PHOENIX MULTI PORTFOLIO FUND, DEFS14A, 2000-09-22

PHOENIX MULTI PORTFOLIO FUND
DEFS14A, 2000-09-22

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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 ss. 240.14a-11(c) or ss.
240.14a-12

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

(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
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>

<TABLE>
<CAPTION>
<S> <C> <C>
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield, MA 01301
</TABLE>

[LOGO] PHOENIX
INVESTMENT PARTNERS

September 29, 2000

Dear Shareholder:

We are pleased to enclose the proxy statement for the November 16, 2000
special shareholders' meeting being held for the Phoenix-Aberdeen International
Fund, Phoenix-Duff & Phelps Real Estate Securities Fund, Phoenix-Goodwin
Emerging Markets Bond Fund, Phoenix-Goodwin Tax-Exempt Bond Fund and
Phoenix-Seneca Tax Sensitive Growth Fund. Please take the time to read the proxy
statement and cast your vote, because the changes are important to you as a
shareholder.

We are asking shareholders to approve a tax-free reorganization of each
Fund into a series of a Delaware business trust and to approve changes to each
Fund's fundamental investment restrictions. This is part of our effort to
integrate all of our mutual funds by adopting a single business form, domicile,
form of charter and set of fundamental investment restrictions. The
reorganization will not change the name, investment objective, investment
adviser or portfolio manager for any of the Funds, and the value of your
investment immediately after the reorganization will be the same as it was
immediately before the reorganization. We do not presently anticipate that these
changes will have any material impact on the investment techniques already
utilized for each Fund.

Your Board of Trustees believes that the proposed reorganization and
changes in the fundamental investment restrictions are in the best interests of
shareholders. The Board of Trustees has unanimously recommended that
shareholders for each of the Funds vote for the reorganization and changes in
the fundamental investment restrictions. Should you have any questions, please
feel free to call us at 1 (800) 243-1574. We will be happy to answer any
questions you may have.

I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.

Sincerely,

/s/ Philip R. McLoughlin

Philip R. McLoughlin
President, Phoenix Multi-Portfolio Fund

This letter has been prepared solely for the information of existing
shareholders. This letter is not authorized for distribution to
prospective investors.

Distributed by PHOENIX EQUITY PLANNING CORPORATION, member NASD and subsidiary
of Phoenix Investment Partners, Ltd.
<PAGE>

PHOENIX-ABERDEEN INTERNATIONAL FUND
PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES FUND
PHOENIX-GOODWIN EMERGING MARKETS BOND FUND
PHOENIX-GOODWIN TAX-EXEMPT BOND FUND
PHOENIX-SENECA TAX SENSITIVE GROWTH FUND

EACH A SERIES OF PHOENIX MULTI-PORTFOLIO FUND

101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 243-1574

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 2000

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

To the Shareholders:

Phoenix Multi-Portfolio Fund, a Massachusetts business trust (the "Trust"),
will hold a special meeting of shareholders of Phoenix-Aberdeen International
Fund (the "International Fund"), Phoenix-Duff & Phelps Real Estate Securities
Fund (the "Real Estate Fund"), Phoenix-Goodwin Emerging Markets Bond Fund (the
"Emerging Markets Fund"), Phoenix-Goodwin Tax-Exempt Bond Fund (the "Bond
Fund"), Phoenix-Seneca Tax Sensitive Growth Fund (the "Tax Sensitive Growth
Fund") (collectively, the "Funds," and each individually, a "Fund") at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts 01301 on
November 16, 2000 at 2:00 p.m., local time, for the following purposes:

1. To consider and act upon a proposal to approve an Agreement and Plan
of Reorganization which provides for the reorganization of the Trust
into a Delaware business trust.

2. To amend the fundamental investment restriction for each of the Funds,
except the Tax Sensitive Growth Fund, regarding diversification.

3. To amend the fundamental investment restriction for the Tax Sensitive
Growth Fund regarding diversification.

4. To amend the fundamental investment restriction for each of the Funds
regarding concentration.

5. To amend the fundamental investment restriction for each of the Funds
regarding borrowing.

6. To amend the fundamental investment restriction for each of the Funds
regarding the issuance of senior securities.

7. To amend the fundamental investment restriction for each of the Funds
regarding underwriting.

8. To amend the fundamental investment restriction for each of the Funds
regarding investing in real estate.

9. To amend the fundamental investment restriction for each of the Funds
regarding investing in commodities.

10. To amend the fundamental investment restriction for each of the Funds
regarding lending.

11. To eliminate the fundamental investment restriction for each of the
Funds regarding the purchase of restricted securities.

12. To eliminate the fundamental investment restriction for each of the
Funds regarding short sales.

13. To eliminate the fundamental investment restriction for each of the
Funds regarding the purchase of securities on margin.

14. To eliminate the fundamental investment restriction for each of the
Funds regarding officer or trustee ownership of securities.
<PAGE>

15. To eliminate the fundamental investment restriction for each of the
Funds regarding the purchase of securities of other investment
companies.

16. To eliminate the fundamental investment restriction for each of the
Funds regarding investing in oil, gas or other mineral exploration or
development programs.

17. To eliminate the fundamental investment restriction for each of the
Funds regarding writing, purchasing or selling puts and calls.

18. To eliminate the fundamental investment restriction for each of the
Funds regarding investing in warrants or rights.

19. To eliminate the fundamental investment restriction for each of the
Funds, except the Tax Sensitive Growth Fund, regarding purchases of
securities of unseasoned issuers.

20. To consider and act upon any other business as may properly come
before the meeting and any adjournments thereof.

You are entitled to vote at the meeting and any adjournment(s) thereof if
you owned shares of any of the Funds at the close of business on September 18,
2000.

Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:

o by telephone, with a toll-free call to the number listed on the
enclosed proxy card and following recorded instructions;

o by mail, with the enclosed proxy card and postage-paid envelope;
or

o in person at the meeting.

We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.

PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. YOUR
VOTE IS IMPORTANT.

By Order of the Board of Trustees
of Phoenix Multi-Portfolio Fund,

G. JEFFREY BOHNE
Secretary
<PAGE>

PHOENIX-ABERDEEN INTERNATIONAL FUND
PHOENIX-DUFF AND PHELPS REAL ESTATE SECURITIES FUND
PHOENIX-GOODWIN EMERGING MARKETS BOND FUND
PHOENIX-GOODWIN TAX-EXEMPT BOND FUND
PHOENIX-SENECA TAX SENSITIVE GROWTH FUND

EACH A SERIES OF PHOENIX MULTI-PORTFOLIO FUND
--------------------

PROXY STATEMENT
--------------------

MEETING OF SHAREHOLDERS

This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix Multi-Portfolio Fund (the "Trust") of
proxies to be used at a meeting of the shareholders of Phoenix-Aberdeen
International Fund (the "International Fund"), Phoenix-Duff & Phelps Real Estate
Securities Fund (the "Real Estate Fund"), Phoenix-Goodwin Emerging Markets Bond
Fund (the "Emerging Markets Fund"), Phoenix-Goodwin Tax-Exempt Bond Fund (the
"Bond Fund") and Phoenix-Seneca Tax Sensitive Growth Fund (the "Tax Sensitive
Growth Fund") (collectively, the "Funds," and each individually, a "Fund") and
at any adjournment(s) thereof. The meeting will be held at the offices of the
Trust, 101 Munson Street, Greenfield, Massachusetts 01301 on November 16, 2000
at 2:00 p.m., local time.

The purposes of the meeting are to consider a plan to reorganize the Trust
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust") and to consider changes to the fundamental investment
restrictions of each Fund. In the reorganization, each of the Funds will become
a series of the Delaware Trust. To accomplish the reorganization, the Delaware
Trust has been formed and new series (the "New Funds") will be established as
series of the Delaware Trust. Each New Fund will have the same classes of shares
as the classes of the corresponding existing Fund. A form of the Agreement and
Plan of Reorganization is attached as Appendix A.

The proposed investment restriction changes will not change the investment
objective or principal investment strategy of any of the Funds. The
reorganization will not change the name, investment objective or principal
investment strategy, investment adviser, independent accountant, or fiscal year
of any of the Funds. Each shareholder will own the same number of shares of
their New Fund immediately after the reorganization as the number of Fund shares
owned by the shareholder on the closing of the reorganization. Each New Fund
will offer the same shareholder services as its predecessor Fund.

This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about September 29, 2000. The shareholders of each Fund
will vote on the proposals as indicated in the table below:

<TABLE>
<CAPTION>
INTERNATIONAL FUND
REAL ESTATE FUND
EMERGING MARKETS FUND TAX SENSITIVE GROWTH
PROPOSAL BOND FUND FUND
-------- --------- ----

<S> <C> <C> <C>
1. To approve the reorganization of X X
the Trust into a Delaware business
trust.

2. To amend the fundamental X
investment restriction regarding
diversification.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
INTERNATIONAL FUND
REAL ESTATE FUND
EMERGING MARKETS FUND TAX SENSITIVE GROWTH
PROPOSAL BOND FUND FUND
-------- --------- ----

<S> <C> <C> <C>
3. To amend the fundamental X
investment restriction regarding
diversification.

4. To amend the fundamental X X
investment restriction regarding
concentration.

5. To amend the fundamental X X
investment regarding borrowing.

6. To amend the fundamental X X
investment restriction regarding
the issuance of senior securities.

7. To amend the fundamental X X
investment restriction regarding
underwriting.

8. To amend the fundamental X X
investment restriction regarding
investing in real estate.

9. To amend the fundamental X X
investment restriction regarding
investing in commodities.

10. To amend the fundamental X X
investment restriction regarding
lending.

11. To eliminate the fundamental X X
investment restriction regarding
the purchase of restricted
securities.

12. To eliminate the fundamental X X
investment restriction regarding
short sales.

13. To eliminate the fundamental X X
investment restriction regarding
the purchase of securities on
margin.

14. To eliminate the fundamental X X
investment restriction regarding
officer or trustee ownership of
securities.

15. To eliminate the fundamental X X
investment restriction regarding
the purchase of securities of other
investment companies.
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
INTERNATIONAL FUND
REAL ESTATE FUND
EMERGING MARKETS FUND TAX SENSITIVE GROWTH
PROPOSAL BOND FUND FUND
-------- --------- ----

<S> <C> <C> <C>
16. To eliminate the fundamental X X
investment restriction regarding
investments in oil, gas or other
mineral exploration or
development programs.

17. To eliminate the fundamental X X
investment restriction regarding
writing, purchasing or selling puts
and calls.

18. To eliminate the fundamental X X
investment restriction regarding
investing in warrants or rights.

19. To eliminate the fundamental X
investment restriction regarding
purchases of securities of
unseasoned issuers.
</TABLE>

VOTING INFORMATION
Shareholders of record of the Funds at the close of business on September
18, 2000 will be entitled to vote at the meeting or at any adjournments thereof.
As of the record date, there were issued and outstanding 12,497,246.688 shares
of the International Fund, 2,413,202.126 shares of the Real Estate Fund,
7,896,955.760 shares of the Emerging Markets Fund, 7,988,426.592 shares of the
Bond Fund and 846,168.25 shares of the Tax Sensitive Growth Fund.

Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. Shareholders of each Fund
will vote separately on each proposal. The holders of a majority of the
outstanding shares of each Fund entitled to vote shall constitute a quorum for
the meeting for that Fund, but any lesser number shall be sufficient for
adjournments. A quorum being present, the approval of each proposal requires the
vote of the lesser of (i) 67% or more of the eligible votes of the Fund present
at the meeting if more than 50% of the eligible votes of the Fund are present in
person or by proxy or (ii) more than 50% of the eligible votes of a Fund. The
reorganization will not take place unless each Fund of the Trust separately
approves the reorganization proposal. If the reorganization is not approved by
all of the Funds of the Trust, the Trust will continue as a Massachusetts
business trust and the Board of Trustees of the Trust may consider other
alternatives that it views as being in the best interests of the shareholders of
the Funds. For purposes of this proxy statement, the Investment Company Act of
1940, as amended (the "1940 Act") includes rules and regulations of the
Securities and Exchange Commission ("SEC") issued under that Act. If
shareholders of a Fund do not approve the proposed change to a fundamental
investment restriction, the existing restriction will remain in effect for that
Fund only.

For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposals to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting, but which have not been
voted. For this reason, abstentions and broker non-votes will assist a Fund in
obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposals.

If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of any one or more of the proposals have
not been obtained, then the persons named as proxies may propose one or more
adjournments of the meeting without further notice to shareholders to permit
further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposals,
the percentage of votes then cast, the percentage of negative votes then cast,
the nature of the proposed solicitation activities and the nature of the

3
<PAGE>

reasons for such further solicitation, that an adjournment and additional
solicitation is reasonable and in the interests of shareholders. When voting on
a proposed adjournment, the persons named as proxies will vote for the proposed
adjournment all shares that they are entitled to vote with respect to each
proposal, unless directed to vote against the proposal, in which case such
shares will be voted against the proposed adjournment with respect to that
proposal.

If the meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting at which the adjournment is taken, unless a new
record date of the adjourned meeting is fixed. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.

The individuals named as proxies on the enclosed proxy card will vote in
accordance with the shareholder's direction, as indicated thereon, if the proxy
card is received and is properly executed. If the shareholder properly executes
a proxy and gives no voting instructions with respect to a proposal, the shares
will be voted in favor of such proposal. The proxies, in their discretion, may
vote upon such other matters as may properly come before the meeting. The Board
of Trustees of the Trust is not aware of any other matters to come before the
meeting.

REVOCATION OF PROXIES
Any shareholder who has given a proxy has the right to revoke the proxy any
time prior to its exercise:

o by written notice of the proxy's revocation to the Secretary of the
Trust at the above address prior to the meeting;

o by the subsequent execution and return of another proxy prior to the
meeting;

o by submitting a subsequent telephone vote; or

o by being present and voting in person at the meeting and giving oral
notice of revocation to the Chairman of the meeting.

SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The Trust may also use one or more proxy
solicitation firms to assist with the mailing and tabulation effort and any
special personal solicitation of proxies. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed by the Funds for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Funds.
The cost of the solicitation of proxies will be borne by the Funds. Certain
solicitation costs will be directly attributable to the Funds or to one or more
other Phoenix mutual funds soliciting shareholder approval at about the same
time, while other expenses of solicitation will not be directly attributable to
any specific Phoenix mutual fund. Solicitation costs that are directly
attributable to a particular Phoenix mutual fund will be borne by that mutual
fund. All other solicitation expenses will be allocated pro rata based on the
number of shareholder accounts of each Phoenix mutual fund. D.F. King and Co.,
Inc., a proxy solicitation firm, has been engaged by the Trust to act as
solicitor and will receive fees estimated at $15,000, plus reimbursement of
out-of-pocket expenses. The agreement with D.F. King provides that D.F. King
will perform various proxy solicitation services in connection with the meeting,
such as contacting shareholders and providing information with respect to
matters to be considered at the meeting.

If a shareholder wishes to participate in the meeting, but does not wish to
authorize the execution of a proxy by telephone, the shareholder may still
submit the proxy form included with this proxy statement or attend the meeting
in person.

SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 1, 2000 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 any of the Funds:

4
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF THE
-----------------
NAME OF SHAREHOLDER FUND AND CLASS CLASS NUMBER OF SHARES
------------------- -------------- ----- ----------------
<S> <C> <C> <C>
MLPF&S for the Sole International Fund 11.39% 216,074.750
Benefit of its Customers Class B
Attn: Fund Administration International Fund 11.60% 22,872.036
4800 Deer Lake Dr. E. 3rd Fl. Class C
Jacksonville, FL 32246-6484 Emerging Markets Bond Fund 8.52% 652,087.648
Class B
Emerging Markets Bond Fund 11.28% 37,590.028
Class C
Tax-Exempt Bond Fund 25.60% 116,893.704
Class B
Tax Sensitive Growth Fund 5.90% 24,825.205
Class A
Tax Sensitive Growth Fund 36.78% 43,635.558
Class B
Tax Sensitive Growth Fund 10.51% 17,102.893
Class C

PaineWebber for the Benefit International Fund 5.52% 10,855.341
of Grant E. Moulton & Class C
Elynne R. Moulton JTWROS
2348 Marsh Court
Santa Rosa, CA 95403-2330

PaineWebber for the Benefit International Fund 6.08% 11,980.831
of Dr. James L. Stucky Class C
Chiropractic R. D. A.
315 3rd Avenue, SW
Plainview, MN 55964-1330

Phoenix Home Life Real Estate Securities Fund 37.92% 561,090.855
Attn: Bonnie Mally Class A
One American Row
Hartford, CT 06115-2521

Phoenix Home Life Emerging Markets Bond Fund 9.31% 461,555.983
Attn: Pamela Levesque Class A
One American Row Tax Sensitive Growth Fund 64.15% 270,000.000
Hartford, CT 06115-2521 Class A
Tax Sensitive Growth Fund 8.43% 10,000.000
Class B
Tax Sensitive Growth Fund 6.14% 10,000.000
Class C
Tax Sensitive Growth Fund 10.08% 10,000.000
Class X
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF THE
-----------------
NAME OF SHAREHOLDER FUND AND CLASS CLASS NUMBER OF SHARES
------------------- -------------- ----- ----------------
<S> <C> <C> <C>
PaineWebber for the Benefit of Emerging Markets Bond Fund
SD Rescue Mission & N. County Class A
Interfaith Council Unitrust
George R. Wynhoff, TTEE
17474 Frondoso Drive
San Diego, CA 92128-1313

Elmer J. Krauss Partner Emerging Markets Bond Fund 12.42% 41,407.504
Krauss Portfolio Ltd Class C
715 N. Sherrill Street
Tampa, FL 33609-1109

Sharon K. Martin TTEE Emerging Markets Bond Fund 7.20% 24,009.604
Max L. Martin Credit Shelter Trust Class C
948 N. 1050 Road
Lawrence, KS 66047-9419

Dean A. Schultz Tax-Exempt Bond Fund 5.09% 23,219.081
Joann E. Schultz JT WROS Class B
325 W. Pine Lake Road
North Lima, OH 44452-9740

Donald R. Graham Tax-Exempt Bond Fund 8.99% 41,051.319
Jacqueline B. Graham JT WROS Class B
P.O. Box 21
Spalding, MI 49886-0021

Donaldson Lufkin Jenrette Tax Sensitive Growth Fund 5.07% 6,019.417
Securities Corporation Inc. Class B
P.O. Box 2052
Jersey City, NJ 07303-2052

PaineWebber for the Benefit of Tax Sensitive Growth Fund 9.34% 15,197.568
Allan M. Harris and Class C
Andrea F. Harris TTEES FBO
26997 Hemmingway Ct.
Hayward, CA 94542-2349

PaineWebber for the Benefit of Tax Sensitive Growth Fund 5.86% 9,541.985
John M. Millett Sr. and Class C
Helen C. Millett TTEES
FBO John M. Living Trust
8101 Mission Road, Apt. 106
Prairie Village, KS 66208-5245

LPL Financial Services Tax Sensitive Growth Fund 5.08% 8,273.009
9785 Towne Centre Drive Class C
San Diego, CA 92121-1968

PaineWebber for the Benefit of Tax Sensitive Growth Fund 12.37% 20,140.987
Melinda J. Larkin TTEE Class C
FBO Larkin Rev Family Trust
2116 Caroline Ct.
Rocklin, CA 95765-5337
</TABLE>

6
<PAGE>

DB Alex Brown LLC Tax Sensitive Growth Fund 12.50% 12,402.812
FBO 761-01199-14 Class X
P.O. Box 1346
Baltimore, MD 21203-1346

Pasadena National Trust Co TTEE Tax Sensitive Growth Fund 5.37% 5,332.850
Benjamin L. Osher Trust Class X
600 North Rosemead Blvd.
Pasadena, CA 91107-2138

Pasadena National Trust Co TTEE Tax Sensitive Growth Fund 5.20% 5,158.523
Jonathan M. O. Blumburg Trust Class X
600 North Rosemead Blvd.
Pasadena, CA 91107-2138
</TABLE>

On September 1, 2000, the Trustees and officers as a group owned
beneficially less than one percent of the Trust's outstanding shares.

A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS 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) 243-1574.

PROPOSAL 1

TO REORGANIZE THE TRUST AS A DELAWARE BUSINESS TRUST

The Board of Trustees has proposed that the shareholders of the Trust
approve the reorganization of the Trust in accordance with the form of the
Agreement and Plan of Reorganization attached to this proxy statement as
Appendix A and as described in detail in this proxy statement.

REASONS FOR THE PROPOSED REORGANIZATION
The reorganization is one of a series of proposed transactions in which
mutual funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its
affiliates (the "Phoenix Funds") would be reorganized as series of newly created
Delaware business trusts. Each such trust would have a substantially similar
trust instrument and common fundamental investment restrictions. Because many of
these funds began operations outside of the Phoenix organization, they have a
variety of different domiciles, business forms, charter provisions and
fundamental investment restrictions. Management believes that further
integrating all of the Phoenix Funds by adopting a single business form,
domicile, form of trust instrument and fundamental investment restrictions
offers the opportunity for operational efficiencies that will benefit all
shareholders.

In recent years, many mutual funds have reorganized as Delaware business
trusts. The Trustees believe that the proposed Delaware business trust form
provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Funds. Delaware law offers a mutual fund certain advantages compared with
Massachusetts law. Delaware law provides that the shareholders and trustees of a
Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable for trust
obligations. Although the risk of this liability is remote, the Trustees have
determined that Delaware law should afford greater protection against potential
shareholder and trustee liability. Similarly, Delaware law provides that no
series of a

7
<PAGE>

Delaware business trust is liable for the debts of another series. This is
another potential, although remote, risk in the case of a Massachusetts
business trust.

It is anticipated that under the Delaware trust instrument, the Delaware
Trust will be required to have fewer shareholder meetings, potentially further
reducing costs. Delaware law affords to the Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees have the power
to amend the Delaware trust instrument, merge or consolidate the New Funds with
another entity and to change the Delaware Trust's domicile, in each case without
a shareholder vote. Any exercise of this authority by the Trustees will be
subject to applicable federal law. Although the Trustees will have the authority
to take these actions in the future without a shareholder vote, they are not
required to do so, and may determine that it is appropriate to submit one or
more of these actions to the shareholders for approval. This flexibility should
help to assure that the Delaware Trust always operates under the most advanced
form of organization, and is intended to reduce the expense and frequency of
future shareholder meetings for non-investment-related operational issues. For a
more detailed comparison of the Trust's current Massachusetts trust instrument
and the proposed Delaware trust instrument, see "Certain Comparative Information
about the Trust and the Delaware Trust" on page 12.

THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization consists of several steps that will occur on the closing
date following shareholder approval. First, each of the Funds will transfer all
of its assets to a corresponding New Fund in exchange solely for all of the
shares of such New Fund. Each New Fund will also assume all of the liabilities
of its predecessor Fund. Immediately thereafter, each Fund will liquidate and
distribute shares of the corresponding New Fund to its shareholders in exchange
for their shares of that Fund. This will be accomplished by opening an account
on the books of the corresponding New Fund in the name of each shareholder of
record of the Fund and by crediting to each account the shares due in the
reorganization. Every shareholder will own the same number of shares of the
corresponding class of the New Fund as the number of Fund shares held by the
shareholder in each class of the Fund immediately before the reorganization.

The reorganization is subject to a number of conditions set forth in the
reorganization agreement. Certain of these conditions may be waived by the Board
of Trustees. The significant conditions which may not be waived include: (a) the
receipt by the Trust and the Delaware Trust of opinions of counsel as to certain
federal income tax aspects of the reorganization and (b) the approval of the
reorganization agreement by the shareholders of each of the Funds of the Trust.
The reorganization agreement may be terminated and the reorganization abandoned
at any time, before or after approval by the shareholders of the Funds prior to
the closing date, by the Board of Trustees. In addition, the reorganization
agreement may be amended by the Board of Trustees. However, the reorganization
agreement may not be amended subsequent to the shareholders' meeting in a manner
that would change the method for determining the number of shares to be issued
to shareholders of the existing Funds without shareholder approval.

The closing of the reorganization is scheduled to occur on the second
Thursday after the conditions to closing set forth in the reorganization
agreement are satisfied or waived. Management currently anticipates that the
closing will occur on or about November 30, 2000.

The reorganization agreement authorizes each Fund, as the sole shareholder
of the corresponding New Fund prior to the distribution of shares of the New
Fund to Fund shareholders, to:

o elect trustees of the Delaware Trust;

o approve an investment management agreement with Phoenix with respect
to each of the Funds, except the Real Estate Fund;

o approve an investment management agreement with Duff & Phelps
Investment Management Co. with respect to the Real Estate Fund;

o approve an investment subadvisory agreement with Aberdeen Fund
Managers Inc. with respect to the International Fund;

o approve an investment subadvisory agreement with Seneca Capital
Management LLC with respect to the Tax Sensitive Growth Fund; and

o ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants for the New Funds.

Following the completion of the reorganization, the Trustees intend to take
all appropriate and necessary action to liquidate and dissolve the Trust under
the laws of the Commonwealth of Massachusetts.

8
<PAGE>

MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix, the current adviser of each of the Funds, except the Real Estate
Fund, will continue to serve as investment adviser to each of the New Funds,
except the Real Estate Fund, following the reorganization. Duff & Phelps
Investment Management Co. ("Duff & Phelps"), the current adviser of the Real
Estate Fund, will continue to serve as investment adviser to the Real Estate
Fund following the reorganization. Aberdeen Fund Managers, Inc. ("Aberdeen"),
the current subadviser to the International Fund, will continue to serve as
subadviser to the International Fund following the reorganization. Seneca
Capital Management LLC ("Seneca"), the current subadviser to the Tax Sensitive
Growth Fund, will continue to serve as subadviser to the Tax Sensitive Growth
Fund following the reorganization.

The reorganization agreement authorizes each Fund, while it is the sole
shareholder of the corresponding New Fund, to approve a new advisory agreement
with Phoenix (or Duff & Phelps, as to the Real Estate Fund), and a new
investment subadvisory agreement with the current subadvisers, that are
substantially identical to the current agreements. The rate of advisory fees
payable to the adviser and subadviser under the new investment advisory and
investment subadvisory agreements with respect to each New Fund will be the same
as under the current agreements.

Phoenix acts as the investment adviser for 14 fund companies totaling 37
mutual funds, as subadviser to two fund companies totaling three mutual funds,
and as adviser to institutional clients. Phoenix has acted as an investment
adviser for over sixty years. As of December 31, 1999, Phoenix had approximately
$25.7 billion in assets under management.

Duff & Phelps acts as the investment adviser to seven other mutual funds
and as adviser to institutional clients. As of December 31, 1999, Duff & Phelps
had approximately $14.7 billion in assets under management.

All of the outstanding stock of Phoenix is owned by Phoenix Equity Planning
Corporation ("Equity Planning" or "Distributor"), a subsidiary of Phoenix
Investment Partners, Ltd. ("PXP"). Duff & Phelps is a subsidiary of PXP. PXP is
a New York Stock Exchange traded company that provides investment management and
related services to institutional investors, corporations and individuals
through operating subsidiaries. Phoenix Home Life Mutual Insurance Company of
Hartford, Connecticut is a majority shareholder of PXP.

As compensation for its services to the International Fund, the Emerging
Markets Fund and the Tax Sensitive Growth Fund, Phoenix receives a fee from each
Fund, which is accrued daily against the value of the Fund's net assets, equal
to 0.75% of the Fund's average daily net assets up to $1 billion, 0.70% of the
Fund's average daily net assets from $1 billion to $2 billion and 0.65% of the
Fund's average daily net assets in excess of $2 billion.

As compensation for its services to the Bond Fund, Phoenix receives a fee
from the Fund, which is accrued daily against the value of the Fund's net
assets, equal to 0.45% of the Fund's average daily net assets up to
$1 billion, 0.40% of the Fund's average daily net assets from $1 billion to $2
billion and 0.35% of the Fund's average daily net assets in excess of $2
billion.

The current advisory agreement with Phoenix was last approved by the Board
of Trustees on November 19, 1999. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
adviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the 1940 Act.

As compensation for its services to the Real Estate Fund, Duff & Phelps
receives a fee from the Fund, which is accrued daily against the value of the
Fund's net assets, equal to 0.75% of the Fund's daily net assets up to $1
billion, 0.70% of the Fund's daily net assets from $1 billion to $2 billion and
0.65% of the Fund's daily net assets in excess of $2 billion.

The current advisory agreement with Duff & Phelps was last approved by the
Board of Trustees on November 19, 1999. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
adviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the 1940 Act.

Aberdeen is a wholly owned subsidiary of Aberdeen Asset Management plc
based in Aberdeen, Scotland. Together with its subsidiaries, Aberdeen Asset
Management plc provides investment management services to unit and investment
trusts, segregated pension funds and other institutional and private portfolios,
and, through Aberdeen, U.S. mutual funds. As of December 31, 1999, Aberdeen
Asset Management plc had $30 billion in assets under management.

As compensation for its services to the International Fund, Aberdeen
receives a fee from Phoenix, which is accrued daily against the value of the
Fund's net assets equal to 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 does not receive any fee from the Fund.

9
<PAGE>

The current investment subadvisory agreement with Aberdeen was last
approved by the Board of Trustees on November 19, 1999. The investment
subadvisory agreement may be terminated without penalty at any time by a similar
vote upon 60 days' notice or by the subadviser upon 60 days' written notice and
will automatically terminate in the event of its assignment as defined in
section 2(a)(4) of the 1940 Act.

Seneca also acts as the subadviser to nine other mutual funds and as
adviser to institutional clients. Seneca has acted as an investment adviser for
over ten years. As of December 31, 1999, Seneca had approximately $9.2 billion
in assets under management.

As compensation for its services to the Tax Sensitive Growth Fund, Seneca
receives a fee from Phoenix, which is accrued daily against the value of the
Fund's net assets equal to 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. Seneca does not receive any fee from the Fund.

The current investment subadvisory agreement with Seneca was last approved
by the Board of Trustees on November 19, 1999. The investment subadvisory
agreement may be terminated at any time by a similar vote upon 60 days' notice
or by the sub-adviser upon 60 days' written notice and will automatically
terminate in the event of its assignment as defined in Section 2(a)(4) of the
1940 Act.

PricewaterhouseCoopers LLP currently serves as each Fund's independent
accountants and will also serve as independent accountants for the New Funds.
The reorganization authorizes each Fund, while it is the sole shareholder of the
corresponding New Fund, to ratify the selection of PricewaterhouseCoopers LLP as
the New Fund's independent accountants. State Street Bank and Trust Company will
continue to serve as custodian of the New Fund's assets following the
reorganization, except for the International Fund. Brown Brothers Harriman & Co.
will continue to serve as the custodian to the New International Fund following
the reorganization. Equity Planning will continue to serve as transfer agent
following the reorganization.

FISCAL YEAR
Each of the Funds currently operates on a fiscal year ending November 30.
Following the reorganization, the New Funds will also operate on a fiscal year
ending November 30.

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGY AND FUNDAMENTAL INVESTMENT
RESTRICTIONS
The investment objective and principal investment strategy of each New Fund
will be identical to the investment objective and principal investment strategy
of the corresponding Fund. The fundamental investment restrictions of each New
Fund will be identical to the fundamental investment restrictions of the
corresponding Fund immediately prior to the reorganization. The fundamental
investment restrictions will reflect any changes that are approved by
shareholders pursuant to Proposals 2-19.

FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Trust will receive tax opinions
from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinions will
provide that, on the basis of the existing provisions of the Internal Revenue
Code (the "Code"), the Treasury regulations promulgated thereunder and current
administrative and judicial interpretations thereof, for federal income tax
purposes:

o the transfer of all of the assets of each Fund solely in exchange
for shares of the corresponding New Fund and the assumption by the
New Fund of all known liabilities of the Fund, and the distribution
of such shares to the shareholders of the Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code;
the New Fund and the Fund will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;

o no gain or loss will be recognized by any Fund on the transfer of
the assets of the Fund to the corresponding New Fund in exchange
for New Fund shares and the assumption by the corresponding New
Fund of all known liabilities of the Fund or upon the distribution
of New Fund shares to the Fund shareholders in exchange for their
shares of the Fund;

o the tax basis of each Fund's assets acquired by the corresponding
New Fund will be the same to the New Fund as the tax basis of such
assets to the Fund immediately prior to the reorganization, and the
holding period of the assets of each Fund in the hands of the
corresponding New Fund will include the period during which those
assets were held by the Fund;

10
<PAGE>

o no gain or loss will be recognized by the corresponding New Fund
upon the receipt of the assets of each Fund solely in exchange for
the New Fund shares and the assumption by the New Fund of all known
liabilities of the Fund;

o no gain or loss will be recognized by shareholders of each Fund
upon the receipt of shares of the corresponding New Fund by such
shareholders, provided such shareholders receive solely New Fund
shares (including fractional shares) in exchange for their Fund
shares; and

o the aggregate tax basis of the corresponding New Fund shares,
including any fractional shares, received by each shareholder of
each Fund pursuant to the reorganization will be the same as the
aggregate tax basis of the Fund shares held by such shareholder
immediately prior to the reorganization, and the holding period of
the New Fund shares, including fractional shares, to be received by
each shareholder of a Fund will include the period during which the
Fund shares exchanged therefore were held by such shareholder
(provided that the Fund shares were held as a capital asset on the
date of the reorganization).

The Trust has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of a Fund in exchange for corresponding New Fund shares, the
assumption by the New Fund of all known liabilities of such Fund, and the
distribution of such shares to the Fund, do not constitute a "reorganization"
within the meaning of Section 368(a) of the Code, each Fund shareholder
generally will recognize gain or loss equal to the difference between the value
of the corresponding New Fund shares such shareholder acquires and the tax basis
of such shareholder's Fund shares.

Shareholders of the Funds should consult their tax advisers regarding the
effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Funds should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganization.

COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of each New Fund will be the same as those of
the corresponding Fund. The International Fund currently offers Class A, Class B
and Class C shares. The Real Estate Fund currently offers Class A and Class B
shares. The Emerging Markets Fund currently offers Class A, Class B and Class C
shares. The Bond Fund currently offers Class A and Class B shares. The Tax
Sensitive Growth Fund current offers Class A, Class B, Class C and Class X
shares. In the proposed reorganization, shareholders will receive the
corresponding class of shares of the corresponding New Fund in exchange for
their shares in each Fund. The reorganization will be effected at net asset
value. No sales charge will be imposed in connection with the reorganization.
For purposes of calculating the contingent deferred sales charges that
shareholders may pay when disposing of any shares of a New Fund subject to a
contingent deferred sales charge, the length of time the shareholder holds
shares in the New Fund will be added to the length of time the shareholder held
the shares in the corresponding Fund. Holders of shares subject to a contingent
deferred sales charge will continue to be subject to a contingent deferred sales
charge upon subsequent redemption to the same extent as if the shareholder had
continued to hold shares of the Fund.

Equity Planning serves as the distributor of shares for the Funds and will
also be the distributor of the New Funds. The Delaware Trust will adopt a
distribution plan under Rule 12b-1 of the 1940 Act for each class of shares
relating to the sale and promotion of shares of the New Funds and the furnishing
of shareholder services that is substantially identical to the existing
distribution plan for each Fund.

COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
Each New Fund will offer the same shareholder services as its corresponding
Fund, including a Systematic Withdrawal Program, telephone exchanges, telephone
redemptions and access to the Investo-Matic program, an automatic investment
program.

Shareholders may exchange shares for another Phoenix Fund in the same class
of shares; e.g., Class A for Class A. Exchange privileges may not be available
for all Phoenix Funds and may be rejected or suspended.

Shares of the New Funds may be redeemed at a redemption price equal to the
net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. In the
case of redemption of shares subject to a contingent deferred sales charge,
investors will be subject to the applicable determined deferred sales charges,
if any, for such shares. Payment of redemption proceeds for redeemed New Fund
shares will be made within seven days after receipt of a redemption request in
proper form and documentation.

11
<PAGE>

DIVIDENDS AND DISTRIBUTIONS
Each New Fund will have the same dividend and distribution policy as the
corresponding Fund. After the closing of the reorganization, Fund shareholders
who currently have dividends reinvested will continue to have dividends
reinvested in the respective New Fund. Shareholders who currently have capital
gains reinvested will continue to have capital gains reinvested in the
respective New Fund.

CERTAIN COMPARATIVE INFORMATION ABOUT THE TRUST AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
trust instrument of the Trust and the trust instrument and by-laws of the
Delaware Trust. It is not a complete list of the differences. Shareholders
should refer to the provisions of these documents and state law directly for a
more thorough comparison. Copies of the trust instrument of the Trust and of the
trust instrument and by-laws of the Delaware Trust are available to shareholders
without charge upon written request.

General. The Trust was organized as a Massachusetts business trust in
October 1987. The Trust is currently governed by an Agreement and Declaration of
Trust Agreement dated October 15, 1987, as amended (the "Massachusetts Trust
Instrument"). As a Massachusetts business trust, the Trust's operations are
currently governed by the Massachusetts Trust Instrument and applicable Federal
and Massachusetts law. The Delaware Trust was organized as a Delaware business
trust in August 2000. As a Delaware business trust, the Delaware Trust's
operations will be governed by an Agreement and Declaration of Trust (the
"Delaware Trust Instrument") and applicable Federal and Delaware law.

Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Trustees of the Trust
and, subject to applicable requirements of the 1940 Act and Delaware law,
broader authority to act. The increased flexibility may allow the Trustees to
react more quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Trust to operate in a more efficient and economical
manner. The Trustees' existing fiduciary obligations to act with due care and in
the interest of shareholders will not be affected by the reorganization.

Term of Trustees. The term of office of a Trustee of both the Trust and the
Delaware Trust is unlimited in duration unless the Trustees themselves adopt a
limited term. A person serving as Trustee will continue as Trustee until the
person resigns, dies or is removed from office. Under the Delaware Trust
Instrument, a Trustee may be removed with or without cause at any meeting of
shareholders by a vote of at least two-thirds of the outstanding shares of the
Trust or by a vote of two-thirds of the number of Trustees prior to such
removal. The Massachusetts Trust Instrument provides that any Trustee may be
removed by the shareholders at any meeting called for that purpose. In addition,
the Massachusetts Trust Instrument provides that a Trustee may be removed by
two-thirds of the remaining Trustees with or without cause.

Liability of Trustees and Officers. A Trustee of both the Trust and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee. Under the Massachusetts Trust
Instrument and the by-laws of the Delaware Trust, Trustees, officers and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder and any
former shareholder who is exposed to liability by reason of a claim or demand
relating to such person being a shareholder.

Shareholder Voting. The voting rights of shareholders of the Trust are
based on the number of shares the shareholder owns. Each holder of a share of a
Fund is entitled to one vote for each whole share and a proportionate fractional
vote for each fractional share. When a registered investment company has
multiple series, as does the Trust, the share price of each series will likely
differ. As a result, holders of lower-priced shares of a series of the Trust
have a greater amount of influence on matters submitted to a shareholder vote
than shareholders holding an equivalent dollar amount of higher priced shares of
the Trust. As a shareholder of the Delaware Trust, voting rights will be
dollar-based. Each shareholder will have one vote for each dollar of net asset
value held by the shareholder regardless of the number of shares held. Under
dollar-based voting rights, a shareholder's voting power will be in direct
proportion to the shareholder's investment in the Delaware Trust. Therefore, on
matters affecting a New Fund as a whole, where each class of the New Fund is
required to vote together on an issue, shareholders who own shares of a class
with a higher net asset value per share would have more voting power than they
currently have relative to shareholders who own shares of a class with a lower
net asset value per share. On matters where only shareholders of a single class
of a Fund vote on an issue, all shareholders of the class would

12
<PAGE>

have the same voting rights since the net asset value per share is the same for
all shares in a single class of a Fund. On matters requiring trust-wide votes
where all Funds in a trust are required to vote, dollar-based voting provides
shareholders who own shares with a higher net asset value than other Funds with
more voting power relative to shareholders of other Funds in the Trust.

Shareholder Meetings. The Delaware Trust is not required to hold annual
shareholder meetings. The Trust is required to hold a special meeting of the
shareholders every third year. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of a Fund may call a
special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.

Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of a New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval. Under
the Massachusetts Trust Instrument, shareholders holding the lesser of (i) 67%
or more of the eligible votes of the Fund present at a meeting at which more
than 50% of the outstanding shares are represented or (ii) more than 50% of the
outstanding shares of a Fund, must approve the sale or transfer of the assets of
a Fund.

Termination of the Trust or a Fund. Under the Delaware Trust Instrument,
the Delaware Trust may be terminated at any time by the Trustees alone, upon
written notice to the shareholders, or by vote of a majority of the shares of
the Delaware Trust. A New Fund, or a class thereof, may be terminated at any
time by a vote of a majority of the shares of the New Fund or class or by the
Trustees by written notice to the shareholders of the New Fund or class. Under
the Massachusetts Trust Instrument, the vote of a majority of the shares of each
Fund must approve the termination of the Trust.

Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights). The
Massachusetts Trust Instrument may generally only be amended by the affirmative
vote of the majority of shareholders. The Trustees may amend the Massachusetts
Trust Instrument without shareholder approval to establish additional series of
shares, to change investment restrictions which are not fundamental investment
restrictions, to change the name of the Trust or any Fund, and to conform the
Massachusetts Trust Instrument to the requirements of applicable federal laws or
regulations, or the requirements of the regulated investment company provisions
of the Internal Revenue Code.

Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust or its shareholders. The Delaware Trust Instrument
does not provide shareholders a similar right.

CERTAIN INFORMATION REGARDING THE TRUSTEES
The 1940 Act requires that at least one-half of the Trustees of the Trust
and, following the reorganization, the Delaware Trust, be elected by
shareholders. The Trust currently meets this standard. Rather than call another
shareholder meeting to vote on Trustees after the reorganization, the
reorganization agreement authorizes each Fund, while it is the sole shareholder
of the corresponding New Fund, to elect the then current Trustees of the Trust,
except for Calvin J. Pedersen, as the Trustees of the Delaware Trust.

Information on the individuals that will serve as the Trustees and officers
of the Delaware Trust and their business affiliations for the past five years is
set forth below. Unless otherwise noted, the address of each executive officer
and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480. Trustees
whose names are preceded by an asterisk will be "interested persons" of the
Delaware Trust (as defined in the 1940 Act).

13
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert Chesek (66) Trustee Trustee/Director (1981-present) and Chairman (1989-1994),
49 Old Post Road Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund, Phoenix
Wethersfield, CT 06109 Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present).
--------------------------------------------------------------------------------------------------------------------------
E. Virgil Conway (71) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties
(1989-present), Greater New York Councils, Boy Scouts of
America (1985-present), Union Pacific Corp. (1978-present),
Blackrock Freddie Mac Mortgage Securities Fund (Advisory
Director) (1990-present), Centennial Insurance Company
(1974-present), Josiah Macy, Jr., Foundation (1975-present),
The Harlem Youth Development Foundation (1987-present).
Chairman, Accuhealth (1994-present), Trism, Inc.
(1994-present), Realty Foundation of New York (1972-present),
and New York Housing Partnership Development Corp.
(1985-present). Vice Chairman, Academy of Political Science
(1985-present). Director/Trustee, Phoenix Funds (1993-present).
Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1995-present). Chairman/Member, Audit
Committee of the City of New York (1981-1996). Advisory
Director, Blackrock Fannie Mae Mortgage Securities Fund
(1989-1996) and Fund Directions (1993-1998). Chairman,
Financial Accounting Standards Advisory Council (1992-1995).
--------------------------------------------------------------------------------------------------------------------------
Harry Dalzell-Payne (71) Trustee Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Elmore Court Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Elmore, GLOS GL2 6NT, UK Funds (1999-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1995-present). Formerly a Major General of the
British Army.
--------------------------------------------------------------------------------------------------------------------------
*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
8477 Bay Colony Dr. Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Apt. 902 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Naples, FL 34108 Funds (2000-present). Director, Duff & Phelps Utilities Income
Inc. (1987-present), Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1993-present). Director, The Empire District
Electric Company (1984-present). Director (1989-1997), Chairman
of the Board (1993-1997), President (1989-1993), and Chief
Executive Officer (1989-1995), Phoenix Investment Partners, Ltd.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Leroy Keith, Jr. (61) Trustee Chairman (1995-present) and Chief Executive Officer
Chairman (1995-1999), Carson Products Company. (1995-present).
Carson Products Company Director/Trustee, Phoenix Funds (1980-present). Trustee,
64 Ross Road Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Savannah, GA 30750 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Equifax Corp. (1991-present)
and Evergreen International Fund, Inc. (1989-present). Trustee,
Evergreen Liquid Trust, Evergreen Tax Exempt Trust, Evergreen
Tax Free Fund, Master Reserves Tax Free Trust, and Master
Reserves Trust.
--------------------------------------------------------------------------------------------------------------------------
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
(1995-1997) and Chief Executive Officer (1995-present), Phoenix
President Investment Partners, Ltd. Director (1994-present) and Executive
Vice President, Investments (1988-present), Phoenix Home Life
Mutual Insurance Company. Director/Trustee and President,
Phoenix Funds (1989-present). Trustee and President,
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1995-present) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1995-present).
Trustee, Phoenix-Seneca Funds (1999-present). Director
(1983-present) and Chairman (1995-present), Phoenix Investment
Counsel, Inc. Director (1984-present) and President
(1990-1999), Phoenix Equity Planning Corporation. Chairman and
Chief Executive Officer, Phoenix/Zweig Advisers LLC
(1999-present). Director, PXRE Corporation (Delaware)
(1985-present) and World Trust Fund (1991-present). Director
and Executive Vice President, Phoenix Life and Annuity Company
(1996-present). Director and Executive Vice President, PHL
Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co.,
Inc. Director, PHL Associates, Inc. (1995-present).
--------------------------------------------------------------------------------------------------------------------------
Everett L. Morris (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. (1991-present) and Duff & Phelps Utility
and Corporate Bond Trust Inc. (1993-present).
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
*James M. Oates (54) Trustee Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown Group
The Wydown Group (1994-present). Director, Phoenix Investment Partners, Ltd.
IBEX Capital Markets, Inc. (1995-present). Director/Trustee, Phoenix Funds (1987-present).
60 State Street Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Boston, MA 02109 Funds (2000-present). Director, AIB Govett Funds
(1991-present), Investors Financial Service Corporation
(1995-present), Investors Bank & Trust Corporation
(1995-present), Plymouth Rubber Co. (1995-present), Stifel
Financial (1996-present), Command Systems, Inc. (1998-present),
Connecticut River Bancorp (1998-present) and Endowment for
Health (1999-present). Vice Chairman, Massachusetts
Housing-Partnership (1998-2000). Director, Blue Cross and Blue
Shield of New Hampshire (1994-1999).
--------------------------------------------------------------------------------------------------------------------------
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Sherborn, MA 01770 Funds (2000-present). Director, Boston Edison Company
(1978-present), Landauer, Inc. (medical services)
(1970-present), Tech Ops./Sevcon, Inc. (electronic controllers)
(1987-present), and Mark IV Industries (diversified
manufacturer) (1985-present). Member, Directors Advisory
Council, Phoenix Home Life Mutual Insurance Company
(1998-present). Director, Phoenix Home Life Mutual Insurance
Company (1972-1998).
--------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson (54) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Managing Director, Mullin Associates
(1993-1998).
--------------------------------------------------------------------------------------------------------------------------
Lowell P. Weicker, Jr. (69) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, UST Inc. (1995-present), HPSC
Inc. (1995-present), Burroughs Wellcome Fund (1996-present) and
Compuware (1996-present). Visiting Professor, University of
Virginia (1997-present). Director, Duty Free International,
Inc. (1997). Chairman, Dresing, Lierman, Weicker (1995-1996).
Governor of the State of Connecticut (1991-1995).
--------------------------------------------------------------------------------------------------------------------------
Michael E. Haylon (42) Executive Director and Executive Vice President, Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Director
President (1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix
Funds (1993-present), Phoenix-Aberdeen Series Fund
(1996-present) and Phoenix-Seneca Funds (2000-present).
Executive Vice President (1997-present), Vice President
(1996-1997), Phoenix Duff & Phelps Institutional Mutual Funds.
Senior Vice President, Securities Investments, Phoenix Home
Life Mutual Insurance Company (1993-1995).
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

16
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John F. Sharry (47) Executive Vice President, Retail Division (1999-present), Executive Vice
President President, Retail Division (1997-present), Phoenix Investment
Partners, Ltd. Managing Director, Retail Distribution, Phoenix
Equity Planning Corporation (1995-1997). Executive Vice
President, Phoenix Funds (1998-present), The Phoenix Edge
Series Fund (1998-present) and Phoenix-Aberdeen Series Fund
(1998-present). Managing Director, Director and National Sales
Manager, Putnam Mutual Funds (1993-1995).
--------------------------------------------------------------------------------------------------------------------------
Gail P. Seneca (46) Senior Vice President and Chief Executive and Investment Officer, Seneca
President Capital Management LLC (1996-present). Managing Director,
Equities, Phoenix Investment Counsel, Inc. (1998-present).
Senior Vice President, Phoenix Duff & Phelps Institutional
Mutual Funds (1999-present), The Phoenix Edge Series Fund
(1998-present), Phoenix Multi-Portfolio Fund (1998-present) and
Phoenix Strategic Equity Series Fund (1998-present). Managing
General Partner and Chief Executive and Investment Officer,
GMG/Seneca Capital Management LP (1989-present), President and
Trustee, Phoenix-Seneca Funds (1996-present). General Partner,
Genesis Merchant Group, LP (1990-1996). President, GenCap,
Inc. (1994-present).
--------------------------------------------------------------------------------------------------------------------------
James D. Wehr (42) Senior Vice Senior Vice President (1998-present), Managing Director
President (1996-1998), Fixed Income, Vice President (1991-1996), Phoenix
Investment Counsel, Inc. Senior Vice President and Chief Investment
Officer, Duff & Phelps Utilities Tax Free Income, Inc. (1997-present).
Senior Vice President (1997-present), Vice President (1988-1997),
Phoenix Multi-Portfolio Fund; Senior Vice President (1997-present),
Vice President (1990-1997), Phoenix Series Fund; Senior Vice President
(1997-present), Vice President (1991-1997), The Phoenix Edge Series
Fund; Senior Vice President (1997-present), Vice President (1993-1997)
Phoenix-Goodwin California Tax Exempt Bonds, Inc. and Senior Vice
President (1997-present), Vice President (1996-1997), Phoenix Duff &
Phelps Institutional Mutual Funds, Senior Vice President
(1997-present), Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.,
Phoenix-Goodwin Multi-Sector Short Term Bond Fund, Phoenix-Oakhurst
Income & Growth Fund and Phoenix-Oakhurst Strategic Allocation Fund,
Inc. Managing Director, Public Fixed Income, Phoenix Home Life
Insurance Company (1991-1995).
--------------------------------------------------------------------------------------------------------------------------
David L. Albrycht (38) Vice President Managing Director, Fixed Income (1996-present) and Vice
President (1995-1996), Phoenix Investment Counsel, Inc. Vice
President, Phoenix Multi-Portfolio Fund (1993-present)
Phoenix-Goodwin Multi-Sector Short Term Bond Fund
(1993-present), Phoenix-Goodwin Multi-Sector Fixed Income Fund,
Inc. (1994-present), The Phoenix Edge Series Fund
(1997-present) and Phoenix Series Fund (1997-present). Fund
Manager, Phoenix Home Life Mutual Insurance Company
(1994-1995).
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert S. Driessen (52) Vice President Vice President and Compliance Officer, Phoenix Investment
and Assistant Partners, Ltd. (1999-present) and Phoenix Investment Counsel,
Secretary Inc. (1999-present). Vice President, Phoenix Funds,
Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present) and Phoenix-Seneca
Funds (2000-present). Compliance Officer (2000-present) and
Associate Compliance Officer (1999), PXP Securities
Corporation. Vice President, Risk Management Liaison, Bank of
America (1996-1999). Vice President, Securities Compliance, The
Prudential Insurance Company of America (1993-1996). Branch
Chief/Financial Analyst, Securities and Exchange Commission,
Division of Investment Management (1972-1993).
--------------------------------------------------------------------------------------------------------------------------
Timothy M. Heaney (35) Vice President Managing Director, Fixed Income (1997-present), Director, Fixed
Income Research (1996-1997), Investment Analyst (1995-1996),
Phoenix Investment Counsel, Inc. Vice President, Phoenix
Multi-Portfolio Fund (1996-present), Phoenix-Goodwin California
Tax Exempt Bonds, Inc. (1996-present) and Duff & Phelps
Utilities Tax Free Income, Inc. (1997-present), Investment
Analyst, Phoenix Home Life Mutual Insurance Company (1992-1994).
--------------------------------------------------------------------------------------------------------------------------
Ronald K. Jacks (35) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. (1998-present). Secretary (1996-present) and Trustee
San Francisco, CA 94133 (1996-1997), Phoenix-Seneca Funds. Fund Manager, Seneca Capital
Management LLC (1996-present). Fund Manager, GMG/Seneca Capital
Management, L.P. (1990-present). Vice President, The Phoenix
Edge Series Fund (1998-present), Phoenix Multi-Portfolio Fund
(1998-present) and Phoenix Duff & Phelps Institutional Mutual
Funds (1999-present).
--------------------------------------------------------------------------------------------------------------------------
Peter S. Lannigan (39) Vice President Managing Director, Fixed Income (1997-present), Director, Fixed
Income Research (1996-1997), Vice President (1995-1996),
Phoenix Investment Counsel, Inc. Vice President, Phoenix
Multi-Portfolio Fund (1995-present). Director, Public Fixed
Income, Phoenix Home Life Mutual Insurance Company
(1993-1995). Various positions with Standard & Poor's
Corporation (1989-1993).
--------------------------------------------------------------------------------------------------------------------------
Richard D. Little (51) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. (1998-present). Vice President, Phoenix-Seneca Funds
San Francisco, CA 94133 (1996-present). General Partner and Director of Equities,
GMG/Seneca Capital Management, L.P. (1989-present). Director of
Equities, Seneca Capital Management LLC (1996-present). Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

18
<PAGE>

--------------------------------------------------------------------------------------------------------------------------
Michael Schatt (52) Vice President Managing Director, Phoenix Investment Partners, Ltd
Phoenix Investment (1994-present). Senior Vice President, Phoenix Realty
Partners, Ltd. Securities, Inc. (1997-present) and Duff & Phelps Investment
55 East Monroe St. Management Co. (1996-present, Vice President, Duff & Phelps
Suite 3600 Utilities Income, Inc. (1997-present), The Phoenix Edge Series
Chicago, IL 60603 Fund (1997-present), and Phoenix Multi-Portfolio Fund
(1997-present), Director, Real Estate Advisory Practice,
Coopers & Lybrand (1990-1994).
--------------------------------------------------------------------------------------------------------------------------
G. Jeffrey Bohne (52) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Vice President, Transfer Agent
Greenfield, MA 01301 Operations (1993-1996), Senior Vice President (1999-present),
Vice President (1996-1999), Mutual Fund Customer Service, Phoenix
Equity Planning Corporation. Secretary/Clerk, Phoenix Funds
(1993-present), Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present), Phoenix-Aberdeen Series Fund (1996-present) and
Phoenix-Seneca Funds (2000-present). Vice President, Home Life of
New York Insurance Company (1984-1992).
--------------------------------------------------------------------------------------------------------------------------

Nancy G. Curtiss (47) Treasurer Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen
Series Fund (1996-present) and Phoenix-Seneca Funds
(2000-present). Vice President, Fund Accounting (1994-2000) and
Treasurer (1996-2000), Phoenix Equity Planning Corporation.
Second Vice President and Treasurer, Fund Accounting, Phoenix
Home Life Mutual Insurance Company (1994-1995). Various
positions with Phoenix Home Life Insurance Company (1987-1994).
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
For services rendered to the Trust for the fiscal year ended November 30,
1999, the Trustees received an aggregate of $91,462. For services on the Boards
of Directors/Trustees of the Phoenix Funds, each Trustee who is not a full-time
employee of the Adviser or any of its affiliates currently receives a retainer
at the annual rate of $40,000 and a fee of $2,500 per joint meeting of the
Boards. Each Trustee who serves on the Audit Committee receives a retainer at
the annual rate of $2,000 and a fee of $2,000 per joint Audit Committee meeting
attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and a fee of $1,000 per joint Nominating
Committee meeting attended. Each Trustee who serves on the Executive Committee
and who is not an interested person of the Fund receives a retainer at the
annual rate of $2,000 and $2,000 per joint Executive Committee meeting attended.
The function of the Executive Committee is to serve as a contract review,
compliance review and performance review delegate of the full Board of Trustees.
Trustee fee costs are allocated equally to each of the Funds and the Funds
within the Phoenix Funds complex. The foregoing fees do not include
reimbursement of expenses incurred in connection with meeting attendance.
Officers and employees of the Adviser who are not interested persons are
compensated for their services by the Adviser and receive no compensation from
the Trust.

19
<PAGE>

CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee and a Nominating Committee.
The Audit Committee of the Trust consists of four of the Trustees who are not
interested persons of the Trust (i.e., the "Independent Trustees"). The Audit
Committee meets with the Trust's auditors to review the scope of the auditing
procedures, the adequacy of internal controls, compliance by the Trust with the
accounting, record keeping and financial reporting requirements of the 1940 Act,
and the possible effect on Trust operations of any new or proposed tax or other
regulations applicable to investment companies. The Audit Committee makes an
annual recommendation concerning the appointment of auditors and reviews and
recommends policies and practices relating to principles to be followed in the
conduct of Trust operations. The Audit Committee reports the results of its
inquiries to the Board of Trustees. The Audit Committee currently consists of E.
Virgil Conway, Herbert Roth, Jr., Richard E. Segerson and Lowell P. Weicker, Jr.
The Audit Committee held four meetings during the fiscal year ended November 30,
1999.

The Nominating Committee consists of four Trustees who are not interested
persons of the Trust. It recommends to the Board of Trustees persons to be
elected as Trustees. During the fiscal year ended November 30, 1999, the
Nominating Committee held brief meetings as needed in conjunction with regular
quarterly executive sessions of the independent Trustees. The Nominating
Committee currently consists of Robert Chesek, Harry Dalzell-Payne, Leroy Keith,
Jr., and Herbert Roth Jr. It will consider individuals proposed by a shareholder
for election as a Trustee. Shareholders who wish to submit the name of any
individual must submit in writing a brief description of the proposed nominee's
business experience and other information relevant to the qualifications of the
individual to serve as a Trustee of the Trust.

The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.

The Board of Trustees held five meetings during the fiscal year ended
November 30, 1999. Each Trustee, except Herbert Roth, Jr., was present for at
least 75% of the total number of meetings of the Board and of those committees
of which the Trustee was a member which were held during his tenure.

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

<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL COMPENSATION FROM
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFITS FROM TRUST AND FUND
COMPENSATION ACCRUED AS PART OF UPON COMPLEX (31 FUNDS)
NAME FROM TRUST TRUST EXPENSES RETIREMENT PAID TO TRUSTEES
---- ---------- -------------- ---------- ----------------

<S> <C> <C> <C> <C>
Robert Chesek $ 8,662 $63,750
E. Virgil Conway(1) $11,250 $83,250
Harry Dalzell-Payne(1) $10,162 $95,000
Francis E. Jeffries $ 8,250* $61,000
Leroy Keith, Jr. $ 8,662 $63,750
Philip R. McLoughlin(1) $ 0 None for any None for any $ 0
Everett L. Morris(1) $ 7,500* Trustee Trustee $57,750
James M. Oates(1) $ 9,750 $72,250
Herbert Roth, Jr.(1) $ 8,100 $59,250
Richard E. Segerson $ 9,750* $72,000
Lowell Weicker, Jr. $ 9,375 $68,750
</TABLE>
---------------------
*This compensation (and the earnings thereon) will be deferred pursuant to
the Directors' Deferred Compensation Plan. At June 30, 2000, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
Segerson was $472,348.25, $197,344.74, $177,329.63 and $115,043.51,
respectively. At present, by agreement among the Trust, the Distributor and the
electing Trustee, Trustee fees that are deferred are paid by the Trust to the
Distributor. The liability for the deferred compensation obligation appears only
as a liability of the Distributor.

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

THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE
PLAN OF REORGANIZATION.
20
<PAGE>

PROPOSED CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS (PROPOSALS 2-19)

If all of the proposals are approved by each Fund, each Fund will have
fundamental investment restrictions which are expected to become standard for
all of the Phoenix Funds. These proposed restrictions differ in certain respects
from the current fundamental investment restrictions. Phoenix believes that
increased standardization of fundamental investment restrictions will help to
promote operational efficiencies and facilitate monitoring of compliance with
the restrictions. Although the Funds will have additional flexibility to engage
in previously prohibited activities if the proposals are approved, Phoenix does
not presently anticipate that the use of different investment restrictions
resulting from amending or eliminating each of the current restrictions as
described in the proposals below will have any material impact on the investment
techniques employed. For a more detailed comparison of the current and proposed
fundamental investment restrictions, see Proposals 2-19 below.

PROPOSAL 2

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS, EXCEPT TAX SENSITIVE GROWTH FUND, REGARDING DIVERSIFICATION

The Board of Trustees has proposed that the shareholders of each Fund,
except Tax Sensitive Growth Fund, approve an amendment to the fundamental
investment restriction regarding diversification. The current fundamental
investment restriction regarding diversification applicable to each Fund, except
Tax Sensitive Growth Fund, provides that the Fund may not:

"Invest more than 5% of its total assets in the securities of any one
issuer (except the U.S. Government and, in the case of the
International and Emerging Markets Funds, any foreign government, its
agencies and instrumentalities) or purchase more than 10% of the
outstanding voting securities or more than 10% of the securities of any
class of any one issuer; however, the foregoing limitations do not
apply to the Real Estate Fund and Emerging Markets Fund. With respect
to 75% of its assets, a Fund 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 Fund's
total assets."

If Proposal 2 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification:

"A Fund may not, with respect to 75% of its total assets, purchase
securities of an issuer (other than the U.S. Government, its agencies,
instrumentalities or authorities or repurchase agreements
collateralized by U.S. Government securities and other investment
companies), if: (a) such purchase would, at the time, cause more than
5% of the Fund's total assets taken at market value to be invested in
the securities of such issuer; or (b) such purchase would at the time
result in more than 10% of the outstanding voting securities of such
issuer being held by the Fund. This restriction does not apply to the
Real Estate Fund and Emerging Market Bond Fund."

The percentage limitations in the current diversification restriction
generally apply to all of each Fund's assets. The proposed percentage
limitations will apply to only 75% of the total assets of each Fund, except the
Real Estate Fund and Emerging Markets Bond Fund. Consequently, under the
proposed restriction, 25% of each Fund's assets are in a basket that is excluded
from the limitations. Unlike the current restriction, the proposed restriction
has no limitation against purchasing more than 10% of the securities of any
class of an issuer other than outstanding voting securities. For these reasons,
each Fund would be permitted to invest in a smaller number of issuers than such
Fund is currently permitted to invest in. If a Fund were to invest in a smaller
number of issuers, the performance of a single issuer could have a greater
impact on such Fund's share price. Thus, the Funds could be exposed to increased
volatility to the extent they invest in a smaller number of issuers. The
proposed restriction is based upon the definition of a "diversified company"
under the 1940 Act.

21
<PAGE>

PROPOSAL 3

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR THE
TAX SENSITIVE GROWTH FUND REGARDING DIVERSIFICATION

The Board of Trustees has proposed that the shareholders of the Tax
Sensitive Growth Fund approve an amendment to the fundamental investment
restriction regarding diversification. The current fundamental investment
restriction regarding diversification applicable to the Tax Sensitive Growth
Fund provides that the Fund may not:

"With respect to 75% of its assets, 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."

If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification:

The new language more closely tracks the definition of diversification set
forth in the 1940 Act in that the proposed restriction does not prohibit the
Fund from holding more than 10% of the securities of any class of one issuer.
Phoenix does not presently anticipate that the change in this restriction will
have a material impact on the investment techniques employed by the Fund. Except
for this difference, Phoenix believes there is no substantive change involved in
this proposal.

PROPOSAL 4

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING CONCENTRATION

The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
concentration. The current fundamental investment restriction regarding
concentration applicable to each Fund provides that the Fund may not:

"Concentrate its assets in the securities of issuers which conduct
their principal business activities in the same industry, except that
the Real Estate Fund may so concentrate its assets and the Bond Fund
may invest more than 25% of its assets in a particular segment of the
municipal securities market. This restriction does not apply to
obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities."

If Proposal 4 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for each Fund:

"A Fund may not purchase securities if, after giving effect to the
purchase, more than 25% of its total assets would be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry (excluding the U.S. Government, its
agencies or instrumentalities), except that the Real Estate Fund may
concentrate its assets in the real estate industry and the Bond Fund
may invest more than 25% of its assets in a particular segment of the
municipal securities market."

Each Fund has an investment restriction which prohibits the Fund from
concentrating its investments in any one industry, except that the Real Estate
Fund may concentrate its assets and the Bond Fund may invest more than 25% of
its assets in a particular segment of the municipal securities market. Under the
proposed restriction applicable to each Fund, the Fund may not purchase
securities if, after giving effect to the purchase, more than 25% of its total
assets would be invested in the securities of one or more issuers conducting
their principal business activities in the same industry

22
<PAGE>

(excluding the U.S. Government, its agencies or instrumentalities). Phoenix
believes the proposed restriction applicable to each Fund is substantially
similar to the current restriction.

PROPOSAL 5

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING BORROWING

The Board of Trustees has proposed that the shareholders of each Fund
approve a new fundamental investment restriction regarding borrowing. The
current fundamental investment restriction regarding borrowing applicable to
each Fund provides that the Fund may not:

"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. The Bond Fund will not
purchase securities while temporary bank borrowings in excess of 5% of
its net assets are outstanding."

If Proposal 5 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing:

"A Fund may not borrow money, except (i) in amounts not to exceed
one-third of the value of the Fund's total assets (including the amount
borrowed) from banks, and (ii) up to an additional 5% of its total
assets from banks or other lenders for temporary purposes. For purposes
of this restriction, (a) investment techniques such as margin
purchases, short sales, forward commitments, and roll transactions, (b)
investments in instruments such as futures contracts, swaps, and
options and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing."

The proposed borrowing restriction is based upon the limitations currently
imposed on mutual funds by the 1940 Act. If the proposal is adopted, each Fund
will have greater flexibility to borrow money in that the Funds will have the
ability to borrow up to one-third of its total assets from banks for any
purposes, and an additional 5% of its total assets for temporary purposes. Under
the current restriction, the use of proceeds of borrowings is more restrictive;
each Fund may borrow up to 10% of its total assets and pledge up to 15% of its
total assets. The Bond Fund currently may not purchase securities while
temporary bank borrowings exceed 5% of its net assets. Borrowing would
exaggerate the effect on a Fund's net asset value resulting from any increase or
decrease in the market price of securities in such Fund's portfolio and,
therefore, may increase the volatility of the Funds under the proposed
restriction. Money borrowed will be subject to interest and other costs. These
costs may exceed the gain on securities purchased with borrowed funds. The
proposed borrowing restriction is based upon the limitations currently imposed
on mutual funds by the 1940 Act. The proposed restriction contains no limitation
on the pledge of assets by a Fund.

PROPOSAL 6

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE ISSUANCE OF SENIOR SECURITIES

The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding the
issuance of senior securities. The current fundamental investment restriction
regarding senior securities applicable to each Fund provides that the Fund may
not:

"Issue senior securities as defined in the Investment Company Act of
1940 except to the extent that it is permissible to (a) borrow money
from banks pursuant to the Trust's investment restrictions regarding
the borrowing of money, and (b) enter into transactions involving
forward foreign currency contracts and options thereon, as described in
the Trust's Prospectus and the Statement of Additional Information."

If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:

23
<PAGE>

"A Fund may not issue "senior securities" in contravention of the 1940
Act. Activities permitted by SEC exemptive orders or staff
interpretations shall not be deemed to be prohibited by this
restriction."

A Fund is currently not permitted to issue senior securities, except to
the extent permitted by its investment restriction regarding borrowing. Under
the proposed restrictions, the Fund will be prohibited from issuing senior
securities in violation of the 1940 Act but may engage in activities permitted
by SEC exemptive orders or staff interpretations. Mutual funds are generally
prohibited from issuing "senior securities." The SEC staff has previously
permitted mutual funds to engage in certain trading activities, subject to
certain limitations, that could otherwise be viewed as senior securities. The
proposed restriction clarifies that the Funds are allowed to engage in these
activities to the extent permitted by the SEC or the SEC staff. Since the Funds
will have greater flexibility to issue senior securities, the Funds may be
subject to additional costs and risks. For example, the costs of engaging in
trading activities which could be viewed as senior securities can reduce a
fund's total return. In addition, upon engaging in activities which could be
viewed as senior securities, a Fund could experience increased risks due to the
effects of leveraging.

PROPOSAL 7

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE
FUNDS REGARDING UNDERWRITING

The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting applicable to each Fund provides that the Fund may not:

"Underwrite the securities of other issuers, except to the extent that
in connection with the disposition of its portfolio securities, a Fund
may be deemed to be an underwriter. The International, Emerging Markets
and Tax Sensitive Growth Funds may buy and sell securities outside the
United States which are not registered with the Commission or
marketable in the United States."

If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Fund may not underwrite the securities issued by other persons,
except to the extent that, in connection with the disposition of
portfolio securities, the Fund may be deemed to be an underwriter under
applicable law."

Phoenix believes the proposed restriction applicable to underwriting is
substantially similar to the current restriction.

PROPOSAL 8

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN REAL ESTATE

The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in real estate. The current fundamental investment restriction
regarding investing in real estate applicable to each Fund provides that the
Fund may not:

"Make any investment in real estate, real estate limited partnerships
. . ., except that a Fund may (a) purchase or sell readily marketable
securities which are secured by interests in real estate, including
real estate investment and mortgage investment trusts, . . ."

If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Fund may not purchase or sell real estate, except that the Fund may
(i) acquire or lease office space for its own use, (ii) invest in
securities of issuers that invest in real estate or interests therein,
(iii) invest in mortgage-related securities and other securities that
are secured by real estate or interests therein, (iv) hold and sell
real estate acquired by the Fund as a result of the ownership of
securities."

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Under the current restriction, the Funds may not make investments in real
estate or real estate limited partnerships, except for the purchase or sale of
readily marketable securities which are secured by interests in real estate,
including, securities issued by real estate investment trusts and mortgage
investment trusts. The proposed restriction does not limit investments in real
estate limited partnerships. The proposed restriction would also permit the
Funds to acquire or lease office space for their own use, although it is not
anticipated that the Funds will do so. The proposed restriction would also
permit the Funds to hold and sell real estate acquired as a result of the
ownership of securities (for example, as the holder of a bond in a company that
had gone into bankruptcy). While Phoenix believes this possibility is remote,
this change would provide useful flexibility should such an event occur.

PROPOSAL 9

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN COMMODITIES

The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in commodities. The current fundamental investment restriction
regarding commodities applicable to each Fund provides that the Fund may not:

"Make any investment in . . . commodities or commodities contracts,
except that a Fund may . . . (b) engage in financial futures contracts
and related options transactions, provided that the sum of the initial
margin deposits on the Fund's futures and related options positions and
the premiums paid for related options would not exceed 5% of the Fund's
total assets, and (c) the International, Emerging Markets and Tax
Sensitive Growth Funds may enter into foreign currency transactions."

If Proposal 9 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Fund may not purchase or sell commodities or commodity contracts,
except the Fund may purchase and sell derivatives (including, but not
limited to, options, futures contracts and options on futures
contracts) whose value is tied to the value of a financial index or a
financial instrument or other asset (including, but not limited to,
securities indexes, interest rates, securities currencies and physical
commodities)."

The current restriction permits each Fund to invest in financial futures
contracts and related options provided that the sum of the initial margin
deposits on such Fund's existing futures positions and the premiums paid for
related options do not exceed 5% of the Fund's total assets. Under current
Commodity Futures Trading Commission ("CFTC") rules, the Funds would not be
permitted to enter into a futures transaction if it would cause the aggregate
amount of initial margin deposit and related option premiums for non-hedging
purposes to exceed 5% of the value of its assets. The proposed restriction does
not impose percentage limitations and applies to futures transactions for both
hedging and nonhedging purposes. If the CFTC rules were revised to provide
greater flexibility to mutual funds to invest in commodities, under the proposed
restrictions, the Funds would be able to take advantage of that flexibility. The
proposed restriction permits the Funds to purchase and sell derivatives that
have a value tied to the value of a financial index, financial instrument or
other asset. These derivatives include, for example, options, futures contracts
and options on futures contracts. The ability of the Funds to engage in futures
contracts and options on futures will remain subject to applicable rules of the
CFTC. While the use of derivatives can guard against potential risks, it can
eliminate some opportunities for gains. The main risk with derivatives is that
some types can amplify a gain or loss, potentially earning or losing
substantially more money than the actual cost of the derivative. With some
derivatives, whether used for hedging or speculation, there is also the risk
that the counterparty may fail to honor its contract terms, causing a loss for
the Funds.

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PROPOSAL 10

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING LENDING

The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending
applicable to each Fund provides that the Fund may not:

"Make loans, except that the Fund 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 Fund'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."

If Proposal 10 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Fund may not make loans, except that the Fund may (i) lend portfolio
securities, (ii) enter into repurchase agreements, (iii) purchase all
or a portion of an issue of debt securities, bank loan participation
interests, bank certificates of deposit, bankers' acceptances,
debentures or other securities, whether or not the purchase is made
upon the original issuance of the securities and (iv) participate in an
interfund lending program with other registered investment companies."

Under the current restriction on lending, a Fund is prohibited from
lending money, except in connection with the acquisition of bonds, notes,
debentures or similar obligations and entering into repurchase agreements. The
proposed lending restriction offers greater flexibility in that a Fund is
permitted to engage in a broader scope of lending activities. The current
restriction also limits loans of fund securities to one third of the value of
the fund's total assets. The proposed restriction contains no such limitation.
The staff of the SEC currently limits loans of fund securities to one-third of a
mutual fund's assets, including any collateral received from the loan. If the
SEC staff were to provide greater flexibility to mutual funds to engage in
securities lending in the future, under the proposed restriction the Funds would
be able to take advantage of that increased flexibility. The main risk in
lending securities, as with other extensions of credit, is the possibility that
the borrower may fail to honor its obligations, causing a loss for the Funds.
The proposed restriction would also eliminate the percentage limitation on
investments in repurchase agreements and allow each Fund to invest in repurchase
agreements with maturities of more than seven days. The proposed lending
restriction would also permit each Fund to participate in an interfund lending
program with other registered investment companies. The current restriction does
not allow for interfund lending. Phoenix does not currently intend to establish
an interfund lending program. The proposed restriction also does not contain a
percentage limitation regarding repurchase agreements.

PROPOSAL 11

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF RESTRICTED SECURITIES

The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of restricted securities. The current fundamental investment
restriction applicable to each Fund provides that the Fund may not:

"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 each Fund's total assets would be invested
in the aggregate in such securities."

If Proposal 11 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

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PROPOSAL 12

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING SHORT SALES

The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
short sales of securities. The current fundamental investment restriction
applicable to each Fund provides that the Fund may not:

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

If Proposal 12 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.

PROPOSAL 13

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES ON MARGIN

The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of securities on margin. The current fundamental investment restriction
applicable to each Fund provides that the Fund may not:

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

If Proposal 13 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

PROPOSAL 14

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING OFFICER OR TRUSTEE OWNERSHIP OF SECURITIES

The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
investing in any issuer whose securities are owned by an officer or trustee. The
current fundamental investment restriction applicable to each Fund provides that
the Fund may not:

"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."

If Proposal 14 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

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PROPOSAL 15

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES OF OTHER INVESTMENT COMPANIES

The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of securities of other investment companies. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not:

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

If Proposal 15 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds. However, each Fund would
remain subject to limitations on investments in other registered investment
companies imposed on all mutual funds under the 1940 Act.

PROPOSAL 16

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN OIL, GAS OR OTHER MINERAL EXPLORATION OR
DEVELOPMENT PROGRAMS

The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
investing in oil, gas or other mineral exploration or development programs. The
current fundamental investment restriction applicable to each Fund provides that
the Fund may not:

"Invest in oil, gas or other mineral exploration or development
programs."

If Proposal 16 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.

PROPOSAL 17

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING WRITING, PURCHASING OR SELLING PUTS AND CALLS

The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction prohibiting
investing in puts, calls or any combination thereof. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not:

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

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If Proposal 17 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

PROPOSAL 18

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN WARRANTS OR RIGHTS

The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
investing in warrants or rights. The current fundamental investment restriction
applicable to each Fund provides that the Fund may not:

"Invest in warrants or rights except where acquired in units or
attached to other securities. The Real Estate, International and
Emerging Markets Funds each may invest up to 5% of its total assets in
warrants or rights which are not in units or attached to other
securities."

If Proposal 18 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

PROPOSAL 19

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS, EXCEPT TAX SENSITIVE GROWTH FUND, REGARDING PURCHASES OF SECURITIES
OF UNSEASONED ISSUERS

The Board of Trustees has proposed that the shareholders of each Fund,
except the Tax Sensitive Growth Fund, approve the elimination of the fundamental
investment restriction regarding purchases of securities of unseasoned issuers.
The current fundamental investment restriction applicable to each Fund, except
the Tax Sensitive Growth Fund, provides that the Fund may not:

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

If Proposal 19 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.

THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
THE SHAREHOLDERS APPROVE PROPOSALS 2 THROUGH 19.

INVESTMENT ADVISER, SUBADVISERS, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford,
Connecticut 06115-0480 is the investment adviser to each of the Funds, except
the Real Estate Fund. Duff & Phelps Investment Management Co., 55 East Monroe
Street, Suite 3600, Chicago, Illinois 60603 is the investment adviser to the
Real Estate Fund. Aberdeen Fund Managers Inc., 1 Financial Plaza, Suite 2210,
Fort Lauderdale, Florida 33394 is subadviser to the International Fund. Seneca
Capital Management LLC, 909 Montgomery Street, San Francisco, California 94133
is subadviser to the Tax Sensitive Growth Fund.

Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Trust's underwriter and as
the Trust's financial agent (administrator).

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OTHER BUSINESS
The Board of Trustees of the Trust knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the shareholders of the Funds arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Funds and the shareholders of the Funds.

The Trust does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Trustees of
the Trust unless and until such time as less than a majority of the Trustees
holding office have been elected by the shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of their Fund should send their written
submissions to the principal executive offices of the Trust at 101 Munson
Street, Greenfield, Massachusetts 01301.

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APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _______, 2000, by and between Phoenix Multi-Portfolio Fund, a
Massachusetts business trust (the "Predecessor Trust"), on behalf of the
Phoenix-Aberdeen International Fund, Phoenix-Duff & Phelps Real Estate
Securities Fund, Phoenix-Goodwin Emerging Markets Bond Fund, Phoenix-Goodwin
Tax-Exempt Bond Fund and Phoenix-Seneca Tax Sensitive Growth Fund series
(collectively, the "Predecessor Funds" and each individually, a "Predecessor
Fund"), and Phoenix Multi-Portfolio Fund, a Delaware business trust (the
"Successor Trust"), on behalf of the Phoenix-Aberdeen International Fund,
Phoenix-Duff & Phelps Real Estate Securities Fund, Phoenix-Goodwin Emerging
Markets Bond Fund, Phoenix-Goodwin Tax-Exempt Bond Fund and Phoenix-Seneca Tax
Sensitive Growth Fund series (collectively, the "Successor Funds" and each
individually, a "Successor Fund").

All references in this Agreement to action taken by the Predecessor Funds
or the Successor Funds shall be deemed to refer to action taken by the
Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective fund series.

This Agreement is intended to be and is adopted as plans of reorganization
within the meaning of Section 368(a) of the United States Internal Revenue Code
of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will
consist of the transfer by each Predecessor Fund of all of its assets to the
corresponding Successor Fund, in exchange solely for shares of beneficial
interest in such Successor Fund ("New Shares") having a net asset value equal to
the net asset value of the corresponding Predecessor Fund, the assumption by
each Successor Fund of all the liabilities of the corresponding Predecessor
Fund, and the distribution of the New Shares to the shareholders of each
Predecessor Fund in complete liquidation of such Predecessor Fund as provided
herein, all upon the terms and conditions hereinafter set forth in this
Agreement.

WHEREAS, the Predecessor Trust and the Successor Trust are each open-end,
registered investment companies of the management type; and

WHEREAS, the Board of Trustees of the Predecessor Trust and the Board of
Trustees of the Successor Trust have determined that it is in the best interest
of the Predecessor Trust and the Successor Trust, respectively, that the assets
of the Predecessor Trust be acquired by the Successor Trust pursuant to this
Agreement and in accordance with the applicable statutes of the Commonwealth of
Massachusetts and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;

NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Predecessor Trust
agrees to transfer all of the assets of each Predecessor Fund, as set forth in
paragraph 1.2, to the corresponding Successor Fund and the Successor Trust
agrees in exchange therefore: (i) to deliver to the Predecessor Trust a number
of full and fractional New Shares of each class of each Successor Fund equal to
the number of shares of the corresponding class of the corresponding Predecessor
Fund as of the time and date set forth in Article 2, and (ii) to assume all the
liabilities of each Predecessor Fund, as set forth in paragraph 1.2. Such
transactions shall take place at the closing provided for in paragraph 2.1 (the
"Closing").

1.2 The assets of the Predecessor Funds to be acquired by the corresponding
Successor Funds shall consist of all property, including, without limitation,
all cash, securities, commodities and futures interests, and dividends or
interest receivable which are owned by the Predecessor Funds and any deferred or
prepaid expenses shown as an asset on the books of the Predecessor Funds on the
closing date provided in paragraph 2.1 (the "Closing Date"). All liabilities,
expenses, costs, charges and reserves of the Predecessor Funds, to the extent
that they exist at or after the Closing, shall after the Closing attach to the
corresponding Successor Funds and may be enforced against the Successor Funds to
the same extent as if the same had been incurred by the Successor Funds.

1.3 Immediately upon delivery to the Predecessor Funds of the New Shares,
the Predecessor Funds, as the then sole shareholders of the Successor Funds,
shall (i) with the exception of Calvin J. Pedersen, elect as trustees of the
Successor Trust the persons who currently serve as trustees of the Predecessor
Trust; (ii) approve an Investment Management

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Agreement between the Successor Trust, on behalf of each of the Successor Funds
except Phoenix-Duff & Phelps Real Estate Securities Fund, and Phoenix Investment
Counsel, Inc. (the "Investment Manager"), (iii) in the case of the Phoenix-Duff
& Phelps Real Estate Securities Fund, approve an Investment Management Agreement
between the Successor Trust, on behalf of that fund, and Duff & Phelps
Investment Management Co., (iv) in the case of each of the Phoenix-Aberdeen
International Fund, approve a Subadvisory Agreement by and between the
Investment Manager, on behalf of such fund, and Aberdeen Fund Managers, Inc.,
(v) in the case of the Phoenix-Seneca Tax Sensitive Growth Fund, approve a
Subadvisory Agreement by and between the Investment Manager, on behalf of such
fund, and Seneca Capital Management LLC, and (vi) ratify the selection of
PricewaterhouseCoopers LLP as the independent accountants of the Successor
Funds.

1.4 Immediately following the action contemplated by paragraph 1.3, the
Predecessor Funds will distribute pro rata to their respective shareholders of
record, determined as of immediately after the close of business on the Closing
Date (the "Current Shareholders"), the corresponding New Shares received by the
Predecessor Trust pursuant to paragraph 1.1. Such distribution and liquidation
will be accomplished by the transfer of the New Shares then credited to the
accounts of the Predecessor Funds on the books of the Successor Funds to open
accounts on the share records of the Successor Funds in the names of the Current
Shareholders and representing the respective pro rata number of the New Shares
of the corresponding class due such shareholders. All issued and outstanding
shares of the Predecessor Funds will simultaneously be canceled on the books of
the Predecessor Trust, although share certificates representing interests in the
Predecessor Trust will represent a number of New Shares after the Closing Date
as determined in accordance with paragraph 2.2. The Successor Funds shall not
issue certificates representing the New Shares in connection with such exchange.
Ownership of New Shares will be shown on the books of the Successor Trust's
transfer agent. As soon as practicable after the Closing, the Predecessor Trust
shall take all steps necessary to effect a complete liquidation of the
Predecessor Funds and shall file such instruments, if any, as are necessary to
effect the dissolution of the Predecessor Trust and shall take all other steps
necessary to effect such dissolution.

2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the second Friday that is a full business day
following satisfaction (or waiver as provided herein) of all of the conditions
set forth in Articles 4 of this Agreement (other than those conditions which may
by their terms be satisfied only at the Closing), or such later date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of immediately after the close of
business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. New York Time.
The Closing shall be held at the offices of Phoenix Investment Counsel, Inc.
("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such other
time and/or place as the parties may agree.

2.2 The Predecessor Trust shall cause Phoenix Equity Planning Corporation
(the "Transfer Agent"), transfer agent of the Predecessor Funds, to deliver at
the Closing a certificate of an authorized officer stating that its records
contain the names and addresses of the Current Shareholders and the number and
percentage ownership of outstanding shares of the Predecessor Funds and the
class of each Predecessor Fund owned by each such shareholder immediately prior
to the Closing. The Successor Funds shall issue and deliver a confirmation
evidencing the New Shares to be credited on the Closing Date to the Secretary of
the Predecessor Trust or provide evidence satisfactory to the Predecessor Trust
that such New Shares have been credited to the accounts of the Predecessor Funds
on the books of the Successor Funds. At the Closing, each party shall deliver to
the other such bills of sales, checks, assignments, share certificates, if any,
receipts or other documents as such other party or its counsel may reasonably
request.

3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Trust, on behalf of each Predecessor Fund, hereby
represents and warrants to the Successor Funds as follows:

(i) The Predecessor Trust is duly organized, validly existing and
in good standing under the laws of the Commonwealth of Massachusetts and has
full power and authority to conduct its business as presently conducted;

(ii) the Predecessor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of each
Predecessor Fund;

(iii) the execution and delivery of this Agreement on behalf of
each Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Predecessor Trust or the shareholders of the Predecessor Fund (other than as
contemplated in paragraph 4.1(vi)) are necessary to authorize this Agreement and
the transactions contemplated hereby;

A-2

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(iv) this Agreement has been duly executed by the Predecessor
Trust on behalf of the Predecessor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;

(v) neither the execution and delivery of this Agreement by the
Predecessor Trust on behalf of the Predecessor Funds, nor the consummation by
the Predecessor Trust on behalf of the Predecessor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both) a breach of or default under,
the Declaration of Trust of the Predecessor Trust, as amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Predecessor Trust is a party or by which the Predecessor
Trust or any of its assets is subject or bound; and

(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Predecessor Trust on behalf of the
Predecessor Funds or the consummation of any transactions contemplated hereby by
the Predecessor Trust, other than as shall be obtained at or prior to the
Closing.

3.2 The Successor Trust, on behalf of the Successor Funds, hereby
represents and warrants to the Predecessor Funds as follows:

(i) The Successor Trust is duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power and
authority to conduct its business as presently conducted;

(ii) the Successor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of the Successor
Funds;

(iii) the execution and delivery of this Agreement on behalf of
the Successor Funds and the consummation of the transactions contemplated hereby
are duly authorized and no other proceedings on the part of the Successor Trust
or the shareholders of the Successor Funds are necessary to authorize this
Agreement and the transactions contemplated hereby;

(iv) this Agreement has been duly executed by the Successor Trust
on behalf of the Successor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;

(v) neither the execution and delivery of this Agreement by the
Successor Trust on behalf of the Successor Funds, nor the consummation by the
Successor Trust on behalf of the Successor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both constitute) a breach of or
default under, the Master Trust Agreement (the "Master Trust Agreement") or
By-Laws of the Successor Trust, as each may be amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Successor Trust is a party or by which the Successor
Trust or any of its assets is subject or bound; and

(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Successor Trust on behalf of the Successor
Funds or the consummation of any transactions contemplated hereby by the
Successor Trust, other than as shall be obtained at or prior to the Closing.

4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Trust on behalf of the Predecessor
Funds and the Successor Trust on behalf of the Successor Funds to effectuate the
Reorganization shall be subject to the satisfaction of the following conditions:

(i) The Successor Trust shall have succeeded to the registration
statement of the Predecessor Trust on Form N-1A under the Securities Act of
1933, as amended (the "Securities Act") and such amendment or amendments thereto
as are determined by the Board of Trustees of the Successor Trust to be
necessary and appropriate to effect the registration of the New Shares (the
"Post-Effective Amendment"), shall have been filed with the Securities and
Exchange Commission (the "Commission") and the Post-Effective Amendment shall
have become effective, and no stop-order suspending the effectiveness of the
Post-Effective Amendment shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened by the Commission (and not
withdrawn or terminated);

A-3

<PAGE>

(ii) the applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;

(iii) all representations and warranties of the Predecessor Trust
on behalf of the Predecessor Funds contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Successor Trust on
behalf of the Successor Funds shall have received a certificate of an officer of
the Predecessor Trust acting on behalf of the Predecessor Funds to that effect
in form and substance reasonably satisfactory to the Successor Trust on behalf
of the Successor Funds;

(iv) all representations and warranties of the Successor Trust on
behalf of the Successor Funds contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Trust on
behalf of the Predecessor Funds shall have received a certificate of an officer
of the Successor Trust acting on behalf of the Successor Funds to that effect in
form and substance reasonably satisfactory to the Predecessor Trust on behalf of
the Predecessor Funds;

(v) the Predecessor Trust on behalf of the Predecessor Funds and
the Successor Trust on behalf of the Successor Funds shall have received
opinions from Goodwin, Procter & Hoar LLP regarding certain tax matters in
connection with the Reorganization; and

(vi) a vote approving this Agreement shall have been adopted by
at least a majority of the outstanding shares of each Predecessor Fund, all
classes voting together, entitled to vote at a special meeting of shareholders
of each such Predecessor Fund duly called for such purpose (the "Special
Meeting").

5. EXPENSES
5.1 The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.

5.2 All of the costs of solicitation of proxies, including the cost of the
proxy solicitation firm, printing and mailing costs, shall be borne by the
Successor Fund. All of the remaining expenses and costs of the Reorganization
and the transactions contemplated thereby shall be borne by Phoenix Investment
Partners, Ltd.

6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Trust agree that neither party has
made any representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties.

7. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated
and abandoned by either party by resolution of the party's Board of Trustees, at
any time prior to the Closing Date, if circumstances should develop that, in the
opinion of such Board, make proceeding with the Agreement inadvisable. In the
event of any such termination, there shall be no liability for damages on the
part of either the Successor Trust or the Predecessor Trust, or their respective
Trustees or officers, to the other party.

8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.

9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.

10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.

A-4

<PAGE>

10.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

10.5 It is expressly agreed that the obligations of the Predecessor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents, or employees of the Predecessor Trust personally, but shall
bind only the trust property of the Predecessor Trust, as provided in the
Declaration of Trust of the Predecessor Trust. The execution and delivery by
such officers of the Predecessor Trust shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Predecessor Trust as provided in
the Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a
series company with multiple series, Phoenix-Aberdeen International Fund,
Phoenix-Duff & Phelps Real Estate Securities Fund, Phoenix-Goodwin Emerging
Markets Bond Fund, Phoenix-Goodwin Tax-Exempt Bond Fund and Phoenix-Seneca Tax
Sensitive Growth Fund and has entered into this Agreement on behalf of the
Predecessor Funds. With respect to any obligation of the Predecessor Trust
arising hereunder, the Successor Trust and the Successor Funds shall look for
payment or satisfaction of such obligations solely to the assets and property of
the corresponding Predecessor Funds.

10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a series
company with multiple series, Phoenix-Aberdeen Investment Fund, Phoenix-Duff &
Phelps Real Estate Securities Fund, Phoenix-Goodwin Emerging Markets Bond Fund,
Phoenix-Goodwin Tax-Exempt Bond Fund and Phoenix-Seneca Tax Sensitive Growth
Fund and has entered into this Agreement on behalf of the Successor Funds. With
respect to any obligation of the Successor Trust arising hereunder, the
Predecessor Funds and the Predecessor Trust shall look for payment or
satisfaction of such obligations solely to the assets and property of the
corresponding Successor Funds.

10.7 The sole remedy of a party hereto for a breach of any representation
or warranty made in this Agreement by the other party shall be an election by
the non-breaching party not to complete the transactions contemplated herein.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President.

<TABLE>
<CAPTION>
ATTEST PHOENIX MULTI-PORTFOLIO FUND,
a Massachusetts business trust

<S> <C>
By:
----------------------------------------------- ----------------------------------------------
Name: Name:
Title: Title:

ATTEST PHOENIX MULTI-PORTFOLIO FUND,
a Delaware business trust

By:
----------------------------------------------- ----------------------------------------------
Name: Name:
Title: Title:
</TABLE>

A-5

<PAGE>

PHOENIX MULTI-PORTFOLIO FUND

101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000

PHOENIX-ABERDEEN INTERNATIONAL FUND

PROXY

The undersigned shareholder of Phoenix-Aberdeen International Fund (the
"Fund"), a series of Phoenix Multi-Portfolio Fund (the "Trust"), revoking any
and all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, 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 Fund to be held on November 16, 2000 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 Fund 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. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.

To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.

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>

ACCOUNT NUMBER:
SHARES:
CONTROL NO.:

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

VOTE ON PROPOSALS

<TABLE>
<CAPTION>
REORGANIZATION OF TRUST

<S> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix Multi-Portfolio Fund [ ] [ ] [ ]
as a Delaware business trust.

CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS

IF YOU WISH TO VOTE ON THE FOLLOWING SEVENTEEN PROPOSALS FOR AGAINST ABSTAIN ON
APPLICABLE TO THE FUND COLLECTIVELY, TO CHANGE THE FUNDAMENTAL PROPOSALS PROPOSALS PROPOSALS
INVESTMENT RESTRICTIONS OF THE FUND, VOTE HERE: 2 AND 4-19 2 AND 4-19 2 AND 4-19
[ ] [ ] [ ]

IF YOU WISH TO VOTE ON THE FOLLOWING SEVENTEEN PROPOSALS
APPLICABLE TO THE FUND INDIVIDUALLY, VOTE BELOW:

2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]

3. (Not applicable to the Fund). N/A N/A N/A

4. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]

5. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]

6. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]

7. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]

8. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]

9. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]

10. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]

11. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of restricted securities. [ ] [ ] [ ]
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]

13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]

14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]

15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]

16. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral exploration or [ ] [ ] [ ]
development programs.

17. To eliminate the fundamental investment restriction regarding For Against Abstain
writing, purchasing or selling puts and calls. [ ] [ ] [ ]

18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in warrants or rights. [ ] [ ] [ ]

19. To eliminate the fundamental investment restriction regarding For Against Abstain
purchases of securities of unseasoned issuers. [ ] [ ] [ ]
</TABLE>

TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.

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(S). 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 THE SHAREHOLDERS.

<TABLE>
<S> <C> <C> <C>
------------------------------------------------ ------------- ---------------------------------- ----------------

------------------------------------------------ ------------- ---------------------------------- ----------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>

<PAGE>

PHOENIX MULTI-PORTFOLIO FUND

101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES FUND

PROXY

The undersigned shareholder of Phoenix-Duff & Phelps Real Estate
Securities Fund (the "Fund"), a series of Phoenix Multi-Portfolio Fund (the
"Trust"), revoking any and all previous proxies heretofore given for shares of
the Fund held by the undersigned, hereby constitutes Philip R. McLoughlin and
Pamela S. Sinofsky, 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 Fund to be held on November 16, 2000
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 Fund 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. Any proxies heretofore given by
the undersigned with respect to said meeting are hereby revised.