PHOENIX MULTI PORTFOLIO FUND, DEFS14A, 1998-09-15

PHOENIX MULTI PORTFOLIO FUND
DEFS14A, 1998-09-15

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12

PHOENIX MULTI-PORTFOLIO FUND
----------------------------
(Name of Registrant as Specified in its Charter)
Thomas N. Steenburg, Esq.
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

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

4) Proposed maximum aggregate value of transaction:

5) Total fee paid: ___________

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

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

<PAGE>

PHOENIX MULTI-PORTFOLIO FUND

101 Munson Street
Greenfield, Massachusetts 01301

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

Notice of Special Meeting of Shareholders
to be Held October 27, 1998

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

To the Shareholders:

A Special Meeting of Shareholders of Phoenix Multi-Portfolio Fund ("the
Trust") will be held in the offices of the Fund, 101 Munson Street, Greenfield,
Massachusetts 01301, on Tuesday, October 27, 1998 at 11:00 a.m. for the
following purposes:

TO BE VOTED UPON ONLY BY SHAREHOLDERS OF PHOENIX INTERNATIONAL PORTFOLIO

(1) To approve or not approve a Subadvisory Agreement in the form attached
to this Proxy Statement as Exhibit A between, Phoenix Investment
Counsel, Inc. and Aberdeen Fund Managers, Inc.; and

TO BE VOTED UPON ONLY BY SHAREHOLDERS OF PHOENIX MID CAP PORTFOLIO

(2) To approve or not approve a Subadvisory Agreement in the form attached
to this Proxy Statement as Exhibit B between Phoenix Investment
Counsel, Inc. and Seneca Capital Management LLC.

These proposals are discussed in detail in the attached Proxy Statement.
The Board of Trustees has fixed August 28, 1998 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.

Whether or not you plan to attend the meeting in person, please vote your
shares by completing, dating and signing the enclosed proxy and returning it
promptly in the postage paid return envelope enclosed for your use. Prompt
return of proxies by shareholders will save the Trust and shareholders the costs
associated with further solicitation. The enclosed proxy is being solicited by
the Board of Trustees of the Trust.

By Order of the Board of Trustees,

G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
September 21, 1998

<PAGE>

PHOENIX MULTI-PORTFOLIO FUND

101 Munson Street
Greenfield, Massachusetts 01301

PROXY STATEMENT

A Special Meeting of Shareholders to be Held on October 27, 1998

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

INTRODUCTION

The enclosed proxy is solicited by the Board of Trustees of Phoenix
Multi-Portfolio Fund (the "Trust") for use at the Special Meeting of
Shareholders to be held on October 27, 1998, and at any adjournment(s) thereof.
Shareholders of record of Phoenix International Portfolio (the "International
Fund") and Phoenix Mid Cap Portfolio (the "Mid Cap Fund") at the close of
business on August 28, 1998 are entitled to notice of and to vote at the meeting
or any adjourned session. (The International Fund and the Mid Cap Fund are each
sometimes referred to as a "Fund", and are sometimes collectively referred to as
the "Funds" in this proxy statement.) As of August 28, 1998, there were issued
and outstanding 11,667,216.488 shares of the International Fund and
15,625,022.341 shares of the Mid Cap Fund, par value $1 per share (the
"Shares"). Each Shareholder will be entitled to one vote for each full Share
(and fractional vote corresponding to any fractional Share) registered in
his/her name on the Trust's books on the record date and not thereafter
repurchased or redeemed by the Trust.

Only shares of Phoenix International Portfolio will be voted on Proposal
1 and only shares of Phoenix Mid Cap Portfolio will be voted on Proposal 2. All
shares represented by duly executed proxies will be voted in accordance with the
specification thereon. If a duly executed proxy does not specify a choice
between approval or disapproval of, or abstention with respect to, any proposal,
the shares represented by the proxy will be voted in favor of the proposal. Any
shareholder executing a proxy has the power to revoke it at any time before it
is exercised by executing and submitting to the Trust a later-dated proxy or
written notice of revocation or by attending the meeting and voting in person.

In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix Investment Counsel, Inc., or its affiliates, and persons
employed for such purpose may solicit proxies personally or by telephone or
telegram. Banks, brokers, fiduciaries and nominees will, upon request, be
reimbursed for their reasonable expenses in sending proxy material to beneficial
owners of Fund shares. The cost of solicitation of proxies will be borne by the
Adviser.

In the event that sufficient votes in favor of either of the items set
forth in the attached Notice of the meeting are not received by the time
scheduled for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods of not more than sixty days
in the aggregate to permit further solicitation of proxies with respect to such
matter. Any such adjournment(s) will require the affirmative vote of a majority
of the shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of such matters. They
will vote against such adjournment those proxies required to be voted against
any such matters.

This Proxy Statement and the enclosed form of proxy are first being
mailed to shareholders on or about September 21, 1998. A copy of the Trust's
most recent annual report and semiannual report will be furnished, without
charge, to any shareholder upon request to Phoenix Equity Planning Corporation,
100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.
Shareholders may also call Phoenix Equity Planning Corporation toll-free at
(800) 243-4361.

<PAGE>

Votes Required

The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Funds is required to constitute a quorum at the
meeting. As used in this Proxy Statement, the term "a majority of the
outstanding shares" means the lesser of (i) 67% of the shares of a Fund present
at the meeting at which more than 50% of the outstanding shares are represented
or (ii) more than 50% of the outstanding shares of a Fund.

If a shareholder abstains from voting as to any matter, then the shares
held by such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on such matter, then the shares covered by such non-vote shall be deemed present
at the meeting for purposes of determining a quorum but shall not be deemed to
be represented at the meeting for purposes of calculating the vote with respect
to such matter.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of August 27, 1998 with
respect to each person who owns of record or is known by the Trust to own of
record or beneficially own 5% or more of any class of the Funds' equity
securities.

Name of Shareholder Class and Fund Number of Shares Percent of Class
- ------------------- -------------- ---------------- ----------------
<S> <C> <C> <C>
Merrill Lynch Pierce Fenner & Smith International Fund
4800 Deer Lake Dr. E Class A 1,046,008.677 9.79%
Jacksonville, FL 32246 Class B 81,519.373 8.16%

Phoenix Charter Oak Trust Co. TTEE International Fund 1,521,313.999 14.24%
Phoenix Home Life Employee Pension Plan Class A
One American Row
Hartford, CT 06103
</TABLE>

At August 27, 1998, the Trustees and officers as a group owned less than
1% of the then outstanding shares of the Funds.

Description of the Investment Adviser

The Funds' investment adviser is Phoenix Investment Counsel, Inc. (the
"Adviser" or "PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480. All
of the outstanding shares of the Adviser are owned by Phoenix Equity Planning
Corporation ("Equity Planning"). All of the outstanding shares of Equity
Planning are owned by Phoenix Investment Partners, Ltd. ("PXP"), formerly known
as Phoenix Duff & Phelps Corporation. A majority of the outstanding shares of
PXP are owned by PM Holdings, Inc. ("Holdings"), a wholly-owned subsidiary of
Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life"). The principal
offices of Phoenix Home Life and Holdings are located at One American Row,
Hartford, Connecticut 06102-5056. The principal office of PXP is located at 56
Prospect Street, Hartford, Connecticut 06115-4080. The principal office of
Equity Planning is located at 100 Bright Meadow Boulevard, P.O. Box 2200,
Enfield, Connecticut 06083-2200.

In addition to the Funds, the Adviser acts as investment adviser for a
number of other mutual funds having a similar investment objective to those of
the Funds. The names of those funds, their size as of June 30, 1998 and the
annual rates of compensation for each is set forth in the table below.
Compensation rates listed are applied to the average of the aggregate daily net
asset value of the named fund.

2
<PAGE>

<TABLE>
<CAPTION>
Rate for
Size of Fund Rate for First Rate for Next Excess Over
FUND (Millions) $1 Billion $1 Billion $2 Billion
- ---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Phoenix Equity Series Fund
Phoenix Growth and Income Fund $104.7 0.75% 0.70% 0.65%

</TABLE>

<TABLE>
<CAPTION>
Rate for
Size of Fund Rate for First Rate for Next Excess Over
FUND (Millions) $1 Billion $1 Billion $2 Billion
- ---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Phoenix Investment Trust 97
Phoenix Small Cap Value Fund $29.5 0.90% 0.85% 0.80%
Phoenix Value Equity Fund $33.5 0.75% 0.70% 0.65%

</TABLE>

<TABLE>
<CAPTION>
Rate for
Size of Fund Rate for First Rate for Next Excess Over
FUND (Millions) $1 Billion $1 Billion $2 Billion
- ---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Phoenix Series Fund
Phoenix Aggressive Growth Fund Series $286.1 0.70% 0.65% 0.60%
Phoenix Growth Fund Series $2,775.2 0.70% 0.65% 0.60%

</TABLE>

Rate for
Size of Fund Rate for First Rate for Next Excess Over
FUND (Millions) $1 Billion $1 Billion $2 Billion
- ---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Phoenix Strategic Equity Series Fund
Phoenix Strategic Theme Fund $139.4 0.75% 0.70% 0.65%

</TABLE>

Rate for
Size of Fund Rate for First Rate for Next Excess Over
FUND (Millions) $1 Billion $1 Billion $2 Billion
- ---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Phoenix Worldwide Opportunities Fund $194.0 0.75% 0.70% 0.65%

</TABLE>

Rate for
Size of Fund Rate for First Excess Over
FUND (Millions) $1 Billion $1 Billion
- ---- ---------- ---------- ----------
<S> <C> <C> <C>
Phoenix Duff & Phelps Institutional Mutual Funds
Phoenix Duff & Phelps Institutional Growth Stock Portfolio $66.0 0.60% 0.55%

</TABLE>

3
<PAGE>

Rate for
Size of Fund Rate for First Rate for Next Excess Over
FUND (Millions) $250,000,000 $250,000,000 $500,000,000
- ---- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
The Phoenix Edge Series Fund
Growth Series $1,710.6 0.70% 0.65% 0.60%
International Series $247.6 0.75% 0.70% 0.65%
Phoenix Growth and Income Series $14.0 0.70% 0.65% 0.60%
Phoenix Value Equity Series $5.1 0.70% 0.65% 0.60%
Phoenix Strategic Theme Series $57.7 0.75% 0.70% 0.65%

</TABLE>

The Adviser also serves as subadviser to SunAmerica Series Trust. As
compensation for its services to the Growth Portfolio of SunAmerica Series
Trust, the Adviser is entitled to a monthly fee at the following annual rates:

Size of Fund Rate for First Rate for Next Rate for Next Rate for Next Rate for Excess
(Millions) $50,000,000 $100,000,000 $150,000,000 $200,000,000 Over $500,000,000
--------- ----------- ------------ ------------ ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
$244.4 0.35% 0.30% 0.25% 0.20% 0.15%

</TABLE>

Note: The Adviser has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract for
the funds listed above.

The Advisory Agreement

PIC acts as investment adviser under an Investment Advisory Agreement
dated January 1, 1994, as amended ("Advisory Agreement") between the Trust and
PIC. Under the Advisory Agreement, PIC is entitled to a fee, payable monthly, at
the annual rate of 0.75% of each Fund's average daily net assets of up to $1
billion, 0.70% of each Fund's average daily net assets from $1 billion to $2
billion and 0.65% of each Fund's average daily net assets in excess of $2
billion.

The Advisory Agreement provides that the Adviser shall furnish
continuously an investment program for the Funds, and shall manage the
investment and reinvestment of the assets of the Funds subject at all times to
the supervision of the Trustees. The Adviser, at its expense, also 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. All costs and expenses (other than those specifically
referred to as being borne by the Adviser) incurred in the operation of the
Trust are borne by the Trust. Such expenses include, but are not 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 full-time employees of the Adviser or
any of its affiliates, expenses of Trustees' and shareholders' meetings,
including the cost of printing and mailing proxies, expenses of insurance
premiums for fidelity and other coverage, expenses of repurchase and redemption
of shares, expenses of issue and sale of shares (to the extent not borne by the
national distributor under its agreement with the Trust), expenses of printing
and mailing stock certificates representing shares of the Trust, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, 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 existing shareholders. Additionally, if authorized by the Trustees,
the Trust will pay for extraordinary expenses and expenses of a non-recurring
nature which may include, but not be limited to, the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Trust is

4
<PAGE>

a party. Each of the Funds 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 each of the respective series of the Trust.

Under the Advisory Agreement, the Adviser has agreed to reimburse the
Trust monthly for the amount, if any, by which the total operating and
management expenses of any series (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 series is
permitted to bear under the most restrictive expense limitation imposed (and not
waived) on open-end investment companies by any state in which shares of such
series are then qualified for sale.

The Advisory Agreement provides 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 Advisory 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.

The Advisory Agreement continues in force from year to year if approved
by vote of a majority of the outstanding voting securities of each series or by
vote of a majority of the Trustees, including the vote of a majority of Trustees
who are not parties to the Advisory Agreement, or "interested persons" (as that
term is defined in the 1940 Act) (the "Disinterested Trustees") of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. The Advisory Agreement will terminate automatically upon its
assignment (within the meaning of said 1940 Act) and may be terminated at any
time, without payment of any penalty, either by the Trustees, or, as to each
series, by a vote of a majority of the outstanding voting securities of such
series or by the Adviser upon sixty (60) days' written notice to the Trust.

The Advisory Agreement was last approved by the shareholders on January
31, 1994. The terms and conditions of the Advisory Agreement have been approved
annually by the Trustees, including a majority of the Disinterested Trustees.

Management of the Adviser

The directors of the Adviser are Michael E. Haylon, Philip R. McLoughlin
and William R. Moyer. The address of these directors is 56 Prospect Street,
Hartford, CT 06115-0480. The principal occupation of each director is that of an
executive officer of PXP. Messrs. Haylon and McLoughlin are directors of PXP.
Mr. McLoughlin also serves as a director of Phoenix Home Life.

Michael E. Haylon, Executive Vice President of the Trust, is President
and a director of the Adviser. Philip R. McLoughlin, Trustee and President of
the Trust, is a director and Chairman of the Adviser. William R. Moyer, Vice
President of the Trust, is a director and Senior Vice President, Chief Financial
Officer and Treasurer of the Adviser. David L. Albrycht, Timothy M. Heaney,
William E. Keen, III, Peter S. Lannigan, Leonard J. Saltiel, Michael Schatt,
Pierre D. Trinque and James D. Wehr officers of the Trust, are also officers of
the Adviser.

Portfolio Transactions and Brokerage

The Trust paid no commissions to any affiliated broker for portfolio
transactions during its most recent fiscal year.

Interest in Certain Transaction

Philip R. McLoughlin, Calvin J. Pedersen and James M. Oates are Trustees
of the Trust and are also directors of PXP. Michael E. Haylon is an executive
officer of the Trust and also a director of PXP. Messrs. Haylon and McLoughlin
are also executive officers of PXP. Francis E. Jeffries is a Trustee of the
Trust and also a shareholder of PXP. By virtue of these individuals'
relationships with the Trust and with PXP, an intermediate parent of the
Adviser, under the proxy

5
<PAGE>

rules they are deemed to have a material interest in the Advisory Agreement.
Pursuant to the Advisory Agreement, PIC received $5.6 million in fees from the
Trust during the fiscal year ended November 30, 1997.

Underwriter and Administrator

Phoenix Equity Planning Corporation, an affiliate of the Adviser, serves
as national distributor of the Trust's shares. For the fiscal year ended
November 30, 1997, Equity Planning was paid $2,114,382 for its services as
national distributor of which $1,620,047 was reallowed to dealers having sales
agreements with Equity Planning. Equity Planning also acts as administrator for
the Trust for which it was paid $541,814 for its services during the Trust's
last fiscal year.

PROPOSALS

PROPOSAL NO. 1: TO APPROVE OR NOT APPROVE A SUBADVISORY AGREEMENT
WITH ABERDEEN FUND MANAGERS, INC.

(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF PHOENIX INTERNATIONAL PORTFOLIO)

At a meeting of the Executive Committee of the Board of Trustees (the
"Committee") held on May 26, 1998, the Adviser presented a proposal under which
Aberdeen Fund Managers, Inc. ("Aberdeen" or "Subadviser") would be engaged as a
subadviser to the Fund. At that meeting, the Committee heard presentations by
representatives of the Adviser regarding personnel changes, including the
departure of the Fund's former portfolio managers, that prompted the Adviser to
consider alternative means to manage the Fund. Based on the Adviser's existing
relationship with Aberdeen through Aberdeen's management of certain other
affiliated mutual funds and on the performance of those funds and others managed
by Aberdeen, the Adviser's management recommended that Aberdeen be retained to
provide the investment program for the Fund. The Adviser would continue its
traditional role of overseeing operations of the Fund, providing compliance,
proxy, corporate governance, registration statement and other similar services,
and would also oversee the investment management performance of the Fund. The
Committee considered that there would be no fee increase to the Fund or its
shareholders as a result of the appointment of the Subadviser, and further
considered the services to be rendered by each of the Adviser and Subadviser
under the proposed arrangement. The Committee concluded that the sharing of
responsibility and fees would be fair, and that the demonstrated experience and
capability of Aberdeen would provide appropriate expertise in the management of
an investment program for the Fund. The Committee voted to recommend to the
Board of Trustees the retention of Aberdeen as subadviser to the Fund. Based on
this recommendation and on information supplied to it, at its meeting on May 27,
1998, the Board of Trustees, including a majority of the Disinterested Trustees,
voted to approve the terms of the proposed Aberdeen Subadvisory Agreement and to
recommend to shareholders the retention of Aberdeen as subadviser to the Fund.

Under the terms of the proposed Aberdeen Subadvisory Agreement (attached
as Exhibit A), the Adviser will delegate to Aberdeen the performance of certain
of its investment management services under the Advisory Agreement.
Additionally, Aberdeen will furnish at its own expense the office facilities and
personnel necessary to perform such services. For its services as subadviser,
the Adviser will pay Aberdeen compensation at the annual rate of 0.375% of the
Fund's average daily net assets up to $1 billion, 0.35% of the Fund's average
daily net assets from $1 billion to $2 billion and 0.325% of the Fund's average
daily net assets in excess of $2 billion.

Aberdeen is authorized under the Aberdeen Subadvisory Agreement to
select brokers and dealers to execute Fund transactions and to select the
markets in which transactions will be executed. Aberdeen is also authorized
under the Aber-

6
<PAGE>

deen Subadvisory Agreement to execute Fund transactions with brokers or dealers
that are "affiliated persons" (as defined in the 1940 Act) of the Trust, PIC or
Aberdeen with the prior written approval of the Trust.

Under the Aberdeen Subadvisory Agreement, Aberdeen is not liable for
actions taken in its best professional judgment, in good faith and believed by
it to be authorized, provided such actions are not in breach of the Fund's
investment objectives, policies and restrictions or the result of willful
misfeasance, bad faith, gross negligence or breach of duty or obligations.

The Aberdeen Subadvisory Agreement will become effective upon its
approval by shareholders and will continue in effect thereafter only so long as
its continuance has been specifically approved at least annually by the
Trustees, including a majority of the Disinterested Trustees.

Information about Aberdeen

Aberdeen has been an investment adviser since 1995 and is a subsidiary
of Aberdeen Asset Management PLC which was established in 1983. As of June 30,
1998, Aberdeen managed in excess of $286 million in assets for institutions.
Aberdeen's principal offices are located at 1 Financial Plaza, Suite 2210,
Nations Bank Tower, Fort Lauderdale, Florida 33394. The address of Aberdeen
Asset Management PLC is 10 Queen's Terrace, Aberdeen, Scotland AB10 1QG. Phoenix
Home Life owns approximately 11% of the outstanding shares of Aberdeen Asset
Management PLC and is not its largest shareholder.

Aberdeen currently serves as subadviser to a number of other funds
having a similar investment objective to that of the Fund. The names of those
funds, their size as of June 30, 1998 and the annual rates of compensation for
each is listed in the table below. Compensation rates listed are applied to the
average of the aggregate daily net asset value of the named fund.

<TABLE>
<CAPTION>
Size of Fund Rate of
FUND (Millions) Compensation
---- ---------- -------------
<S> <C> <C>
Phoenix-Aberdeen Series Fund
Global Small Cap Fund up to $31.8 0.40%
New Asia Fund $ 9.2 0.40%

The Phoenix Edge Series Fund
Aberdeen New Asia Series $ 8.6 0.40%

CoreFunds, Inc.
International Growth Fund $31.7 0.375%
</TABLE>

Note: Aberdeen has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract for
the Funds listed above.

Management of the Subadviser

The names and principal occupations of the directors and executive
officers of Aberdeen are as follows. The address of each, as it relates to his
duties at Aberdeen, is the same as that of Aberdeen.

7
<PAGE>

Name Principal Occupation
- ---- --------------------
<S> <C>
Richard D. Fabricius ...................... Director and director of sales and marketing of Aberdeen
since 1997. Previously Investment Manager of Aberdeen Asset Management
PLC (1994-1997).

Martin Gilbert ............................ Chief Executive of Aberdeen Asset Management PLC since 1992 and
Director and President of Aberdeen since 1995. Chairman of Aberdeen
Asset Management PLC's principal subsidiaries and a director of the
funds in its fund complex. Previously Managing Director (1988-1992)
and Director/Investment Manager (1983-1989) of Aberdeen Asset
Management PLC.

Bev Hendry ................................ Chief Executive Officer, Chief Operating Officer, Vice President
and Director of Aberdeen since 1995. Director of Aberdeen Asset
Management PLC since 1991. Previously Managing Director of Abtrust Unit
Trust Managers Limited (1987-1995).

Gawaine Lewis ............................. Director and Investment Manager of Aberdeen since 1995. Portfolio
Manager of Aberdeen Prolific Latin American Unit Trust, Aberdeen Latin
American Investment Trust PLC, Aberdeen Prolific Emerging Markets Unit
Trust and Aberdeen Emerging Economies Investment Trust PLC since 1995.
Previously Investment Manager of Aberdeen Asset Managers Limited
(1994-1995) and Portfolio Manager of CIM Fund Managers (1991-1994).

James L. Pope ............................. Managing Director of Philadelphia International Investment
Corporation since 1997. Director and Assistant Treasurer of Aberdeen
since 1995.

</TABLE>

RECOMMENDATION

The Trustees have concluded, after review of relevant information, that
the proposed subadvisory services are reasonably worth the full amount of the
fee payable under the proposed Aberdeen Subadvisory Agreement and that the terms
of the Aberdeen Subadvisory Agreement are fair and reasonable. Accordingly, the
Board of Trustees, including a majority of the Disinterested Trustees,
recommends that the shareholders of the International Fund vote to approve the
proposed Aberdeen Subadvisory Agreement.

Voting Requirements

The Trustees recommend that the shareholders approve the Aberdeen
Subadvisory Agreement. Approval of the Aberdeen Subadvisory Agreement is to be
determined by the vote of a majority of the outstanding shares of the
International Fund, voting as a separate class. A majority is constituted by the
lessor of: (a) 67% or more of the voting securities present at such meeting, if
the holders of more than 50% of the outstanding voting securities of such Fund
are present or represented by proxy; or (b) more than 50% of the outstanding
voting securities of such Fund.

THE TRUSTEES RECOMMEND A VOTE "FOR" THE APPROVAL OF THE
PROPOSED ABERDEEN SUBADVISORY AGREEMENT

8
<PAGE>

PROPOSAL NO. 2: TO APPROVE OR NOT APPROVE A SUBADVISORY AGREEMENT WITH
SENECA CAPITAL MANAGEMENT LLC

(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF PHOENIX MID CAP PORTFOLIO)

At a meeting of the Board of Trustees held on June 25, 1998, the Adviser
presented a proposal under which Seneca Capital Management LLC ("Seneca" or
"Subadviser") would be engaged as a subadviser to the Mid Cap Fund. At that
meeting, the Trustees heard presentations by representatives of the Adviser
regarding personnel changes, including the departure of the Fund's former
portfolio manager, that prompted the Adviser to consider alternative means to
manage the Fund. As a result of the Adviser's parent's acquisition of Seneca and
the management by Seneca of various equity mutual funds with investment
objectives similar to those of the Fund, and the exceptional performance of
those funds, Adviser's management recommended that Seneca be retained to provide
the investment program for the Fund. The Adviser would continue its traditional
role of overseeing operations of the Fund, providing compliance, proxy,
corporate governance, registration statement and other similar services, and
would also oversee the investment management performance of the Fund. The Board
considered that there would be no fee increase to the Fund or its shareholders
as a result of the appointment of the Subadviser, and further considered the
services to be rendered by each of the Adviser and Subadviser under the proposed
arrangement. The Board concluded that the sharing of responsibility and fees
would be fair, and that the demonstrated experience and capability of Seneca
would provide appropriate expertise in the management of an investment program
for the Fund.

The Board determined that it was in the best interests of the Mid Cap
Fund and its shareholders to enter into a subadvisory agreement immediately on a
short term basis while shareholders review the longer-term appointment of the
Subadviser. Accordingly, the Trustees, including a majority of the Disinterested
Trustees, voted to approve the terms of the proposed Seneca Subadvisory
Agreement and authorized immediate implementation of such Agreement for a term
extending through and including October 31, 1998, and upon shareholder approval,
through and including December 31, 1998.

While shareholder approval would ordinarily be required for a
subadvisory agreement, it has been determined that such approval is not
necessary as a matter of law in this instance as the Adviser and Subadviser are
under common control. However, since the investment operations of the Adviser
and Subadviser are geographically widely separated and the Adviser does not have
the opportunity for day-to-day review of the Subadviser's decisions, the
Trustees, including a majority of the Disinterested Trustees, also voted to
submit the proposed Seneca Subadvisory Agreement to shareholders and to
recommend that shareholders approve such Agreement.

Under the terms of the Seneca Subadvisory Agreement (attached as
Exhibit B), PIC will delegate the performance of certain investment services
under the Advisory Agreement to Seneca, including implementation of the Fund's
investment program. Seneca will furnish at its own expense the office facilities
and personnel necessary to perform these services. For its services as
subadviser, the Adviser will pay Seneca compensation at the following annual
rates as a percentage of the aggregate daily net asset values of the Fund:

<TABLE>
<CAPTION>
Rate for First Rate for Next Rate for Next Rate for Excess
$342,000,000 $658,000,000 $1 Billion Over $2 Billion
----------- ------------ ---------- ---------------
<S> <C> <C> <C>
0.20% 0.375% 0.35% 0.325%

</TABLE>

Seneca is authorized under the Seneca Subadvisory Agreement to select
brokers and dealers to execute Fund transactions and to select the markets in
which transactions will be executed. Seneca is also authorized under the Seneca
Subadvisory Agreement to execute Fund transactions with brokers or dealers that
are "affiliated persons" (as defined in the 1940 Act) of the Trust, PIC or
Seneca with the prior written approval of the Trust.

9
<PAGE>

Under the Seneca Subadvisory Agreement, Seneca is not liable for
actions taken in its best professional judgment, in good faith and believed by
it to be authorized, provided such actions are not in breach of the Fund's
investment objectives, policies and restrictions or the result of willful
misfeasance, bad faith, gross negligence or breach of duty or obligations.

The Seneca Subadvisory Agreement became effective on June 26, 1998 for
a term through October 31, 1998 and, upon its approval by shareholders, will
extend through December 31, 1998. It will continue in effect thereafter only so
long as its continuance has been specifically approved at least annually by the
Trustees, including a majority of the Disinterested Trustees.

Information about Seneca

Seneca has been (with its predecessor, GMG/Seneca Capital Management,
L.P.) an investment adviser since 1989 and is a California limited liability
company. As of May 31, 1998, Seneca managed in excess of $5.17 billion in assets
for institutions and individuals. Seneca's address is 909 Montgomery Street,
Suite 600, San Francisco, California 94133.

PXP currently holds 74.9% and Ms. Seneca holds in excess of 5%, of the
membership interest in Seneca. By virtue of their ownership of and/or positions
with Seneca LLC, PXP and Ms. Seneca may be deemed "parents" of Seneca within the
meaning of the proxy rules. Ms. Seneca, Ms. Westhoff and Mr. Jacks also hold
certain non-voting interests in Seneca and/or options to purchase shares of PXP.

Seneca currently serves as subadviser to a number of other mutual funds
having a similar investment objective to that of the Fund. The names of those
funds, their size as of June 30, 1998 and the annual rates of compensation for
each is listed in the table below. Compensation rates listed are applied to the
average of the aggregate daily net asset value of the named fund.

<TABLE>
<CAPTION>
Size of Fund Rate of
FUND (Millions) Compensation
---- ---------- -------------
<S> <C> <C>
Phoenix-Seneca Funds
Phoenix-Seneca Growth Fund $56.6 0.35%
Phoenix-Seneca Mid-Cap "EDGE" (sm) Fund $13.8 0.40%

FUND
----

The Phoenix Edge Series Fund
Seneca Mid-Cap Growth Fund $4.5 0.40%

</TABLE>

Rate for
Size of Fund Rate for First Rate for Next Rate for Next Excess Over $2
FUND (Millions) $184,000,000 $816,000,000 $1 Billion Billion
---- ---------- ------------ ------------ ---------- -------
<S> <C> <C> <C> <C> <C>
Phoenix Strategic
Equity Series Fund
Phoenix Equity $202.4 0.20% 0.35% 0.325% 0.30%
Opportunities
Fund

</TABLE>

Note: Seneca has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract for
the Funds listed above.

10
<PAGE>

Management of the Subadviser

The names and principal occupations of the executive officers of Seneca
and each employee or member of Seneca who will be an officer of the Trust, are
as follows. The address of each, as it relates to his or her duties at Seneca,
is the same as that of Seneca.

Name Principal Occupation
- ---- ---------------------
<S> <C>
Gail P. Seneca ............................ Managing General Partner and Chief Executive and Investment
Officer of GMG/Seneca Capital Management L.P. since November 1989.
President and Chief Executive and Investment Officer of Seneca since
June 1996. General Partner of Genesis Merchant Group, L.P. since
January 1990. President and sole shareholder of GenCap, Inc. since July
1994. President and Trustee of the Phoenix-Seneca Funds and portfolio
management team leader of each of the funds.

Sandra J. Westhoff ........................ Chief Administrative Officer of GMG/Seneca Capital
Management L.P. since September 1994. Chief Operating Officer of Seneca
since June 1996. Treasurer of the Phoenix-Seneca Funds.

Ronald K. Jacks ........................... Equity Portfolio Manager of GMG/Seneca Capital Management L.P.
since July 1990 and of Seneca since July 1995. Secretary of the
Phoenix-Seneca Funds and portfolio management team leader of the
Phoenix-Seneca Mid-Cap "EDGE" (sm) Fund.

Richard D. Little ......................... Director of Equities of GMG/Seneca Capital Management L.P.
since December 1989 and of Seneca since July 1996. Portfolio management
team leader of Phoenix-Seneca Growth Fund and Phoenix-Seneca Mid-Cap
"EDGE" (sm) Fund.

Thomas N. Steenburg ....................... Secretary, General Counsel and Compliance Officer of
Seneca since June 1997. Vice President, Secretary and Counsel of PIC,
NS&RC, PXP and Equity Planning since November 1995 and Duff and Phelps
Investment Management Co. since January 1996. Vice President -
Compliance of Phoenix-Aberdeen International Advisers, LLC since May
1996.

</TABLE>

Ms. Seneca, an officer of the Trust, is President and Chief Executive
and Investment Officer of Seneca. Messrs. Jacks, Little and Steenburg, officers
of the Trust, are also officers of Seneca.

RECOMMENDATION

The Trustees have concluded, after review of relevant information, that
the proposed subadvisory services are reasonably worth the full amount of the
fee payable under the proposed Seneca Subadvisory Agreement and that the terms
of the Seneca Subadvisory Agreement are fair and reasonable. Accordingly, the
Board of Trustees, including a majority of the Disinterested Trustees,
recommends that the shareholders of the Mid Cap Fund vote to approve the
proposed Seneca Subadvisory Agreement.

Voting Requirements

The Trustees recommend that the shareholders approve the Seneca
Subadvisory Agreement. Approval of the Seneca Subadvisory Agreement is to be
determined by the vote of a majority of the outstanding shares of the Mid Cap
Fund, voting as a separate class. A majority is constituted by the lessor of:
(a) 67% or more of the voting securities present

11
<PAGE>

at such meeting, if the holders of more than 50% of the outstanding voting
securities of such Fund are present or represented by proxy; or (b) more than
50% of the outstanding voting securities of such Fund.

THE TRUSTEES RECOMMEND A VOTE "FOR" THE APPROVAL
OF THE PROPOSED SENECA SUBADVISORY AGREEMENT

ADDITIONAL INFORMATION

Other Matters

As of the date of this Proxy Statement, the Trust's management knows of
no other matters to be brought before this meeting. However, if any other
matters properly come before this meeting, the persons named in the enclosed
proxy will vote in accordance with their judgment on such matters.

Proposals For Next Meeting Of Shareholders

The next meeting of shareholders is scheduled to be held in 1999.
Proposals by any shareholder of the Fund which are intended to be presented at
the meeting must be received by the Trust for inclusion in its proxy statement
and form of proxy relating to such meeting on or before December 31, 1998.

By Order of the Board of Trustees,

G. Jeffrey Bohne, Secretary

Greenfield, Massachusetts
September 21, 1998

<PAGE>

EXHIBIT A
---------
PHOENIX MULTI-PORTFOLIO FUND
SUBADVISORY AGREEMENT
---------------------

October ___, 1998

Aberdeen Fund Managers, Inc.
1 Financial Plaza, Suite 2210
Nations Bank Tower
Fort Lauderdale, FL 33394

RE: Subadvisory Agreement

Gentlemen:

Phoenix Multi-Portfolio Fund (the "Trust") is a diversified open-end investment
company of the series type registered under the Investment Company Act of 1940
(the "Act"), and is subject to the rules and regulations promulgated thereunder.
The shares of the Trust are offered or may be offered in several series,
including the Phoenix International Portfolio (hereafter referred to as the
"Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
advisers for the Series and is responsible for the day-to-day management of the
Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Aberdeen Fund Managers, Inc. (the "Subadviser") as a subadviser
to invest and reinvest the assets of the Series on the terms and
conditions set forth herein. The services of the Subadviser hereunder
are not to be deemed exclusive; the Subadviser may render services to
others and engage in other activities which do not conflict in any
material manner in the Subadviser's performance hereunder.

2. Acceptance of Employment; Standard of Performance. The Subadviser
accepts its employment as a subadviser to the Adviser and agrees to use
its best professional judgment to make investment decisions for the
Series in accordance with the provisions of this Agreement.

3. Services of Subadviser. The Subadviser shall provide the services set
forth herein and in Schedule A attached hereto and made a part hereof.
In providing management services to the Series, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust as they apply to the Series and as set forth in the Trust's then
current Prospectus and Statement of Additional Information (as the same
may be modified from time to time), to the Trust's Agreement and
Declaration of Trust, to the investment and other restrictions set
forth in the Act, the Securities Act of 1933 and the Internal Revenue
Code and the rules and regulations thereunder, and to the supervision
and control of the Trustees of the Trust (the "Trustees"). The
Subadviser shall not, without the Adviser's prior approval, effect any
transactions which would cause the Series at the time of the
transaction to be out of compliance with any of such restrictions or
policies.

4. Expenses. The Subadviser shall furnish at its own expense, or pay the
expenses of the Adviser, for the following:

(a) Office facilities, including office space, furniture and
equipment utilized by its employees, in the fulfillment
of Subadviser's responsibilities hereunder;

(b) Personnel necessary to perform the functions required to
manage the investment and reinvestment of each Series'
assets (including those required for research,
statistical and investment work), and to fulfill the
other functions of the Subadviser hereunder;

(c) Personnel to serve without salaries for the Trust as
officers or agents of the Trust. The Subadviser need not
provide personnel to perform, or pay the expenses of the
Adviser for, services customarily performed for an
open-end management investment company by its national
distributor, custodian, financial agent, transfer agent,
auditors and legal counsel; and

<PAGE>

(d) Compensation and expenses, if any, of the Trustees who
are also full-time employees of the Subadviser.

5. Transaction Procedures. All transactions for the Series will be
consummated by payment to, or delivery by, the Custodian(s) from time
to time designated by the Trust (the "Custodian"), or such depositories
or agents as may be designated by the Custodian pursuant to its
agreement with the Trust (the "Custodian Agreement"), of all cash
and/or securities due to or from the Series. The Subadviser shall not
have possession or custody of such cash and/or securities or any
responsibility or liability with respect to such custody. The
Subadviser shall advise the Custodian and confirm in writing to the
Trust all investment orders for the Series placed by it with brokers
and dealers at the time and in the manner set forth in the Custodian
Agreement and in Schedule B hereto (as amended from time to time). The
Trust shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction
initiated by the Subadviser. The Trust shall be responsible for all
custodial arrangements and the payment of all custodial charges and
fees, and, upon giving proper instructions to the Custodian, the
Subadviser shall have no responsibility or liability with respect to
custodial arrangements or the acts, omissions or other conduct of the
Custodian.

6. Allocation of Brokerage. The Subadviser shall have authority and
discretion to select brokers and dealers to execute Series transactions
initiated by the Subadviser, and to select the markets on or in which
the transactions will be executed.

A. In placing orders for the sale and purchase of Series securities for
the Trust, the Subadviser's primary responsibility shall be to seek the
best execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive
bids for each transaction or to seek the lowest available commission
cost to the Trust, so long as the Subadviser reasonably believes that
the broker or dealer selected by it can be expected to obtain "best
execution" on the particular transaction and determines in good faith
that the commission cost is reasonable in relation to the value of the
brokerage and research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer to
the Subadviser, viewed in terms of either that particular transaction
or of the Subadviser's overall responsibilities with respect to its
clients, including the Trust, as to which the Subadviser exercises
investment discretion, notwithstanding that the Trust may not be the
direct or exclusive beneficiary of any such services or that another
broker may be willing to charge the Trust a lower commission on the
particular transaction.

B. Subject to the requirements of paragraph A above, the Adviser shall
have the right to require that transactions giving rise to brokerage
commissions, in an amount to be agreed upon by the Adviser and the
Subadviser, shall be executed by brokers and dealers that provide
brokerage or research services to the Trust or that will be of value to
the Trust in the management of its assets, which services and
relationship may, but need not, be of direct or exclusive benefit to
the Series. In addition, subject to paragraph A above, the applicable
Conduct Rules of the National Association of Securities Dealers, Inc.
and other applicable law, the Trust shall have the right to request
that transactions be executed by brokers and dealers by or through whom
sales of shares of the Trust are made.

C. The Subadviser shall not execute any transactions for the Series
with a broker or dealer that is an "affiliated person" (as defined in
the Act) of the Trust, the Subadviser or the Adviser without the prior
written approval of the Trust.

7. Fees for Services. The compensation of the Subadviser for its services
under this Agreement shall be calculated and paid by the Adviser in
accordance with the attached Schedule C. Pursuant to the Investment
Advisory Agreement between the Trust and the Adviser, the Adviser is
solely responsible for the payment of fees to the Subadviser.

2
<PAGE>

policies and restrictions applicable to the Series and that such acts
or omissions shall not have resulted from the Subadviser's willful
misfeasance, bad faith or gross negligence, a violation of the standard
of care established by and applicable to the Subadviser in its actions
under this Agreement or a breach of its duty or of its obligations
hereunder (provided, however, that the foregoing shall not be construed
to protect the Subadviser from liability under the Act, other federal
or state securities laws or common law).

9. Confidentiality. Subject to the duty of the Subadviser to comply with
applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Series and the actions
of the Subadviser and the Trust in respect thereof.

10. Assignment. This Agreement shall terminate automatically in the event
of its assignment, as that term is defined in Section 2(a)(4) of the
Act. The Subadviser shall notify the Adviser in writing sufficiently in
advance of any proposed change of control, as defined in Section
2(a)(9) of the Act, as will enable the Adviser to consider whether an
assignment as defined in Section 2(a)(4) of the Act will occur and to
take the steps it deems necessary.

11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:

A. It is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of
the Trust, in the manner required or permitted by the Act and
the Rules thereunder, the records identified in Schedule D (as
amended from time to time). The Subadviser agrees that such
records are the property of the Trust, and will be surrendered
to the Trust or to the Adviser as agent of the Trust promptly
upon request of either.

C. It has a written code of ethics complying with the
requirements of Rule 17j-l under the Act and will provide the
Adviser with a copy of the code of ethics and evidence of its
adoption. Subadviser acknowledges receipt of the written code
of ethics adopted by and on behalf of the Trust (the "Code of
Ethics"). Within 10 days of the end of each calendar quarter
while this Agreement is in effect, a duly authorized
compliance officer of the Subadviser shall certify to the
Trust and to the Adviser that the Subadviser has complied with
the requirements of Rule 17j-l during the previous calendar
quarter and that there has been no violation of its code of
ethics, or the Code of Ethics, or if such a violation has
occurred, that appropriate action was taken in response to
such violation. The Subadviser shall permit the Trust and
Adviser to examine the reports required to be made by the
Subadviser under Rule 17j-l(c)(1) and this subparagraph.

D. Reference is hereby made to the Declaration of Trust dated
October 15, 1987, establishing the Trust, a copy of which has
been filed with the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter so filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere
as required by law. The name Phoenix Multi-Portfolio Fund
refers to the Trustees under said Declaration of Trust, as
Trustees and not personally, and no Trustee, shareholder,
officer, agent or employee of the Trust shall be held to any
personal liability in connection with the affairs of the
Trust; only the trust estate under said Declaration of Trust
is liable. Without limiting the generality of the foregoing,
neither the Subadviser nor any of its officers, directors,
partners, shareholders or employees shall, under any
circumstances, have recourse or cause or willingly permit
recourse to be had directly or indirectly to any personal,
statutory, or other liability of any shareholder, Trustee,
officer, agent or employee of the Trust or of any successor of
the Trust, whether such liability now exists or is hereafter
incurred for claims against the trust estate.

12. Amendment. This Agreement may be amended at any time, but only by
written agreement between the Subadviser and the Adviser, which
amendment, other than amendments to Schedules B and D, is subject to
the approval of the Trustees and the Shareholders of the Trust as and
to the extent required by the Act.

<PAGE>

13. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and
effect until December 31, 1999, and thereafter only so long as its
continuance has been specifically approved at least annually by the
Trustees in accordance with Section 15(a) of the Act, and by the
majority vote of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.

14. Termination. This Agreement may be terminated by either party, without
penalty, immediately upon written notice to the other party in the
event of a breach of any provision thereof by the party so notified, or
otherwise, upon sixty (60) days' written notice to the other party, but
any such termination shall not affect the status, obligations or
liabilities of either party hereto to the other party.

15. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the Commonwealth of Massachusetts.

16. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the
remainder of this Agreement shall not be affected thereby, and each and
every term and condition of this Agreement shall be valid and enforced
to the fullest extent permitted by law.

PHOENIX INVESTMENT COUNSEL, INC.

By:
----------------------------
Michael E. Haylon
President

ACCEPTED:

ABERDEEN FUND MANAGERS, INC.

By: ---------------------------------
Bev Hendry
Chief Executive Officer, Chief Operating
Officer and Vice President

SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements

<PAGE>

SCHEDULE A
----------

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series
assets, the Subadviser shall provide, at its own expense:

(a) An investment program for the Series consistent with its
investment objectives based upon the development, review and
adjustment of buy/sell strategies approved from time to time
by the Board of Trustees and Adviser;

(b) Implementation of the investment program for the Series based
upon the foregoing criteria;

(c) Quarterly reports, in form and substance acceptable to the
Adviser, with respect to: i) compliance with the Code of
Ethics and the Subadviser's code of ethics; ii) compliance
with procedures adopted from time to time by the Trustees of
the Trust relative to securities eligible for resale under
Rule 144A under the Securities Act of 1933, as amended; iii)
diversification of Series assets in accordance with the then
prevailing prospectus and statement of additional information
pertaining to the Series and governing laws; iv) compliance
with governing restrictions relating to the fair valuation of
securities for which market quotations are not readily
available or considered "illiquid" for the purposes of
complying with the Series limitation on acquisition of
illiquid securities; v) any and all other reports reasonably
requested in accordance with or described in this Agreement;
and, vi) the implementation of the Series investment program,
including, without limitation, analysis of Series performance;

(d) Attendance by appropriate representatives of the Subadviser at
meetings requested by the Adviser or Trustees at such time(s)
and location(s) as reasonably requested by the Adviser or
Trustees; and

(e) Participation, overall assistance and support in marketing the
Series, including, without limitation, meetings with pension
fund representatives, broker/dealers who have a sales
agreement with Phoenix Equity Planning Corporation, and other
parties requested by the Adviser.

<PAGE>

SCHEDULE B
----------

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a
flow of information to be supplied to Brown Brothers Harriman & Co. (the
"Custodian"), the custodian for the Trust.

The Subadviser must furnish the Custodian with daily information as to
executed trades, or, if no trades are executed, with a report to that effect, no
later than 5 p.m. (Eastern Standard time) on the day of the trade (confirmation
received from broker). The necessary information can be sent via facsimile
machine to the Custodian. Information provided to the Custodian shall include
the following:

1. Purchase or sale;

2. Security name;

3. CUSIP number (if applicable);

4. Number of shares and sales price per share;

5. Executing broker;

6. Settlement agent;

7. Trade date;

8. Settlement date;

9. Aggregate commission or if a net trade;

10. Interest purchased or sold from interest bearing security;

11. Other fees;

12. Net proceeds of the transaction;

13. Exchange where trade was executed; and

14. Identified tax lot (if applicable).

When opening accounts with brokers for, and in the name of, the Trust,
the account must be a cash account. No margin accounts are to be maintained in
the name of the Trust. Delivery instructions are as specified by the Custodian.
The Custodian will supply the Subadviser daily with a cash availability report.
This will normally be done by telex so that the Subadviser will know the amount
available for investment purposes.

<PAGE>

SCHEDULE C
----------

SUBADVISORY FEE

For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.375% of the average daily net
assets of the Phoenix International Fund up to $1 billion, 0.35% of such value
between $1 billion and $2 billion, and 0.325% of such value in excess of $2
billion. The fees shall be prorated for any month during which this agreement is
in effect for only a portion of the month. In computing the fee to be paid to
the Subadviser, the net asset value of the Trust and each Series shall be valued
as set forth in the then current registration statement of the Trust.

<PAGE>

SCHEDULE D
----------

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other
series purchases and sales, given by the Subadviser on behalf of the
Trust for, or in connection with, the purchase or sale of securities,
whether executed or unexecuted. Such records shall include:

A. The name of the broker;
B. The terms and conditions of the order and of any modifications
or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the
Trust.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases upon which the allocation of orders for the purchase and
sale of series securities to named broker or dealers was effected, and
the division of brokerage commissions or other compensation on such
purchase and sale orders. Such record:

A. Shall include the consideration given to:
(i) The sale of shares of the Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or
dealers to:
(a) The Trust,
(b) The Adviser (Phoenix Investment Counsel, Inc.)
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made
available.
C. Shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation.
D. The name of the person responsible for making the
determination of such allocation and such division of
brokerage commissions or other compensation.

3. (Rule 3la-(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of series securities. Where an authorization is made
by a committee or group, a record shall be kept of the names of its
members who participate in the authorization. There shall be retained
as part of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of series securities and
such other information as is appropriate to support the authorization.*

4. (Rule 31a-1(f)) Such accounts, books and other documents as are
required to be maintained by registered investment advisers by rule
adopted under Section 204 of the Investment Advisers Act of 1940, to
the extent such records are necessary or appropriate to record the
Subadviser's transactions for the Trust.

- --------
* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal reports
or subadviser review.

8
<PAGE>

EXHIBIT B
---------
PHOENIX MULTI-PORTFOLIO FUND
SUBADVISORY AGREEMENT
---------------------

June 26, 1998

Seneca Capital Management LLC
909 Montgomery Street
San Francisco, California 94133

RE: Subadvisory Agreement

Gentlemen:

Phoenix Multi-Portfolio Fund (the "Trust") is a diversified open-end investment
company of the series type registered under the Investment Company Act of 1940
(the "Act"), and is subject to the rules and regulations promulgated thereunder.
The shares of the Trust are offered or may be offered in several series,
including the Phoenix Mid Cap Portfolio (hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
advisers for the Series and is responsible for the day-to-day management of the
Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Seneca Capital Management LLC (the "Subadviser") as a
subadviser to invest and reinvest the assets of the Series on the terms
and conditions set forth herein. The services of the Subadviser
hereunder are not to be deemed exclusive; the Subadviser may render
services to others and engage in other activities which do not conflict
in any material manner in the Subadviser's performance hereunder.

3. Services of Subadviser. The Subadviser shall provide the services set
forth herein and in Schedule A attached hereto and made a part hereof.
In providing management services to the Series, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust as they apply to the Series and as set forth in the Trust's then
current Prospectus and Statement of Additional Information (as the same
may be modified from time to time), and to the Trust's Agreement and
Declaration of Trust, to the investment and other restrictions set
forth in the Act, the Securities Act of 1933 and the Internal Revenue
Code and the rules and regulations thereunder, and to the supervision
and control of the Trustees of the Trust (the "Trustees"). The
Subadviser shall not, without the Adviser's prior approval, effect any
transactions which would cause the Series at the time of the
transaction to be out of compliance with any of such restrictions or
policies.

4. Expenses. The Subadviser shall furnish at its own expense, or pay the
expenses of the Adviser, for the following:

(a) Office facilities, including office space, furniture and
equipment utilized by its employees, in the fulfillment
of Subadviser's responsibilities hereunder;

<PAGE>

(d) Compensation and expenses, if any, of the Trustees who
are also full-time employees of the Subadviser.

A. In placing orders for the sale and purchase of Series securities for
the Trust, the Subadviser's primary responsibility shall be to seek the
best execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive
bids for each transaction or to seek the lowest available commission
cost to the Trust, so long as the Subadviser reasonably believes that
the broker or dealer selected by it can be expected to obtain "best
execution" on the particular transaction and determines in good faith
that the commission cost is reasonable in relation to the value of the
brokerage and research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer to
the Subadviser, viewed in terms of either that particular transaction
or of the Subadviser's overall responsibilities with respect to its
clients, including the Trust, as to which the Subadviser exercises
investment discretion, notwithstanding that the Trust may not be
the direct or exclusive beneficiary of any such services or that
another broker may be willing to charge the Trust a lower commission on
the particular transaction.

2
<PAGE>

8. Limitation of Liability. The Subadviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its best
professional judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement, or in accordance with specific directions or
instructions from the Trust, provided, however, that such acts or
omissions shall not have constituted a breach of the investment
objectives, policies and restrictions applicable to the Series and that
such acts or omissions shall not have resulted from the Subadviser's
willful misfeasance, bad faith or gross negligence, a violation of the
standard of care established by and applicable to the Subadviser in its
actions under this Agreement or a breach of its duty or of its
obligations hereunder (provided, however, that the foregoing shall not
be construed to protect the Subadviser from liability under the Act,
other federal or state securities laws or common law).

11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:

A. It is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act").

<PAGE>

Without limiting the generality of the foregoing, neither the
Subadviser nor any of its officers, directors, partners,
shareholders or employees shall, under any circumstances, have
recourse or cause or willingly permit recourse to be had
directly or indirectly to any personal, statutory, or other
liability of any shareholder, Trustee, officer, agent or
employee of the Trust or of any successor of the Trust,
whether such liability now exists or is hereafter incurred for
claims against the trust estate.

13. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and
effect until October 31, 1998, and thereafter only so long as its
continuance has been specifically approved at least annually by the
Trustees in accordance with Section 15(a) of the Act, and by the
majority vote of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.

PHOENIX INVESTMENT COUNSEL, INC.

By: /s/ Michael E. Haylon
---------------------------
Michael E. Haylon
President

ACCEPTED:

SENECA CAPITAL MANAGEMENT LLC

By: /s/ Sandra J. Westhoff
---------------------------------
Sandra J. Westhoff
Chief Operating Officer

SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements

<PAGE>

SCHEDULE A
----------

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series
assets, the Subadviser shall provide, at its own expense:

(b) Implementation of the investment program for the Series based
upon the foregoing criteria;

<PAGE>

SCHEDULE B
----------

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a
flow of information to be supplied to State Street Bank and Trust Company (the
"Custodian"), the custodian for the Trust.

1. Purchase or sale;

2. Security name;

3. CUSIP number (if applicable);

4. Number of shares and sales price per share;

5. Executing broker;

6. Settlement agent;

7. Trade date;

8. Settlement date;

9. Aggregate commission or if a net trade;

10. Interest purchased or sold from interest bearing security;

11. Other fees;

12. Net proceeds of the transaction;

13. Exchange where trade was executed; and

14. Identified tax lot (if applicable).

<PAGE>

SCHEDULE C
----------

SUBADVISORY FEE

For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.20% of the average daily net
assets of the Phoenix Mid Cap Portfolio up to $342 million, 0.375% of such value
between $342 million and $1 billion, 0.35% of such value between $1 billion and
$2 billion, and 0.325% of such value in excess of $2 billion. The fees shall be
prorated for any month during which this agreement is in effect for only a
portion of the month. In computing the fee to be paid to the Subadviser, the net
asset value of the Trust and each Series shall be valued as set forth in the
then current registration statement of the Trust.

<PAGE>

SCHEDULE D
----------

RECORDS TO BE MAINTAINED BY THE SUBADVISER

8
<PAGE>

PHOENIX MULTI-PORTFOLIO FUND

101 Munson Street
Greenfield, Massachusetts 01301

Proxy for a Special Meeting of Shareholders

PROXY

The undersigned shareholder of Phoenix Multi-Portfolio Fund (the
"Trust"), revoking any and all previous proxies heretofore given for shares of
the Trust held by the undersigned, hereby constitutes and appoints Philip R.
McLoughlin, Thomas N. Steenburg and William E. Keen, III, and any and each of
them, proxies and attorneys of the undersigned, with power of substitution to
each, for and in the name of the undersigned to vote and act upon all matters
(unless and except as expressly limited below) at the Special Meeting of
Shareholders of the Trust to be held on October 27, 1998 at the offices of the
Trust, 101 Munson Street, Greenfield, Massachusetts, and at any and all
adjournments thereof, with respect to all shares of the Trust for which the
undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act, with all the
powers the undersigned would possess if personally present and to vote with
respect to specific matters as set forth below.

To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope.

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

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

<PAGE>

|X| Please mark votes as in this Example.

- -----------------------------------
PHOENIX MULTI-PORTFOLIO FUND
- -----------------------------------

PROPOSAL 1.
TO APPROVE A SUBADVISORY AGREEMENT WITH
ABERDEEN FUND MANAGERS, INC.

|_| FOR |_| AGAINST |_| ABSTAIN

PROPOSAL 2.
TO APPROVE A SUBADVISORY AGREEMENT WITH
SENECA CAPITAL MANAGEMENT LLC

|_| FOR |_| AGAINST |_| ABSTAIN

------------------------
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------- ------------------------

Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------

NOTE: Please sign exactly as your name appears hereon. If shares are registered
in more than one name, all registered shareholders should sign this proxy; but
if one shareholder signs, this signature binds the other shareholder. When
signing as an attorney, executor, administrator, agent, trustee, guardian, or
custodian for a minor, please give full title as such. If a corporation, please
sign in full corporate name by an authorized person. If a partnership, please
sign in partnership name by an authorized person.

This proxy may be revoked by the shareholder(s) at any time prior to the Special
Meeting of Shareholders.

RECORD DATE SHARES: