,
Phoenix Equity Planning Corporation (1995-present). Various other
positions with Phoenix Home Life Insurance Company (1990-1993).

David R. Pepin (54) Executive Executive Vice President, Phoenix Funds, Phoenix-Aberdeen Series
Vice Fund and Phoenix Duff & Phelps Institutional Mutual Funds (1996-
President present). Director, Phoenix Investment Counsel, Inc., National
Securities & Research Corporation and Phoenix Equity Planning
Corporation (1996-present). Executive Vice President, Mutual Fund
Sales and Operations, Phoenix Equity Planning Corporation (1996-
present). Managing Director, Phoenix-Aberdeen International Advisors,
LLC (1996-present). Executive Vice President (1996-present) and
Director (1997-present), Phoenix Duff & Phelps Corporation. Vice
President, Phoenix Home Life Mutual Insurance Company (1994-
1995). Vice Corporation (1980-1994).

William J. Newman (57) Senior Executive Vice President (1995-present) and Chief Investment
Vice Strategist (1996-present), Phoenix Investment Counsel, Inc. Senior Vice
President President (1995-1996), Executive Vice President and Chief Investment
Strategist (1996-present), National Securities & Research Corporation.
Senior Vice President, Phoenix Equity Planning Corporation (1995-
1996). Vice President, Common Stock and Chief Investment Strategist,
Phoenix Home Life Insurance Company (April, 1995-November, 1995).
Senior Vice President, Phoenix Strategic Equity Series Fund (1996-
present), The Phoenix Edge Series Fund (1996-present), Phoenix
Multi-Portfolio Fund (1995-present), Phoenix Income and Growth Fund
(1996-present), Phoenix Series Fund (1995-present), Phoenix Strategic
Allocation Fund, Inc. (1996-present), Phoenix Worldwide Opportunities
Fund (1996-present), Phoenix Duff & Phelps Institutional Funds
(1996-present), and Phoenix-Aberdeen Series Fund (1996-present).
Chief Investment Strategist, Kidder, Peabody Co., Inc. (1993-1994).
Managing Director, Equities, Bankers Trust Company (1991-1993).

David L. Albrycht (35) Vice Managing Director, Fixed Income (1996-present) and Vice President
President (1995-1996), Phoenix Investment Counsel, Inc. Managing Director,
Fixed Income (1996-present) and Investment Officer (1994-1996),
National Securities & Research Corporation. Portfolio Manager (1994-
1995) and Director, Public Fixed Income (1990-1994), Phoenix Home
Life Mutual Insurance Company. Vice President, Phoenix Multi-Sector
Short Term Bond Fund (1993-present) and Phoenix Multi-Sector Fixed
Income Fund, Inc. (1994-present).

Matthew Considine (34) Vice Director, Equity Research, (1996-present) and Equity Analyst (1994-
President 1996) Phoenix Investment Counsel, Inc. and Director, Equity Research,
National Securities & Research Corporation (1996-present). Technology
Analyst, Robertson Stephens Investment Management (1993-1994) and
Vice President/Analyst-Portfolio Manager, CIGNA Investments
(1992-1993).
</TABLE>

<PAGE>

Timothy M. Heaney (32) Vice Director, Fixed Income Research (1996-present), Investment Analyst
President (1995-1996), Phoenix Investment Counsel, Inc. Director, Fixed Income
Research (1996-present), National Securities & Research Corporation.
Investment Analyst, Phoenix Home Life Mutual Insurance Company
(1992-1994). Vice President, Phoenix California Tax Exempt Bonds,
Inc. (1996-present).

William E, Keen III (33) Vice Assistant Vice President, Phoenix Equity Planning Corporation (1996-
100 Bright Meadow Blvd. President present). Vice President, Phoenix Funds, Phoenix-Aberdeen Series
PO Box 2200 Fund, and Phoenix Duff & Phelps Institutional Mutual Funds (1996-
Enfield, CT 06083-2200 present). Assistant Vice President, US Affinity Funds, US Affinity
Investments LP, (1994-1995). Manager, Fund Administration, SEI
Corporation (1991-1994).

Peter S. Lannigan (36) Vice Director, Fixed Income Research (1996-present) and Vice President
President (1995-1996), Phoenix Investment Counsel, Inc. Director, Fixed Income
Research (1996-present), National Securities & Research Corporation,
Inc. Director, Public Fixed Income, Phoenix Home Life Mutual
Insurance Company (1993-1995). Various positions with Standard &
Poor's Corporation (1989-1993).

David Lui (37) Vice Portfolio Manager, Equities, Phoenix Investment Counsel, Inc. (1996-
President present) and Portfolio Manager, Equities, National Securities &
Research Corporation (1996-present). Associate Portfolio Manager,
International Portfolios, Phoenix Home Life Mutual Insurance Company
(1995-1996). Vice President, The Phoenix Edge Series Fund, (1996-
present) and Phoenix Worldwide Opportunities Fund (1996-present).
Vice President, Asian Equities, Alliance Capital Management (1993-
1995) and Associate, Global Markets, Bankers Trust (1990-1993).

Thomas S. Melvin, Jr. (53) Vice Managing Director, Equities, (1996-present), Vice President (1994-
President 1996) and Executive Vice President (1992-1994), Phoenix Investment
Counsel, Inc. and Managing Director, Equities, (1996-present), Vice
President (1994-1996) and Executive Vice President (1993-1994),
National Securities & Research Corporation. Portfolio Manager,
Common Stock, Phoenix Home Life Mutual Insurance Company (1991-
1995). Vice President, Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupation(s)
Name, Address and Age With the Fund During the Past 5 Years
- ------------------------- ---------------- ----------------------------------------------------------------------------
<S> <C> <C>
William R. Moyer (52) Vice Senior Vice President and Chief Financial Officer, Phoenix Duff & Phelps
100 Bright Meadow Blvd. President Corporation (1995-present). Vice President, Investment Products Finance,
PO Box 2200 Phoenix Home Life Mutual Insurance Company (1990-1995). Senior Vice
Enfield, CT 06083-2200 President (1990-present), Chief Financial Officer (1996-present), Finance
(until 1996) and Treasurer (1994-1996), Phoenix Equity Planning
Corporation. Senior Vice President (1990-present), Chief Financial Officer
(1996-present), Finance (until 1996) and Treasurer (1994-present),
Phoenix Investment Counsel, Inc. Senior Vice President (1994-present),
Chief Financial Officer (1996-present), Finance (until 1996), and
Treasurer (1994-present), National Securities & Research Corporation.
Vice President, Phoenix Funds (1990-present) and Phoenix-Aberdeen
Series Fund (1996-present). Vice President, the National Affiliated
Companies (until 1993). Senior Vice President, Finance, Phoenix
Securities Group, Inc. (1993-present). Senior Vice President and Chief
Financial Officer (1993-1995) and Treasurer (1994-1995) W.S. Griffith &
Co., Inc. and Townsend Financial Advisers, Inc. Senior Vice President and
Chief Financial Officer, Duff & Phelps Investment Management Co.
(1996-Present).

Scott C. Noble (50) Vice Senior Vice President, Real Estate, Phoenix Home Life Mutual
President Insurance Company (1991-present). Vice President, The Phoenix Edge
Series Fund (1995-present). Director (1991-present), Chief Executive
Officer (1991-present) and President (1991-1995), Phoenix Realty
Advisors, Inc. Director, President and Chief Executive Officer, Phoenix
Realty Investors, Inc. (1994-present). Director (1994-present) and Chief
Executive Officer (1995-present), Phoenix Realty Securities, Inc.
Director (1994-present), President (1994-present) and Chief Executive
Officer (1995-present), Phoenix Realty Group, Inc. Director and
Executive Vice President, Phoenix Real Estate Securities, Inc. (1993-
present). Director (1991-present) and President (1993-present), Phoenix
Founders, Inc.

Barbara Rubin (43) Vice Vice President, Real Estate (1995-present) and Managing Director,
President Real Estate (1992-1995) Phoenix Home Life Mutual Insurance
Company. Vice President, The Phoenix Edge Series Fund (1995-
present). Director, Phoenix Home Life Federal Credit Union (1985-
present). Chairperson, VNA Health Care, Inc. (1991-present). Vice
President, Broad Park Development Corporation (until 1992). Vice
President, Phoenix American Life Insurance Company (1994-present).
Vice President, 238 Columbus Blvd. Inc. (1991-present). Director
(1988-present), President (1988-1993) and Vice President (1993-
present), Phoenix Founders, Inc. Vice President (1993-present),
Phoenix Real Estate Securities, Inc. Executive Vice President, Phoenix
Realty Advisors, Inc. (1991-1994). Executive Vice President, Phoenix
Realty Group, Inc. (1994-present), President (1995-present), Executive
Vice President (1994-1995), Phoenix Realty Securities, Inc. and
Executive Vice President, Phoenix Realty Investors, Inc.
(1994-present).

Leonard J. Saltiel (43) Vice Managing Director, Operations and Service (1996-present), Senior Vice
100 Bright Meadow Blvd. President President, (1994-1996), Phoenix Equity Planning Corporation. Phoenix
PO Box 2200 Funds Vice President, (1994-present), Phoenix Duff & Phelps Fund
Enfield, CT 06083-2200 (1996-present), and National Securities & Research Corporation (1994-
1996). Vice President, Investment Operations, Phoenix Home Life
Mutual Insurance Company. Various positions with Phoenix Home Life
Mutual Insurance Company (1987-1994).
</TABLE>

<PAGE>

Nancy G. Curtiss (44) Treasurer Treasurer (1996-present), Vice President, Fund Accounting (1994-1996),
Phoenix Equity Planning Corporation. Treasurer, Phoenix Funds (1994-
present), Phoenix-Aberdeen Series Fund (1996-present), and Phoenix Duff
& Phelps Institutional Mutual Funds (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).

G. Jeffrey Bohne (49) Secretary Vice President, Mutual Fund Customer Service, Phoenix Equity Planning
101 Munson Street Corporation (1996-present). Vice President, Transfer Agent Operations,
Greenfield, MA 01301 Phoenix Equity Planning Corporation (1993-1996). Clerk, Phoenix
Investment Counsel, Inc. (1995-present). Secretary, the Phoenix Funds
(1993-present), and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Clerk and Secretary, Phoenix-Aberdeen Series Fund
(1996-present). Vice President and General Manager, Phoenix Home Life
Mutual Insurance Company (1993-present). Assistant Vice President,
Phoenix Home Life Mutual Insurance Company (1992-1993).
</TABLE>

For services rendered to the Fund for the fiscal year ended November 30,
1996, the Trustees received aggregate of $129,010. 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 $1,000 and $1,000 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.
Trustee fee costs are allocated equally to each of the Portfolios and the Funds
within the Phoenix Funds complex. The foregoing fees do not include
reimbursement of expenses incurred in connection with meeting attendance.
Officers and employees of the Adviser who are interested persons are
compensated for their services by the Adviser and receive no compensation from
the Fund. Any other interested persons who are not compensated by the Adviser
receive fees from the Fund.

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

<TABLE>
<CAPTION>
Total
Compensation
Pension or From Fund and
Aggregate Retirement Benefits Estimated Fund Complex
Compensation Accrued as Part Annual Benefits 11 Funds
Name From Fund of Fund Expenses Upon Retirement Paid to Trustees
- ----------------------- --------------- ---------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
C. Duane Blinn $12,465* $60,500*
Robert Chesek $10,880 $53,500
E. Virgil Conway+ $12,690 $61,750
Harry Dalzell-Payne+ $10,880 $53,750
Francis E. Jeffries $ 0 $ 0
Leroy Keith, Jr. $10,880 None $53,500
None
Philip R. McLoughlin+ $ 0 $ 0
for any for any
Everett L. Morris+ $10,215 Trustee Trustee $50,750
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Total
Compensation
Pension or From Fund and
Aggregate Retirement Benefits Estimated Fund Complex
Compensation Accrued as Part Annual Benefits 11 Funds
Name From Fund of Fund Expenses Upon Retirement Paid to Trustees
- --------------------- --------------- ---------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
James M. Oates+ $11,940 $58,000
Calvin J. Pedersen $ 0 $ 0
Philip R. Reynolds $10,880 $53,500
Herbert Roth, Jr.+ $13,355* $64,750
Richard E. Segerson $12,360 $60,250
Lowell P. Weicker $12,465 $60,500
</TABLE>

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

*At the request of Messrs. Blinn and Roth, arrangements have been established to
permit their compensation (and the earnings thereon) to be deferred until their
retirement or resignation from the Board of Trustees, or their death or
permanent disability.

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

THE INVESTMENT ADVISER

The offices of the Adviser, Phoenix Investment Counsel, Inc., are located
at 56 Prospect Street, Hartford, Connecticut 06115-0480. The Adviser was
organized in 1932 as John P. Chase, Inc. In addition to the Trust, the Adviser
also serves as investment adviser to The Phoenix Edge Series Fund (all Series
other than the Real Estate Securities Series and Aberdeen New Asia Series),
Phoenix Strategic Equity Series Fund (Strategic Theme Fund and Small Cap Fund),
Phoenix Series Fund and Phoenix Strategic Allocation Fund, Inc. and as
subadviser to Chubb America Fund, Inc., JNL Series Trust and SunAmerica Series
Trust, among others.

All of the outstanding stock of the Adviser is owned by Phoenix Equity
Planning Corporation ("Equity Planning"), a subsidiary of Phoenix Duff & Phelps
Corporation. Prior to November 1, 1995, PIC and Equity Planning were indirect,
wholly-owned subsidiaries of Phoenix Home Life Mutual Insurance Company
("Phoenix Home Life") of Hartford, Connecticut. Phoenix Home Life is in the
business of writing ordinary and group life and health insurance and annuities.
It was founded in 1851 and at December 31, 1996 had total assets of
approximately $14.1 billion and total life insurance in force of approximately
$163.9 billion. Equity Planning, a mutual fund distributor, acts as the National
Distributor of the Trust's shares and as Financial Agent of the Trust. The
principal office of Phoenix Home Life is located at One American Row, Hartford,
Connecticut, 06115. The principal office of Equity Planning is located at 100
Bright Meadow Boulevard, Enfield, Connecticut, 06083-2200.

David L. Albrycht, Matthew Considine, Jeanne H. Dorey, Michael E. Haylon,
Timothy M. Heaney, Peter S. Lannigan, David Lui, Thomas S. Melvin, Jr., William
R. Moyer, William J. Newman and James D. Wehr, officers of the Trust, are
officers of the Adviser. Mr. Philip R. McLoughlin, an officer and Trustee of the
Trust, is a director and Chairman of the Adviser. Michael E. Haylon and David R.
Pepin, officers of the Fund, are directors of PIC.

The investment advisory agreements provide that the Trust will bear all
costs and expenses (other than those specifically referred to as being borne by
the Adviser) incurred in the operation of the Trust. Such expenses include, but
shall not be limited to, all expenses incurred in the operation of the Trust and
any public offering of its shares, including, among others, interest, taxes,
brokerage fees and commissions, fees of Trustees who are not employees of the
Adviser or any of its affiliates, expenses of Trustees, and shareholders'
meetings, expenses of printing and mailing proxy soliciting material, expenses
of the insurance premiums for fidelity and other coverage, expenses of the
repurchase and redemption of shares, expenses of the issue and sale of shares
(to the extent not borne by Equity Planning under its agreement with the Trust),
association membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, and bookkeeping, auditing and legal
expenses. The Trust will also pay the fees and bear the expense of registering
and maintaining the registration of the Trust and its shares with the Securities
and Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. If authorized by the Trustees, the Trust will also pay
for extraordinary expenses and expenses of a non-recurring nature which may
include, but shall not be limited to, the reasonable cost of any reorganization
or acquisition of assets and the cost of legal proceedings to which the Trust is
a party.

Each Portfolio will pay expenses incurred in its own operation and will
also pay a portion of the Trust's general administration expenses allocated on
the basis of the asset values of the respective Portfolios.

As compensation for its services to the Trust, the Adviser is entitled to a
prescribed fee. The Adviser is entitled to a fee for the Equity Portfolio,
payable monthly, at the annual rate of 0.75% of the average of the aggregate
daily net asset values of the Equity Portfolio 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. The Adviser is also entitled to a fee for the Diversified Income
Portfolio, payable monthly, at the annual rate of 0.50% of the average of the
aggregate daily net asset values of the Diversified Income Portfolio up to $1
billion: 0.45% of such value

<PAGE>

between $1 billion and $2 billion; and 0.40% of such value in excess of $2
billion. The Adviser has also agreed to reimburse the Trust for certain expenses
as set forth in the Prospectus. There is no assurance that average net asset
value of a given Portfolio will reach a level high enough to result in a
reduction in the rate of the advisory fee.

The investment advisory agreements provide that the Adviser will reimburse
the Trust for the amount, if any, by which the total operating and management
expenses of any Portfolio (including the Adviser's compensation, but excluding
interest, taxes, brokerage fees and commissions and extraordinary expenses) for
any fiscal year exceed the level of expenses which such Portfolio is permitted
to bear under the most restrictive expense limitation (which is not waived)
imposed on mutual funds by any state in which shares of such Portfolio are then
qualified for sale. Currently the most restrictive state expense limitation
provisions limit such expenses of any Portfolio of the Trust to 2.5% of the
first $30 million of average net assets, 2% of the next $70 million of such net
assets and 1.5% of such net assets in excess of $100 million. Such
reimbursement, if any, will be made by the Adviser to the Trust within five days
after the end of each month. In the event legislation were to be adopted in each
state so as to eliminate this restriction, the Trust would take such action
necessary to eliminate this expense limitation.

For the fiscal year ended November 30, 1994, it was necessary that the
Adviser bear ordinary operating expenses of the Trust in the amount of $150,321;
accordingly, the fee of $51,086 to which the Adviser would otherwise have been
entitled was reduced to a loss of $99,235.

For the fiscal year ended November 30, 1995, it was necessary that the
Adviser bear ordinary operating expenses of the Trust in the amount of $175,341;
accordingly, the fee of $44,964 to which the Adviser would otherwise have been
entitled was reduced to a loss of $130,377.

For the fiscal year ended November 30, 1996, it was necessary that the
Adviser bear ordinary operating expenses of the Trust in the amount of $189,883;
accordingly, the fee of $48,133 to which the Adviser would otherwise have been
entitled was reduced to a loss of $141,750.

The investment advisory agreements also provide that the Adviser shall not
be liable to the Trust or to any shareholder of the Trust for any error of
judgment or mistake of law or for any loss suffered by the Trust or by any
shareholder of the Trust in connection with the matters to which the agreement
relates, except a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard on the part of the Adviser in the performance
of its duties thereunder.

Provided it has been approved by a vote of the majority of the outstanding
shares of a Portfolio of the Trust which is subject to its terms and conditions,
the investment advisory agreement continues from year to year with respect to
such Portfolio so long as (1) such continuance is approved at least annually by
the Trustees or by a vote of the majority of the outstanding shares of such
Portfolio and (2) the terms and any renewal of the agreement with respect to
such Portfolio have been approved by the vote of a majority of the Trustees who
are not parties to the agreement or interested persons, as that term is defined
in the Investment Company Act of 1940, of the Trust or the Adviser, cast in
person at a meeting called for the purpose of voting on such approval. On sixty
days' written notice and without penalty the agreement may be terminated as to
the Trust or as to a Portfolio by the Trustees or by the Adviser and may be
terminated as to a Portfolio by a vote of the majority of the outstanding shares
of such Portfolio. The Agreement automatically terminates upon its assignment
(within the meaning of the Investment Company Act). The agreement provides that
upon its termination, or at the request of the Adviser, the Trust will eliminate
all reference to Phoenix from its name, and will not thereafter transact
business in a name using the word Phoenix.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In effecting portfolio transactions for the Trust, the Adviser adheres to
the Trust's policy of seeking best execution and price, determined as described
below, except to the extent it is permitted to pay higher brokerage commissions
for "brokerage and research services" as defined herein. As provided in Section
28(e) of the Securities Exchange Act of 1934, "brokerage and research services"
include advising as to the value of securities, the advisability of investing
in, purchasing or selling securities, the availability of securities or
purchasers or sellers of securities; furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts, and effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement).
Brokerage and research services provided by brokers to the Trust or the Adviser
are considered to be in addition to and not in lieu of services required to be
performed by the Adviser under its contract with the Trust and may benefit both
the Trust and other accounts of the Adviser. Conversely, brokerage and research
services provided by brokers to other accounts of the Adviser may benefit the
Trust.

If the securities in which a particular Portfolio of the Trust invests are
traded primarily in the over-the-counter market, where possible the Portfolio
will deal directly with the dealers who make a market in the securities involved
unless better prices and executions are available elsewhere. Such securities may
be purchased directly from the issuer. Bonds and money market instruments are
generally traded on a net basis and do not normally involve either brokerage
commissions or transfer taxes.

As described in the Prospectus, some portfolio transactions are, subject to
the Conduct Rules of the National Association of Securities Dealers, Inc. and
subject to obtaining best prices and executions, effected through dealers
(excluding Equity Planning) who sell shares of the Trust.

<PAGE>

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

For the fiscal years ended November 30, 1994, 1995 and 1996, brokerage
commissions paid by the Trust on Portfolio transactions totaled $27,350, $22,435
and $9,383, respectively. Brokerage commissions of $6,204 paid during the fiscal
year ended November 30, 1996 were paid on Portfolio transactions aggregating
$5,340,013 executed by brokers who provided research and other statistical and
factual information.

NET ASSET VALUE

The net asset value per share of each Portfolio is determined as of the
close of regular 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, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Since the Trust does not price securities on weekends or United
States national holidays, the net asset value of a Portfolio's foreign assets
may be significantly affected on days when the investor has no access to the
Trust. The net asset value per share of a Portfolio is determined by adding the
values of all securities and other assets of the Portfolio, subtracting
liabilities, and dividing by the total number of outstanding shares of the
Portfolio. 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 Portfolio, 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 Portfolio which
invests in foreign securities contemporaneously with the determination of the
prices of the majority of the portfolio securities of such Portfolio. 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 Portfolio 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.

PURCHASE OF SHARES

The Prospectus includes information as to the offering price of shares of
the Portfolios and the minimum initial and subsequent investments which may be
made in a Portfolio. Sales of shares are made through registered representatives
of the National Distributor, Equity Planning, or through securities dealers with
whom Equity Planning has sales agreements. Sales of shares are also made to
customers of bank-affiliated securities brokers with whom Equity Planning has
sales agreements. Customers purchase shares at the applicable offering price.

In connection with initial purchases of $100,000 or more, Equity Planning
may pay broker-dealers, from its own profits and resources, an amount equal to
.25% of 1% of the net asset value of any shares sold. A pro rata portion of any
amounts paid with respect to the investment will be refunded by the
broker-dealers to Equity Planning if part or all or such an investment is
subsequently redeemed within one year.

<PAGE>

Immediate Investment

In order to obtain immediate investment of funds, initial and subsequent
purchases of shares of a Portfolio may also be made by wiring Federal Funds
directly pursuant to the following instructions. (Federal Funds are monies held
in a bank account with a Federal Reserve Bank.)

(1) For initial investments, telephone the Trust at (800) 367-5877. Certain
information will be requested from you regarding the account, and an
account number will be assigned.

(2) Once an account number has been assigned, direct your bank to wire the
Federal Funds to Equity Planning, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, attention of the appropriate
Portfolio of the Phoenix Multi-Portfolio Fund. Your bank must include the
account number and the name(s) in which your account is registered in its
wire and also request a telephone advice. Your bank may charge a fee to you
for transmitting funds by wire.

An order for shares of a Portfolio purchased with Federal Funds will be
accepted on the business day Federal Funds are wired provided the Federal Funds
are received by 4:00 p.m. on that day; otherwise, the order will not be accepted
until the next business day. Shareholders should bear in mind that wire
transfers may take two or more hours to complete.

Promptly after an initial purchase of shares made by wiring Federal Funds
directly, the shareholder should complete and mail to Equity Planning an Account
Application.

SHAREHOLDER SERVICES

Additional information concerning the Trust or any services offered by the
Trust may be obtained by calling Equity Planning at 1-800-243-1574.

Open Account

As a convenience to the shareholder, all shares of a Portfolio of the Trust
registered in the shareholder's name are automatically credited to an Open
Account maintained in book entry form for the shareholder on the books of the
Trust by its subtransfer agent, State Street Bank and Trust Company. An Open
Account offers the shareholder ready access to the following options and
services:

Tax Reports. Shortly after the end of each calendar year the shareholder
will receive information as to the Federal tax status of dividends and any
capital gain distribution paid by the Portfolio during the year.

Safekeeping of Shares. All shares of a Portfolio acquired by the
shareholder will be credited to the shareholder's Open Account in book entry
form. In no event will certificates representing fractional shares be issued.
Certificates previously acquired may be surrendered to the transfer agent; the
surrendered certificates will be canceled and the shares represented thereby
will continue to be credited to the Open Account of the shareholder.

Investing by Mail. An Open Account provides a simple and convenient way of
setting up a flexible investment program for the accumulation of shares of a
Portfolio of the Trust. At any time the shareholder may send to Phoenix
Multi-Portfolio Fund (Endowment), or (Diversified), c/o State Street Bank and
Trust Company, P.O. Box 8301, Boston, MA 02266-8301, a check, payable to the
order of Phoenix Multi-Portfolio Fund, for $1,000 or more to be used to purchase
additional shares for his or her Open Account at the net asset value per share
next computed after the check is received. Information as to the shareholder's
account registration and account number should accompany each such investment.

Distribution Option. Each Portfolio currently declares all income dividends
and all capital gain distributions payable in shares of the Portfolio or, at the
option of the shareholder, in cash. By exercising a distribution option the
shareholder may elect (1) to receive both dividends and capital gain
distributions in additional shares or (2) to receive dividends in cash and
capital gain distributions in additional shares or (3) to receive both dividends
and capital gains distributions in cash. If a shareholder elects to receive
distributions in cash and the check cannot be delivered or remains uncashed due
to an invalid address, then the distribution option will be changed to reinvest
after the Transfer Agent has been informed that the proceeds are undeliverable.
The dividend or distribution will automatically be used to purchase additional
shares for the shareholder's account at the then current net asset value.
Shareholders may direct that any dividends and distributions paid with respect
to shares in that account be automatically reinvested in shares in a single
account of another Portfolio, or in the single account of any other Phoenix
Fund. Shareholders should obtain a current prospectus and consider the
objectives and policies of each Portfolio or Fund carefully before directing
dividends and distributions to another Portfolio or Fund. A shareholder who
elects to receive all distributions in cash may also elect to have distribution
checks mailed to another address or made payable to a payee other than the
shareholder. However, if the check cannot be delivered due to invalid address
information, the distribution option will be changed to share investment.
Dividends and distributions received in shares are credited to the shareholder's
Open Account in full and fractional shares computed at the closing net asset
value on the business day following the record date. The shareholder may change
a distribution option at any time either by calling 800-243-1574 or by sending a
letter signed by the registered owner(s) of the shares in the shareholder's Open
Account to Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301,
Boston, MA 02266-8301. To be effective with respect to a particular dividend or
distribution, the new distribution option must be received by the

<PAGE>

transfer agent three days prior to the record date of such dividend or
distribution. If all shares in the shareholder's account are repurchased or
redeemed or transferred between the record date and the payment date for a
dividend or distribution, the shareholder will receive cash for the dividend or
distribution regardless of the shareholder's distribution option.

Systematic Withdrawal Plan. A shareholder who wishes to draw upon his or
her shareholdings may open a withdrawal plan by executing an Application
(available from Equity Planning or the transfer agent) authorizing the payment
of a specified dollar amount (not less than $1,000) to the shareholder or to
another person designated by the shareholder on a monthly, quarterly, semi-
annual or annual basis. Each payment is made on or about the 20th day of the
month out of the proceeds of the redemption of shares credited to the
shareholder's Open Account. Shares are tendered for redemption by the transfer
agent, as agent for the shareholder, on or about the 15th day of the month and
are redeemed by the Trust at the closing net asset value on the date of
redemption. Thus, depending upon the size of the payments requested and the
fluctuations in the net asset value of the shares redeemed, redemptions for the
purpose of making such payments may reduce the shareholder's shareholdings,
particularly in a period of declining market prices.

A withdrawal plan with respect to holdings of shares of a Portfolio
provides for automatic receipt of dividends and capital gain distributions in
additional shares of the Portfolio. A shareholder may have a withdrawal plan in
effect at the same time he has authorized bank draft investing or is otherwise
making regular purchases of shares of a Portfolio. A withdrawal plan becomes
effective only upon acceptance by the transfer agent and may be terminated at
any time by the Trust or Equity Planning or by written notice by the shareholder
to the transfer agent.

No charge to the shareholder is currently made for service under withdrawal
plans but the right is reserved to make a reasonable charge upon written notice
to the shareholder. Until such time as such a charge is made to withdrawal plan
participants, however, the cost of providing this service to shareholders of the
Trust is an expense of the Trust.

The cost of administering Open Accounts is borne by the Trust. The options
and services available to shareholders under the Open Account may be changed or
discontinued at any time by the Trust. An Open Account cannot, of course, assure
a profit or protect against loss.

The transfer agent acts as agent of the shareholder and the dealer
designated by the shareholder in executing purchase transactions for the
shareholder's Open Account.

The shareholder or his or her registered representative may, by telephone
or written notice, cancel or change the dollar amount being withdrawn pursuant
to the Systematic Withdrawal Plan unless the Shareholder has notified the Trust
or transfer agent that his or her registered representative shall not have this
authority.

INVEST-BY-PHONE

This expedited investment service enables a shareholder to purchase shares
for the shareholder's account by requesting that funds be transferred from a
designated bank account. Once a request is phoned in, Equity Planning will
initiate the purchase 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, the shareholder should complete an
Invest-by-Phone Application and attach a voided check if applicable. Upon Equity
Planning's acceptance of the authorization form (usually in about two weeks),
the shareholder may call toll free 800-367-5877 prior to 3:00 P.M. (New York
time) to place a purchase request. Instructions as to the shareholder's account
number and the 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 Trust may
delay the mailing of a check for the proceeds of the redemption of shares of a
Portfolio purchased via the Invest-by-Phone Service until the Trust has assured
itself that good payment has been collected for the shares, which may take up to
fifteen days.

Phoenix Multi-Portfolio 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.

EXCHANGE PRIVILEGES

The Trust offers combination purchase privileges, letters of intent,
accumulation plans, withdrawal plans, and reinvestment and exchange privileges.
Shares of a no-load Portfolio offered by the Trust may be exchanged for shares
of any other no-load Portfolio of the Trust on the basis of the relative net
asset values per share at the time of the exchange. Shares of any other
Portfolio for which a sales charge has already been paid may be exchanged for
shares of a no-load Portfolio of the Trust on the basis of the relative net
asset value per share at the time of the exchange. Exchanging shares between a
no-load Portfolio of the Trust and

<PAGE>

a Portfolio for which a sales charge would normally apply will require payment
of the applicable sales charge. Shares of any Series offered by any Phoenix
Fund, which have previously paid a sales charge or which qualify for net asset
value purchases, may be exchanged on the basis of the relative net asset value
per share at the time of the exchange. Exchanges are subject to the minimum
initial investment requirement of the designated Portfolio, Series, or Fund
being acquired, except if made in connection with the Systematic Exchange
Privilege. Shareholders should obtain a current prospectus of the mutual fund
whose shares they intend to purchase and read it carefully before requesting an
exchange. Prospectuses are available from Equity Planning.

Unless a shareholder elects in writing not to participate in the Telephone
Exchange Privilege, shares for which certificates have not been issued may be
exchanged by calling 800-367-5877 provided that the exchange is made between
accounts with identical account registrations. Under the Telephone Exchange
Privilege, telephone exchange orders may also be entered on behalf of the
shareholder by his or her registered representative. The Trust and the Transfer
Agent will employ reasonable procedures to confirm that telephone instructions
are genuine. In addition to requiring identical registrations on both accounts,
the Transfer Agent will require address verification and will record telephone
instructions on tape. All exchanges will be confirmed in writing to the
shareholder. To the extent that procedures reasonably designed to prevent
unauthorized telephone exchanges are not followed, Equity Planning and/or the
Trust may be liable for following telephone instructions for exchange
transactions that prove to be fraudulent. Broker/dealers other than Equity
Planning have agreed to bear the risk of any loss resulting from any
unauthorized telephone exchange instruction from the firm or its registered
representatives. However, the shareholder would bear the risk of loss resulting
from instructions entered by an unauthorized third party that the Trust and/or
the Transfer Agent reasonably believe to be genuine. The Telephone Exchange
Privilege may be modified or terminated at any time on 60 days' notice to
shareholders. In addition, during times of drastic economic or market changes,
the Telephone Exchange Privilege may be difficult to exercise or may be
suspended temporarily. In such event an exchange may be affected by following
the procedure outlined for tendering shares represented by certificate(s). The
Telephone Exchange Privilege is available only in states where shares being
acquired may be legally sold.

If a shareholder elects not to use the Telephone Exchange Privilege or if
the shares being exchanged are represented by a certificate or certificates, in
order to exchange shares the shareholder must submit a written request to
Phoenix Funds c/o State Street Bank and Trust Company, P.O. Box 8301, Boston, MA
02266-8301. If the shares are being exchanged between accounts that are not
registered identically, the signature on such request must be guaranteed by an
eligible guarantor institution as defined by the Trust'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. Any outstanding certificate or certificates for the
tendered shares must be duly endorsed and submitted.

All exchanges are effected by Equity Planning through the repurchase of the
shares tendered for exchange and the purchase of shares of the Portfolio or
other Phoenix Fund being acquired at their respective closing net asset values
on the date of receipt by Equity Planning of proper instructions and any
necessary supporting documents in acceptable form. Exchanging Portfolio shares
for shares for which a sales charge is assessed will require the payment of the
applicable sales charge. Shares acquired in an exchange will be credited to an
Open Account established for the shareholder on the books of the fund issuing
the shares. The new account will carry the distribution option previously in
effect with respect to the shareholder's shares, and any telephone exchange or
telephone redemption authorization previously in effect with respect to the
shareholder's shares will be deemed to apply to the shares credited to the new
account. The new account will carry no other option unless a new account
application or other written request for an additional option or options is
submitted by the shareholder or requested when the Telephone Exchange privilege
is used. A gain or loss for Federal tax purposes will be realized by the
shareholder in connection with the repurchase of the shares tendered for
exchange.

Subject to the above requirements for an exchange, a shareholder or his or
her registered representative may, by telephone or written notice, elect to have
shares from one Portfolio exchanged for shares of another Portfolio or for
shares of any other Phoenix Fund or automatically on a monthly, quarterly,
semi-annual or annual basis or may cancel the privilege.

The exchange privilege is available only in states where shares of the
Phoenix Fund being acquired may be legally sold, and the privilege may be
modified or terminated at any time without prior notice to shareholders. For
further information, call Equity Planning at (800) 243-1574.

HOW TO REDEEM SHARES

Any holder of shares may require the Trust to redeem the shares at any
time. The redemption price is the net asset value next determined following the
receipt of a duly executed request for redemption of shares, together with any
outstanding certificate or certificates for such shares, duly endorsed, less
such amount not in excess of 1% of such net asset value as the Trustees may
determine. The Trustees do not presently intend to impose a redemption charge
and shareholders will be given 60 days' notice of any change in this intention.
Redemptions may be made in the following manner:

By Mail. Non-certificated shares registered on the books of the Trust may
be redeemed by submitting a written request for redemption to Phoenix Funds c/o
State Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. The
redemption

<PAGE>

request must contain the name of the Portfolio, the shareholder(s)' account
name(s) and number, the number of shares to be redeemed and the signature(s) of
the registered shareholder(s). If a trustee is designated in the account
registration and the proceeds of the redemption do not exceed $50,000 and are to
be paid to the registered owner(s) at the address of record, the signature(s) on
the redemption request need not be guaranteed. Otherwise, the signature(s) must
be guaranteed by an eligible guarantor institution as defined by the Trust'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. A signature
notarized by a notary public is not acceptable. Shares represented by
certificates in the possession of the shareholder may be redeemed by submitting
a written request for redemption to Phoenix Funds c/o State Street Bank and
Trust Company, P.O. Box 8301, Boston, MA 02266-8301, together with the
certificates, duly endorsed by all persons in whose names the shares are
registered, with signatures guaranteed, if required, in the manner described
above. Signature(s) also must be guaranteed on any change of address request
submitted in conjunction with a redemption request.

Additional documentation may be required to process a redemption request.
Therefore, it is suggested that shareholders call 800-243-1574 prior to
redemption to ensure that all necessary documents accompany the redemption
request.

By Telephone. Unless a shareholder elects in writing not to participate in
the Telephone Redemption Privilege, shares for which certificates have not been
issued may be redeemed by calling (800) 243-1574 and telephone redemptions will
also be accepted on behalf of the shareholder from his or her registered
representative as described in the Prospectus. Telephone redemption orders
received and accepted by Equity on a day when Equity Planning is open for
business, will be entered at the next determined net asset value. However,
telephone redemption orders received and accepted by Equity Planning after the
close of trading hours on the Exchange will be executed on the following
business day. The proceeds of a redemption request received by telephone will
normally be paid on the first business day following receipt of the request. If
the amount of the redemption is $500 or more, the proceeds will be wired to the
designated U.S. commercial bank account. If the amount of the redemption is less
than $500, the proceeds will be sent by mail to the address of record on the
shareholder's account. However, with respect to the telephone redemption of
shares purchased by check, such requests will only be effected after the Trust
has assured itself that good payment has been collected for the purchase of
shares, which may take up to 15 days.

The Trust also maintains a continuous offer to repurchase its shares and
shareholders may normally sell their shares through securities dealers, brokers
or agents who may charge customary commissions or fees for their services.
Unless made in connection with an exchange of shares, a request for repurchase
must be placed with a securities dealer or placed by a securities broker acting
as agent for the customer and communicated by the dealer or broker to Equity
Planning. The repurchase price is the net asset value next determined following
the receipt of the request by Equity Planning, except that a repurchase order
placed through a dealer or by a broker before the close of trading on the New
York Stock Exchange on any day will be executed at the net asset value
determined as of such close provided the dealer or broker communicates the order
to Equity Planning prior to its close of business (normally 4:00 P.M. New York
City time) on such day and subsequently confirms the order to Equity Planning in
writing, time-stamping his confirmation with the time of the dealer's or
broker's receipt of the order. It is the responsibility of dealers and brokers
to communicate such orders. Dealers may be liable to investors for failing to do
so. The offer to repurchase may be suspended at any time.

Payment for shares redeemed is normally made within seven days after
receipt of a duly executed request for redemption of shares, together with any
outstanding certificate or certificates for such shares, duly endorsed, and, if
required, a proper signature guarantee. Payment for shares repurchased is
normally made within seven days after receipt of the repurchase order and a duly
executed stock power or other instrument of transfer, together with any
outstanding certificate or certificates for such shares and, if required, a
proper signature guarantee. However, if the Trust is requested to redeem or
repurchase shares for which it has not yet received good payment, the mailing of
a check for the proceeds of the redemption or repurchase may be delayed until
the Trust has assured itself that good payment has been collected, which may
take up to fifteen days. Although the mailing of a check for the proceeds of a
redemption or repurchase may be delayed, the redemption price or repurchase
price will be determined in the manner described above.

To the extent consistent with state and federal law, the Trust may make
payment of the redemption price either in cash or in kind. The Trust has elected
to pay in cash all requests for redemption by any shareholder of record, but may
limit such cash 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 Trust 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 of a Portfolio would be readily marketable and valued at the same value
assigned to them in computing the net asset value per share of the Portfolio. A
shareholder receiving such securities would incur brokerage costs when he sold
the securities.

The right of redemption may be suspended or the payment date postponed when
the New York Stock Exchange is closed for other than customary weekend and
holiday closings, or when trading on the New York Stock Exchange is restricted,
as determined

<PAGE>

by the Securities and Exchange Commission; for any period when an emergency as
defined by rule of the Commission exists; or during any period when the
Commission has, by order, permitted such suspension. In case of a suspension of
the right of redemption, the shareholder may withdraw a request for redemption
of shares prior to the next determination of net asset value after the
suspension has been terminated or the shareholder will receive payment of the
net asset value so determined.

A shareholder may receive more or less than the shareholder paid for his or
her shares, depending on the net asset value of the shares at the time they are
redeemed or repurchased.

TAXES

Qualification as a Regulated Investment Company ("RIC")

As stated in the Prospectus, each Portfolio is treated as a separate entity
for Federal income tax purposes. Each Portfolio has elected to qualify and
intends to remain qualified as a RIC under Subchapter M of the Internal Revenue
Code, as amended (the "Code"). In each taxable year a Portfolio qualifies as a
RIC, it will be relieved of Federal income tax on that portion of its net
investment income and net capital gains that are currently distributed (or
deemed distributed) to its shareholders. To the extent that a Portfolio fails to
distribute all of its taxable income, it will be subject to corporate income tax
(currently 34%) on any retained ordinary investment income or short-term capital
gains, and corporate income tax (currently 34%) on any undistributed long-term
capital gains. Each Portfolio intends to make timely distributions, if
necessary, sufficient in amount to avoid the non-deductible 4% excise tax that
is imposed on a RIC to the extent that it fails to distribute, with respect to
each calendar year, at least 98% of its ordinary income for such calendar year
and 98% of its net capital gains as determined for a one-year period ending on
October 31 of such calendar year (or as determined on a fiscal year basis, if
the Portfolio so elects).

The Code sets forth numerous criteria that must be satisfied in order for
each Portfolio to qualify as a RIC. Among these requirements, each Portfolio
must meet the following tests for each taxable year: (1) at least 90% of the
Portfolio's gross income must be derived from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stocks
or securities or foreign currencies (except to the extent provided in
regulations not yet issued), or other income (including gains from options,
futures or forward contracts) derived by the Portfolio with respect to its
business of investing in stock, securities or currencies; and (2) less than 30%
of the Portfolio's gross income must be derived from gains realized on the sale
or other disposition of stock or securities (or other instruments) held for less
than three months.

In determining the Portfolio's gross income for purposes of the 30% test,
any gain realized by the Portfolio on a hedged position that is part of a
"designated hedge" will be offset by any decrease in value (whether realized or
not) of any offsetting position in the hedge during the period that the hedge
was outstanding. Thus, only the net gain (if any) from the hedge will be
included in the computation of the 30% test. At the present time, however, it is
not clear whether or to what extent such hedging exception will be available to
the Portfolios' contemplated hedging transactions. To the extent that the
hedging exception is not available, gains realized by the Portfolios from actual
dispositions of futures or forward contracts or options will be included in the
calculation of the 30% test if less than three months has elapsed between the
date such instruments are acquired and the date of their sale. This provision
may limit the Portfolios' ability to engage in such transactions.

In addition to meeting the 90% and 30% tests, in order to qualify as a RIC
each Portfolio will be required to distribute annually to its shareholders as
dividends (not including "capital gains dividends", discussed below) at least
90% of its ordinary investment income and short-term capital gains, with certain
modifications. Each Portfolio intends to make distributions to shareholders that
will be sufficient to meet the 90% distribution requirement.

Each Portfolio must also diversify its holdings so that, at the close of
each quarter of its taxable year, (i) at least 50% of the value of its total
assets consists of cash, cash items, U.S. Government Securities, and other
securities limited generally with respect to any one issuer to not more than 5%
of the total assets of that Portfolio and not more than 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of its
assets is invested in the securities of any issuer (other than U.S. Government
Securities). For purposes of these diversification tests, the issuer of an
option on a particular security is the issuer of the underlying security. In the
case of a stock index futures contract or option thereon, the position taken by
the Internal Revenue Service in a recent letter ruling is that the issuers of
the stocks underlying the index, in proportion to the weighing of the stocks in
the computation of the index, are treated as the issuers of the instrument
irrespective of whether the underlying index is broad-
based or narrow-based.

Each Portfolio intends to comply with all of the foregoing criteria for
qualification as a RIC; however, there can be no assurance that the Portfolio
will so qualify and continue to maintain its status as a RIC. If a Portfolio
were unable for any reason to maintain its status as a RIC for any taxable year,
adverse tax consequences would ensue.

Shareholders should be aware that the price of shares of a Portfolio that
are purchased prior to a dividend or distribution by the Portfolio may reflect
the amount of the forthcoming dividend or distribution.

Sale or Exchange of Portfolio Shares

Gain or loss will be recognized by a shareholder upon the sale of his
shares in a Portfolio or upon an exchange of his shares in a Portfolio for
shares in another Portfolio. Provided that the shareholder is not a dealer in
such shares, such gain or loss will

<PAGE>

generally be treated as capital gain or loss, measured by the difference between
the adjusted basis of the shares and the amount realized therefrom. Under
current law, capital gains (whether long-term or short-term) of individuals and
corporations are fully includable in income and are taxed at the regular federal
income tax rates applicable to a taxable shareholder's ordinary income. Capital
losses (whether long-term or short-term) may offset capital gains plus (for
non-corporate taxpayers only) up to $3,000 per year of ordinary income.

Tax Information

Written notices will be sent to shareholders regarding the tax status of
all distributions made (or deemed to have been made) during each taxable year,
including the tax-exempt portion thereof (if applicable), the amount qualifying
for the dividends-received deduction (if applicable) and the amount designated
as capital gains dividends, undistributed capital gains (if any), tax credits
(if applicable), and cumulative return of capital (if any).

Backup Withholding

The Portfolios may be required to withhold federal income tax at a rate of
31% on reportable dividends paid to certain noncorporate shareholders.
Generally, shareholders subject to such backup withholding will be those for
whom a taxpayer identification number and certain required certifications are
not filed with the Portfolios or who, to a Portfolio's knowledge, have furnished
an incorrect number.

Other Tax Consequences

In addition to federal income tax consequences, described above, applicable
to an investment in a Portfolio, there may be state or local tax considerations
applicable to the circumstances of a particular taxable investor. The foregoing
discussion may not apply in certain respects to tax-exempt organizations such as
endowment funds. It is based upon the Code, judicial decisions and
administrative regulations, rulings and practices, all of which are subject to
change and which, if changed, may be applied retroactively to a Portfolio, its
shareholders and/or its assets. No rulings have been sought from the Internal
Revenue Service with respect to any of the tax matters discussed above.

The information included in the Prospectus with respect to taxes, in
conjunction with the foregoing, is a general and abbreviated summary of
applicable provisions of the Code and Treasury regulations now in effect as
currently interpreted by the courts and the Internal Revenue Service. The Code
and these Regulations, as well as the current interpretations thereof, may be
changed at any time by legislative, judicial, or administrative action.

THE DISTRIBUTOR

Equity Planning, a registered broker-dealer which is an indirect less than
wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company, serves as
the Distributor of the Trust's shares.

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

Equity Planning also acts as Financial Agent of the Trust and as such
performs administrative, bookkeeping and pricing functions for the Trust. As
compensation for such services, effective as of January 1, 1997, Equity Planning
is entitled to a fee, payable monthly and based upon the average of the
aggregate daily net asset values of each Portfolio, at the following incremental
annual rates:

First $100 million .05% plus a minimum fee
------------------ -----------------------
$100 million to $300 million .04%
$300 million to $500 million .03%
Greater than $500 million .015%

<PAGE>

A minimum fee applies to each Portfolio as follows:

Equity Portfolio $50,000
Diversified Income Portfolio $70,000

In addition, Equity Planning is paid $12,000 for each class of shares of
each Portfolio beyond one. Until December 31, 1996, Equity Planning's fee for
these services was based on an annual rate of 0.03% of the Fund's aggregate
daily net asset value. For services to the Trust during the fiscal years ended
November 30, 1994, 1995 and 1996, the Financial Agent received fees of $2,299,
$2,050 and $2,470, respectively.

Equity Planning also acts as Transfer Agent of the Trust. As compensation,
Equity Planning receives a fee equivalent to $19.25 for each designated daily
dividend shareholder account and $14.95 for each non-daily dividend designated
shareholder account. Transfer Agent fees are also utilized to offset costs and
fees paid to subtransfer agents employed by Equity Planning. State Street Bank
and Trust Company serves as a subtransfer agent pursuant to a Subtransfer Agent
Agreement effective June 1, 1994.

Philip R. McLoughlin, a Trustee and officer of the Trust, is a director and
officer of Equity Planning; David R. Pepin, an officer of the Trust is a
director and officer of Equity Planning. Michael E. Haylon, an officer of the
Fund, is a director of Equity Planning; and G. Jeffrey Bohne, Nancy G. Curtiss,
William E. Keen III, William R. Moyer, Leonard J. Saltiel and Thomas N.
Steenburg, officers of the Trust, are officers of Equity Planning.

ADDITIONAL INFORMATION

The Trust's Prospectus and this Statement of Additional Information omit
certain information contained in the registration statement filed with the
Securities and Exchange Commission which may be obtained from the Commission's
principal office at 450 Fifth Street, N.W. Washington, DC 20549, upon payment of
the fee prescribed by the rules and regulations promulgated by the Commission.

Financial Statements

Financial information relating to the Fund is contained in the Annual
Report to Shareholders for the year ended November 30, 1996 and is available by
calling Equity Planning at (800) 243-4361, or by writing to Equity Planning at
100 Bright Meadow Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200. The
Annual Report is incorporated into this Statement of Additional Information by
reference. A copy of the Annual Report must precede or accompany this Statement
of Additional Information.

Independent Accountants

Price Waterhouse LLP with principal offices at 160 Federal Street, Boston,
MA 02110, has been selected independent accountants for the Fund. Price
Waterhouse LLP audits the Fund's annual financial statements and expresses an
opinion thereon.

APPENDIX

A-1 and P-1 Commercial Paper Ratings

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

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

The Diversified Income Portfolio will only invest in commercial paper which
at the date of investment is rated A-1 by Standard & Poor's Corporation or P-1
by Moody's Investors Services, Inc., or, if not rated, is issued or guaranteed
by companies which at the date of investment have an outstanding debt issue
rated AA or higher by Standard & Poor's or Aa or higher by Moody's.

Moody's Investors Service, Inc., Corporate Bond Ratings

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

<PAGE>

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

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

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

Standard and Poor's Corporation's Corporate Bond Ratings

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

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

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

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

27
<PAGE>

********************
[LOGOTYPE] PHOENIX
DUFF & PHELPS

PHOENIX MULTI-PORTFOLIO FUND

ENDOWMENT EQUITY PORTFOLIO
ANNUAL REPORT

NOVEMBER 30, 1996

<PAGE>

PHOENIX ENDOWMENT EQUITY PORTFOLIO

Despite increasing interest rates and waning corporate earnings momentum,
U.S. stock prices forged higher over this reporting period, fueled by
unprecedented cash inflows into equity mutual funds and continued corporate
share buybacks. Although this remarkable rally dates back to December 1994, the
past year has been one of tremendous rotation among various sectors of the stock
market -- a manifestation of increasing investor uncertainty over the direction
of interest rates and the economy. As measured by market capitalization, large
company stocks outperformed their small-cap counterparts by wide margins during
the fiscal year.

The continued rally in the U.S. stock market helped the Endowment Equity
Portfolio post double-digit returns over this latest reporting period. For the
twelve months ended November 30, 1996, the Fund provided a total return of
19.68% Although these results were strong on an absolute basis, they did lag
behind Standard & Poor's 500 Composite Stock Index, an unmanaged, commonly used
measure of stock performance, which returned 28.02% over the same period. All of
these figures assume reinvestment of any distributions, but exclude the effect
of sales charges.

Our equity exposure in the consumer cyclical sector as well as weakness in
some of our health care and technology holdings held back performance during
this reporting period. Positive contributors included our strong stock selection
in the consumer staples, financial, energy and basic materials sectors. Some of
our best individual performers during this period included such companies as
Intel, Tyco International, Gucci, Estee Lauder, Diamond Offshore Drilling and
Citicorp.

In a market caught between long-term concerns and intermediate
opportunities, we are maintaining exposure to growth companies that have some
sensitivity to the domestic economy and/or foreign sales growth. This includes
stocks in our Hybrid Network theme which concentrates on computer networking and
telecommunications equipment firms providing the hardware, software and the
services needed to help merge voice, data and video communications onto one
network. Deregulating Financial Services is another high conviction theme that
we developed which capitalizes on companies that can benefit from the
demographic shift to savings and investments and the continued trend of
government deregulation. Lastly, we continue to emphasize our Energy Technology
theme which represents energy service firms that provide productivity enhancing
solutions to exploration and production companies.

After two back to back years of powerful performance, the equity risk level
is rising. We believe that the key to 1997 outperformance lies in taking
advantage of market inefficiencies within a volatile trading range combined with
individual stock selection. Moving forward, we believe our key investment themes
will serve us well in this environment, given their ability to capture change
and identify strong earnings growth in a timely manner. As of November 30, 1996,
the Fund's asset allocation mix was 92% equities and 8% cash equivalents.

<PAGE>

ENDOWMENT EQUITY PORTFOLIO
- --------------------------------------------------------------------------------

[LINE CHART]

Year End Endowment Equity S&P 500 Index*
- ------------- ------------------- ------------------
4/1/93 $10,000 $10,000

11/30/93 $11,123 $10,418

11/30/94 $10,481 $10,531

11/30/95 $14,187 $14,427

11/30/96 $16,980 $18,469

[/LINE CHART]

Average Annual Total Returns for Periods Ending 11/30/96
From Inception
4/1/93 to
1 Year 11/30/96
- --------------------------------------------------------------------------------
Endowment Equity Portfolio 19.68% 15.52%
- --------------------------------------------------------------------------------
S&P 500 Index* 28.02% 18.20%
- --------------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 4/1/93
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate, so that your
shares, when redeemed, may be worth more or less than the original cost.

* The S&P 500 Index is an unmanaged but commonly used measure of stock return
performance. The S&P 500's performance does not reflect sales charges.

2
<PAGE>

ENDOWMENT EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- --------
<S> <C> <C> <C>
COMMON STOCKS 88.6%
Aerospace & Defense 3.5%
Boeing Company 100 $9,938
United Technologies Corp. 50 7,012
---------
16,950
---------
Banks 6.5%
BankAmerica Corp. 100 10,300
Chase Manhattan Corp. 100 9,450
Citicorp 100 10,925
---------
30,675
---------
Chemical 1.7%
Monsanto Co. 200 7,950
---------

Computer Software & Services 7.8%
Computer Associates International, Inc. 100 6,575
Computer Sciences Corp. (b) 100 7,863
First Data Corp. 200 7,975
Microsoft Corp. (b) 50 7,843
Oracle Systems Corp. (b) 150 7,350
---------
37,606
---------
Conglomerates 3.2%
Thermo Electron Corp. (b) 200 7,250
Tyco International Ltd. 150 8,213
---------
15,463
---------
Cosmetics & Soaps 3.5%
Colgate Palmolive Co. 100 9,263
Estee Lauder Companies Class A 150 7,500
---------
16,763
---------
Diversified Financial Services 6.9%
Associates First Capital Corp. 150 7,256
Federal National Mortgage Assoc. 250 10,312
First USA, Inc. 200 6,575
Travelers Group, Inc. 200 9,000
---------
33,143
---------
Diversified Miscellaneous 4.2%
CUC International, Inc. (b) 200 5,275
Duracell International, Inc. 100 6,662
Equifax, Inc. 250 8,188
---------
20,125
---------
Electrical Equipment 1.8%
Raychem Corp. 100 8,525
---------

Electronics 6.4%
Applied Materials, Inc. (b) 200 7,625
Intel Corp. 100 12,688
Perkin Elmer Corp. 100 6,162
Xilinx, Inc. (b) 100 4,387
---------
30,862
---------
Entertainment, Leisure & Gaming 1.5%
Walt Disney Co. 100 7,375
---------

Healthcare - Drugs 3.3%
Lilly (Eli) & Co. 100 7,650
Merck & Co., Inc. 100 8,300
---------
15,950
---------
See Notes to Financial Statements

3
<PAGE>

ENDOWMENT EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1996

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

Hospital Management & Services 2.8%
Columbia/HCA Healthcare Corp. 150 6,000
HEALTHSOUTH Corp. (b) 200 7,525
---------
13,525
---------
Insurance 2.6%
Allstate Corp. 100 6,025
SunAmerica, Inc. 150 6,281
---------
12,306
---------
Machinery 2.8%
Case Corp. 100 5,250
Dover Corp. 150 8,006
---------
13,256
---------
Medical Products & Supplies 6.0%
Boston Scientific Corp. (b) 150 8,756
Guidant Corp. 100 5,288
Johnson & Johnson 150 7,969
Medtronic, Inc. 100 6,612
---------
28,625
---------
Natural Gas 3.2%
Apache Corp. 200 7,275
Burlington Resources, Inc. 150 7,950
---------
15,225
---------
Oil Service & Equipment 8.7%
BJ Services Co. (b) 100 4,775
Diamond Offshore Drilling (b) 150 9,563
Dresser Industries, Inc. 200 6,550
Halliburton Co. 100 6,025
Schlumberger Ltd. 100 10,400
Weatherford Enterra, Inc. (b) 150 4,575
---------
41,888
---------
Paper & Forest Products 2.0%
Kimberly Clark Corp. 100 9,775
---------

Pollution Control 1.3%
U.S.A. Waste Services, Inc. (b) 200 6,450
---------

Retail 6.1%
CVS Corp. 200 8,225
Home Depot, Inc. 150 7,819
Lowe's Companies, Inc. 200 8,125
Staples, Inc. (b) 250 4,937
---------
29,106
---------
Telecommunications Equipment 2.8%
Cisco Systems, Inc. (b) 100 6,788
Lucent Technologies, Inc. 129 6,611
---------
13,399
---------
TOTAL COMMON STOCKS
(Identified cost $354,931) 424,942
---------

See Notes to Financial Statements

4
<PAGE>

ENDOWMENT EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1996

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

FOREIGN COMMON STOCKS 3.3%
Cosmetics & Soaps 1.8%
Unilever NV (Netherlands) 50 8,656
----------

Textile & Apparel 1.5%
Gucci Group NV-NY Reg Shrs (Italy) 100 7,338
----------

TOTAL FOREIGN COMMON STOCKS
(Identified cost $12,216) 15,994
----------

TOTAL INVESTMENTS 91.9%
(Identified cost $367,147) 440,936 (a)
Cash and receivables, less liabilities 8.1% 38,620
----------
NET ASSETS 100.0% $479,556
==========
</TABLE>

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $74,855, and gross
depreciation of $2,391 for federal income tax purposes. At November 30,
1996, the aggregate cost of securities for federal income tax purposes was
$368,472.
(b) Non-income producing.

See Notes to Financial Statements

5
<PAGE>

Endowment Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1996

<TABLE>
<S> <C>
Assets
Investment securities at value
(Identified cost $367,147) $440,936
Cash 68,841
Receivables
Interest and dividends 1,273
Receivable from adviser 14,025
---------
Total assets 525,075
---------

Liabilities
Payables
Trustees' fee 11,179
Transfer agent fee 1,557
Financial agent fee 33
Accrued expenses 32,750
---------
Total liabilities 45,519
---------
Net Assets $479,556
=========

Net Assets Consist of:
Capital paid in on shares of beneficial interest $269,337
Undistributed net investment income 1,358
Accumulated net realized gains 135,072
Net unrealized appreciation 73,789
---------
Net Assets $479,556
=========

Shares of beneficial interest outstanding, $1 par value,
unlimited authorization 35,727

Net asset value and offering price per share $13.42
</TABLE>

See Notes to Financial Statements

6
<PAGE>

Endowment Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
NOVEMBER 30, 1996

<TABLE>
<S> <C>
Investment Income
Dividends $25,542
Interest 8,483
---------
Total investment income 34,025
---------

Expenses
Investment advisory fee 20,860
Financial agent fee 834
Professional 34,184
Trustees 20,444
Transfer agent 18,327
Registration 11,378
Custodian 12,434
Printing 5,661
Miscellaneous 174
---------
Total expenses 124,296
Less expenses borne by investment adviser (102,855)
---------
Net expenses 21,441
---------

Net investment income 12,584
---------

Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 794,465
Net change in unrealized appreciation (depreciation) on investments (375,286)
---------

Net gain on investments 419,179
---------

Net increase in net assets resulting from operations $431,763
=========
</TABLE>

See Notes to Financial Statements

7
<PAGE>

Endowment Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

Year Ended Year Ended
November 30, 1996 November 30, 1995
----------------- -----------------
<S> <C> <C>
From Operations
Net investment income $12,584 $41,001
Net realized gain 794,465 882,876
Net change in unrealized appreciation (depreciation) (375,286) 378,110
----------- -----------
Increase in net assets resulting from operations 431,763 1,301,987
----------- -----------

From Distributions to Shareholders
Net investment income (12,904) (70,324)
Net realized gains (558,885) -
----------- -----------
Decrease in net assets from distributions to shareholders (571,789) (70,324)
----------- -----------

From Share Transactions
Proceeds from sales of shares (0 and 23,742, respectively) - 250,000
Net asset value of shares issued from reinvestment
of distributions (51,281 and 6,812 shares, respectively) 571,782 70,324
Cost of shares repurchased
(331,984 and 168,483 shares, respectively) (4,073,751) (1,873,000)
----------- -----------
Decrease in net assets from share transactions (3,501,969) (1,552,676)
----------- -----------
Net decrease in net assets (3,641,995) (321,013)
Net Assets
Beginning of period 4,121,551 4,442,564
----------- -----------
End of period (including undistributed net investment income of
$1,358 and $10,369, respectively) $479,556 $4,121,551
=========== ===========
</TABLE>

See Notes to Financial Statements

8
<PAGE>

Endowment Equity Portfolio
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>

From
Year Year Year Inception
Ended Ended Ended 4/1/93 to
November 30, 1996 November 30, 1995 November 30, 1994 11/30/93
----------------- ----------------- ----------------- --------
<S> <C> <C> <C> <C>
Net Asset value, beginning of period $13.03 $ 9.78 $ 11.09 $ 10.00
Income from investment operations
Net investment income 0.06(1)(4) 0.11(1)(4) 0.14(1) 0.10(1)
Net realized and unrealized gain (loss) 2.14 3.31 (0.73) 1.02
------ ------- ------- -------
Total from investment operations 2.20 3.42 (0.59) 1.12
------ ------- ------- -------

Less distributions
Dividends from net investment income (0.04) (0.17) (0.14) (0.03)
Distributions from net realized gains (1.77) -- (0.58) --
------ ------- ------- -------
Total distributions (1.81) (0.17) (0.72) (0.03)
------ ------- ------- -------

Change in net asset value 0.39 3.25 (1.31) 1.09
------ ------- ------- -------
Net asset value, end of period $13.42 $ 13.03 $ 9.78 $ 11.09
====== ======= ======= =======

Total return 19.68% 35.35% -5.77% 11.23%(3)

Ratios/supplemental data:
Net assets, end of period (thousands) $480 $4,122 $4,443 $4,944
Ratio to average net assets of:
Operating expenses 0.77% 0.85% 0.85% 0.85%(2)
Net investment income 0.45% 0.95% 1.42% 1.54%(2)
Portfolio turnover 142% 248% 250% 312%(2)
Average commission rate (5) $0.0503 N/A N/A N/A
</TABLE>

(1)Includes reimbursement of operating expenses by investment adviser of
$0.45, $0.24, $0.15 and $0.15, respectively. For the year ended November
30, 1996, $0.01 of the reimbursement is in excess of the expense limitation
described in Note 2.
(2)Annualized
(3)Not annualized
(4)Computed using average shares outstanding
(5)For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for securities
trades on which commissions are charged. This rate generally does not
reflect mark-ups, mark-downs, or spreads on shares traded on a principal
basis.

See Notes to Financial Statements

9
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
ENDOWMENT EQUITY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
November 30, 1996

1. SIGNIFICANT ACCOUNTING POLICIES

The Phoenix Multi-Portfolio Fund ("the Trust") is organized as a
Massachusetts business trust and is registered under the Investment Company Act
of 1940, as amended, as a diversified, open-end management investment company.
To date, The Trust consists of seven Portfolios: Endowment Equity Portfolio,
Diversified Income Portfolio, Tax-Exempt Bond Portfolio, International
Portfolio, Mid Cap Portfolio (formerly Capital Appreciation Portfolio), Emerging
Markets Bond Portfolio and Real Estate Securities Portfolio. This report only
covers the Endowment Equity Portfolio (the "Portfolio"). The Fund's investment
objective is to achieve long-term appreciation of capital.

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

A. Security valuation:

Equity securities are valued at the last sale price, or if there had been
no sale that day, at the last bid price.

Short-term investments having a remaining maturity of 60 days or less are
valued at amortized cost which approximates market. All other securities and
assets are valued at fair value as determined in good faith by or under the
direction of the Trustees.

B. Security transactions and related income:

Security transactions are recorded on the trade date. Interest income is
recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date. Realized gains or losses are determined on the identified cost basis.

C. Security lending:

The Trust loans securities to qualified brokers through an agreement with
State Street Bank & Trust (the Custodian). Under the terms of the agreement, the
Trust receives collateral with a market value not less than 100% of the market
value of loaned securities. Collateral consists of cash, securities issued or
guaranteed by the U.S. Government or its agencies and the sovereign debt of
foreign countries. Interest earned on the collateral and premiums paid by the
borrower are recorded as income by the Trust net of fees charged by the
Custodian for its services in connection with this securities lending program.
Lending portfolio securities involves a risk of delay in the recovery of the
loaned securities or in the foreclosure on collateral. At November 30, 1996, the
Endowment Equity Portfolio had no security loans outstanding.

D. Income taxes:

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

E. Distributions to shareholders:

Distributions are recorded by each Portfolio on the ex-dividend date.
Income and capital gain distributions are determined in accordance with income
tax regulations which may differ from generally accepted accounting principles.
These differences include the treatment of foreign currency gain/loss,
partnerships, and losses deferred due to wash sales and excise tax regulations.
The Portfolio also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for income tax
purposes. Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.

10
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
ENDOWMENT EQUITY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
November 30, 1996 (Continued)

2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS

As compensation for its services to the Trust, the Adviser, Phoenix
Investment Counsel, Inc., an indirect majority-owned subsidiary of Phoenix Home
Life Insurance Company ("PHL") is entitled to a fee, based on an annual rate of
0.75% of the average daily net assets of the Endowment Equity Portfolio. The
Adviser has agreed to reimburse the Endowment Equity Portfolio to the extent
that expenses exceed 0.85% of the average daily net assets.

As Financial Agent to the Trust and to each Portfolio, Phoenix Equity
Planning Corporation ("PEPCO"), receives a fee at an annual rate of 0.03% of the
average daily net assets for bookkeeping, administrative and pricing services.

PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended November 30, 1996, transfer
agent fees were $18,327 which were all paid to State Street.

3. PURCHASE AND SALE OF SECURITIES

Purchases and sales of securities during the year ended November 30, 1996
(excluding U.S. Government securities and short-term securities) were $3,607,939
and $7,735,773, respectively.

There were no purchases or sales of U.S. Government securities.

4. OTHER

As of November 30, 1996, the Endowment Equity Portfolio had one shareholder
who owned more than 10% of shares outstanding, who is not affiliated with PHL.
In the aggregate, this shareholder owned 99.9% of shares outstanding.

5. RECLASS OF CAPITAL ACCOUNTS

In accordance with accounting pronouncements, the Portfolio has recorded
several reclassifications in the capital accounts. These reclassifications have
no impact on the net asset value of the Portfolio and are designed generally to
present undistributed income and realized gains on a tax basis which is
considered to be more informative to the shareholder. As of November 30, 1996,
the Portfolio has decreased undistributed net investment income by $8,691,
decreased accumulated net realized gains by $655,152, and increased capital paid
in on shares of beneficial interest by $663,843.

TAX INFORMATION NOTICE (Unaudited)

For the fiscal year ended November 30, 1996, the fund distributed $286,141
of long-term capital gain dividends.

This report is not authorized for distribution to prospective investors in the
Phoenix Endowment Equity Portfolio unless preceded or accompanied by an
effective prospectus which includes information concerning the Fund's record and
other pertinent information.

11
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

[LOGOTYPE] Price Waterhouse LLP

To the Trustees and Shareholders of
Phoenix Endowment Equity Portfolio

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Phoenix Endowment Equity Portfolio
(the "Fund") at November 30, 1996, and the results of its operations, the
changes in its net assets and the financial highlights for each of the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
November 30, 1996 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

Boston, Massachusetts
January 15, 1997

12
<PAGE>

PHOENIX ENDOWMENT EQUITY PORTFOLIO
101 Munson Street
Greenfield, MA 01301

Trustees Principal Underwriter
C. Duane Blinn Phoenix Equity Planning Corporation
Robert Chesek 100 Bright Meadow Boulevard
E. Virgil Conway P. O. Box 2200
Harry Dalzell-Payne Enfield, CT 06083-2200
Francis E. Jeffries
Leroy Keith, Jr.
Philip R. McLoughlin Custodian
Everett L. Morris State Street Bank and Trust Company
James M. Oates P. O. Box 351
Calvin J. Pedersen Boston, MA 02101
Philip R. Reynolds
Herbert Roth, Jr.
Richard E. Segerson Transfer Agent
Lowell P. Weicker, Jr. Phoenix Equity Planning Corporation
100 Bright Meadow Boulevard
Officers P. O. Box 2200
Philip R. McLoughlin, President Enfield, CT 06083-2200
Michael E. Haylon, Executive Vice President
David R. Pepin, Executive Vice President
William J. Newman, Senior Vice President Legal Counsel
David L. Albrycht, Vice President Jorden, Burt, Berenson & Johnson LLP
Curtiss O. Barrows, Vice President Suite 400 East
Matthew Considine, Vice President 1025 Thomas Jefferson Street, N.W.
Jeanne H. Dorey, Vice President Washington, D.C. 20007-0805
Timothy M. Heaney, Vice President
William E. Keen III, Vice President
Peter S. Lannigan, Vice President Independent Accountants
David Lui, Vice President Price Waterhouse LLP
Thomas S. Melvin, Jr., Vice President 160 Federal Street
William R. Moyer, Vice President Boston, MA 02110
Scott C. Noble, Vice President
Barbara Rubin, Vice President
Leonard J. Saltiel, Vice President
James D. Wehr, Vice President
Nancy G. Curtiss, Treasurer
G. Jeffrey Bohne, Secretary

Investment Adviser
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, CT 06115-0480

<PAGE>

[LOGOTYPE] PHOENIX
DUFF & PHELPS

PHOENIX MULTI-PORTFOLIO FUND

DIVERSIFIED INCOME PORTFOLIO
ANNUAL REPORT

NOVEMBER 30, 1996

<PAGE>

PHOENIX DIVERSIFIED INCOME PORTFOLIO

Shifting market opinion over the direction of the U.S. economy was
responsible for much of the volatility in interest rates during this latest
twelve-month reporting period. During December and January, the Federal Reserve
cut the Fed Funds Rate in an effort to stimulate what was believed to be a
sluggish economy. Although it was widely anticipated that the Fed would have to
lower rates again, a surprisingly strong February employment report provided
conflicting evidence about the economy's condition. As more information became
available, it became evident that the economy had grown robustly over the first
half of 1996. During this period, interest rates were pushed higher as the
financial markets had to consider the threat of future inflation.

By late summer, the consensus view on Wall Street shifted once again as
signs of more moderate economic growth became increasingly apparent and concerns
over inflation declined. These signs of a slower economy allowed interest rates
to fall for the remainder of the reporting period. In total, the yield on the
bellweather 30-year Treasury bond ranged from as low as 5.95% to high as 7.19%
over the last twelve months. Despite all these market gyrations, the "long bond"
finished the reporting period at 6.36% -- only 28 basis points higher than where
it started one year ago.

Despite a challenging bond market environment, the Diversified Fixed-Income
Portfolio posted outstanding results over this latest reporting cycle. For the
twelve-month period ended November 30, 1996, the Fund provided a total return of
15.32%. These results compare very favorably with the Lehman Brothers Aggregate
Bond Index return of 6.07% over the same period. All of these returns assume
reinvestment of any distributions, but exclude the effect of sales charges.

The Fund's strong performance over the latest reporting period can be
attributed primarily to its holdings in the emerging markets and corporate
high-yield sectors as well as its commercial and non-agency residential
mortgage-backed exposure. Although often overlooked by many bond investors, our
focus on taxable municipal securities also enhanced the Fund's overall results.
As of November 30, 1996, the Fund had an average credit quality of "BBB" and its
average duration was 4.89 years.

Outlook

As we move closer to year-end, we are pleased to see that much of the
pessimism that has afflicted the bond market during 1996 appears to have
subsided. Although concerns over inflation are still present, the latest
economic data suggests that we could see a slower economy going forward. If this
outlook is correct, it will be a welcome relief for the fixed-income market.

Looking ahead, we have not made any drastic modifications to the Fund's
sector strategy. As a result of an improving real estate market and growing
institutional investor demand, we still favor commercial mortgage-backed
securities relative to investment-grade corporates. Non-agency residential
mortgage-backed securities also look attractive versus agency mortgage-backed
securities, as they offer a significant yield advantage. We continue to maintain
our exposure to the taxable municipal sector as well as asset-backed securities.
Lastly, despite the extended rally in the emerging markets sector, we are
finding attractive valuations in countries like Mexico, Argentina, Brazil and
Venezuela. As always, we will continue to overweight undervalued sectors of the
bond market as our primary means of adding value relative to our benchmark, the
Lehman Brothers Aggregate Bond Index.

<PAGE>

DIVERSIFIED INCOME PORTFOLIO
- --------------------------------------------------------------------------------

[LINE GRAPH]

Year End Diversified Income Portfolio Lehman Brothers Aggregate Bond Index*
- -------- ---------------------------- -------------------------------------
4/1/93 $10,000 $10,000

11/30/93 $10,535 $10,482

11/30/94 $9,981 $10,162

11/30/95 $11,643 $11,955

11/30/96 $13,427 $12,681

[/LINE GRAPH]

Average Annual Total Returns for Periods Ending 11/30/96
From Inception
4/1/93 to
1 Year 11/30/96
- --------------------------------------------------------------------------------
Diversified Income Portfolio 15.32% 8.36%
- --------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index* 6.07% 6.69%
- --------------------------------------------------------------------------------

* The Lehman Brothers Aggregate Bond Index is an unmanaged but commonly used
measure of bond performance. It is a combination of several Lehman Brothers
fixed income indices. The index's performance does not include sales charges.

2
<PAGE>

DIVERSIFIED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1996

<TABLE>
<CAPTION>
MOODY'S
BOND PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- --------- ---------------
<S> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES 3.0%
U.S. Treasury Bonds 3.0%
U.S. Treasury Bond 6.75%, '26 Aaa $125 $130,347

U.S. Treasury Bond 6.50%, '26 Aaa 50 50,937
-----------
181,284
-----------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $174,112) 181,284
-----------

NON-CONVERTIBLE BONDS 56.5%
Asset-Backed Securities 7.3%
Airplanes Pass Through Trust 1C 8.15%, '19 Baa 100 106,274
Green Tree Financial Corp. 95-8, A2 6.15%, '26 Aaa 200 200,594
Green Tree Financial Corp. 96-3, B1 7.70%, '27 Baa 125 128,184
-----------
435,052
-----------
Hospital Management & Services 4.6%
Healthsouth Rehabilitation Sr. Sub Notes 9.50%, '01 Ba 125 133,437
Tenet Healthcare Corp. Sr. Note 9.625%, '02 Ba 125 138,281
-----------
271,718
-----------
Non-Agency Mortgage Backed Securities 39.0%
Bear Stearns Mortgage 144A 95-1, 2B3 7.40%, '10 (d) NR 229 207,794
General Electric Capital Mortgage Services, Inc. 96-8, 2A5 7.50%, '26 AAA (b) 224 227,177
Lehman Structured Securities Corp. 96-1, E1 7.995%, '26 BBB (b) 250 258,047
Morgan Stanley Capital 144A, I 96-WF1, C 6.59%, '06 (d) A 200 196,000
Norwest Asset Securities Corp. 96-3, B2 7.25%, '26 BBB (b) 150 145,863
Oakwood Mortgage Investors 96-C, A2 6.45%, '27 (f) AAA (b) $150 150,703
Residential Asset Securitization Trust 96-A8, C2 8%, '26 AAA (b) 122 125,037
Resolution Trust Corp. 92-C3, B 9.05%, '23 AA (b) 192 197,662
Resolution Trust Corp. 93-C1, B 8.75%, '24 (f) Aa 200 205,719
Resolution Trust Corp. 95-C1, B 6.90%, '27 (f) Aa 250 250,469
Resolution Trust Corp. 95-1 B2 7.50%, '28 (f) Aa 110 111,026
Resolution Trust Corp. 95-2, C1 7.45%, '29 Baa 124 124,417
Structured Asset Securities Corp. 96-CFL, E 7.75%, '28 BB+ (b) 125 124,688
-----------
2,324,602
-----------
Paper & Forest Products 2.1%
Buckeye Cellulose Corp. 8.50%, '05 (f) Ba 125 124,062
-----------

Telecommunications Equipment 3.5%
Cablevision Systems Corp. 9.875%, '06 B 125 125,938
Panamsat Sr. Note 9.75%, '00 Ba 80 84,800
-----------
210,738
-----------
TOTAL NON-CONVERTIBLE BONDS
(Identified cost $3,291,902) 3,366,172
-----------

FOREIGN NON-CONVERTIBLE BONDS 11.0%
Brazil 2.6%
Tevecap SA 144A 12.625%, '04 (d) B 150 153,375
-----------

Indonesia 1.3%
Asia Pulp & Paper Co. Yankee 11.75%, '05 Ba 75 80,438
-----------

See Notes to Financial Statements

3
<PAGE>
DIVERSIFIED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1996

MOODY'S
BOND PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- --------- ---------------
<S> <C> <C> <C> <C>
Mexico 3.5%
Banco Nacional de Mexico Private WI 7.57%, '00 (e) A- (b) $125 $124,696
Grupo Televisa SA 0%, '08 (c) Ba (b) 125 82,188
-----------
206,884
-----------
Venezuela 3.6%
Banco Central Venezuela NMB B-P 6.625%, '05 (c) Ba 250 215,312
-----------

TOTAL FOREIGN NON-CONVERTIBLE BONDS
(Identified cost $634,528) 656,009
-----------

FOREIGN GOVERNMENT SECURITIES 15.2%
Argentina 8.1%
Republic Of Argentina Bearer FRB 6.625%, '05 (c) B 564 487,075
-----------

Brazil 3.1%
Republic of Brazil DCB-L Euro 6.563%, '12 (c) B 250 185,468
-----------

Mexico 4.0%
United Mexican States Global Bond 11.50%, '26 Ba 225 235,856
-----------

TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $845,669) 908,399
-----------

MUNICIPAL BONDS 13.9%
California 4.7%
Kern County Pension Obligation Taxable 7.26%, '14 Aaa 150 153,371
Orange County Pension A Taxable 7.67%, '09 Aaa 120 128,273
-----------
281,644
-----------
Florida 4.3%
Dade County Educational Facs. Authority 5.75%, '20 Aaa 25 25,584
University of Miami Exchange Revenue Taxable 7.40%, '11 (f) Aaa 150 155,432
University of Miami Exchange Revenue A Taxable 7.65%, '20 Aaa 75 76,858
-----------
257,874
-----------
Michigan 0.8%
Hartland Consolidated School District 5.125%, '22 Aaa 50 47,388
-----------

Pennsylvania 3.3%
Pennsylvania Economic Development Financial Authority 9.50%, '12 NR 200 194,794
-----------

Texas 0.8%
Texas State Turnpike Authority Dallas 5.25%, '23 Aaa 50 48,552
-----------

TOTAL MUNICIPAL BONDS
(Identified cost $823,870) 830,252
-----------

TOTAL LONG-TERM INVESTMENTS 99.6%
(Identified cost $5,770,081) 5,942,116
-----------

See Notes to Financial Statements

4
<PAGE>

DIVERSIFIED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENTS AT NOVEMBER 30, 1996

PAR
VALUE
(000) VALUE
-------- ---------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS 3.3%
Federal Agency Securities 3.3%
Federal Home Loan Mortgage 5.70%, 12-2-96 $195 $194,969

TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $194,969) 194,969
-----------

TOTAL INVESTMENTS 102.9%
(Identified cost $5,965,050) 6,137,085 (a)
Cash and receivables, less liabilities -2.9% (170,403)
-----------
NET ASSETS 100.0% $5,966,682
===========

</TABLE>

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $184,548 and gross
depreciation of $17,662. At November 30, 1996, the aggregate cost of
securities for federal income tax purposes was $5,970,199.
(b) As rated by Standard & Poor's, Fitch, or Duff & Phelps.
(c) Variable or step coupon bond; the interest rate shown reflects the rate
currently in effect.
(d) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At November 30,
1996, these securities amounted to a value of $681,865 or 11.4% of net
assets.
(e) When issued.
(f) Segregated as collateral.

See Notes to Financial Statements

5
<PAGE>

Diversified Income Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1996

<TABLE>
<S> <C>
Assets
Investment securities at value
(Identified cost $5,965,050) $6,137,085
Cash 103,714
Receivables
Investment securities sold 259,655
Interest 73,545
Receivable from adviser 1,483
------------
Total assets 6,575,482
------------

Liabilities
Payables
Investment securities purchased 570,612
Trustees' fee 11,179
Transfer agent fee 1,502
Financial agent fee 145
Accrued expenses 25,362
------------
Total liabilities 608,800
------------
Net Assets $5,966,682
============

Net Assets Consist of:
Capital paid in on shares of beneficial interest $5,723,329
Undistributed net investment income 3,918
Accumulated net realized gain 67,400
Net unrealized appreciation 172,035
------------
Net Assets $5,966,682
============

Shares of beneficial interest outstanding, $1 par value,
unlimited authorization 594,592

Net asset value and offering price per share $10.03
</TABLE>

See Notes to Financial Statements

6
<PAGE>

Diversified Income Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
NOVEMBER 30, 1996

<TABLE>
<S> <C>
Investment Income
Interest $477,668
----------
Total investment income 477,668
----------

Expenses
Investment advisory fee 27,273
Financial agent fee 1,636
Professional 25,663
Trustees 20,288
Transfer agent 18,302
Registration 15,251
Custodian 9,644
Printing 3,908
Miscellaneous 517
----------
Total expenses 122,482
Less expenses borne by investment adviser (87,028)
----------
Net expenses 35,454
----------

Net investment income 442,214
----------

Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on securities 254,797
Net change in unrealized appreciation (depreciation) on investments 100,101
----------

Net gain on investments 354,898
----------

Net increase in net assets resulting from operations $797,112
==========
</TABLE>

See Notes to Financial Statements

7
<PAGE>

Diversified Income Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
Year Ended Year Ended
November 30, 1996 November 30, 1995
----------------------- -----------------------
<S> <C> <C>
From Operations
Net investment income $442,214 $191,180
Net realized gain (loss) 254,797 (129,893)
Net change in unrealized appreciation (depreciation) 100,101 230,771
----------- -----------
Increase in net assets resulting from operations 797,112 292,058
----------- -----------

From Distributions to Shareholders
Net investment income (451,539) (192,506)
----------- -----------
Decrease in net assets from distributions to shareholders (451,539) (192,506)
----------- -----------

From Share Transactions
Proceeds from sales of shares (0 and 532,482, respectively) - 5,000,000
Net asset value of shares issued from reinvestment of distributions
(47,353 and 20,765 shares, respectively) 451,539 192,501
Cost of shares repurchased
(1 and 204,479 shares, respectively) (5) (1,902,635)
----------- -----------
Increase in net assets from share transactions 451,534 3,289,866
----------- -----------
Net increase in net assets 797,107 3,389,418
Net Assets
Beginning of period 5,169,575 1,780,157
----------- -----------
End of period (including undistributed net investment income
of $3,918 and $10,398, respectively) $5,966,682 $5,169,575
=========== ===========
</TABLE>

See Notes to Financial Statements

8
<PAGE>

Diversified Income Portfolio
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)

<TABLE>
<CAPTION>
From
Year Year Year Inception
Ended Ended Ended 4/1/93 to
November 30, 1996 November 30, 1995 November 30, 1994 11/30/93
----------------- ----------------- ----------------- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.45 $ 8.97 $ 10.12 $ 10.00
Income from investment operations
Net investment income 0.78(1) 0.91(1) 0.63(1) 0.40(1)
Net realized and unrealized gain (loss) 0.59 0.51 (1.13) 0.12

Total from investment operations 1.37 1.42 (0.50) 0.52
------ ------ ------ ------

Less distributions
Dividends from net investment income (0.79) (0.94) (0.59) (0.40)
Distributions from net realized gains -- -- (0.06) --
------ ------ ------ ------
Total distributions (0.79) (0.94) (0.65) (0.40)
------ ------ ------ ------

Change in net asset value 0.58 0.48 (1.15) 0.12
------ ------ ------ ------
Net asset value, end of period $10.03 $ 9.45 $ 8.97 $ 10.12
====== ====== ======== =======

Total return 15.32% 16.65% -5.26% 5.35%(3)

Ratios/supplemental data:
Net assets, end of period (thousands) $5,967 $5,170 $1,780 $1,989
Ratio to average net assets of:
Operating expenses 0.65% 0.65% 0.65% 0.65%(2)
Net investment income 8.11% 7.60% 6.64% 6.13%(2)
Portfolio turnover 231% 618% 124% 183%(2)

</TABLE>

(1)Includes reimbursement of operating expenses by investment adviser of
$0.15, $0.40, $0.34 and $0.35, respectively.
(2)Annualized
(3)Not annualized

See Notes to Financial Statements

<PAGE>

PHOENIX MULTI-PORTFOLIO FUND
DIVERSIFIED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
November 30, 1996

1. SIGNIFICANT ACCOUNTING POLICIES

The Phoenix Multi-Portfolio Fund ("the Trust") is organized as a
Massachusetts business trust and is registered under the Investment Company Act
of 1940, as amended, as a diversified, open-end management investment company.
To date, the Trust consists of seven Portfolios: Endowment Equity Portfolio,
Diversified Income Portfolio, Tax-Exempt Bond Portfolio, International
Portfolio, Mid Cap Portfolio (formerly Capital Appreciation Portfolio), Emerging
Markets Bond Portfolio and Real Estate Securities Portfolio. This report only
covers the Diversified Income Portfolio (the "Portfolio"). The Portfolio's
investment objective is to achieve current income through investment primarily
in publicly-traded, investment quality debt securities.

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

A. Security valuation:

Debt securities are valued on the basis of broker quotations or valuations
provided by a pricing service which utilizes information with respect to recent
sales, market transactions in comparable securities, quotations from dealers,
and various relationships between securities in determining value.

B. Security transactions and related income:

Security transactions are recorded on the trade date. Interest income is
recorded on the accrual basis. The Portfolio does not amortize premiums but does
amortize discounts using the effective interest method. Realized gains or losses
are determined on the identified cost basis.

C. Security lending:

The Trust loans securities to qualified brokers through an agreement with
State Street Bank & Trust (the Custodian). Under the terms of the agreement, the
Trust receives collateral with a market value not less than 100% of the market
value of loaned securities. Collateral consists of cash, securities issued or
guaranteed by the U.S. Government or its agencies and the sovereign debt of
foreign countries. Interest earned on the collateral and premiums paid by the
borrower are recorded as income by the Trust net of fees charged by the
Custodian for its services in connection with this securities lending program.
Lending portfolio securities involves a risk of delay in the recovery of the
loaned securities or in the foreclosure on collateral. At November 30, 1996, the
Diversified Income Portfolio had no security loans outstanding.

D. Income taxes:

E. Distributions to shareholders:

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

10
<PAGE>

PHOENIX MULTI-PORTFOLIO FUND
DIVERSIFIED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
November 30, 1996 (Continued)

F. When-Issued and delayed delivery transactions:

Each Portfolio may engage in when-issued or delayed delivery transactions.
The Portfolio records when-issued securities on the trade date and maintains
collateral for the securities purchased. Securities purchased on a when-issued
or delayed delivery basis begin earning interest on the settlement date.

2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS

As compensation for its services to the Trust, the Adviser, Phoenix
Investment Counsel, Inc., an indirect majority-owned subsidiary of Phoenix Home
Life Insurance Company ("PHL") is entitled to a fee, based on an annual rate of
0.50% of the average daily net assets of the Diversified Income Portfolio. The
Adviser has agreed to reimburse the Diversified Income Portfolio to the extent
that expenses exceed 0.65% of the average daily net assets.

PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended November 30, 1996, transfer
agent fees were $18,302 which were all paid to State Street.

3. PURCHASE AND SALE OF SECURITIES

Purchases and sales of securities during the year ended November 30, 1996
(excluding U.S. Government securities and short-term securities) were $7,086,347
and $6,702,415, respectively.

Purchases and sales of U.S. Government securities during the year ended
November 30, 1996 were $5,688,668 and $5,649,135, respectively.

4. OTHER

As of November 30, 1996, all shares of the Diversified Income Portfolio are
owned by PHL.

5. RECLASS OF CAPITAL ACCOUNTS

In accordance with accounting pronouncements, the Portfolio has recorded
several reclassifications in the capital accounts. These reclassifications have
no impact on the net asset value of the Portfolio and are designed generally to
present undistributed income and realized gains on a tax basis which is
considered to be more informative to the shareholder. As of November 30, 1996,
the Portfolio has increased undistributed net investment income by $2,845, and
decreased accumulated net realized gains by $2,845.

6. CAPITAL LOSS CARRYOVERS

For the year ended November 30, 1996, the Portfolio was able to utilize
losses deferred in the prior year against current year capital gains in the
amount of $166,897.

7. PRIVATE PLACEMENTS

At November 30, 1996, the Portfolio held the following security which was a
private placement and represented 2.1% (at market value) of the net assets of
the Portfolio:

Security Acquisition Date Cost
Banco Nacional de Mexico, 7.57%, `00 11/18/96 $124,995

The Portfolio will bear any costs, including those involved in registration
under the Securities Act of 1933, in connection with the disposition of such
securities.

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

11
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

[LOGOTYPE] Price Waterhouse LLP

To the Trustees and Shareholders of
Phoenix Diversified Income Portfolio

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments (except for bond ratings), and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
Phoenix Diversified Income Portfolio (the "Fund") at November 30, 1996, and the
results of its operations, the changes in its net assets and the financial
highlights for each of the periods indicated, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at November 30, 1996 by
correspondence with the custodian and brokers, and the application of
alternative procedures where confirmations from brokers were not received,
provide a reasonable basis for the opinion expressed above.

Boston, Massachusetts
January 15, 1997

12
<PAGE>

PHOENIX DIVERSIFIED INCOME PORTFOLIO
101 Munson Street
Greenfield, MA 01301

Trustees Principal Underwriter
C. Duane Blinn Phoenix Equity Planning Corporation
Robert Chesek 100 Bright Meadow Boulevard
E. Virgil Conway P. O. Box 2200
Harry Dalzell-Payne Enfield, CT 06083-2200
Francis E. Jeffries
Leroy Keith, Jr. Custodian
Philip R. McLoughlin State Street Bank and Trust Company
Everett L. Morris P. O. Box 351
James M. Oates Boston, MA 02101
Calvin J. Pedersen
Philip R. Reynolds Transfer Agent
Herbert Roth, Jr. Phoenix Equity Planning Corporation
Richard E. Segerson 100 Bright Meadow Boulevard
Lowell P. Weicker, Jr. P. O. Box 2200
Enfield, CT 06083-2200
Officers
Philip R. McLoughlin, President Legal Counsel
Michael E. Haylon, Executive Vice Jorden, Burt, Berenson & Johnson LLP
President Suite 400 East
David R. Pepin, Executive Vice President 1025 Thomas Jefferson Street, N.W.
William J. Newman, Senior Vice President Washington, D.C. 20007-0805
David L. Albrycht, Vice President
Curtiss O. Barrows, Vice President Independent Accountants
Matthew Considine, Vice President Price Waterhouse LLP
Jeanne H. Dorey, Vice President 160 Federal Street
Timothy M. Heaney, Vice President Boston, MA 02110
William E. Keen III, Vice President
Peter S. Lannigan, Vice President
David Lui, Vice President
Thomas S. Melvin, Jr., Vice President
William R. Moyer, Vice President
Scott C. Noble, Vice President
Barbara Rubin, Vice President
Leonard J. Saltiel, Vice President
James D. Wehr, Vice President
Nancy G. Curtiss, Treasurer
G. Jeffrey Bohne, Secretary

Investment Adviser
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, CT 06115-0480
<PAGE>

PHOENIX MULTI-PORTFOLIO FUND

PART C--OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Included in Part A: Financial Highlights

Included in Part B: Financial Statements and Notes Thereto, and Report
of Independent Accountants are included in the Annual Report to
Shareholders for the year ended November 30, 1996, incorporated by
reference.

Included in Part C: Consent of Independent Accountants

(b) Exhibits:

1.1 Agreement and Declaration of Trust, previously filed with the Registration
Statement on December 31, 1987 and filed via EDGAR with Post-Effective
Amendment No. 20 and incorporated herein by reference.

1.2 Amendment to Declaration of Trust, filed with Post-Effective Amendment No.
2 on September 1, 1989, and filed via EDGAR with Post-Effective Amendment
No. 20 and incorporated herein by reference.

1.3 Amendment to Declaration of Trust, filed with Post-Effective Amendment No.
8 on April 8, 1993, and filed via EDGAR with Post-Effective Amendment No.
20 and incorporated herein by reference.

1.4 Amendment to Declaration of Trust adding the Phoenix Real Estate
Securities Portfolio, filed with Post-Effective Amendment No. 14 on March
1, 1995, and filed via EDGAR with Post-Effective Amendment No. 20 and
incorporated herein by reference.

1.5 Amendment to Declaration of Trust designating Classes of Shares, filed
with Post-Effective Amendment No. 14 on March 1, 1995, and filed via EDGAR
with Post-Effective Amendment No. 20 and incorporated herein by reference.

1.6 Amendment to Declaration of Trust adding the Phoenix Emerging Markets Bond
Portfolio filed via EDGAR with Post-Effective Amendment No. 17 on August
29, 1995 and incorporated herein by reference.

1.7 Amendment to Declaration of Trust changing the name of the Phoenix
Endowment Fixed-Income Portfolio to Phoenix Diversified Income Portfolio,
filed via EDGAR with Post-Effective Amendment No. 19 on April 19, 1996 and
incorporated herein by reference.

1.9 Amendment to Declaration of Trust dated May 22, 1996 and filed via EDGAR
with Post-Effective Amendment No. 20.

2. Not applicable.

3. Not applicable.

4. Reference is made to Article III of Registrant's Agreement and Declaration
of Trust, as amended, and filed with those Registration Statements
referred to in Exhibit 1, above.

5. Form of Investment Advisory Agreement between the Registrant and Phoenix
Investment Counsel, Inc. covering the Phoenix Tax-Exempt Bond, Phoenix
Capital Appreciation, Phoenix International, Phoenix Endowment Equity and
Phoenix Endowment Fixed Income Portfolios, filed with Post-Effective
Amendment No. 12 on April 1, 1994, and filed via EDGAR with Post-Effective
Amendment No. 20 and incorporated herein by reference.

5.1 Form of Investment Advisory Agreement between Registrant and Phoenix
Realty Securities, Inc. covering the Phoenix Real Estate Securities
Portfolio, filed with Post-Effective Amendment No. 14 on March 1, 1995,
and filed via EDGAR with Post-Effective Amendment No. 20 and incorporated
herein by reference.

5.2 Form of Subadvisory Agreement among the Registrant, Phoenix Realty
Securities, Inc. and ABKB/LaSalle Partners Limited Partnership, filed with
Post-Effective Amendment No. 14 on March 1, 1995, and filed via EDGAR with
Post-Effective Amendment No. 20 and incorporated herein by reference.

C-1

<PAGE>

6.1 Form of Distribution Agreement for Class A shares between the Registrant
and Phoenix Equity Planning Corporation, filed with Post-Effective
Amendment No. 10 on December 13, 1993, and filed via EDGAR with
Post-Effective Amendment No. 20 and incorporated herein by reference.

6.1a Form of Distribution Agreement for Class B shares between Registrant and
Phoenix Equity Planning Corporation, filed with Post-Effective Amendment
No. 10 on December 13, 1993, and filed via EDGAR with Post-Effective
Amendment No. 20 and incorporated herein by reference.

6.2 Form of Sales Agreement between Phoenix Equity Planning Corporation and
dealers, filed with Post-Effective Amendment No. 10 on December 13, 1993,
and filed via EDGAR with Post-Effective Amendment No. 20 and incorporated
herein by reference.

6.3 Form of Broker Agreement, filed with Pre-Effective Amendment No. 1 on May
19, 1988 and incorporated herein by reference.

7. Not applicable.

8.1 Custodian Contract between Registrant and State Street Bank and Trust
Company, filed with Pre-Effective Amendment No. 2 on July 7, 1988 and
incorporated herein by reference.

8.2 Schedule A to Custodian Contract between Registrant and State Street Bank
and Trust Company, filed with Post-Effective Amendment No. 3 on October
30, 1989 and incorporated herein by reference.

8.2a Amendment to Custodian contract between Registrant and State Street Bank
and Trust Company dated October 17, 1996 and filed via EDGAR with
Post-Effective Amendment No. 20.

8.3 Custodian Agreement between Registrant and Brown Brothers Harriman & Co.
covering the Phoenix International Portfolio, filed with Post-Effective
Amendment No. 13 on December 12, 1994 and filed via EDGAR with
Post-Effective Amendment No. 20 and incorporated herein by reference.

9.1 Financial Agent Agreement between Registrant and Phoenix Equity Planning
Corporation, filed with Post-Effective Amendment No. 13 on December 12,
1994 and filed via EDGAR with Post-Effective Amendment No. 20 and
incorporated herein by reference.

9.1a Financial Agent Agreement between Registrant and Phoenix Equity Planning
Corporation dated December 11, 1996 filed via EDGAR with Post-Effective
Amendment No. 20.

9.2 Transfer Agency and Service Agreement between Registrant and Phoenix
Equity Planning Corporation, filed with Post-Effective Amendment No. 13 on
December 12, 1994 and filed via EDGAR with Post-Effective Amendment No.
20 and incorporated herein by reference.

9.3 Sub-Transfer Agency Agreement between Phoenix Equity Planning Corporation
and State Street Bank and Trust Company, filed with Post-Effective
Amendment No. 13 on December 12, 1994 and filed via EDGAR with
Post-Effective Amendment No. 20 and incorporated herein by reference.

10.1 Opinion and Consent of Counsel covering shares of the Phoenix Tax-Exempt
Bond Portfolio, filed with Pre-Effective Amendment No. 2 on July 7, 1988,
and incorporated herein by reference.

10.2 Opinion and Consent of Counsel covering shares of the Phoenix Capital
Appreciation Portfolio and the Phoenix International Portfolio, filed with
Post-Effective Amendment No. 3 on October 30, 1989 and incorporated herein
by reference.

10.3 Opinion and Consent of Counsel covering shares of the Phoenix Endowment
Equity Portfolio and Endowment Fixed-Income Portfolio, filed with
Post-Effective Amendment No. 8 on April 8, 1993, and incorporated herein
by reference.

10.4 Opinion and Consent of Counsel covering shares of the Phoenix Real Estate
Securities Portfolio, filed with Post-Effective Amendment No. 14 on March
1, 1995, and filed via EDGAR with Post-Effective Amendment No. 20 and
incorporated herein by reference.

10.5 Opinion and Consent of Counsel covering shares of the Phoenix Emerging
Markets Bond Portfolio, filed via EDGAR with Post-Effective Amendment No.
17 on August 29, 1995, and incorporated herein by reference.

11. Consent of Independent Accountants, filed herewith.

12. Not applicable.

C-2

<PAGE>

13. Initial Capital Agreement, filed with Pre-Effective Amendment No. 2 July
7, 1988, and incorporated herein by reference.

14.1 Custodial Agreement and supporting documentation and information relating
to Internal Revenue Code Section 403(b) (7) tax sheltered accounts, filed
with Post-Effective Amendment No. 3 on October 30, 1989, and incorporated
herein by reference.

14.2 Custodial Agreement and supporting documentation and information relating
to Individual Retirement Accounts ("IRAs"), filed with Post-Effective
Amendment No. 3 on October 30, 1989, and incorporated herein by reference.

15.1 Class A Shares Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, filed with Post-Effective Amendment No. 10
on December 13, 1993, and filed via EDGAR with Post-Effective Amendment
No. 20 and incorporated herein by reference.

15.1a Class B Shares Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, filed with Post-Effective Amendment No. 10
on December 13, 1993, and filed via EDGAR with Post-Effective Amendment
No. 20 and incorporated herein by reference.

16. Not applicable.

17. Financial Data Schedule filed herewith via EDGAR and reflected on EDGAR as
Exhibit 27.

18.1 Rule 18f-3 Dual Distribution Plan effective March 15, 1996 filed via EDGAR
with Post-Effective Amendment No. 18 on March 1, 1996, and incorporated
herein by reference.

18.2 Rule 18f-3 Dual Distribution Plan effective December 1, 1996 filed via
EDGAR with Post-Effective Amendment No. 20.

19. Powers of Attorney, filed via EDGAR with Post-Effective Amendment No. 20
and Powers of Attorney filed via EDGAR with Post-Effective Amendment No.
19 on April 1, 1996.

Item 25. Persons Controlled by or Under Common Control with Registrant.

None

Item 26. Number of Holders of Securities

The following information is given as of January 31, 1997.

Number of
Title of Class Shareholder Accounts
- -----------------------------------------------------------------------
Shares of Beneficial Interest, $1 par value, Class A 3,693
of the Phoenix Tax-Exempt Bond Portfolio Class B 145

Shares of Beneficial Interest, $1 par value Class A 12,843
of the Phoenix International Portfolio Class B 1,068

Shares of Beneficial Interest, $1 par value, Class A 37,514
of the Phoenix Mid Cap Portfolio Class B 2,160

Shares of Beneficial Interest, $1 par value,
of the Phoenix Endowment Equity Portfolio 7

Shares of Beneficial Interest, $1 par value,
of the Phoenix Diversified Income Portfolio 5

Shares of Beneficial Interest, $1 par value, Class A 1,243
of the Real Estate Securities Portfolio Class B 855

Shares of Beneficial Interest, $1 par value, Class A 1,006
of the Phoenix Emerging Markets Portfolio Class B 567

Item 27. Indemnification

Under the Agreement and Declaration of Trust establishing the Registrant
any present or former Trustee or officer of the Registrant and any person who
serves at the Registrant's request as a director, officer or trustee of another
organization in which the Registrant has any interest as a shareholder, creditor
or otherwise is indemnified against all liabilities incurred in connection with
the defense or disposition of any action, suit or other proceeding in which he
may be or may have been involved as a party or otherwise by reason of being or
having been such a Trustee, officer or director, except with respect to any
matter as to which he shall have been finally adjudicated in any such action,
suit or other proceeding not to have acted in good faith in the reasonable
belief that his action was in or not opposed to the best interest of the
Registrant and with respect to any liability to the Registrant or its
shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

C-3

<PAGE>

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

Item 28. Business and Other Connections of the Investment Adviser

See "Management of the Fund" in the Prospectus and "The Investment Adviser"
in the Statement of Additional Information for information regarding the
business of the Adviser. For information as to the business, profession,
vocation or employment of a substantial nature of directors and officers of the
Adviser, reference is made to the Adviser's current Form ADV (SEC File No.
801-5995 (PIC)) filed under the Investment Advisers Act of 1940, incorporated
herein by reference.

Item 29. Principal Underwriter

(a) Phoenix Equity Planning Corporation ("Equity Planning"), which is
located at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
06083-2200, serves as the principal underwriter of the Registrant's shares.
Equity Planning also acts as principal underwriter for the Phoenix Funds and for
the variable contracts issued by the Phoenix Home Life Variable Accumulation
Account and Phoenix Home Life Variable Universal Life Account.

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

Positions and
Name and Principal Positions and Offices Offices with
Business Address with Distributor Registrant
- ------------------------- --------------------------- -----------------------
Michael E. Haylon Director Executive Vice
56 Prospect St. President
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

David R. Pepin Executive Vice President, Executive Vice
56 Prospect St. Mutual Fund Sales and President
P.O. Box 150480 Operations
Hartford, CT 06115-0480

Leonard J. Saltiel Managing Director, Vice President
100 Bright Meadow Blvd. Operations and Service
P.O. Box 1900
Enfield, CT 06083-1900

Paul A. Atkins Senior Vice President and None
56 Prospect St. Sales Manager
P.O. Box 150480
Hartford, CT 06115-0480

Maris L. Lambergs Senior Vice President, None
100 Bright Meadow Blvd. Insurance and Independent
P.O. Box 1900 Division
Enfield, CT 06083-1900

William R. Moyer Senior Vice President and Vice President
100 Bright Meadow Blvd. Chief Financial Officer
P.O. Box 1900
Enfield, CT 06083-1900

C-4

<PAGE>

Positions and
Name and Principal Positions and Offices Offices with
Business Address with Distributor Registrant
- ------------------------- --------------------------- --------------------
John F. Sharry Managing Director, Mutual None
100 right Meadow Blvd. Fund Distribution
P.O. Box 1900
Enfield, CT 06083-1900

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

Eugene A. Charon Vice President and Controller None
100 Bright Meadow Blvd.
P.O. Box 1900
Enfield, CT 06083-1900

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

William E. Keen III Assistant Vice President, Vice President
100 Bright Meadow Blvd. Mutual Fund Regulation
P.O. Box 1900
Enfield, CT 06083-1900

Elizabeth R. Sadowinski Vice President, None
56 Prospect St. Administration
P.O. Box 150480
Hartford, CT 06115-0480

Thomas N. Steenburg Vice President, Counsel and Assistant
56 Prospect St. Secretary Secretary
P.O. Box 150480
Hartford, CT 06115-0480

(c) Equity Planning received the following commissions or other
compensation from the Registrant during the fiscal year ending November 30,
1996:

<TABLE>
<CAPTION>
Net Underwriting Compensation on
Name of Principal Discounts and Redemption and Brokerage Other
Underwriter Commissions Repurchase Commissions Compensation
- ------------------- ------------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
Equity Planning $165,918 $92,998 $0 $245,491
</TABLE>

Item 30. Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder include Registrant's investment
advisers, Phoenix Investment Counsel, Inc. and Phoenix Realty Securities, Inc.;
Registrant's financial agent, transfer agent and principal underwriter, Phoenix
Equity Planning Corporation; Registrant's dividend disbursing agent, State
Street Bank and Trust Company; and Registrant's custodians, State Street Bank
and Trust Company and Brown Brothers Harriman & Co. (custodian for the Phoenix
International Portfolio). 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 and
Phoenix Realty Securities, Inc. is 38 Prospect Street, Hartford, Connecticut
06115-2520; 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.0. Box 8301, Boston, Massachusetts
02266-8301, Attention: Phoenix Funds; the address of custodian State Street Bank
and Trust Company is P.0. Box 351, Boston, Massachusetts 02101 and the address
for the custodian of the Phoenix International Portfolio is Brown Brothers
Harriman & Co., 40 Water Street, Boston, Massachusetts 02109.

Item 31. Management Services

The information required by this Item is included in the Statement of
Additional Information.

C-5

<PAGE>

Item 32. Undertakings

The information called for by Item 5A of Form N-1A is contained in the
Fund's annual report to shareholders: accordingly, the Fund hereby undertakes to
furnish each person to whom a prospectus is delivered with a copy of the Fund's
latest annual report, upon request and without charge.

The Fund undertakes, if requested to do so by the holders of at least 10%
of the Fund's outstanding shares, to call a meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees and to
assist to communications with other shareholders as required by Section 16(c) of
the Investment Company Act of 1940.

Registrant undertakes to call a special meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees and to
assist in communications with other shareholders, as required by Section 16(c)
of the 1940 Act, if requested to do so by holders of at least 10% of a Series'
outstanding shares.

C-6

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, and State of
Connecticut on the 28th day of March, 1997.

PHOENIX MULTI-PORTFOLIO FUND

ATTEST: /s/ Thomas N. Steenburg By: /s/ Philip R. McLoughlin
------------------------------ -------------------------------
Thomas N. Steenburg Philip R. McLoughlin
Assistant Secretary President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated, on this 28th day of March, 1997.

Signature Title
- ------------------------------------ ----------------------
Trustee
--------------------------------
C. Duane Blinn*

Trustee
--------------------------------
Robert Chesek*

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

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

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

Trustee
--------------------------------
Francies E. Jeffries**

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

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

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

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

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

Trustee
--------------------------------
Philip R. Reynolds*

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

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

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

*By /s/ Philip R. McLoughlin
-----------------------
* Philip R. McLoughlin,
Attorney-in-fact pursuant
to powers of attorney filed
with Post-Effective Amendment No. 19.

**Philip R. McLoughlin,
Attorney-in-fact pursuant
to powers of attorney filed
herewith.

S-1(c)

Exhibit 99.11

CONSENT OF INDEPENDENT ACCOUNTANTS

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 21 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 15, 1997, relating to the financial
statements and financial highlights appearing in the November 30, 1996 Annual
Report to Shareholders of the Endowment Equity Portfolio and the Diversified
Income Portfolio of The Phoenix Multi-Portfolio Fund, which are also
incorporated by reference into the Registration Statement. We also consent to
the reference to us under the heading "Financial Highlights" in the Prospectus
and under the heading "Additional Information-Independent Accountants" in the
Statement of Additional Information.

/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
March 26, 1997

<ARTICLE> 6
<SERIES>
<NUMBER> 04
<NAME> ENDOWMENT EQUITY PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 367
<INVESTMENTS-AT-VALUE> 441
<RECEIVABLES> 15
<ASSETS-OTHER> 69
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 525
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46
<TOTAL-LIABILITIES> 46
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 269
<SHARES-COMMON-STOCK> 36
<SHARES-COMMON-PRIOR> 316
<ACCUMULATED-NII-CURRENT> 2
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 135
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 74
<NET-ASSETS> 480
<DIVIDEND-INCOME> 26
<INTEREST-INCOME> 8
<OTHER-INCOME> 0
<EXPENSES-NET> (21)
<NET-INVESTMENT-INCOME> 13
<REALIZED-GAINS-CURRENT> 794
<APPREC-INCREASE-CURRENT> (375)
<NET-CHANGE-FROM-OPS> 432
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 13
<DISTRIBUTIONS-OF-GAINS> 559
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> (332)
<SHARES-REINVESTED> 51
<NET-CHANGE-IN-ASSETS> (3642)
<ACCUMULATED-NII-PRIOR> 10
<ACCUMULATED-GAINS-PRIOR> 555
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 21
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 124
<AVERAGE-NET-ASSETS> 2781
<PER-SHARE-NAV-BEGIN> 13.03
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> 2.14
<PER-SHARE-DIVIDEND> (0.04)
<PER-SHARE-DISTRIBUTIONS> (1.77)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.42
<EXPENSE-RATIO> 0.77
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 05
<NAME> DIVERSIFIED INCOME PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 5965
<INVESTMENTS-AT-VALUE> 6137
<RECEIVABLES> 334
<ASSETS-OTHER> 104
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6575
<PAYABLE-FOR-SECURITIES> 570
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 38
<TOTAL-LIABILITIES> 608
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5723
<SHARES-COMMON-STOCK> 595
<SHARES-COMMON-PRIOR> 547
<ACCUMULATED-NII-CURRENT> 4
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 68
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 172
<NET-ASSETS> 5967
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 477
<OTHER-INCOME> 0
<EXPENSES-NET> (35)
<NET-INVESTMENT-INCOME> 442
<REALIZED-GAINS-CURRENT> 255
<APPREC-INCREASE-CURRENT> 100
<NET-CHANGE-FROM-OPS> 797
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 452
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> (1)
<SHARES-REINVESTED> 47
<NET-CHANGE-IN-ASSETS> 797
<ACCUMULATED-NII-PRIOR> 10
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (185)
<GROSS-ADVISORY-FEES> 27
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 122
<AVERAGE-NET-ASSETS> 5455
<PER-SHARE-NAV-BEGIN> 9.45
<PER-SHARE-NII> 0.78
<PER-SHARE-GAIN-APPREC> 0.59
<PER-SHARE-DIVIDEND> (0.79)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.03
<EXPENSE-RATIO> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>