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The Board has adopted policies and procedures with regard to the pre-approval of services provided by PwC. Audit, audit-related and tax compliance services provided to the Fund on an annual basis require specific pre-approval by the Board. As noted above, the Board must also approve other non-audit services provided to the Fund and those non-audit services provided to the Fund’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Board believes are a) consistent with the SEC’s auditor independence rules and b) routine and recurring services that will not impair the independence of the independent auditors may be approved by the Board without consideration on a specific case-by-case basis (“general pre-approval”).

The Audit Committee has determined that Mr. Roger Gelfenbien, Chair of the Audit Committee, may provide pre-approval for such services that meet the above requirements in the event such approval is sought between regularly scheduled meetings. In any event, the Board is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. In 2008 and 2009, 100% of the non-audit services provided to the Fund were pre-approved by the Audit Committee under the policies and procedures described above.

The percentage of hours expended by PwC on the audit of the Fund’s financial statements for the fiscal year ended December 31, 2009 that were attributed to work performed by individuals other than PwC full-time, permanent employees was less than fifty percent.

The aggregate non-audit fees billed by PwC to the Fund’s investment advisor and other Affiliated Services Providers for the Fund’s last two fiscal years were:

The Audit Committee has considered and determined that the provision of non-audit services provided to the Fund’s investment advisor and other Affiliated Service Providers that were not pre-approved in accordance with the Fund’s pre-approval policy is compatible with its auditor’s independence. PwC, the independent accountants for the Fund’s most recently completed fiscal year, has confirmed to the Audit Committee that it is independent with respect to the Fund.

Shareholder Communications with Board of Trustees and Trustee Attendance at Annual Meetings of Shareholders

INFORMATION ABOUT VIA

VIA is located at 100 Pearl Street, Hartford, Connecticut 06103. VIA is wholly-owned by VP Distributors, Inc. (“VPD”). VPD is a wholly-owned subsidiary of Virtus Partners, Inc., which is a holding company that in turn is wholly-owned by Virtus Investment Partners, Inc. (“Virtus”). Virtus is an independent, publicly traded company that operates a multi-manager asset management business. As of June 30, 2010, Virtus’ affiliated investment advisors had in aggregate approximately $25.1 billion in assets under management.

VPD, a wholly-owned indirect subsidiary of Virtus and an affiliate of VIA, will serve as the national distributor and principal underwriter of the Fund’s shares. VPD also serves as administrative agent for the Fund and will continue in that capacity. The Fund paid VPD $1,357,000 during the last fiscal year for performing administrative services for the Fund. The principal office of VPD is located at 100 Pearl Street, Hartford, Connecticut 06103.

VIA acts as the investment advisor for over 40 mutual funds and as advisor to institutional clients. VIA and each of its predecessors have acted as an investment advisor for over 70 years. As of June 30, 2010, VIA had approximately $12.7 billion in assets under management.

The following members of VIA’s portfolio management team will continue to manage the Phoenix Growth and Income Series and the equity portion of the Phoenix Strategic Allocation Series under the New Advisory Agreement:

The following persons serve as the principal executive officers and directors of VIA at the address for VIA listed above and (except for Mr. Angerthal) also will serve as Officers of the Fund:

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VIA currently serves as investment advisor to the following registered funds that have a similar investment objective and are managed similarly to the Series:

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VIA and the FundTrust currently have each received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940 as amended, pursuantAct. Pursuant to which

The fees will be prorated for any month during which the Subadvisory Agreement is in effect for only a portion of the month. In computing the fee to be paid to the subadvisor, the net asset value of each Series shall be calculated as set forth in the then current registration statement of the Series.

As with the Neuberger Subadvisory Agreement and the Westwood Subadvisory Agreement, the Series do not pay the subadvisory fee under the Subadvisory Agreement. If approved by the shareholders, the New Advisory Agreement between the Fund and VIA relating to the Series will go into effect on or about November 5, 2010. The fees payable to VIA by the Series under the New Advisory Agreement will not change for Small-Cap Growth Series, while the advisory fee payable by Small-Cap Value Series will be reduced to 0.90% of the average daily net assets.

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Basis for the Board’s Recommendation

The Board believes that the Series’ shareholders can benefit from management of the Series’ assets by Kayne, which has demonstrated favorable performance for its small cap investments. The Series would be managed according to Kayne’s proprietary model based on fundamental investment analysis, with its focus on a more limited number of investments in each Series’ portfolio.

In evaluating, approving and recommending to each Series’ shareholders that they approve the Subadvisory Agreement, the Board of Trustees requested and evaluated information provided by VIA and Kayne which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether entering into the Subadvisory Agreement with Kayne would be in the best interests of the Series and their shareholders. The Board considered all the criteria separately with respect to each Series and its shareholders. Prior to making its final decision for each Series, the Independent Trustees met privately with their independent counsel to discuss the information provided.

In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and each Trustee attributed different weights to the various factors. In recommending that shareholders approve the proposal, the Trustees considered various factors, including:

1)     the nature, extent and quality of the services to be provided by Kayne. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by Kayne concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that Kayne would provide portfolio management, compliance with the Series’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for each portfolio manager of Kayne who would be providing services under the Subadvisory Agreement and noted the breadth and depth of experience presented with the team leaders having 85 years of cumulative experience in the financial industry. In considering the approval of the Subadvisory Agreement, therefore, the Trustees considered Kayne’s investment management process, including (a) the experience, capability and integrity of Kayne’s management and other personnel committed by Kayne to the Series; (b) the quality and commitment of Kayne’s regulatory and legal compliance policies, procedures and systems; and (c) Kayne’s brokerage and trading practices;

2)     the rate of the investment subadvisory fee that would be paid by VIA (and not the Series) under the Subadvisory Agreement, and the advisory fee paid by the Series. The Trustees noted that the subadvisory fees paid under the Subadvisory Agreement would be lower than the fees paid under the Neuberger Subadvisory Agreement and the Westwood Subadvisory Agreement, and the advisory fees paid by the Small-Cap Value Series would be lower under the New Advisory Agreement would be lower than under the Previous Advisory Agreement;

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3)     the prior performance of Small Cap Growth composite of funds managed by Kayne with substantially similar investment objectives, strategies and policies as the Phoenix Small-Cap Growth Series, which composite outperformed the Series over the one- and three-year periods and slightly underperformed the Series over the five-year period ended March 31, 2010. While the performance of the composite underperformed the Russell 2000 Growth Index for the one- and five-year periods, it outperformed the Index for the three- and ten-year periods;

4)     the prior performance of Small Cap Value composite of funds managed by Kayne with substantially similar investment objectives, strategies and policies as the Phoenix Small-Cap Value Series, which composite outperformed the Series over the one-, three- and five-year periods ended March 31, 2010. While the performance of the composite underperformed the Russell 2000 Value Index for the one-year period, it outperformed the Index for the three-, five- and ten-year periods; and

5)     the fact that, while Kayne is an affiliate of VIA, there are no other tangible benefits to VIA or Kayne in providing investment advisory services to the Series, other than the fees to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that managing the Series could enhance Kayne’s reputation in the marketplace, and, therefore, would enable Kayne to attract additional client relationships.

In considering the profitability to Kayne of its relationship with the Series, the Board noted that the fees under the Subadvisory Agreement would be paid by VIA out of the advisory fees that it receives under the Advisory Agreement, and that the subadvisory fees would be paid at levels that were generally lower than those under the Neuberger Subadvisory Agreement and Westwood Subadvisory Agreement. For these reasons, the profitability to Kayne of its relationship with the Series was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in Kayne’s management of the Series to be a material factor in its consideration at this time. Based on all the foregoing reasons, the Board concluded that the proposed Subadvisory Agreement was favorable for shareholders because shareholders could benefit from management of each Series’ assets by the small cap investment team at Kayne.

MORE INFORMATION ABOUT KAYNE

Kayne Anderson Rudnick Investment Management, LLC is located at 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067. Kayne is registered as an investment advisor under the Investment Advisers Act of 1940, and is a wholly-owned subsidiary of Virtus Partners, Inc., which in turn is wholly-owned by Virtus. Founded in 1984, Kayne provides investment management and advisory services to various institutional and retail accounts. As of June 30, 2010, Kayne had $4 billion of assets under management, including approximately $2.5 billion in small cap assets.

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The team leaders for the Small-Cap Value strategy are Robert Schwarzkopf, CFA, Chief Investment Officer and Portfolio Manager, Craig Stone, Portfolio Manager and Senior Research Analyst, and Julie Kutasov, Portfolio Manager and Senior Research Analyst.

The team leaders for the Small-Cap Growth strategy are Robert Schwarzkopf, CFA, Chief Investment Officer and Portfolio Manager, Todd Beiley, CFA, Portfolio Manager and Senior Research Analyst, and Jon Christensen, CFA, Portfolio Manager and Senior Research Analyst.

The following members of Kayne’s Small-Cap Investment Team will manage the Series under the Subadvisory Agreement:

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Kayne is managed by a management committee. The address for all executive officers and management committee members other than Mr. Aylward and Mr. Angerthal is Kayne Anderson Rudnick Investment Management, LLC, 1800 Avenue of the Stars, 2nd Floor, Los Angeles, California 90067. The address for Mr. Aylward and Mr. Angerthal is Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103. The following persons serve as the executive officers and management committee of Kayne:

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Kayne serves as investment subadvisor to the following registered funds that have similar investment objectives to the Series:

The above named funds operate under an expense reimbursement arrangement since January 1, 2010, under which Kayne contributes its proportionate amount of the subadvisory fee for any amounts of the advisory fees that are reimbursed by the advisor.

Required Vote

Approval of the Subadvisory Agreement with Kayne requires the affirmative vote of a majority of the outstanding voting securities of each Series with shareholders of the Series voting separately. Under the 1940 Act, a majority of a Series’ outstanding voting securities is defined as the lesser of (1) 67% of the outstanding shares represented at a meeting at which more than 50% of the Series’ outstanding shares are present in person or represented by proxy or (2) more than 50% of the Series’ outstanding voting securities. If the new Subadvisory Agreement is not approved by shareholders of either Series, the Board of Trustees will consider the options available to that Series that are in the best interests of shareholders.

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PROPOSAL 5: APPROVAL OF THE SUBADVISORY
AGREEMENT WITH SCM ADVISORS LLC

(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF
PHOENIX CAPITAL GROWTH SERIES)

Introduction

Under Proposal 5, shareholders of the Phoenix Capital Growth Series are being asked to approve an investment subadvisory agreement between VIA and SCM Advisors LLC (“SCM”), subject to the approval by shareholders of VIA as the investment advisor under Proposal 2 of this Proxy Statement. PVA has acted as investment advisor to the Phoenix Capital Growth Series since August 1, 2007, and currently serves as such pursuant to an investment advisory agreement between PVA and the Series dated September 15, 2008. Neuberger was appointed as investment subadvisor to the Series by PVA pursuant to a subadvisory agreement as of May 1, 2009, between PVA and Neuberger. The subadvisory agreement was not submitted for shareholder approval because Neuberger was appointed under PVA’s manager-of-managers exemptive order, which did not require shareholder approval. The Board, including a majority of the independent Trustees, last renewed the investment advisory agreement (the “Previous Advisory Agreement”) between PVA and the Series at meetings held on November 16-17, 2009, while the investment subadvisory agreement between PVA and Neuberger (the “Previous Subadvisory Agreement”) has not yet been considered for renewal.

Subject to shareholder approval of Proposal 2 discussed above, VIA will become the new investment advisor to this Series pursuant to an investment advisory agreement between VIA and the Fund (the “New Advisory Agreement”). In connection with PVA’s termination as advisor to the Series, the Previous Subadvisory Agreement will also terminate according to its terms. In the role of advisor to the Series, VIA has the responsibility to recommend to the Board of Trustees of the Fund the hiring, termination and replacement of subadvisors. After analysis of the Series’ performance, VIA recommended to the Board of Trustees of the Fund that SCM, which has a stronger performance history in its management of large cap growth investments, be appointed as the new subadvisor to the Series.

At a meeting of the Board of Trustees held on July 26, 2010, the Trustees (including the Independent Trustees) approved and recommended for shareholder approval an investment subadvisory agreement between VIA and SCM with respect to the Series (the “Subadvisory Agreement”). If approved by the shareholders, the Subadvisory Agreement will go into effect on or about November 5, 2010. As discussed below, the Subadvisory Agreement is the same in all material respects to the Previous Subadvisory Agreement, except for the parties thereto, the computation of the subadvisory fee and the effective date and term of the Agreement. As with the Previous Subadvisory Agreement, the Series does not pay the subadvisory fee under the Subadvisory Agreement. If approved by the shareholders, the New Advisory Agreement between the Fund and VIA relating to the Series will go into effect on or about November 5, 2010, and the fees payable to VIA by the Series under the New Advisory Agreement will not change.

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The Previous Subadvisory Agreement

The Previous Subadvisory Agreement provided that it would remain in effect until December 31, 2010 and would continue in full force and effect for successive periods of one year thereafter only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approved its continuance at least annually. The Previous Subadvisory Agreement would be subject to termination by PVA or Neuberger upon 60 days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ Previous Advisory Agreement with PVA.

The Previous Subadvisory Agreement obligated Neuberger to: (i) make investment decisions on behalf of the Series; (ii) place all orders for the purchase and sale of investments for the Series with brokers or dealers selected by Neuberger; (iii) vote all proxies for portfolio securities in accordance with policies and procedures adopted by the Series; and (iv) perform certain limited related administrative functions in connection therewith.

The Previous Subadvisory Agreement also generally provided that, absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties under the Previous Subadvisory Agreement on the part of Neuberger, Neuberger would not be liable for any act or omission in the course of, or connected with, rendering services under the Previous Subadvisory Agreement.

Under the Previous Subadvisory Agreement, PVA paid a subadvisory fee to Neuberger, consisting of a monthly fee computed at 0.35% on the first $250 million and 0.325% over $250 million of the average daily net assets held by the Series. In computing the fee to be paid to Neuberger, the net asset value of the Series would be calculated as set forth in the then current registration statement of the Series. For the fiscal year ended December 31, 2009, PVA paid Neuberger $732,788 in subadvisory fees with respect to its management of the Series.

The New Subadvisory Agreement

The terms of the new Subadvisory Agreement and SCM’s obligations thereunder are the same in all material respects as those of the Previous Subadvisory Agreement, except for the parties, the computation of the subadvisory fee and the effective date and term. The Subadvisory Agreement provides that it will remain in effect until December 31, 2011, and thereafter for successive periods of one year only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approves its continuance at least annually. The Subadvisory Agreement would be subject to termination by VIA or SCM upon 60 days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ New Advisory Agreement with VIA.

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The Subadvisory Agreement would provide that SCM shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Subadvisory Agreement, or in accordance with specific directions or instructions from the Series; provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, a violation of the standard of care established by and applicable to the subadvisor in its actions under the Subadvisory Agreement or a breach of the subadvisor’s duty or of its obligations under the Subadvisory Agreement and except to the extent otherwise provided by law.

Subadvisory Fee

Under the Subadvisory Agreement, VIA will pay a subadvisory fee to SCM consisting of a monthly fee computed at the rate of 50% of the gross advisory fee. Currently, the gross advisory fee would be 0.70%, as calculated based on the average daily net assets of the Series (i.e., SCM would receive 0.35% of the average daily net assets). This is identical to the fee under the Previous Subadvisory Agreement, so there would be no change to either the advisory or subadvisory fee under the Subadvisory Agreement as a result of the proposed change of subadvisor. The fees paid under the Previous Subadvisory Agreement for the last fiscal year are identical to what would have been paid if the Subadvisory Agreement would have been in effect over that time period. The fees shall be prorated for any month during which the Subadvisory Agreement is in effect for only a portion of the month. In computing the fee to be paid to the subadvisor, the net asset value of the Series shall be calculated as set forth in the then current registration statement of the Series.

As with the Previous Subadvisory Agreement, the Series does not pay the subadvisory fee under the Subadvisory Agreement. If approved by the shareholders, the New Advisory Agreement between the Fund and VIA relating to the Series will go into effect on or about November 5, 2010, and the fees payable to VIA by the Series under the New Advisory Agreement will not change.

Basis for the Board’s Recommendation

The Board believes that the Series’ shareholders can benefit from management of the Series’ assets by the SCM, which has demonstrated favorable performance for its large cap investments. No material changes to the Series’ current principal investment strategies would occur if the Subadvisory Agreement is approved.

In evaluating, approving and recommending to the Series’ shareholders that they approve the Subadvisory Agreement, the Board of Trustees requested and evaluated information provided by VIA and SCM which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether entering into the Subadvisory Agreement with SCM would be in the best interests of the Series and its shareholders. The Board considered all the criteria separately with respect to the Series and its shareholders. Prior to making its final decision for the Series, the Independent Trustees met privately with their independent counsel to discuss the information provided.

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In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and each Trustee attributed different weights to the various factors. In recommending that shareholders approve the proposal, the Trustees considered various factors, including:

1)     the nature, extent and quality of the services to be provided by SCM. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by SCM concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that SCM would provide portfolio management, compliance with the Series’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for each portfolio manager of SCM who would be providing services under the Subadvisory Agreement and noted the breadth and depth of experience presented with the team leaders having over 38 years of cumulative experience in the financial industry. In considering the approval of the Subadvisory Agreement, therefore, the Trustees considered SCM’s investment management process, including (a) the experience, capability and integrity of SCM’s management and other personnel committed by SCM to the Series; (b) the quality and commitment of SCM’s regulatory and legal compliance policies, procedures and systems; and (c) SCM’s brokerage and trading practices;

2)     the rate of the investment subadvisory fee that would be paid by VIA (and not the Series) under the Subadvisory Agreement, and the advisory fee paid by the Series, both of which would be identical to the fees paid under the Previous Subadvisory Agreement and the Previous Advisory Agreement;

3)     the prior performance of a composite of funds managed by SCM with substantially similar investment objectives, strategies and policies as the Series, which composite outperformed the Series over the one-, three- and ten-year periods ended March 31, 2010, although it underperformed the Series slightly for the five-year period and underperformed the Russell 1000 Growth index for those same periods; and

4)     the fact that, while SCM is an affiliate of VIA, there are no other tangible benefits to VIA or SCM in providing investment advisory services to the Series, other than the fees to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that managing the Series could enhance SCM’s reputation in the marketplace, and, therefore, would enable SCM to attract additional client relationships.

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In considering the profitability to SCM of its relationship with the Series, the Board noted that the fees under the Subadvisory Agreement would be paid by VIA out of the advisory fees that it receives under the New Advisory Agreement, and that the subadvisory fees would be paid at an identical level as under the Previous Subadvisory Agreement. For these reasons, the profitability to SCM of its relationship with the Series was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in SCM’s management of the Series to be a material factor in its consideration at this time. Based on all the foregoing reasons, the Board concluded that the proposed Subadvisory Agreement was favorable for shareholders because shareholders could benefit from management of the Series’ assets by the growth investment team at SCM.

MORE INFORMATION ABOUT SCM

SCM Advisors, LLC is located at 909 Montgomery Street, San Francisco, California 94133. SCM is registered as an investment advisor under the Investment Advisers Act of 1940, and is a wholly-owned subsidiary of Virtus Partners, Inc., which in turn is wholly-owned by Virtus. Founded in 1989, SCM provides investment management and advisory services to public, corporate, defined benefit and defined contribution plans, as well as various institutional and sub-advised accounts. As of June 30, 2010, SCM had $3.5 billion of assets under management, including approximately $420 million in large cap assets.

The following members of SCM’s Large Cap Investment Team will manage the Series under the Subadvisory Agreement:

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SCM is managed by an executive committee. The address for all executive officers and executive committee members other than Mr. Aylward and Mr. Angerthal is SCM Advisors, LLC, 909 Montgomery Street, San Francisco, California 94133. The address for Mr. Aylward and Mr. Angerthal is Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103. The following persons serve as the executive officers and executive committee of SCM:

SCM serves as investment subadvisor to the following registered fund that has a similar investment objective to the Series:

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The above named fund operates under an expense reimbursement arrangement since January 1, 2010, under which Kayne contributes its proportionate amount of the subadvisory fee for any amount of the advisory fee that is reimbursed by the advisor.

Required Vote

Approval of the Subadvisory Agreement with SCM requires the affirmative vote of a majority of the outstanding voting securities of the Series. Under the 1940 Act, a majority of a Series’ outstanding voting securities is defined as the lesser of (1) 67% of the outstanding shares represented at a meeting at which more than 50% of the Series’ outstanding shares are present in person or represented by proxy or (2) more than 50% of the Series outstanding voting securities. If the new Subadvisory Agreement is not approved by shareholders of the Series, the Board of Trustees will consider the options available to the Series that would be in the best interests of shareholders.

PROPOSAL 6: TO APPROVE A DISTRIBUTION AND SHAREHOLDER SERVICING PLAN UNDER RULE 12B-1

(TO BE VOTED UPON BY SHAREHOLDERS OF ALL SERIES)

At a meeting of the Board held on July 26, 2010, all of the Trustees present, including a majority of the Independent Trustees, voted to approve a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the “Rule 12b-1 Plan”) for the Series, and to recommend that shareholders of each Series of the Fund approve the Rule 12b-1 Plan. Under the Rule 12b-1 Plan, shares of each Series will be subject to an ongoing distribution and shareholder servicing fee at an annual rate of 0.25% of its average daily net assets. This fee will be paid by the Fund to compensate VPD, as the principal underwriter and distributor of the Fund’s shares, for services rendered and expenses borne in connection with activities primarily intended to result in the sale of shares of the Fund. A service fee of 0.10% that is currently paid by each Series under the sub-transfer agency agreement is expected to be eliminated if the new distribution and shareholder servicing fee is implemented. In addition, under the expense limitation agreement between the Fund and VIA, the Series’ total annual operating expenses, after expense reimbursements, are not expected to increase as a result of the new distribution and shareholder servicing fee.

At the Meeting, shareholders of each Series will be asked to approve the Rule 12b-1 Plan for such Series.

Background

The Fund is registered with the SEC as an open-end, diversified management investment company with 17 series. Subject to shareholder approval of Proposal 2 of this Proxy Statement, VIA will become the new investment advisor to the Fund pursuant to an investment advisory agreement between VIA and the Fund. In connection with the appointment of VIA as advisor, the Board has also approved a new distribution agreement with VPD (the “Distribution Agreement”) under which VPD will serve as the exclusive distributor of the Fund’s shares. The address of VP Distributors, Inc. (the “Distributor” or “VPD”), an affiliate of VIA, is 100 Pearl Street, Hartford, Connecticut 06103.

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Rule 12b-1 under the 1940 Act prohibits a mutual fund from engaging directly or indirectly in financing any activity which is primarily intended to result in the sale of the mutual fund’s shares unless the mutual fund does so in accordance with the terms and conditions set forth in the Rule. Rule 12b-1 requires any mutual fund bearing distribution expenses to adopt a written plan. A Rule 12b-1 plan must initially be approved by the board of directors of a mutual fund, including a majority of the directors who are not “interested persons” of the mutual fund and who have no direct or indirect financial interest in the operation of the plan or in any agreement related to the plan. A Rule 12b-1 plan must also be approved by the affirmative vote of a majority of outstanding voting securities if it is adopted after any public offering of the mutual fund’s voting securities.

Basis for the Board’s Recommendation

In evaluating, approving, and recommending to the Fund’s shareholders that they approve the Rule 12b-1 Plan, the Board of Trustees requested and evaluated information provided by VIA and the Distributor which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether approving the Rule 12b-1 Plan would be in the best interests of the Fund and the Series’ shareholders. The Board considered all the criteria separately with respect to the Fund and the shareholders. Prior to making its final decision, the Independent Trustees met with their independent counsel to discuss the information provided.

The Trustees considered that the current size of each Series was relatively small, and that they could benefit from increased asset levels. In the competitive variable annuity and life insurance industry, the Fund must provide certain compensation to brokers and other parties in order for the Fund’s shares to be sold. The Trustees noted that higher asset levels could help the Series achieve economies of scale, including reaching breakpoints under the advisory agreement. The Trustees also noted that the proposed elimination of the 0.10% service fee paid under the sub-transfer agency agreement would partially offset the 12b-1 fees to be paid by shareholders of the Fund. Furthermore, under the expense limitation agreement between the Fund and VIA, the Series’ total annual operating expenses, after expense reimbursements, are not expected to increase as a result of the new fee under the Rule 12b-1 Plan.

In addition, the Trustees considered, among other things:

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After consideration of the factors noted above, together with other factors and information considered to be relevant, while recognizing that there can be no assurance that the expected benefits would be recognized, the Trustees concluded that there was a reasonable likelihood that the Rule 12b-1 Plan would benefit the Fund and the shareholders. Consequently, they approved the Rule 12b-1 Plan and directed that the Plan be submitted to shareholders of the Fund for approval.

Summary of the Rule 12b-1 Plan

A copy of the proposed Rule 12b-1 Plan is attached to this Proxy Statement as Exhibit C. The following description of the Rule 12b-1 Plan is only a summary. You should refer to Exhibit C for the complete Rule 12b-1 Plan.

Pursuant to the Rule 12b-1 Plan, the Fund will compensate the Distributor under the Distribution Agreement from assets attributable to the Fund’s shares for services rendered and expenses borne in connection with activities primarily intended to result in the sale of the Fund’s shares. It is anticipated that a portion of the amounts received by the Distributor will be used to defray various costs incurred or paid by the Distributor in connection with the printing and mailing of Fund prospectuses, statements of additional information and any supplements thereto and shareholder reports, and holding seminars and sales meetings with wholesale and retail sales personnel designed to promote the distribution of Fund shares. The Distributor may also use a portion of the amounts received to provide compensation to financial intermediaries and third-party broker-dealers for their services in connection with the distribution of the Fund’s shares.

The Rule 12b-1 Plan provides that the Fund, on behalf of the Series, may pay annually up to 0.25% of the average daily net assets of the Series’ shares in respect to activities primarily intended to result in the sale of Fund shares. Under the terms of the Rule 12b-1 Plan and the related Distribution Agreement, the Fund is authorized to make payments monthly to the Distributor that may be used to pay or reimburse entities (including Virtus and its affiliates) providing distribution and shareholder servicing with respect to Fund shares for such entities’ fees or expenses incurred or paid in that regard.

The Rule 12b-1 Plan is of a type known as a “compensation” plan because payments are made for services rendered to the Fund with respect to shares of the Series regardless of the level of expenditures by the Distributor. The Trustees will, however, take into account such expenditures for purposes of reviewing operations under the Rule 12b-1 Plan and in connection with their annual consideration of the Rule 12b-1 Plan’s renewal. The Distributor has indicated that it expects its expenditures to include, without limitation: (a) the printing and mailing of Fund prospectuses, statements of additional information and any supplements thereto, and shareholder reports, other than those sent to current shareholders; (b) those relating to the development, preparation, printing and mailing of advertisements, sales literature and other promotional materials describing and/or relating to Fund shares; (c) holding seminars and sales meetings designed to promote the distribution of shares of the Fund; (d) obtaining information and providing explanations to wholesale and retail distributors of contracts regarding Fund investment objectives and policies and other information about the Fund and its Series, including the performance of the Series; (e) training sales personnel regarding the shares of the Fund; and (f) financing any other activity that the Distributor determines is primarily intended to result in the sale of shares of the Fund.

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The Rule 12b-1 plan provides that any person authorized to direct the disposition of monies paid or payable by the shares of the Fund pursuant to the Plan or any related agreement must provide to the Trustees, and the Trustees must review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

The Rule 12b-1 Plan and any Rule 12b-1 related agreement that is entered into by the Fund or the Distributor of the shares in connection with the Rule 12b-1 Plan will continue in effect for a period of more than one year only so long as continuance is specifically approved at least annually by vote of a majority of the Fund’s Board, and of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Rule 12b-1 Plan or any Rule 12b-1 related agreement, as applicable. In addition, the Rule 12b-1 Plan and any Rule 12b-1 related agreement may be terminated as to a Series at any time, without penalty, by vote of a majority of the outstanding shares of the Series or by vote of a majority of the Independent Trustees. The Rule 12b-1 Plan also provides that it may not be amended to increase the fee over 0.25% of average daily net assets annually that may be spent for distribution of shares of the Series without the approval of shareholders of the Series.

The Fund’s Distribution Agreement will remain in effect from year to year provided the Distribution Agreement’s continuance is approved annually by (i) a majority of the Trustees who are not parties to such agreement or “interested persons” (as defined in the 1940 Act) of the Fund or a Series and, if applicable, who have no direct or indirect financial interest in the operation of the Rule 12b-1 Plan or any such related agreement and (ii) either by vote of a majority of the Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

Required Vote

Approval of the Rule 12b-1 Plan by each Series requires the affirmative vote of a majority of the outstanding voting securities of such Series. Under the 1940 Act, a majority of a Series’ outstanding voting securities is defined as the lesser of (1) 67% of the outstanding shares represented at a meeting at which more than 50% of the Series’ outstanding shares are present in person or represented by proxy or (2) more than 50% of the Series outstanding voting securities. If the Rule 12b-1 Plan is not approved by shareholders of a Series, the shares such Series would not be subject to the new 0.25% Rule 12b-1 distribution and shareholder servicing fee.

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PROPOSAL 7: TO REORGANIZE THE FUND
AS A DELAWARE STATUTORY TRUST

(TO BE VOTED UPON BY SHAREHOLDERS OF ALL SERIES)

The Board of Trustees has proposed that the shareholders of the Fund approve the reorganization of the Fund in accordance with the form of the Agreement and Plan of Reorganization (the “Plan of Reorganization”) attached to this Proxy Statement as Appendix D and as described in detail in this Proxy Statement. Shareholders are being asked to consider a plan to reorganize the Fund from a Massachusetts business trust into a new Delaware statutory trust (the “Delaware Trust”). In the reorganization, each of the Series will become a series of the Delaware Trust. To accomplish the reorganization, the Delaware Trust has been formed and new series (the “New Series”) will be established as series of the Delaware Trust. The reorganization will not change the investment objective or principal investment strategy, independent accountant, or fiscal year of any of the Series. Each shareholder will own the same number of shares of the New Series immediately after the reorganization as the number of Series shares owned by the shareholder on the closing of the reorganization. The Delaware Trust will offer the same shareholder services as its predecessor Fund.

Reasons for the Proposed Reorganization

In the proposed reorganization, each Series would be reorganized as a series of the newly created Delaware Trust. The Delaware Trust would have a substantially similar trust instrument and common fundamental investment restrictions. As a manager of a number of registered investment fund trust organizations, VIA expects that it can achieve more efficient operations by having the trusts adopt consistent charters and be subject to the same jurisdictional requirements. VIA believes that further integrating all of the Fund’s Series by adopting a single business form, domicile, form of trust instrument and fundamental investment restrictions, consistent with those that are in effect with the Virtus Mutual Funds, offers the opportunity for operational efficiencies that will benefit all shareholders.

The Trustees believe that the proposed Delaware Trust form provides the most flexible and cost efficient method of providing different investment vehicles to present and prospective shareholders. VIA believes that the use of a common form of organization will help in the administration of the Fund. Delaware law offers a mutual fund certain advantages compared with Massachusetts law. Delaware law provides that the shareholders and trustees of a Delaware statutory 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 Delaware statutory trust is liable for the debts of another series. This is another potential, although remote, risk in the case of a Massachusetts business trust.

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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 Trustees the ability to adapt the Delaware Trust to future contingencies; for example, the Trustees will have the power to amend the Delaware trust instrument, merge or consolidate the New Series 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. The flexibility under the Delaware trust instrument 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 Fund’s current Massachusetts trust instrument and the proposed Delaware trust instrument, see “Comparative Information on Shareholders’ Rights Under Massachusetts and Delaware Trusts” attached to this proxy statement as Appendix I.

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 Series will transfer all of its assets to a corresponding New Series in exchange solely for all of the shares of such New Series. Each New Series will also assume all of the liabilities of its predecessor Series. Immediately thereafter, each Series will liquidate and distribute shares of the corresponding New Series to its shareholders in exchange for their shares of that Series. This will be accomplished by opening an account on the books of the corresponding New Series in the name of each shareholder of record of the Series and by crediting to each account the shares due in the reorganization. Every shareholder will own the same number of shares of the New Series as the number of Series shares held by the shareholder 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 Fund and the Delaware Trust of an opinion from the law firm of Sullivan & Worcester LLP that, for federal income tax purposes, the reorganization contemplated by the reorganization agreement will qualify as a tax-free reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that each Series will be “a party to a reorganization,” within the meaning of section 368(b) of the Code, and (b) the approval of the reorganization agreement by the shareholders of each of the Series of the Fund. The reorganization agreement may be terminated and the reorganization abandoned at any time, before or after approval by the shareholders of the Series 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 Series without shareholder approval.

The closing of the reorganization is scheduled to occur after the conditions to closing set forth in the reorganization agreement are satisfied or waived. VIA currently anticipates that the closing will occur before March 31, 2011.

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Effect of Shareholder Approval of the Plan of Reorganization

Under the 1940 Act, the shareholders of a mutual fund must elect trustees and approve the initial investment management agreement for that fund. As such, if the Plan of Reorganization is approved and the Fund is reorganized into a Delaware statutory trust, the shareholders would need to vote on these items for the Delaware Trust. However, shareholder approval of the Plan of Reorganization will also constitute, for purposes of the 1940 Act, shareholder approval of: (1) the election of the Trustees of the Fund who are in office at the time of the reorganization as Trustees of the Delaware Trust, as set forth in Proposal 1 in this Proxy Statement; (2) an Investment Advisory Agreement between the Delaware Trust and VIA, subject to shareholder approval of the investment advisory agreement set forth in Proposal 2 in this Proxy Statement; (3) the Investment Subadvisory Agreements between VIA and the subadvisors, with respect to the Series, subject to shareholder approval of the investment subadvisory agreements set forth in Proposals 3-5 in this Proxy Statement; and (4) the Distribution and Shareholder Servicing Plan under Rule 12b-1 under the 1940 Act for shares of the New Series of the Delaware Trust, subject to shareholder approval of the Rule 12b-1 Plan set forth in Proposal 6 in this Proxy Statement.

If the transaction is approved by Fund shareholders, and prior to the reorganization, the officers will cause the Series, as the sole shareholders of the corresponding Delaware Trust, to vote their shares for the matters specified above. This action will enable the Delaware Trust to satisfy the requirements of the 1940 Act without involving the time and expense of another shareholder meeting. Upon shareholder approval, the Plan of Reorganization authorizes each Series, as the sole shareholder of the corresponding New Series prior to the distribution of shares of the New Series to Series shareholders, to, as applicable:

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

Management and Other Service Providers

If Fund shareholders approve Proposals 1 through 6 of this proxy statement, as described above, each Series, while it is the sole shareholder of the corresponding New Series, will approve each of the applicable items for the New Series. Therefore, if Proposal 2 is approved by Fund shareholders, VIA will continue to serve as investment advisor to each of the New Series following the reorganization. Each Series will also approve a new investment subadvisory agreement, on behalf of the New Series, with the subadvisor approved by shareholders of the Series in Proposals 3 through 5, or as described in the information statements included for the Phoenix-Aberdeen International Series, the Phoenix Multi-Sector Fixed Income Series and the Phoenix Strategic Allocation Series.

The investment advisory agreement with VIA and the subadvisory agreement with the respective subadvisor for the New Series, and the rate of advisory fees payable thereunder, will be substantially identical to the agreements being proposed for shareholder approval under Proposal 2 through 5 and as described in the information statements included for the Phoenix-Aberdeen International Series, the Phoenix Multi-Sector Fixed Income Series and the Phoenix Strategic Allocation Series.

PricewaterhouseCoopers LLP currently serves as each Series’ independent accountants and will also serve as independent accountants for the New Series. The Plan of Reorganization authorizes each Series, while it is the sole shareholder of the corresponding New Series, to ratify the selection of PricewaterhouseCoopers LLP as the New Series’ independent accountants. In addition, each Series will also appoint The Bank of New York Mellon as the custodian of the New Series’ assets, and will appoint BNY Mellon Investment Servicing (U.S.), Inc. as transfer agent, both to take effect following the reorganization.

Manager of Managers Exemptive Order

VIA and the Fund have each received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which the advisor is, subject to supervision and approval of the Board of Trustees, permitted to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the applicable series of a trust. The Fund and VIA therefore, with approval from the Board of Trustees, would have the right to hire, terminate, or replace unaffiliated subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. VIA will continue to have the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination and replacement to the Board of Trustees. Within 90 days of the hiring of any new subadvisor for a Series, variable contract owners that are invested in the Series through their contract will be furnished with all information about the new subadvisor that would be in a proxy statement seeking shareholder approval of the new subadvisor. The exemptive order will continue to apply to the Delaware Trust, as the successor to the Fund and due to VIA’s position as its investment advisor.

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Fiscal Year

Each of the Series currently operates on a fiscal year ending December 31. Following the reorganization, the New Series will also operate on a fiscal year ending December 31.

Investment Objectives, Principal Investment Strategy and Fundamental Investment Restrictions

The investment objective and principal investment strategy of each New Series will be identical to the investment objective and principal investment strategy of the corresponding Series. The fundamental investment restrictions of each New Series will be identical to the fundamental investment restrictions of the corresponding Series immediately prior to the reorganization. The fundamental investment restrictions will reflect any changes that are approved by shareholders pursuant to Proposal 8.

Federal Income Tax Consequences

The reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under section 368 of the Code. As a condition to the reorganization, the Fund will receive an opinion from the law firm of Sullivan & Worcester LLP that, based upon 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:

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The Fund 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 Series in exchange for corresponding New Series shares, the assumption by the New Series of all known liabilities of such Series, and the distribution of such shares to the Series, do not constitute a “reorganization” within the meaning of Section 368(a) of the Code, each Series’ Record Holder generally will recognize gain or loss equal to the difference between the value of the corresponding New Series shares such Record Holder acquires and the tax basis of such Record Holder’s Series shares. However, assuming each Contract Owner’s Contract is treated as a variable annuity for federal income tax purposes, each Contract Owner will not recognize taxable income as a result of the Reorganization.

Contract Owners of the Series 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, Contract Owners of the Series should also consult tax advisers as to state and local tax consequences, if any, of the reorganization.

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Comparative Information on Distribution Arrangements

The distribution arrangements of each New Series will be the same as those of the corresponding Series, and will reflect any changes that are approved by shareholders pursuant to Proposal 6. The reorganization will be effected at net asset value. No sales charge will be imposed in connection with the reorganization. The Series do not assess any sales charge, either when selling or when redeeming securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, along with other applicable contract charges.

The Board of Trustees has approved a distribution agreement under which VP Distributors, Inc. will be the distributor of shares of the New Series. The Delaware Trust will adopt a Distribution and Shareholder Servicing Plan under Rule 12b-1 under the 1940 Act relating to the sale and promotion of shares of the New Series and the furnishing of shareholder services, subject to shareholder approval of the Rule 12b-1 Plan set forth in Proposal 6 in this Proxy Statement.

Required Vote

Approval of the Plan of Reorganization by each Series to reorganize the Series as series of a Delaware statutory trust requires the affirmative vote of a majority of the outstanding voting securities of the Series. Under the 1940 Act, a majority of a Series’ outstanding voting securities is defined as the lesser of (1) 67% of the outstanding shares represented at a meeting at which more than 50% of the Series’ outstanding shares are present in person or represented by proxy or (2) more than 50% of the Series outstanding voting securities. If the Plan of Reorganization is not approved by shareholders of a Series, the Trustees of the Fund will consider other possible courses of action in the best interests of the Series and its shareholders.

PROPOSAL 8: TO CHANGE THE FUNDAMENTAL
INVESTMENT RESTRICTION REGARDING LENDING

(TO BE VOTED UPON BY SHAREHOLDERS OF ALL SERIES)

Introduction

The Board of Trustees has proposed that the shareholders of the Fund approve the change in the fundamental investment restriction of the Fund regarding lending by a Series of the Fund. Subject to shareholder approval of the other Proposals in this Proxy Statement, the Fund will become part of the Virtus Mutual Fund complex. The proposed fundamental investment restriction set forth below, regarding lending by Series of the Fund, is intended to conform the fundamental investment restriction of the Fund to the language of the standard fundamental investment restrictions of other trusts in the Virtus Mutual Fund complex. The Board believes that execution of the investment strategy and implementation of appropriate compliance protocols will be enhanced by utilizing consistent language across the trusts in the Virtus Mutual Fund complex.

At the Meeting, shareholders of each Series will be asked to approve the proposed fundamental investment restriction for such Series.

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Discussion of Proposed Modification

Under the 1940 Act, a mutual fund must have a fundamental policy regarding lending. The current fundamental investment restriction is more restrictive than mandated by the 1940 Act and is not clear as to whether investments in loan participations and assignments which are unfunded are permitted for the Series. It is common for portfolios of funds investing in fixed income securities to hold such investments from time to time. The proposed restriction is consistent with the 1940 Act requirements and industry standards. The Board has evaluated this Proposal and believes the modification will clarify the investment subadvisors’ ability to execute the investment strategies of the Series of the Fund by explicitly permitting such investments by the Series. Investing in loan participations and assignments involve the risk that the borrower may default on the loan and the Series may not be able to recover the amount invested in such loan participations and assignments.

Basis for the Board’s Recommendation

At a meeting held on August 12, 2010, the Board of Trustees, including the Independent Trustees, reviewed the proposed fundamental investment restriction change and determined that the proposal would benefit the Fund and its Series, and their respective shareholders. The Board determined that this change would clarify the ability of VIA or a subadvisor to manage the investment portfolios of the Series of the Fund by clarifying that they have greater investment flexibility to pursue their investment objective and principal investment strategies and respond to a changing investment environment. In addition, the proposed change would not affect the Series’ investment objectives and investment strategies, and, should shareholders approve the proposed change, the Series do not intend to change their investment objectives or investment strategies. Furthermore, the Board noted that this change generally should not result in a substantial change in the manner in which the Series are currently being managed. Accordingly, the Board, including the Independent Trustees, concluded that it would be in the best interests of the Fund and its shareholders to approve the Proposal. The Board of Trustees recommends a vote “FOR” Proposal 8.

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Required Vote

Approval of the change in the fundamental investment restriction by each Series requires the affirmative vote of a majority of the votes cast at the Meeting by such Series. If the change in the fundamental investment restriction is not approved by shareholders of a Series, such Series would continue to be subject to the current investment restriction of the Fund regarding lending, and would not be subject to the new investment restriction.

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INFORMATION STATEMENT REGARDING THE
SUBADVISORY AGREEMENT WITH ABERDEEN

Introduction

The purpose of this Information Statement is to notify shareholders of the Phoenix-Aberdeen International Series that the Board approved a new investment subadvisory agreement between VIA and Aberdeen Asset Management Inc. (“Aberdeen”), subject to the approval by the Fund’s shareholders of VIA as the investment advisor under Proposal 2 of this Proxy Statement. PVA has acted as investment advisor to the Phoenix-Aberdeen International Series since August 1, 2007, and currently serves as such pursuant to an investment advisory agreement between PVA and the Series as of that date. Aberdeen has been the subadvisor to the Phoenix-Aberdeen International Series since October 27, 1998, and currently serves as such pursuant to an investment subadvisory agreement between PVA and Aberdeen dated August 1, 2007. Aberdeen was last approved as subadvisor by the shareholders of the Series at a special meeting called for the purpose of approving the agreement on August 24, 1998. The Board, including a majority of the independent Trustees, last renewed the investment advisory agreement (the “Previous Advisory Agreement”) between PVA and the Series, and the investment subadvisory agreement (the “Previous Subadvisory Agreement”) between PVA and Aberdeen, at meetings held on November 16-17, 2009.

Subject to shareholder approval of Proposal 2 discussed above, VIA will become the new investment advisor to this Series pursuant to an investment advisory agreement between VIA and the Fund (the “New Advisory Agreement”). In connection with PVA’s termination as advisor to the Series, the Previous Subadvisory Agreement will also terminate according to its terms. In the role of advisor to the Series, VIA has the responsibility to recommend to the Board of Trustees of the Fund the hiring, termination and replacement of subadvisors. After analysis of the Series’ performance, VIA recommended to the Board of Trustees of the Fund that Aberdeen be appointed to continue as the subadvisor to the Series.

At a meeting of the Board of Trustees held on July 26, 2010, the Trustees (including the Independent Trustees) approved an investment subadvisory agreement between VIA and Aberdeen with respect to the Series (the “Subadvisory Agreement”). The Subadvisory Agreement will go into effect on or about November 5, 2010. As discussed below, the Subadvisory Agreement is the same in all material respects to the Previous Subadvisory Agreement, except for the advisor, the computation of the subadvisory fee and the effective date and term of the Agreement. As with the Previous Subadvisory Agreement, the Series does not pay the subadvisory fee under the Subadvisory Agreement. If approved by the shareholders, the New Advisory Agreement between the Fund and VIA relating to the Series will go into effect on or about November 5, 2010, and the fees payable to VIA by the Series under the New Advisory Agreement will not change.

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VIA and the Fund have each been granted an exemptive order (the “Order”) from the SEC that permits the advisor and the trust to hire, terminate, and replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. VIA has the ultimate responsibility to oversee subadvisors and recommend their hiring, termination, and replacement to the Fund’s Board of Trustees. As a condition of the Order, VIA and the Fund must provide you with this Information Statement to update you with respect to these subadvisory changes. More information about the Order is provided below.

The Previous Subadvisory Agreement

The Previous Subadvisory Agreement provided that it would remain in effect until December 31, 2008 and would continue in full force and effect for successive periods of one year thereafter only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approved its continuance at least annually. The Previous Subadvisory Agreement would be subject to termination by PVA or Aberdeen upon 60 days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ Previous Advisory Agreement with PVA.

The Previous Subadvisory Agreement obligated Aberdeen to: (i) make investment decisions on behalf of the Series; (ii) place all orders for the purchase and sale of investments for the Series with brokers or dealers selected by Aberdeen; (iii) vote all proxies for portfolio securities in accordance with policies and procedures adopted by the Series; and (iv) perform certain limited related administrative functions in connection therewith.

The Previous Subadvisory Agreement also generally provided that, absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties under the Previous Subadvisory Agreement on the part of Aberdeen, Aberdeen would not be liable for any act or omission in the course of, or connected with, rendering services under the Previous Subadvisory Agreement.

Under the Previous Subadvisory Agreement, PVA paid a subadvisory fee to Aberdeen, consisting of a monthly fee computed at 0.375% on the first $250 million, 0.35% on the next $250 million and 0.325% on all assets over $500 million of the average daily net assets held by the Series. In computing the fee to be paid to Aberdeen, the net asset value of the Series would be calculated as set forth in the then current registration statement of the Series. For the fiscal year ended December 31, 2009, PVA paid Aberdeen $1,311,853 in subadvisory fees with respect to its management of the Series.

The New Subadvisory Agreement

The terms of the new Subadvisory Agreement and Aberdeen’s obligations thereunder are the same in all material respects as those of the Previous Subadvisory Agreement, except for the advisor, the computation of the subadvisory fee and the effective date and term. The Subadvisory Agreement provides that it will remain in effect until December 31, 2011, and thereafter for successive periods of one year only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approves its continuance at least annually. The Subadvisory Agreement would be subject to termination by VIA or Aberdeen upon 60 days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ New Advisory Agreement with VIA.

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The Subadvisory Agreement would provide that Aberdeen shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Subadvisory Agreement, or in accordance with specific directions or instructions from the Series; provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, a violation of the standard of care established by and applicable to the subadvisor in its actions under the Subadvisory Agreement or a breach of the subadvisor’s duty or of its obligations under the Subadvisory Agreement and except to the extent otherwise provided by law.

Subadvisory Fee

Under the Subadvisory Agreement, VIA will pay a subadvisory fee to Aberdeen consisting of a monthly fee computed at the rate of 0.25% of the average daily net assets held by the Series. Under the Subadvisory Agreement, the subadvisory fee is lower than what was paid under the Previous Subadvisory Agreement, so there would be a reduction in the subadvisory fee under the Subadvisory Agreement. The following table shows the actual aggregate subadvisory fee paid to Aberdeen by PVA on behalf of the Series for the fiscal year ended December 31, 2009 under the Previous Subadvisory Agreement, and what the aggregate subadvisory fee would have been if the subadvisory fee under the Subadvisory Agreement had been in effect with respect to the Series:

The fee shall be prorated for any month during which the Subadvisory Agreement is in effect for only a portion of the month. In computing the fee to be paid to the subadvisor, the net asset value of the Series shall be calculated as set forth in the then current registration statement of the Series.

As with the Previous Subadvisory Agreement, the Series does not pay the subadvisory fee under the Subadvisory Agreement. If approved by the shareholders, the New Advisory Agreement between the Fund and VIA relating to the Series will go into effect on or about November 5, 2010, and the fee payable to VIA by the Series under the New Advisory Agreement will not change.

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Basis for the Board’s Approval

The Board believes that the Series’ shareholders can benefit from continued management of the Series’ assets by Aberdeen, which has demonstrated consistent performance for its international investments. No material changes to the Series’ current principal investment strategies would occur if the Subadvisory Agreement is approved and continued.

In approving the Subadvisory Agreement, the Board of Trustees, including the Independent Trustees, requested and evaluated information provided by VIA and Aberdeen which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether entering into the Subadvisory Agreement with Aberdeen would be in the best interests of the Series and its shareholders. The Board considered all the criteria separately with respect to the Series and its shareholders. Prior to making its final decision for the Series, the Independent Trustees met privately with their independent counsel to discuss the information provided.

In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and each Trustee attributed different weights to the various factors. In approving the Subadvisory Agreement, the Trustees, including the Independent Trustees, considered various factors, including:

1)     the nature, extent and quality of the services to be provided by Aberdeen. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by Aberdeen concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that Aberdeen would continue to provide portfolio management, compliance with the Series’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for each portfolio manager of Aberdeen who would be providing services under the Subadvisory Agreement and noted the breadth and depth of experience presented with the team leaders having over 90 years of cumulative experience in the financial industry. In considering the approval of the Subadvisory Agreement, therefore, the Trustees considered Aberdeen’s investment management process, including (a) the experience, capability and integrity of Aberdeen’s management and other personnel committed by Aberdeen to the Series; (b) the quality and commitment of Aberdeen’s regulatory and legal compliance policies, procedures and systems; and (c) Aberdeen’s brokerage and trading practices;

2)     the rate of the investment subadvisory fee that would be paid by VIA (and not the Series) under the Subadvisory Agreement, and the advisory fee paid by the Series. The Trustees noted that the subadvisory fee to be paid under the Subadvisory Agreement would be lower than the fee paid under the Previous Subadvisory Agreement;

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3)     the prior performance of the Series during the period it was managed by Aberdeen, which outperformed the MSCI EAFE Index over the one-, three-, five- and ten-year periods ended May 31, 2010; and

4)     the fact that there are no tangible benefits to Aberdeen in providing investment advisory services to the Series, other than the fees to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that managing the Series could enhance Aberdeen’s reputation in the marketplace, and, therefore, would enable Aberdeen to attract additional client relationships.

In considering the profitability to Aberdeen of its relationship with the Series, the Board noted that the fee under the Subadvisory Agreement would be paid by VIA out of the advisory fee that it receives under the New Advisory Agreement, and that the subadvisory fee would be reduced from the subadvisory fee paid under the Previous Subadvisory Agreement. For these reasons, the profitability to Aberdeen of its relationship with the Series was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in Aberdeen’s management of the Series to be a material factor in its consideration at this time. Based on all the foregoing reasons, the Board concluded that the Subadvisory Agreement was favorable for shareholders because shareholders could benefit from the continued management of the Series’ assets by the global equity investment team at Aberdeen.

MORE INFORMATION ABOUT ABERDEEN

Aberdeen Asset Management Inc. is a wholly-owned subsidiary of Aberdeen Asset Management PLC, and its principal offices are located at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103. Aberdeen Asset Management Asia Limited is a direct subsidiary of Aberdeen Asset Management PLC, and its principal offices are located at 21 Church Street, #01-01 Capital Square Two, Singapore 049480. Aberdeen Asset Management PLC was founded in 1983 and through subsidiaries operating from offices in Scotland; London, England; Singapore; the United States and elsewhere around the globe, provides investment management services to unit and investment trusts, segregated pension funds and other institutional and private portfolios. As of June 30, 2010, Aberdeen Asset Management PLC had $246.4 billion of assets under management on behalf of its global client base.

Following are the five (5) most senior members of the Aberdeen Global Equity team based in Edinburgh, Scotland, which is responsible for managing all global and international portfolios and which will continue to manage the Series:

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The following persons serve as the principal executive officers and directors of Aberdeen:

The address for all directors and executive officers is Aberdeen Asset Management Inc., 1735 Market Street, 32nd Floor, Philadelphia, PA 19103.

Aberdeen does not currently serve as an investment subadvisor to any registered funds that have a similar investment objective to the Series.

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INFORMATION STATEMENT REGARDING THE
SUBADVISORY AGREEMENT WITH GOODWIN

Introduction

The purpose of this Information Statement is to notify shareholders of the Phoenix Multi-Sector Fixed Income Series and Phoenix Strategic Allocation Series that the Board approved a new investment subadvisory agreement between VIA and Goodwin Capital Advisers, Inc. (“Goodwin”), subject to the approval by shareholders of VIA as the investment advisor under Proposal 2 of this Proxy Statement. PVA has acted as investment advisor to both Phoenix Multi-Sector Fixed Income Series and Phoenix Strategic Allocation Series as of August 1, 2007, and currently serves as such pursuant to investment advisory agreements between PVA and the Series as of that date. Prior to August 1, 2007, PIC, a Phoenix affiliate at the time, served as the investment advisor to the Phoenix Multi-Sector Fixed Income Series pursuant to a management agreement, last approved by the shareholders by sole shareholder action in lieu of a shareholder meeting on December 5, 1986, and to Phoenix Strategic Allocation Series pursuant to a management agreement, last approved by the shareholders at a special meeting called for the purpose of approving the agreement on August 4, 1999. As a result of a realignment in investment advisors wholly owned and controlled by Phoenix, PVA took over as the advisor to the Series from PIC as of August 1, 2007. PVA in turn appointed Goodwin as investment subadvisor to the Multi-Sector Fixed Income Series, pursuant to an investment subadvisory agreement between PVA and Goodwin (the “Fixed Income Subadvisory Agreement”) dated August 1, 2007. PVA also appointed Goodwin as investment subadvisor to manage the fixed income portion of the Strategic Allocation Series, pursuant to an investment subadvisory agreement between PVA and Goodwin (the “Strategic Allocation Subadvisory Agreement,” and together with the Fixed Income Subadvisory Agreement, the “Previous Subadvisory Agreements”) dated August 1, 2007. VIA was appointed as investment subadvisor to manage the equity portion of the Strategic Allocation Series by PVA, and currently serves as such pursuant to an investment subadvisory agreement between PVA and VIA dated August 1, 2007. The Fund relied on an opinion of counsel to determine these actions were not an assignment of the advisory contract that is subject to shareholder approval. If shareholders approve VIA as the investment advisor to the Fund under Proposal 2 of this Proxy Statement, VIA will continue to manage the equity portion of the Strategic Allocation Series as described in Proposal 2 above. The Board, including a majority of the independent Trustees, last renewed the investment advisory agreement (the “Previous Advisory Agreement”) between PVA and the Series, and the Previous Subadvisory Agreements between PVA and Goodwin, at meetings held on November 16-17, 2009.

Subject to shareholder approval of Proposal 2 discussed above, VIA will become the new investment advisor to this Series pursuant to an investment advisory agreement between VIA and the Fund (the “New Advisory Agreement”). In connection with PVA’s termination as advisor to the Series, the Previous Subadvisory Agreements will also terminate according to their terms. In the role of advisor to the Series, VIA has the responsibility to recommend to the Board of Trustees of the Fund the hiring, termination and replacement of subadvisors. After analysis of the Series’ performance, VIA recommended to the Board of Trustees of the Fund that Goodwin be appointed to continue as the subadvisor to both Series.

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At a meeting of the Board of Trustees held on July 26, 2010, the Trustees (including the Independent Trustees) approved an investment subadvisory agreement between VIA and Goodwin with respect to both Series (the “Subadvisory Agreement”). The Subadvisory Agreement will go into effect on or about November 5, 2010. As discussed below, the Subadvisory Agreement is the same in all material respects to the Previous Subadvisory Agreements, except for the advisor and the effective date and term of the Agreement. As with the Previous Subadvisory Agreements, the Series do not pay the subadvisory fees under the Subadvisory Agreement. If approved by the shareholders, the New Advisory Agreement between the Fund and VIA relating to the Series will go into effect on or about November 5, 2010, and the fees payable to VIA by the Series under the New Advisory Agreement will not change.

The Fixed Income Subadvisory Agreement

The Fixed Income Subadvisory Agreement provided that it would remain in effect until December 31, 2008 and would continue in full force and effect for successive periods of one year thereafter only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approved its continuance at least annually. The Fixed Income Subadvisory Agreement would be subject to termination by PVA or Goodwin upon 60 days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ Previous Advisory Agreement with PVA.

The Fixed Income Subadvisory Agreement obligated Goodwin to: (i) make investment decisions on behalf of the Series; (ii) place all orders for the purchase and sale of investments for the Series with brokers or dealers selected by Goodwin; (iii) vote all proxies for portfolio securities in accordance with policies and procedures adopted by the Series; and (iv) perform certain limited related administrative functions in connection therewith.

The Fixed Income Subadvisory Agreement also generally provided that, absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties under the Fixed Income Subadvisory Agreement on the part of Goodwin, Goodwin would not be liable for any act or omission in the course of, or connected with, rendering services under the Fixed Income Subadvisory Agreement.

Under the Fixed Income Subadvisory Agreement, PVA paid a subadvisory fee to Goodwin, consisting of a monthly fee computed at 0.20% of the average daily net assets held by the Series. Goodwin in turn paid a fee of 3.5% of its subadvisory fee to VIA under a Limited Services Sub-Subadvisory Agreement, under which VIA would provide recommendations to Goodwin related to the Series’ purchase and sale of municipal securities. In computing the fee to be paid to Goodwin, the net asset value of the Series would be calculated as set forth in the then current registration statement of the Series. For the fiscal year ended December 31, 2009, PVA paid Goodwin $387,273 in subadvisory fees with respect to its management of the Phoenix Multi-Sector Fixed Income Series.

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The Strategic Allocation Subadvisory Agreement

The Strategic Allocation Subadvisory Agreement provided that it would remain in effect until December 31, 2008 and would continue in full force and effect for successive periods of one year thereafter only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approved its continuance at least annually. The Strategic Allocation Subadvisory Agreement would be subject to termination by PVA or Goodwin upon 60 days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ Previous Advisory Agreement with PVA.

The Strategic Allocation Subadvisory Agreement obligated Goodwin to: (i) make investment decisions on behalf of the Series; (ii) place all orders for the purchase and sale of investments for the Series with brokers or dealers selected by Goodwin; (iii) vote all proxies for portfolio securities in accordance with policies and procedures adopted by the Series; and (iv) perform certain limited related administrative functions in connection therewith.

The Strategic Allocation Subadvisory Agreement also generally provided that, absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties under the Strategic Allocation Subadvisory Agreement on the part of Goodwin, Goodwin would not be liable for any act or omission in the course of, or connected with, rendering services under the Strategic Allocation Subadvisory Agreement.

Under the Strategic Allocation Subadvisory Agreement, PVA paid a subadvisory fee to Goodwin, consisting of a monthly fee computed at 0.23 % of the Series’ average daily fixed income assets. Goodwin in turn paid a fee of 3.5% of its subadvisory fee to VIA under a Limited Services Sub-Subadvisory Agreement, under which VIA would provide recommendations to Goodwin related to the Series’ purchase and sale of municipal securities. In computing the fee to be paid to Goodwin, the net asset value of the Series would be calculated as set forth in the then current registration statement of the Series. For the fiscal year ended December 31, 2009, PVA paid Goodwin $387,273 in subadvisory fees with respect to its management of the Phoenix Strategic Allocation Series.

The New Subadvisory Agreement

The terms of the new Subadvisory Agreement and Goodwin’s obligations thereunder are the same in all material respects as those of the Previous Subadvisory Agreements, except for the advisor and the effective date and term. The Subadvisory Agreement provides that it will remain in effect until December 31, 2011, and thereafter with respect to each Series for successive periods of one year only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approves its continuance at least annually. The Subadvisory Agreement would be subject to termination by VIA or Goodwin upon 60 days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ New Advisory Agreement with VIA.

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The Subadvisory Agreement would provide that Goodwin shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Subadvisory Agreement, or in accordance with specific directions or instructions from the Series; provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, a violation of the standard of care established by and applicable to the subadvisor in its actions under the Subadvisory Agreement or a breach of the subadvisor’s duty or of its obligations under the Subadvisory Agreement and except to the extent otherwise provided by law.

Subadvisory Fee

Under the Subadvisory Agreement, VIA will pay a subadvisory fee to Goodwin consisting of a monthly fee computed at the rate of 0.20% of the average daily net assets of the Phoenix Multi-Sector Fixed Income Series, and 0.23% of the average daily fixed income assets of the Phoenix Strategic Allocation Series, with an appropriate reduction of 3.5% for VIA’s services in providing recommendations to Goodwin related to the Series’ purchase and sale of municipal securities. This is identical to the fees under the Previous Subadvisory Agreements, so there will be no change to either the advisory or subadvisory fee under the Subadvisory Agreement. The fees paid under the Previous Subadvisory Agreements for the last fiscal year are identical to what would have been paid if the Subadvisory Agreement would have been in effect over that time period. The fees shall be prorated for any month during which the Subadvisory Agreement is in effect for only a portion of the month. In computing the fee to be paid to the subadvisor, the net asset value of each Series shall be calculated as set forth in the then current registration statement of the Series.

As with the Previous Subadvisory Agreements, the Series do not pay the subadvisory fee under the Subadvisory Agreement. If approved by the shareholders, the New Advisory Agreement between the Fund and VIA relating to the Series will go into effect on or about November 5, 2010, and the fees payable to VIA by the Series under the New Advisory Agreement will not change.

Basis for the Board’s Approval

The Board believes that the Series’ shareholders can benefit from continued management of the Series’ assets by Goodwin, which has demonstrated consistent performance for its fixed income investments. No material changes to the Series’ current principal investment strategies would occur if the Subadvisory Agreement is approved.

In approving the Subadvisory Agreement, the Board of Trustees, including the Independent Trustees, requested and evaluated information provided by VIA and Goodwin which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether entering into the Subadvisory Agreement with Goodwin would be in the best interests of the Series and their shareholders. The Board considered all the criteria separately with respect to each Series and its shareholders. Prior to making its final decision for the Series, the Independent Trustees met privately with their independent counsel to discuss the information provided.

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In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and each Trustee attributed different weights to the various factors. In approving the Subadvisory Agreement, the Trustees, including the Independent Trustees, considered various factors, including:

1)     the nature, extent and quality of the services to be provided by Goodwin. The Trustees received in advance of the meeting information in the form of an extensive questionnaire completed by Goodwin concerning a number of topics, including its investment philosophy, resources, operations and compliance structure. The Trustees noted that Goodwin would continue to provide portfolio management, compliance with the Series’ investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Trustees reviewed biographical information for each portfolio manager of Goodwin who would be providing services under the Subadvisory Agreement and noted the breadth and depth of experience presented with the team leaders having over 45 years of cumulative experience in the financial industry. In considering the approval of the Subadvisory Agreement, therefore, the Trustees considered Goodwin’s investment management process, including (a) the experience, capability and integrity of Goodwin’s management and other personnel committed by Goodwin to the Series; (b) the quality and commitment of Goodwin’s regulatory and legal compliance policies, procedures and systems; and (c) Goodwin’s brokerage and trading practices;

2)     the rate of the investment subadvisory fees that would be paid by VIA (and not the Series) under the Subadvisory Agreement, and the advisory fees paid by the Series, all of which would remain unchanged from the fees paid under the Previous Advisory Agreement and Previous Subadvisory Agreements;

3)     the prior performance of the Series during the period it was managed by Goodwin; and

4)     the fact that there are no other tangible benefits to VIA or Goodwin in providing investment advisory services to the Series, other than the fees to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that managing the Series could enhance Goodwin’s reputation in the marketplace, and, therefore, would enable Goodwin to attract additional client relationships.

In considering the profitability to Goodwin of its relationship with the Series, the Board noted that the fees under the Subadvisory Agreement would be paid by VIA out of the advisory fees that it receives under the New Advisory Agreement, and that the subadvisory fees would be paid at the same levels as those under the Previous Subadvisory Agreements. For these reasons, the profitability to Goodwin of its relationship with the Series was not a material factor in the Board’s deliberations at this time. For similar reasons, the Board did not consider the potential economies of scale in Goodwin’s management of the Series to be a material factor in its consideration at this time. Based on all the foregoing reasons, the Board concluded that the Subadvisory Agreement was favorable for shareholders because shareholders could benefit from the continued management of the Series’ assets by the fixed income investment team at Goodwin.

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MORE INFORMATION ABOUT GOODWIN

Goodwin Capital Advisers, Inc. is located at One American Row, Hartford, Connecticut 06102-5056. Goodwin is registered as an investment advisor under the Investment Advisers Act of 1940, and is an affiliate of PVA and a wholly-owned subsidiary of The Phoenix Companies. Goodwin acts as subadvisor for 17 mutual funds and manages fixed income assets for individuals and institutions. As of June 30, 2010, Goodwin had $15.8 billion of assets under management.

The Series will be continue to be managed by the same portfolio manager as under the Previous Subadvisory Agreements:

The following persons serve as the principal executive officers of Goodwin:

The address for all executive officers is Goodwin Capital Advisers, Inc., One American Row, Hartford, Connecticut 06102-5056.