As filed with the Securities and Exchange Commission on September 21, 2004
Registration Nos. 333-118174
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|X| Pre-Effective Amendment No. _1__ [ ] Post-Effective Amendment No. ___
--------------------
PHOENIX EQUITY TRUST
(Formerly, Phoenix-Aberdeen Worldwide Opportunities Fund)
(Exact Name of Registrant as Specified in Charter)
--------------------
c/o Phoenix Equity Planning Corporation
101 Munson Street, Greenfield, Massachusetts 01301
(Address of Principal Executive Offices)
(800) 243-1574
(Registrant's Telephone Number, including Area Code)
--------------------
John R. Flores, Esq.
c/o Phoenix Life Insurance Company
One American Row, Hartford, Connecticut 06102-5056
(Name and address of Agent for Service)

Copies of Communications to:
Matthew A. Swendiman, Esq.
c/o Phoenix Life Insurance Company
One American Row, Hartford, Connecticut 06102-5056

Richard L. Teigen
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202
--------------------
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.

It is proposed that this filing will become effective on September 21,
2004, pursuant to Rule 488 under the Securities Act of 1933.

--------------------
Title of Securities Being Registered: Shares of beneficial interest,
no par value per share.

Registrant is relying on Section 24(f) of the Investment Company Act of
1940, as amended, which permits registration of an indefinite number of shares
of beneficial interest of the Phoenix Mid-Cap Value Fund. Accordingly, no filing
fee is due in connection with this Registration Statement.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

PHOENIX EQUITY TRUST
(FORMERLY, PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND)

CROSS REFERENCE SHEET
Pursuant to Rule 481(a)

Form N-14 Item No. and Caption Caption or Location in Prospectus/Proxy Statement
- ---------------------------------------------------------- -------------------------------------------------------

Part A: Information Required in Prospectus/Proxy Statement

1. Beginning of Registration Statement and Outside Cover Page; Cross Reference Sheet
Front Cover Page of Prospectus

2. Beginning and Outside Back Cover Page of Prospectus Table of Contents

3. Fee Table, Synopsis Information and Risk Factors Synopsis; Principal Risk Factors; Comparison of
Investment Objectives and Policies

4. Information about the Transaction Synopsis; The Proposed Reorganization; Comparative
Information on Shareholder Rights; Exhibit A (Form of
Agreement and Plan of Reorganization)

5. Information about the Registrant Cover Page; Synopsis; Principal Risk Factors;
Substantially the Same Investment Objectives and
Policies; The Proposed Reorganization; Comparative
Information on Distribution Arrangements; Comparative
Information on Shareholder Services; Comparative
Information on Shareholder Rights; Management and Other
Service Providers

6. Information about the Company Being Acquired Synopsis; Comparison of Investment Objectives and
Policies; The Proposed Reorganization; Comparative
Information on Distribution Arrangements; Comparative
Information on Shareholder Services; Comparative
Information on Shareholder Rights; Prospectus of the
FMI Mutual Funds, Inc., dated October 30, 2003, as
supplemented

7. Voting Information Synopsis; The Proposed Reorganization; Comparative
Information on Shareholder Rights; Voting Information

8. Interest of Certain Persons and Experts The Proposed Reorganization

9. Additional Information Required for Reoffering By Not Applicable
Persons Deemed to be Underwriters

Part B: Information Required in Statement of Additional Information

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. Additional Information about the Registrant Cover Page

Form N-14 Item No. and Caption Caption or Location in Prospectus/Proxy Statement
- ---------------------------------------------------------- -------------------------------------------------------

13. Additional Information about the Company Being Cover Page; Statement of Additional Information of FMI
Acquired Mutual Funds, Inc. dated October 30, 2003, as supplemented

14. Financial Statements Annual Report of the Registrant for the year ended June 30,
2004; Annual Report of FMI Mutual Funds, Inc. for the year
ended June 30, 2004; and Pro Forma Financial Statements

Part C: Other Information

15. Indemnification Indemnification

16. Exhibits Exhibits

17. Undertakings Undertakings

FMI SASCO CONTRARIAN VALUE FUND

A SERIES OF FMI MUTUAL FUNDS, INC.
225 EAST MASON STREET
MILWAUKEE, WISCONSIN 53202
(800) 811-5311

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

September 21, 2004

Dear Shareholder:

The FMI Sasco Contrarian Value Fund (the "Merging Series"), a series of FMI
Mutual Funds, Inc. (the "FMI Company"), will hold a Special Meeting of
Shareholders at 2:00 p.m., local time, on October 7, 2004, at the offices of
Phoenix Investment Partners, Ltd., 56 Prospect Street, Hartford, CT 06115-0480.
At the Special Meeting, the shareholders of the Merging Series will vote on an
Agreement and Plan of Reorganization under which the Merging Series will be
combined with the Phoenix Mid-Cap Value Fund (the "Surviving Series"), a series
of Phoenix Equity Trust. The investment objective and policies of the Surviving
Series are the same as those of the Merging Series. If the reorganization
agreement is implemented, you will become a shareholder of the Surviving Series
and will receive Class A shares of the Surviving Series with an aggregate net
asset value equal to the aggregate net asset value of your investment in the
Merging Series. No sales charge will be imposed in connection with the
reorganization. Phoenix Investment Counsel, Inc. will pay all costs of the
reorganization.

The Board of Directors of the FMI Company believes that the reorganization
will provide shareholders of the Merging Series with reduced shareholder
expenses by reason of a provision of the Agreement and Plan of Reorganization
obligating the Surviving Series to limit total fund operating expenses to 1.25%
of total net assets, while maintaining the same investment objective, strategies
and techniques of the Merging Series. The Board of Directors has carefully
considered and has unanimously approved the proposed reorganization, as
described in the accompanying materials, and believes that the reorganization is
in the best interests of the Merging Series and its shareholders. Therefore, the
Board of Directors recommends that you vote in favor of the Agreement and Plan
of Reorganization.

We have enclosed a copy of the Notice of Special Meeting of Shareholders, the
Prospectus/Proxy Statement and a proxy card. This card should be used to
register your vote on the proposals to be acted upon at the Special Meeting. It
is important for you to provide voting instructions with respect to the issues
described in the accompanying Prospectus/Proxy Statement. We recommend that you
read the Prospectus/Proxy Statement in its entirety as the explanations will
help you to decide what voting instructions you would like to provide.

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

o BY MAIL - using the enclosed Proxy Card(s) and postage paid envelope

o IN PERSON - at the Special Meeting

We encourage you to vote. Whichever method you choose, please read the
enclosed Prospectus/Proxy Statement carefully before you vote.

YOUR VOTE ON THESE MATTERS IS IMPORTANT. PLEASE COMPLETE EACH PROXY CARD AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. PLEASE RESPOND - IN ORDER TO AVOID
THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED.

Sincerely,

Donald S. Wilson
Secretary

FMI SASCO CONTRARIAN VALUE FUND

A SERIES OF FMI MUTUAL FUNDS, INC.
225 EAST MASON STREET
MILWAUKEE, WISCONSIN 53202
(800) 811-5311

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 7, 2004

TO THE SHAREHOLDERS:

The FMI Sasco Contrarian Value Fund, a series of FMI Mutual Funds, Inc., a
Wisconsin corporation, will hold a Special Meeting of Shareholders at the
offices of Phoenix Investment Partners, Ltd., 56 Prospect Street, Hartford, CT
06115-0480, on October 7, 2004 at 2:00 p.m., local time, for the following
purposes:

1. To consider and act upon a proposal to approve the Agreement and Plan of
Reorganization, dated October 7, 2004, and the transactions it
contemplates, including (a) the transfer of all of the assets of the FMI
Sasco Contrarian Value Fund, a series of FMI Mutual Funds, Inc., to the
Phoenix Mid-Cap Value Fund, a series of Phoenix Equity Trust, in
exchange solely for Class A shares of the Phoenix Mid-Cap Value Fund and
the assumption by the Phoenix Mid-Cap Value Fund of all liabilities of
the FMI Sasco Contrarian Value Fund and (b) the distribution of the
shares of the Phoenix Mid-Cap Value Fund so received to shareholders of
the FMI Sasco Contrarian Value Fund in complete liquidation of the FMI
Sasco Contrarian Value Fund.

2. To consider and act upon any other business as may properly come before
the meeting and any adjournment(s) thereof.

You are entitled to vote at the meeting and any adjournment(s) if you owned
shares of the FMI Sasco Contrarian Value Fund at the close of business on August
31, 2004.

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

o BY MAIL - using the enclosed Proxy Card(s) and postage paid envelope

o IN PERSON - at the Special Meeting

We encourage you to vote. Whichever method you choose, please read the
enclosed proxy statement carefully before you vote.

If you sign, date, and return the proxy card but give no voting instructions,
your shares will be voted "FOR" the proposal noticed above.

By Order of the Board of Directors of
FMI Mutual Funds, Inc.

Donald S. Wilson
Secretary

Milwaukee, Wisconsin
September 21, 2004

INTENTIONALLY LEFT BLANK

PHOENIX MID-CAP VALUE FUND

A SERIES OF PHOENIX EQUITY TRUST
C/O PHOENIX EQUITY PLANNING CORPORATION
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
(800) 243-1574

FMI SASCO CONTRARIAN VALUE FUND

A SERIES OF FMI MUTUAL FUNDS, INC.
225 EAST MASON STREET
MILWAUKEE, WISCONSIN 53202
(800) 811-5311

PROSPECTUS/PROXY STATEMENT

DATED SEPTEMBER 21, 2004

This Prospectus/Proxy Statement is being furnished to you in connection with
the solicitation of proxies by the Board of Directors of FMI Mutual Funds, Inc.
(the "FMI Company"), for use at the Special Meeting of Shareholders of the FMI
Sasco Contrarian Value Fund (the "Merging Series") to be held at 2:00 p.m.,
local time, on October 7, 2004 at the offices of Phoenix Investment Partners,
Ltd., 56 Prospect Street, Hartford, CT 06115-0480 and at any adjournment(s).

The purpose of the meeting is to consider an Agreement and Plan of
Reorganization that would effect the reorganization of the Merging Series into
the Phoenix Mid-Cap Value Fund ("Surviving Series"), a series of Phoenix Equity
Trust (the "Acquiring Trust"), as described below. Under the reorganization
agreement, all of the assets of the Merging Series would be transferred to the
Surviving Series in exchange solely for Class A shares of the Surviving Series
and the Surviving Series will assume all liabilities of the Merging Series.
These shares of the Surviving Series would then be distributed pro rata to the
shareholders of the corresponding class of the Merging Series, and then the
Merging Series would be liquidated. As a result of the proposed transactions,
each shareholder of the Merging Series would receive a number of full and
fractional shares of the Class A shares of the Surviving Series with an
aggregate net asset value equal to the aggregate net asset value of the
shareholder's Merging Series shares on the effective date of the reorganization.

The Surviving Series and the Merging Series are each portfolio series of
open-end management investment companies. The Surviving Series has been
established by the Acquiring Trust to receive all the assets of the Merging
Series and to carry on the business of the Merging Series following the
reorganization. It will have no operations prior to the proposed reorganization.
The investment objective, strategies and risk factors of the Surviving Series
are substantially the same as those of the Merging Series. The Merging Series
predominantly invests in and the Surviving Series will predominantly invest in
larger small capitalization companies and mid-capitalization companies.

The portfolio managers of the series look, or will look in the case of the
Surviving Series, for companies with restructuring and turnaround potential that
are selling at a substantial discount to their market value and future earnings
power. Phoenix Investment Counsel, Inc. ("PIC Adviser") is employed as the
investment adviser for the Surviving Series and Sasco Capital, Inc. ("Sasco") is
employed as the subadviser for the Surviving Series. Fiduciary Management, Inc.
("FMI Adviser") is employed as the investment adviser for the Merging Series and
Sasco is employed as the subadviser for the Merging Series.

This Prospectus/Proxy Statement, which you should retain for future
reference, sets forth concisely the information that you should know about the
Merging Series, the Surviving Series, and the transactions contemplated

by the reorganization agreement. As used in this Prospectus/Proxy Statement, the
term "series" collectively refers to the Merging Series and the Surviving
Series.

Additional information about the Merging Series is included in the current
Prospectus of FMI Mutual Funds, Inc., dated October 31, 2003, as supplemented. A
copy of such prospectus has been filed with the SEC, and is incorporated by
reference herein. Further information about the Merging Series is included in
the Statement of Additional Information for FMI Mutual Funds, Inc., dated
October 31, 2003, as supplemented, which also has been filed with the SEC and is
incorporated by reference herein. A copy of the Merging Series' Prospectus and
Statement of Additional Information may be obtained without charge by contacting
FMI Mutual Funds, Inc., 225 East Mason Street, Milwaukee, Wisconsin 53202, or by
telephoning FMI Mutual Funds, Inc. toll-free at 1-800-811-5311.

A Statement of Additional Information to this Prospectus/Proxy Statement
dated September 21, 2004 relating specifically to the proposed transfer of all
of the assets and liabilities of the Merging Series, a series of the FMI
Company, to the Surviving Series, in exchange for Class A shares of the
Surviving Series, is incorporated herein by reference. A copy of the Statement
of Additional Information to this Prospectus/Proxy Statement may be obtained
without charge by contacting Phoenix Equity Planning Corporation at 56 Prospect
Street, P.O. Box 150480, Hartford, Connecticut 06115-0480, or by telephoning
Phoenix Equity Planning Corporation toll-free at 1-800-243-4361.

The Acquiring Trust files reports, proxy materials and other information with
the SEC. You may inspect those reports, proxy materials and other information at
the public reference facilities maintained by the SEC at 450 Fifth Street N.W.,
Washington, D.C. 20549. Copies of such materials may also be obtained from the
Public Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, 450 Fifth Street, Washington, D.C. 20549, at
prescribed rates, or at no charge from the EDGAR database on the SEC's web site
at www.sec.gov.

This Prospectus/Proxy Statement constitutes the proxy statement of the
Merging Series for the Special Meeting and the prospectus for shares of the
Surviving Series that have been registered with the SEC and are being issued in
connection with the reorganization. This Prospectus/Proxy Statement is expected
to first be sent to shareholders on or about September 23, 2004.

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

THE SECURITIES OF THE SURVIVING SERIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE DISCLOSURE IN THIS
PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

The date of this Prospectus/Proxy Statement is September 21, 2004.

TABLE OF CONTENTS

Page

SYNOPSIS......................................................................5

PRINCIPAL RISK FACTORS.......................................................10

THE PROPOSED REORGANIZATION..................................................11

INVESTMENT OBJECTIVES AND POLICIES...........................................15

COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS.........................17

COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES..............................18

COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS................................19

FISCAL YEAR..................................................................20

MANAGEMENT AND OTHER SERVICE PROVIDERS.......................................21

VOTING INFORMATION...........................................................21

MISCELLANEOUS................................................................33

OTHER BUSINESS...............................................................37

INTENTIONALLY LEFT BLANK

SYNOPSIS

BACKGROUND

The proposed reorganization is the outcome of deliberations by the Board of
Directors of the FMI Company and the Board of Trustees of the Acquiring Trust.
FMI Adviser and PIC Adviser, the advisers to the Merging Series and the
Surviving Series, respectively, recommended that the Directors of the FMI
Company and the Trustees of the Acquiring Trust consider the benefits that the
shareholders would realize if the Merging Series were to be combined with the
Surviving Series; namely, that the reorganization would likely provide
shareholders of the Merging Series with reduced shareholder expenses by reason
of a provision of the Agreement and Plan of Reorganization obligating the
Surviving Series to limit total fund operating expenses to 1.25% of total net
assets, while maintaining the same investment objective, strategies and
techniques of the Merging Series. In response to their recommendation, the
independent directors of the FMI Company and the independent trustees of the
Acquiring Trust requested that management outline a specific reorganization
proposal for their consideration and provide an analysis of the specific
benefits that shareholders would realize from the proposal. Independent
directors and trustees are directors and trustees who are not "interested
persons" of their respective corporation or trust (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")). After considering the
specific reorganization proposal, and the likely benefits the shareholders would
realize from the proposal the Board of Directors of the FMI Company and the
Board of Trustees of the Acquiring Trust, including the independent directors
and trustees, as applicable, at meetings held on June 11, 2004 and August 17,
2004, respectively, approved the reorganization.

THE ACQUIRING TRUST

On August 17, 2004, the Acquiring Trust changed its name from
Phoenix-Aberdeen Worldwide Opportunities Fund to Phoenix Equity Trust (i.e., the
Acquiring Trust) and the Board of Trustees designated the Phoenix-Aberdeen
Worldwide Opportunities Fund as a series of the Acquiring Trust and authorized
an additional series of the Acquiring Trust, the Phoenix Mid-Cap Value Fund
(i.e., the Surviving Series).

SUMMARY OF THE PROPOSED REORGANIZATION

The reorganization will be effected in accordance with the terms of a
reorganization agreement, a form of which is attached to this Prospectus/Proxy
Statement as Exhibit A. The reorganization agreement provides for:

o the acquisition of all of the assets of the Merging Series by the
Surviving Series in exchange solely for shares in the Surviving Series;

o the assumption by the Surviving Series of all liabilities of the Merging
Series;

o the pro rata distribution of the Surviving Series shares to the Merging
Series shareholders in exchange for the outstanding Merging Series
shares; and

o the liquidation of the Merging Series.

The reorganization is anticipated to occur on or about October 8, 2004. If
the reorganization agreement is implemented, each Merging Series shareholder
will receive a number of full and fractional shares of the Surviving Series with
an aggregate net asset value equal to the aggregate net asset value of his or
her Merging Series shares as of the closing date of the reorganization.

The implementation of the reorganization agreement is subject to a number of
conditions set forth in the reorganization agreement. See "The Proposed
Reorganization." Among the significant conditions (neither of which may be
waived) are:

o the receipt by the FMI Company and the Acquiring Trust of an opinion of
counsel as to the Federal income tax consequences of the reorganization;
and

o the approval of the reorganization agreement by the shareholders of the
Merging Series.

The reorganization agreement provides that PIC Adviser will bear all costs
and expenses of the reorganization, including the costs of the Special Meeting,
the costs and expenses incurred in the preparation and mailing of the notice,
this Prospectus/Proxy Statement and the proxy, and any solicitation of proxies.

SURVIVING SERIES AS SUCCESSOR OF MERGING SERIES

The Surviving Series has been established by the Acquiring Trust to receive
all the assets of the Merging Series and carry on the business of the Merging
Series following the reorganization. It will have no operations prior to the
proposed reorganization. As a result of the proposed reorganization, the
Surviving Series will be the successor of the Merging Series. The Surviving
Series will assume the past performance of the Merging Series, a series with the
same investment objectives, policies and techniques, as its own.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the Surviving Series and the Merging Series is to
seek long-term growth of capital. Under normal circumstances, the Merging Series
invests at least 80% of its assets in mid-capitalization companies. These are
companies having a market capitalization between $1.0 billion and $7.0 billion
at the time of purchase. The portfolio manager of the Merging Series looks for
companies with restructuring and turnaround potential that are selling at a
substantial discount to their private market value and future earnings power.
The Surviving Series has the same investment objectives and policies as the
Merging Series.

You may also see "Principal Risk Factors" and "Investment Objectives and
Policies" below for further information on the investment objectives, policies
and risks of the Surviving Series and the Merging Series.

DISTRIBUTION AND PURCHASE ARRANGEMENTS

The Surviving Series will offer two classes of shares: Class A and Class C
shares. The Merging Series currently offers only one class of shares, which
shares are offered to the public at a price equal to the net asset value per
share. Existing shareholders of the Merging Series who become shareholders of
the Surviving Series through the proposed reorganization will receive Class A
shares of the Surviving Series in exchange for their shares of the Merging
Series and will not be required to pay a sales load for new purchases of Class A
shares of the Surviving Series.

See "Comparative Information on Distribution Arrangements" below for further
information on the distribution arrangements of each series.

DIVIDENDS AND DISTRIBUTIONS

The Merging Series distributes and the Surviving Series will distribute
substantially all of its net investment income and substantially all of its net
realized capital gains (if any) annually.

Shareholders of either series can elect one of the following four
distribution options:

o All reinvestment option - both dividend and capital gain
distributions will be reinvested in additional shares of the
applicable series.
o Partial reinvestment option - dividends will be paid in cash and
capital gain distributions will be reinvested in additional shares
of the applicable series.
o Partial reinvestment option - dividends will be reinvested in
additional shares of the applicable series and capital gain
distributions will be paid in cash.
o All cash option - both dividend and capital gain distributions will
be paid in cash.
Shareholders of the Merging Series may currently exchange their shares for
shares of a corresponding class of shares of other affiliated FMI funds.
Shareholders of the Surviving Series will be able to exchange their shares for
shares of a corresponding class of shares of other affiliated Phoenix funds.

REDEMPTION PROCEDURES

Shareholders of both the Merging Series and the Surviving Series may redeem
their shares at a redemption price equal to the net asset value of the shares
(minus any contingent deferred sales charge applicable to the Class C shares of
the Surviving Series) as next determined following the receipt of a redemption
order in proper form. Ordinarily, checks for payments of redemption proceeds for
redeemed Merging Series or Surviving Series shares are mailed or will be mailed,
respectively, within seven days after receipt of a redemption request in proper
form. See "Comparative Information on Shareholder Services" for more
information. You can also find additional information on the Surviving Series'
redemption procedures in its Prospectus.

FEDERAL TAX CONSEQUENCES OF PROPOSED REORGANIZATION

At the closing of the reorganization, the FMI Company and the Acquiring Trust
will receive an opinion of counsel, subject to certain assumptions and
representations, that:

o no gain or loss will be recognized by the Merging Series on the transfer
of the assets of the Merging Series to the Surviving Series in exchange
for Surviving Series shares and the assumption by the Surviving Series
of all liabilities of the Merging Series or upon the distribution of
Surviving Series shares to the Merging Series shareholders in exchange
for their shares of the Merging Series;

o the aggregate tax basis of the Surviving Series shares, including any
fractional shares, received by each shareholder of the Merging Series
pursuant to the reorganization will be the same as the aggregate tax
basis of the Merging Series shares held by such shareholder immediately
prior to the reorganization; and

o the holding period of the Surviving Series shares, including fractional
shares, to be received by each shareholder of the Merging Series will
include the period during which the Merging Series shares exchanged
therefor were held by such shareholder (provided that the Merging Series
shares were held as a capital asset on the date of the reorganization).

See "The Proposed Reorganization-Federal Income Tax Consequences" for more
information.

RISK FACTORS

The Merging Series and the Surviving Series are subject to the same risks.
The series are subject to general investment risk. In addition, because the
Merging Series invests and the Surviving Series will invest in
mid-capitalization companies, the market for their equity securities is likely
to be more sensitive to changes in the economy, earnings results and investor
expectations. Mid-cap companies are likely to have more limited product lines
and financial resources and experience sharper swings in market values. Shares
in mid-capitalization companies may be harder to sell at the times and at the
prices that the subadviser thinks is appropriate. Investors can lose money by
investing in either series. There is no assurance that a series will meet its
investment objective. You may also see "Principal Risk Factors" for the
principal risks associated with an investment in a series.

MANAGEMENT AND OTHER SERVICE PROVIDERS

As the investment adviser for the Surviving Series, PIC Adviser will be
responsible for managing the Surviving Series' investment program. Sasco will be
the subadviser for the Surviving Series and will be responsible for the
day-to-day management of the Surviving Series' portfolio. FMI Adviser, as the
investment adviser for the Merging Series is responsible for managing the
Merging Series' investment program. Sasco is the subadviser for the Merging
Series, and is responsible for the day-to-day management of the Merging Series'
portfolio. See "Substantially Similar Investment Objectives and Policies -
Management and Other Service Providers" for more information.

COMPARATIVE FEE TABLES

The tables below are designed to assist an investor in understanding the
various direct and indirect costs and expenses associated with an investment in
shares of each series. The following tables show shareholder transaction
expenses that are currently applicable to the purchase of shares of the Merging
Series or will be applicable to the purchase of shares of the Surviving Series.
These expenses will remain in effect as to the combined Surviving Series
following the reorganization.

Please note that the Merging Series currently offers only one class of
shares. Existing shareholders of the Merging Series who become shareholders of
the Surviving Series through the reorganization will receive Class A shares of
the Surviving Series in exchange for their shares of the Merging Series and will
not be required to pay a sales load in connection with that exchange or for new
purchases of Class A shares of the Surviving Series.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT) MERGING SURVIVING SURVIVING
SERIES SERIES SERIES
----------- CLASS A CLASS C
------------- -------------

Maximum Sales Charge (Load) Imposed on Purchase (as a None 5.75% None
percentage of offering price)
Maximum Deferred Sales Charge (Load) (as a percentage None None 1.00%(a)
of the lesser of the value redeemed or the amount
invested)
Maximum Sales Charge (Load) Imposed on Reinvested None None None
Dividends
Redemption Fee None None None
Exchange Fee None None None

(a) The contingent deferred sales charge is imposed on Class C shares redeemed
during the first year only.

The tables below also includes pro forma information for the combined
Surviving Series resulting from the reorganization, assuming the reorganization
took place on June 30, 2004, and after adjusting such information to reflect
current fees. The expense information for the Merging Series is based upon
expenses for the twelve months ended June 30, 2004.

CLASS A SHARES
--------------------------------------------

ANNUAL SERIES OPERATING EXPENSES (EXPENSES THAT PRO FORMA COMBINED
ARE DEDUCTED FROM SERIES ASSETS) MERGING SERIES SURVIVING SERIES
------------------- ------------------------

Management Fees 1.00% 0.75%
Distribution and Service (12b-1) Fees(a) 0.00% 0.25%
Other Expenses 1.46% 3.71%%
--------------------------------------------
TOTAL ANNUAL SERIES OPERATING EXPENSES 2.46% 4.71%
Expense Reimbursement (1.16)% (b) (3.46)% (c)
NET EXPENSES 1.30% 1.25%

CLASS C SHARES
--------------------------------------------

ANNUAL SERIES OPERATING EXPENSES (EXPENSES THAT PRO FORMA COMBINED
ARE DEDUCTED FROM SERIES ASSETS) MERGING SERIES SURVIVING SERIES
------------------- ------------------------

Management Fees N/A 0.75%
Distribution and Service (12b-1) Fees(a) N/A 1.00%
Other Expenses N/A 3.71%%
TOTAL ANNUAL SERIES OPERATING EXPENSES N/A 5.46%
Expense Reimbursement N/A (3.46)% (c)
------------------------
NET EXPENSES 2.00%

(a) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
(b) The Merging Series' adviser has voluntarily reimbursed the series for
expenses over 1.30% of its daily net assets. Absent such reimbursement,
total expenses would have been 2.76%.
(c) PIC Adviser has contractually agreed to cap total operating expenses at
1.25% and 2.00% (on an annualized basis) of the Surviving Series' average
daily net assets of Class A Shares and Class C Shares, respectively. PIC
Adviser may not discontinue this cap on total operating expenses for a
minimum period of at least two years from October 8, 2004.
Total expenses for Class A and Class C Shares would have been 4.71% and
5.46%, respectively, absent such waiver or reimbursement.

EXAMPLE

These examples illustrate the impact of the above fees and expenses on an
account with an initial investment of $10,000, based on the expenses shown
above. They assume a 5% annual return, the reinvestment of all dividends and
distributions and "Annual Fund Operating Expenses" remaining the same each year.
These examples are hypothetical; actual series expenses and returns vary from
year to year and may be higher or lower than those shown(4). Please note that
the Merging Series currently offers only one class of shares. Therefore, the
tables below provide information about that class only. Existing shareholders of
the Merging Series who become shareholders of the Surviving Series through the
reorganization will receive Class A shares of the Surviving Series in exchange
for their shares of the Merging Series and will not be required to pay a sales
load for new purchases of Class A shares of the Surviving Series.

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

4 The examples assumes the expense reimbursement obligations of PIC
Adviser with respect to the Surviving Series are in effect for only the
first two years. Thereafter this example does not reflect any expense
reimbursement obligations.

Fees and expenses if you redeemed your shares at the end of each time period:

SERIES 1 YEAR 3 YEARS 5 YEARS 10 YEARS

Merging Series $132 $570 $1,190 $2,868
Surviving Series $0 $0 $0 $0
Pro Forma Combined Series - Class A $695 $1,298 $2,259 $4,687
Pro Forma Combined Series - Class C $303 $990 $2,138 $4,962

Fees and expenses if you did not redeem your shares at the end of each time
period:

SERIES 1 YEAR 3 YEARS 5 YEARS 10 YEARS

Merging Series $132 $570 $1,190 $2,868
Surviving Series $0 $0 $0 $0
Pro Forma Combined Series - Class A $695 $1,298 $2,259 $4,687
Pro Forma Combined Series - Class C $203 $990 $2,138 $4,962

Note: Actual expenses for the Merging and ProForma Combined Series may be
lower than those shown in the example above since the expense levels used to
calculate the figures shown do not include the reimbursement of expenses over
certain levels by their respective investment advisers after the first two
years. Years 1 and 2 use the capped expense rate for the Merging and Pro Forma
Combined Series of 1.30% and 1.25%, respectively. Years 3 through 10 use the
gross expense rate of 4.71% and 5.46%, respectively, which is absent the adviser
reimbursement.

The purpose of the tables above is to help the investor understand the
various costs and expenses that the investor will bear directly or indirectly.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN SHOWN.

PRINCIPAL RISK FACTORS

The Surviving Series has been established by the Acquiring Trust to receive
all the assets of the Merging Series and to carry on the business of the Merging
Series following the reorganization. It will have no operations prior to the
proposed reorganization. As such, the principal risk factors associated with an
investment in either series are the same.

An investment in a series is subject to general risks arising from investing
in any mutual fund. You can lose money by investing in either series. There is
no assurance that the series will meet its investment objective.

GENERAL

The value of the investments of the series that supports your share value may
decrease. If between the time you purchase shares and the time you sell shares
the value of your series' investments decreases, you will lose money.

Investment values can decrease for a number of reasons. Conditions affecting
the overall economy, specific industries or companies in which a series invests
can be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.

MID-CAPITALIZATION COMPANIES

Compared to larger companies, mid-capitalizations companies, and the market
for their equity securities, are likely to be more sensitive to changes in the
economy, earnings results and investor expectations. They are likely to have
more limited product lines and financial resources and experience sharper swings
in market values. Shares in mid-capitalization companies may be harder to sell
at the times and the prices a subadviser thinks is appropriate.

MARKET RISK

The prices of the securities in which the series invests or will invest, as
applicable, may decline for a number of reasons. The price declines of common
stocks, in particular, may be steep, sudden and/or prolonged.

VALUE INVESTING RISK

The series primarily invest or will invest as applicable, in, "value" stocks.
A portfolio manager may be wrong in its assessment of a company's value and the
stocks the series hold may not reach what the portfolio manager believes are
their full values. From time to time, "value" investing falls out of favor with
investors. During those periods, the relative performance of the series may
suffer.

Because of these risks a series is a suitable investment only for those
investors who have long-term investment goals. Prospective investors who are
uncomfortable with an investment that will fluctuate in value should not invest
in the series.

Since the risk factors of the Surviving Series are the same as those of the
Merging Series, the discussion of risk factors in the Prospectus and Statement
of Additional Information of the Merging Series will apply to the Surviving
Series as well. Please refer to the Prospectus and Statement of Additional
Information of the Merging Series for more detailed information about the risk
factors associated with the series.

THE PROPOSED REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

The terms and conditions under which the proposed reorganization may be
consummated are set forth in the reorganization agreement. Significant
provisions of the reorganization agreement are summarized below. This summary,
however, is qualified in its entirety by reference to the reorganization
agreement, a form of which is attached to this Prospectus/Proxy Statement as
Exhibit A.

The Agreement and Plan of Reorganization contemplates:

o the acquisition by the Surviving Series, on the closing date of the
reorganization, of all of the assets of the Merging Series in exchange
solely for Class A shares of the Surviving Series and the assumption by
the Surviving Series of all liabilities of the Merging Series; and

o the distribution of Class A shares of the Surviving Series to the
shareholders of the Merging Series in exchange for their respective
shares of the Merging Series.

The assets of the Merging Series to be acquired by the Surviving Series
include all property, including, without limitation, all cash, securities,
commodities and futures interests, and dividends or interest receivables which
are owned by the Merging Series and any deferred or prepaid expenses shown as an
asset on the books of the Merging Series on the closing date of the
reorganization. The Merging Series will endeavor to discharge all of its known
liabilities and obligations prior to the closing date of the reorganization. The
Surviving Series will assume all liabilities, accrued or contingent, known or
unknown, of the Merging Series reflected on the valuation date specified in the
reorganization agreement. The closing of the reorganization will occur following
satisfaction or waiver of the conditions to closing set forth in the
reorganization agreement, currently anticipated to be on or about October 8,
2004, or such later date as the parties may agree.

The value of the Merging Series' assets to be acquired and the Merging
Series' liabilities to be assumed by the Surviving Series and the net asset
value of each class of shares of the Surviving Series will be determined
immediately after the close of regular trading on the New York Stock Exchange
and after the declaration of any dividends on the closing date, using the
valuation procedures set forth in the series' then current Prospectuses and
Statements of Additional Information. The number of shares of each class of the
Surviving Series to be issued to the Merging Series will be determined by
dividing (a) the value of the aggregate net assets attributable to shares of the
Merging Series by (b) the net asset value per share of Class A of the Surviving
Series.

On the closing date, the Merging Series will liquidate and distribute pro
rata to its shareholders of record the Surviving Series shares received by the
Merging Series in exchange for their respective shares in the Merging Series.
This liquidation and distribution will be accomplished by opening an account on
the books of the Surviving Series in the name of each shareholder of record of
the Merging Series and by crediting to each account the shares due pursuant to
the reorganization. Every Merging Series shareholder will own Class A shares of
the Surviving Series immediately after the reorganization, the value of which
will be equal to the value of the shareholder's Merging Series shares
immediately prior to the reorganization.

The consummation of 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 Directors, the Board of Trustees or by an authorized
officer of the FMI Company or the Acquiring Trust, as appropriate.

Among the significant conditions which may not be waived are: (a) the receipt
by the FMI Company and the Acquiring Trust of an opinion of counsel as to
certain federal income tax aspects of the reorganization and (b) the approval of
the reorganization agreement by the shareholders of the Merging Series. The Plan
may be terminated and the reorganization abandoned at any time, before or after
approval by the shareholders of the Merging Series, prior to the closing date,
by either party by resolution of its Board of Directors or its Board of
Trustees, as applicable. In addition, the reorganization agreement may be
amended by mutual agreement, except that no amendment may be made to the
reorganization agreement subsequent to the Special Meeting that would change the
provisions for determining the number of Surviving Series shares to be issued to
shareholders of the Merging Series without their further approval.

REASONS FOR THE REORGANIZATION

The proposed reorganization is the outcome of the deliberation by the Board
of Directors of the FMI Company and Board of Trustees of the Acquiring Trust.
The advisers to each series recommended that the Directors or Trustees of the
FMI Company or the Acquiring Trust, as applicable, consider the benefits that
shareholders would realize if the Merging Series were to be combined with the
Surviving Series. In response to this recommendation, the independent directors
and trustees of the FMI Company or Acquiring Trust, as applicable, requested
that management outline a specific reorganization proposal for their
consideration and provide an analysis of the specific benefits to be realized by
shareholders from the proposal. Management reported that the reorganization
would likely provide shareholders of the Merging Series with reduced shareholder
expenses by reason of a provision of the Agreement and Plan of Reorganization
obligating the Surviving Series to limit total fund operating expenses to 1.25%
of total net assets, while maintaining the same investment objective, strategies
and techniques of the Merging Series.

After considering these and other factors, the Board of Directors of the FMI
Company, including the independent directors, concluded at a meeting held on
June 11, 2004 that the reorganization would be in the best interests of the
Merging Series and its shareholders and that the interests of existing Merging
Series' shareholders would not be diluted as a result of the transactions
contemplated by the reorganization. The Board of Directors of the FMI Company
then voted to approve the reorganization and authorized the officers of the FMI
Company to submit the reorganization proposal to shareholders for consideration.
The Board of Directors of the FMI Company determined that shareholders would
have the opportunity to benefit from greater economies of scale by having the
greater access to distribution offered by the Acquiring Trust.

At a meeting held on June 23, 2004, the Executive Committee of the Acquiring
Trust, including the independent trustees of the Committee, also concluded that
the reorganization would be in the best interests of the Surviving Series and no
dilution will occur. On August 17, 2004, the Board of Trustees for the Acquiring
Trust ratified the actions of the Executive Committee. In the course of their
review, the Board of Trustees of the Acquiring Trust noted that the advisers to
each Series has elected to use the historical financial statements and
performance record of the Merging Series, since the Surviving Series would be
the successor of the Merging Series.

FEDERAL INCOME TAX CONSEQUENCES

General
-------

The reorganization has been structured with the intention that it qualify for
Federal income tax purposes as a tax-free reorganization under Section 368(a) of
the Internal Revenue Code (the "Code"). This means that, in the opinion of
counsel, no gain or loss will be recognized by a shareholder of the Merging
Series for Federal income tax purposes as a result of the reorganization.

As a condition to the closing of the reorganization, the Merging Series and
the Surviving Series will receive an opinion of Foley & Lardner LLP,
substantially to the effect that, among other things, for federal income tax
purposes, upon consummation of the reorganization (i) no gain or loss will be
recognized by the Merging Series or the Surviving Series as a result of the
reorganization, (ii) no gain or loss will be recognized by a shareholder of the
Merging Series upon his or her receipt of shares of the Surviving Series in the
reorganization solely in exchange for his or her shares of the Merging Series,
(iii) the Merging Series and the Surviving Series each will be a "party to a
reorganization" under Section 368(b) of the Code, (iv) the holding period of the
assets of the Merging Series acquired by the Surviving Series will include the
period during which such assets were held by the Merging Series, (v) the holding
period for shares of the Surviving Series received by each shareholder of the
Merging Series in exchange for his or her shares in the Merging Series will
include the period during which such shareholder held shares of the Merging
Series (provided the Merging Series shares were held as capital assets on the
date of the exchange), and (vi) immediately after the reorganization, the tax
basis of the shares of the Surviving Series received by shareholders of the
Merging Series in the reorganization will be equal, in the aggregate, to the tax
basis of the shares of the Merging Series surrendered in exchange therefor.
Foley & Lardner LLP's opinion will be based upon certain assumptions and
representations made by the Merging Series and the Surviving Series.

An opinion of counsel does not have the effect of a private letter ruling
from the Internal Revenue Service ("IRS") and is not binding on the IRS or any
court.

If the reorganization is consummated but fails to qualify as a reorganization
within the meaning of Section 368(a) of the Code, the reorganization would be
treated as a taxable sale of assets followed by a taxable liquidation of the
Merging Series, and Merging Series' shareholders would recognize a taxable gain
or loss equal to the difference between their basis in the Merging Series shares
and the fair market value of the shares in the Surviving Series received.

To the extent the Surviving Series has unrealized capital gains at the time
of the reorganization, the Merging Series' shareholders may incur taxable gains
in the year that the Surviving Series realizes and distributes those gains. This
will be true notwithstanding that the unrealized gains were reflected in the
price of the Surviving Series' shares at the time they were exchanged for assets
of the Merging Series in the reorganization. Conversely,

shareholders of the Surviving Series would share in unrealized capital gains of
the Merging Series after the reorganization and bear a tax consequence on the
subsequent realization of such gains.

To the extent that the Merging Series has loss carry-forwards at the time of
the reorganization, the Merging Series' shareholders may not be able to benefit
from such loss carry-forwards after the reorganization.

Shareholders should consult their tax advisers regarding the effect of the
reorganization in light of their individual circumstances. As the foregoing
relates only to Federal income tax consequences, shareholders also should
consult their tax advisers as to the foreign, state, local and other tax
consequences of the reorganization.

Status as a Regulated Investment Company
- ----------------------------------------

The Merging Series and the Surviving Series have elected and qualified to be
taxed as regulated investment companies under Sections 851-855 of the Code, and
after the reorganization, the Surviving Series intends to operate or continue to
operate so as to qualify as a regulated investment company. The Merging Series'
existence as a separate series of the FMI Company will be terminated as part of
the reorganization.

CAPITALIZATION

The Surviving Series has been established by the Acquiring Trust to receive
all the assets of the Merging Series and to carry on the business of the Merging
Series following the reorganization. It will have no operations prior to the
consummation of the proposed reorganization. The following table sets forth the
capitalization of the Merging Series and on a pro forma basis the combined
capitalization of the Surviving Series as of June 30, 2004 giving effect to the
proposed acquisition of net assets of the Merging Series at net asset value. The
Merging Series currently offers only one class of shares. The Surviving Series
will offer two classes of shares: Class A shares and Class C shares. The pro
forma data reflects an exchange ratio of approximately 1.0 for Class A shares of
the Surviving Series issued for each share of the Merging Series.

PRO FORMA COMBINED
MERGING SERIES SURVIVING SERIES SERIES
--------------------------------------------------------------------------

Net Assets
Class A $6,403,562 $ 0 $6,403,562
Class C N/A N/A N/A

Net Asset Value per share
Class A $17.04 $ 0 $17.04
Class C N/A N/A N/A

Shares outstanding
Class A 375,784 0 375,784
Class C N/A N/A N/A

The table set forth above should not be relied on to determine the number of
Surviving Series shares to be received in the reorganization. The actual number
of shares to be received will depend upon the net asset value and number of
shares outstanding of the Merging Series and the Surviving Series at the time of
the reorganization.

HISTORICAL PERFORMANCE INFORMATION

As a result of the reorganization, the Surviving Series will be the successor
of the Merging Series, which will be reorganized as a series of the Acquiring
Trust pursuant to the proposed reorganization. The Surviving Series treats the
past performance of the Merging Series, a series with substantially the same
investment objectives, policies and philosophies, as its own.

The performance table below therefore includes the performance, which has not
been restated to reflect any differences in any applicable sales charges, of the
shares of the Merging Series prior to the Surviving Series' commencement date.
The Merging Series, which commenced operations on December 30, 1997, offered
only one class of shares. Therefore, the tables below provide information about
the performance for that one class only. The Merging Series' past performance is
not necessarily an indication of how the Surviving Series will perform in the
future.

AVERAGE ANNUAL TOTAL RETURNS FOR
PERIODS ENDING JUNE 30, 20041

MERGING SERIES - FMI SASCO
CONTRARIAN INCEPTION TO
VALUE FUND 1 YEAR 5 YEARS JUNE 30, 2004 INCEPTION DATE
- ---------------------------------- -------------- -------------- --------------- ----------------

Shares at NAV 40.03% 12.96% 9.59% 12/30/97
Russell Midcap Index(1) 29.38% 6.51% 8.21% 12/30/97

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

(1) The Russell Midcap Index consists of the smallest 800 securities in the
Russell 1000 Index as ranked by total market capitalization. This index
attempts to capture the performance of the medium-sized universe of common
stocks. Reflects no deduction for fees, expenses or taxes.

The investment return and principal value of an investment will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than their
original cost.

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives, policies and restrictions of the Surviving Series
and the Merging Series are the same.

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of the Surviving Series and the
Merging Series are the same except that the Merging Series cannot purchase or
sell commodities, including financial futures. The series have an investment
objective of long-term growth of capital. The investment objective of the
Surviving Series may be changed without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES

The principal investment strategies of the Surviving Series and the Merging
Series are the same.

o Under normal circumstances, a series will invest at least 80% of its
assets in securities of mid-capitalization companies, which are those having a
market capitalization between $1.0 billion and $7.0 billion at the time of
purchase.

o The subadviser will look for companies with restructuring and turnaround
potential that are selling at a substantial discount to their private market
value and future earnings power.

o The subadviser will utilize a "bottom-up" investment approach. The
subadviser will look for companies that are both selling at a substantial
discount to their private market value and have restructuring and turnaround
potential. The subadviser will look for companies where there is potential for
significant increase in future earnings leading to significant price
appreciation.

o The subadviser will employ a sell discipline pursuant to which it will
sell a position when the price of the stock reaches the subadviser's target
price; sell a position when it has diminished confidence that management can
execute the turnaround strategy; and sell a position when key management
departs.

Temporary defensive strategy: If the subadviser of a series believes that
market conditions are not favorable to the series' principal strategies, such
series may invest without limit in U.S. government securities and in money
market instruments. When this allocation happens, such series may not achieve
its investment objective.

Since the principal investment strategies and policies of the Surviving
Series are the same, except as noted above, as those of the Merging Series, the
discussion of the investment strategies in the Prospectus and Statement of
Additional Information of the Merging Series applies to the Surviving Series as
well. Please refer to the Prospectus and the Statement of Additional Information
of the Merging Series for more detailed information about these and other
investment techniques of the series.

MANAGEMENT AND OTHER SERVICE PROVIDERS

As the investment adviser for the Surviving Series, PIC Adviser is
responsible for managing the Surviving Series' investment program and the
general operations of the Surviving Series. Sasco is the subadviser for the
Surviving Series, and is responsible for the day-to-day management of the
Surviving Series' portfolio. FMI Adviser, as the investment adviser for the
Merging Series, is responsible for managing the Merging Series' investment
program and the general operations of the Merging Series. FMI Adviser is a
registered investment adviser controlled by Mr. Ted D. Kellner. Sasco is the
subadviser for the Merging Services and is responsible for the day-to-day
management of the Merging Series' portfolio.

Bruce Bottomley, Daniel Leary, and Mark Helderman at Sasco are primarily
responsible for the day-to-day management of the portfolio of the Merging
Series, and are to be primarily responsible for the day-to-day management of the
portfolio of the Surviving Series. Mr. Bottomley is Managing Director of Sasco
and also serves as Portfolio Manager of Sasco. He has thirty-two years of
investment experience and joined Sasco at the time of its inception in 1986. He
received his MBA from the University of Chicago. Mr. Leary is Managing Director
of Sasco and also serves as Portfolio Manager of Sasco. He has thirty-three
years of investment experience and joined Sasco at the time of its inception in
1986. Mr. Leary is a graduate of the Boston College School of Management. Mr.
Helderman is Managing Director of Sasco and also serves as Portfolio Manager of
Sasco. He has eighteen years of investment experience and joined Sasco in 1997.
Mr. Helderman is a graduate of the University of Dayton.

CERTAIN INVESTMENT RESTRICTIONS

The following investment restrictions have been adopted by the Acquiring
Trust with respect to the Surviving Series. Except as otherwise stated, these
investment restrictions are "fundamental" policies. A "fundamental" policy is
defined in the 1940 Act to mean that the restriction cannot be changed without
the vote of a "majority of the outstanding voting securities" of a fund. A
majority of the outstanding voting securities is defined in the 1940 Act as the
lesser of (a) 67% or more of the voting securities present at a meeting if the
holders or more than 50% of the outstanding voting securities are present or
represented by proxy, or (b) more than 50% of the outstanding voting securities.

The Surviving Series (or "Fund") may not:

(1) With respect to 75% of its total assets, purchase securities of an issuer
(other than the U.S. Government, its agencies, instrumentalities or
authorities or repurchase agreements collateralized by U.S. Government
securities and other investment companies), if: (a) such purchase would, at
the time, cause more than 5% of the Fund's total assets taken at market
value to be invested in the securities of such issuer; or (b) such purchase
would, at the time, result in more than 10% of the outstanding voting
securities of such issuer being held by the Fund.

(2) Purchase securities if, after giving effect to the purchase, more than 25%
of its respective total assets would be invested in the securities of one
or more issuers conducting their principal business activities in the same
industry (excluding the U.S. Government, its agencies or
instrumentalities).

for temporary purposes. For purposes of this restriction, (a) investment
techniques such as margin purchases, short sales, forward commitments, and
roll transactions, (b) investments in instruments such as futures
contracts, swaps, and options and (c) short-term credits extended in
connection with trade clearance and settlement, shall not constitute
borrowing.

(4) Issue "senior securities" in contravention of the 1940 Act. Activities
permitted by exemptive orders or staff interpretations of the Securities
and Exchange Commission shall not be deemed to be prohibited by this
restriction.

(5) Underwrite the securities issued by other persons, except to the extent
that, in connection with the disposition of portfolio securities, the Funds
may be deemed to be underwriters under applicable law.

(6) Purchase or sell real estate, except that the Funds may (i) acquire or
lease office space for their own use, (ii) invest in securities of issuers
that invest in real estate or interests therein, (iii) invest in
mortgage-related securities and other securities that are secured by real
estate or interests therein, (iv) hold and sell real estate acquired by the
Funds as a result of the ownership of securities.

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

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

Except with respect to investment restriction (3) above, if any percentage
restriction described above for the Series is adhered to at the time of
investment, a subsequent increase or decrease in the percentage resulting from a
change in the value of the Series' assets will not constitute a violation of the
restriction. With respect to investment restriction (3), in the event that asset
coverage for all borrowings shall at any time fall below 300%, the series shall,
within three days hereafter (not including Sundays and holidays) or such longer
period as the SEC may prescribe by rules and regulations, reduce the amount of
its borrowings to an extent that the asset coverage of such borrowings shall be
at least 300%.

COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS

MULTIPLE CLASS STRUCTURE

The Merging Series currently offers only one class of shares. The Surviving
Series will offer two classes of shares: Class A and Class C shares.

In the proposed reorganization, you will receive Class A shares of the
Surviving Series in exchange for your shares in the Merging Series. The
reorganization will be effected at net asset value. No sales charge will be
imposed on your shares and you will not be required to pay a sales load for new
purchases of Class A shares of the Surviving Series.

The shares of the various classes are offered under the following
arrangements:

CLASS A SHARES (CURRENTLY OFFERED BY THE SURVIVING SERIES ONLY)

o Are offered to the public at net asset value plus a maximum sales
charge of 5.75% of the offering price (6.10% of the amount invested).
The sales charge may be reduced or waived under certain conditions.

o Are not subject to any charges when redeemed.
o With respect to the Surviving Series, Class A shares have lower
distribution and service fees (0.25%) and pay higher dividends than
Class C shares.
o Existing shareholders of the Merging Series who become shareholders of
the Surviving Series through the reorganization will receive Class A
shares of the Surviving Series in exchange for their shares of the
Merging Series and shareholders will not be required to pay a sales load
for new purchases of Class A shares of the Surviving Series for so long
as they remain shareholders of the Surviving Series.

CLASS C SHARES (OFFERED BY SURVIVING SERIES ONLY)

o Are offered to the public at net asset value with no sales charge
at the time of purchase.
o Are subject to a deferred sales charge of 1.00% if they are redeemed
within the first year after they are purchased. The deferred sales
charge may be waived under certain conditions.
o Are subject to an ongoing distribution and service fee (1.00%).

DISTRIBUTION PLANS

Phoenix Equity Planning Corporation will serve as the distributor
("Distributor") of shares for the Surviving Series. The Acquiring Trust has
adopted a distribution plan for each class of shares of the Acquiring Trust
under Rule 12b-1 under the 1940 Act relating to the sale and promotion of the
Surviving Series' shares.

Under the Acquiring Trust's distribution plan, the Surviving Series will
compensate the Distributor 0.75% of the average daily value of the net assets of
Class C shares. In addition, the Distributor will be paid 0.25% annually of the
average daily net assets of each class of shares (including Class A) as
compensation for providing services to the shareholders, including assistance in
connection with inquiries related to shareholder accounts.

The FMI Company has also adopted distribution plans pursuant to Rule 12b-1 on
behalf of the shares of the Merging Series (collectively, the "FMI Plans"). The
Merging Series does not currently employ a distributor. Under the FMI Plans, the
Merging Series may incur a distribution fee of 0.25% based on average daily net
assets. The Merging Series, however, did not utilize the plan or pay 12b-1 fees
for the year ended June 30, 2004.

COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES

The Merging Series and the Surviving Series offer similar shareholder
services including a Systematic Withdrawal Program, telephone exchanges,
telephone redemptions, and an automatic investment program. The Merging Series
distributes net investment income annually and net realized capital gains, if
any, at least annually. The Surviving Series will distribute net investment
income semiannually and net realized capital gains, if any, at least annually.
All dividends and distributions with respect to the shares of the Merging Series
and the Surviving Series are or will be, as applicable, paid in additional
shares of the respective series unless shareholders elect to receive cash. The
number of shares received in connection with any reinvestment of dividends will
be based upon the net asset value per share of the Merging Series and the
Surviving Series in effect on the record date.

Shareholders of the Merging Series may currently exchange their shares for
shares of a corresponding class of shares of other affiliate FMI Company series.
Shareholders of the Surviving Series will be able to exchange their shares for
shares of a corresponding class of shares of other affiliated Phoenix funds.

Shares of the Merging Series and the Surviving Series may be redeemed at a
redemption price equal to the net asset value of the shares as next determined
following the receipt of a redemption order and any other required documentation
in proper form. Payment of redemption proceeds for redeemed Merging Series and
Surviving Series shares generally are or will be, respectively, mailed within
seven days after receipt of a redemption request in proper form and
documentation, provided that each check used for purchases of shares has been
cleared for payment. Redemptions by Class C shareholders will be subject to the
applicable deferred sales charge, if any.

Because the Surviving Series and the Merging Series offer similar shareholder
services, after the closing similar services will continue to be available to
Merging Series shareholders in their capacity as Surviving Series shareholders.

COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS

The following is a summary of certain differences in the legal structure of
each of the Merging Series and the Surviving Series.

FORMS OF LEGAL STRUCTURE

The FMI Company is a Wisconsin corporation. The operation of the FMI Company
is governed by its Articles of Incorporation and by Wisconsin law. The FMI
Company is registered with the SEC as an open-end management investment company
and is subject to the provisions of the 1940 Act and the rules and regulations
of the SEC thereunder. The Board of Directors of the FMI Company may generally
authorize mergers, consolidations, shares exchanges and reorganizations of a new
series or a respective series with another series or other business organization
subject to shareholder approval.

The Acquiring Trust is a Delaware Statutory Trust. The operations of this
trust are governed by its Declaration of Trust and by Delaware law. The
Acquiring Trust is registered with the SEC as an open-end management investment
company and is subject to the provisions of the 1940 Act and the rules and
regulations of the SEC thereunder. The Trustees of the Acquiring Trust may
generally authorize mergers, consolidations, share exchanges and reorganizations
of a new series or of each respective series with another series or other
business organization subject to shareholder approval.

The FMI Company offers shares in five series, each of which have one class of
shares outstanding: the Merging Series, FMI Provident Trust Strategy Fund, FMI
Winslow Growth Fund, FMI Knappenberger Partners Emerging Growth Fund and FMI
Woodland Small Capitalization Value Fund. The FMI Company may also organize
other series in the future. When issued, the shares are fully paid and
non-assessable, have no preference, preemptive or similar rights unless
designated by the Directors, and are freely transferable. The assets and
proceeds received by the FMI Company from the issue or sale of shares of a
series are allocated to that series and constitute the rights of that series,
subject only to the rights of creditors. Any underlying assets of a series are
required to be segregated on the books of account of the FMI Company. These
assets are to be used to pay the expenses of the series as well as a share of
the general expenses of the FMI Company.

The Acquiring Trust will offer shares of two series, each of which will have
different classes: the Surviving Series and the Phoenix-Aberdeen Worldwide
Opportunities Fund. The Acquiring Trust may also organize other series in the
future. When issued, the shares are fully paid and non-assessable, have no
preference, preemptive or similar rights unless designated by the Trustees, and
are freely transferable. The assets and proceeds received by the trust from the
issue or sale of shares of a series or class are allocated to that series and
constitute the rights of that series, subject only to the rights of creditors.
Any underlying assets of a series or class are required to be segregated on the
books of account of the Acquiring Trust. These assets are to be used to pay the
expenses of the series or class as well as a share of the general expenses of
the Acquiring Trust.

MEETINGS

The Board of Directors or Board of Trustees of the FMI Company or Acquiring
Trust, as applicable, may call shareholder meetings as necessary. To the extent
required by the 1940 Act, meetings held for the purpose of voting on the removal
of any trustee shall be called by directors or trustees, as applicable, upon
written request by shareholders holding at least ten percent of the outstanding
shares entitled to vote. One-third of the shares entitled to vote constitutes a
quorum at a shareholder meeting of the Surviving Series. A majority of the
shares entitled to vote constitutes a quorum at a shareholder meeting of the
Merging Series.

SHAREHOLDER LIABILITY

Unlike the stockholders of a corporation, under certain circumstances
shareholders of a statutory trust may be held personally liable for the debts,
claims or other obligations of a statutory trust. However, the Declaration of
Trust of the Acquiring Trust limits shareholder liability. Such Declaration of
Trust provides that shareholders shall not be subject to any personal liability
for the acts or obligations of the Trust. The Declaration of Trust provides for
indemnification for any shareholder and any former shareholder who is exposed to
liability by reason of a claim or demand relating to such person being a
shareholder. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability, which is considered remote, is limited to
circumstances in which the Acquiring Trust itself would be unable to meet its
obligations.

LIABILITY OF TRUSTEES

The Articles of Incorporation of the FMI Company provides that directors will
generally be personally liable only for willful misfeasance, bad faith, gross
negligence or reckless disregard of duties.

The Declaration of Trust of the Acquiring Trust provides that trustees will
generally be personally liable only for willful misfeasance, bad faith, gross
negligence or reckless disregard of duties. The Acquiring Trust may purchase
insurance for trustees to cover potential liabilities and will generally
indemnify a trustee against such claims. The Acquiring Trust may also advance
payments to a trustee in connection with indemnification.

LIQUIDATION OR DISSOLUTION

In the event of the liquidation or dissolution of the Merging series, the
Directors of the FMI Company Trust shall distribute the assets of the Merging
Series to the shareholders, according to their respective rights, after
accounting for the liabilities of the FMI Company.

In the event of the liquidation or dissolution of the Surviving Series, the
Trustees of the Acquiring Trust shall distribute the assets of the Surviving
Series to the shareholders, according to their respective rights, after
accounting for the liabilities of the Acquiring Trust.

FISCAL YEAR

Both series operate on a fiscal year which ends June 30.

MANAGEMENT AND OTHER SERVICE PROVIDERS

Responsibility for the overall supervision of each series rests with the
Board of Directors of the FMI Company and the Board of Trustees of the Acquiring
Trust.

at the time of its inception in 1986. Mr. Leary is a graduate of the Boston
College School of Management. Mr. Helderman is Managing Director of Sasco and
also serves as Portfolio Manager of Sasco. He has eighteen years of investment
experience and joined Sasco in 1997. Mr. Helderman is a graduate of the
University of Dayton.

Phoenix Equity Planning Corporation serves as financial agent of the
Surviving Series and, as such, performs administrative, bookkeeping and pricing
functions. Phoenix Equity Planning Corporation also serves as the transfer agent
for the Surviving Series.

Fiduciary Management, Inc. serves as financial agent of the Merging Series
and, as such, performs administrative, bookkeeping and pricing functions. U.S.
Bancorp Fund Services, LLC serves as the transfer agent for the Merging Series.

The State Street Bank and Trust Company serves as the custodian of the
Acquiring Trust's assets and as a subtransfer agent for the Surviving Series.
U.S. Bank, N.A. serves as the custodian of the FMI Company's assets.

PricewaterhouseCoopers LLP serves as the Independent Registered Public
Accounting Firm for both series.

VOTING INFORMATION

QUORUM AND VOTING REQUIREMENTS

This Prospectus/Proxy Statement is being furnished to the shareholders of the
Merging Series in connection with the solicitation by the Board of Directors of
the FMI Company of proxies to be used at the meeting. Shareholders of record of
the Merging Series at the close of business on August 31, 2004 ("Record Date")
will be entitled to vote at the meeting or at any adjournments thereof. As of
the Record Date, 507,491.523 shares of the Merging Series were issued and
outstanding.

You can provide voting instructions in the following ways:

o BY MAIL - using the enclosed Proxy Card(s) and postage paid envelope

o IN PERSON - at the Special Meeting

Proxies executed by shareholders may be revoked at any time before they are
exercised by a written revocation received by the Secretary of the FMI Company,
by properly executing a later-dated proxy or by attending the meeting and voting
in person.

The Board of Directors of the FMI Company knows of no business, other than
that mentioned in the Notice of Special Meeting, that will be presented for
consideration at the Special Meeting. If any other matter is properly presented,
it is the intention of the persons named on the enclosed proxy cards to vote in
accordance with their best judgment.

Shareholders are entitled to one vote for each share (determined as of the
Record Date) owned by such shareholder and each fractional share amount shall be
entitled to a proportionate fractional vote. A majority of the shares entitled
to vote shall constitute a quorum for the meeting. The affirmative vote of a
majority of the outstanding voting securities of the Trust must approve the
herein contemplated reorganization. For purposes of determining the presence of
a quorum for transacting business at the meeting and for determining whether
sufficient votes have been received for approval of the proposal to be acted
upon at the meeting, abstentions and broker "non-votes" (that is, proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present at the meeting,
but which have not been voted. For this reason, abstentions and broker non-votes
will assist the Merging Series in obtaining a quorum, but both have the
practical effect of a "no" vote for purposes of obtaining the requisite vote for
approval of the proposal.

If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of the reorganization proposal have not
been obtained, then the persons named as proxies may propose one or more
adjournments of the Special Meeting without further notice to shareholders to
permit further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposal, the
percentage of votes then cast, the percentage of negative votes then cast, the
nature of the proposed solicitation activities and the nature of the reasons for
such further solicitation, that an adjournment and additional solicitation is
reasonable and in the interests of shareholders. The persons named as proxies
will vote those proxies that such persons are required to vote FOR the
reorganization proposal in favor of such an adjournment and will vote those
proxies required to be voted AGAINST the reorganization proposal against such
adjournment.

The Special Meeting may be adjourned from time to time by the vote of a
majority of the shares represented at the Special Meeting. If the Special
Meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting at which the adjournment is taken, unless a new record date of
the adjourned meeting is or must be fixed. Notice of any such adjourned meeting
shall be given to each shareholder of record entitled to vote at the adjourned
meeting in accordance with the provisions of the By-Laws of the FMI Company. At
any adjourned meeting, the FMI Company may transact any business which might
have been transacted at the original meeting.

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

Approval of the reorganization proposal by the shareholders of the Merging
Series is a condition of the consummation of the reorganization. If the
reorganization is not approved, the Merging Series will continue as a series of
the FMI Company and the Board of Directors of the FMI Company may consider other
alternatives in the best interests of the shareholders of the Merging Series.

REVOCATION OF PROXIES

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

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

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

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

NO APPRAISAL RIGHTS

The staff of the SEC has taken the position that any rights to appraisal
arising under state law are preempted by the provisions of the 1940 Act and Rule
22c-1 thereunder, which generally requires that shares of a registered open-end
investment company be valued at their next determined net asset value.

SOLICITATION OF PROXIES

In addition to solicitation of proxies by mail, officers and employees of PIC
Adviser, or its affiliates, may solicit proxies personally or by telephone or
telegram. The FMI Company may also use one or more proxy solicitation firms to
assist with the mailing and tabulation effort and any special personal
solicitation of proxies. Banks, brokers, fiduciaries and nominees will, upon
request, be reimbursed by Phoenix Investment Counsel, Inc. for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Merging
Series. While a proxy solicitation

firm is not expected to be engaged for this proxy solicitation, should such a
firm be so engaged, the cost of the solicitation of proxies will be borne by
Phoenix Investment Counsel, Inc.

OWNERSHIP OF VOTING SECURITIES

Based on holdings and total shares outstanding as of August 31, 2004, the
Directors and officers of the FMI Company owned as a group less than 1% of the
outstanding voting securities of the Merging Series. If the reorganization were
consummated as of August 31, 2004, the Directors and officers of the FMI Company
would own less than 1% of the outstanding voting securities of the combined
Surviving Series based on their holdings and total shares outstanding as of
August 31, 2004.

One shareholder, U.S. Trust, owns beneficially, or of record, 5% or more of
the outstanding shares of the Merging Series, based on holdings and total shares
outstanding as of August 31, 2004. No other person owns beneficially, or of
record, 5% or more of the outstanding shares of a Series as of the Record Date.

THE BOARD OF DIRECTORS OF THE FMI COMPANY, INCLUDING THE INDEPENDENT
DIRECTORS OF THE FMI COMPANY, RECOMMENDS YOU APPROVE THE PLAN OF REORGANIZATION.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE FILL IN, DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS NECESSARY IF IT IS MAILED IN THE UNITED STATES. IN THE ALTERNATIVE, WE
ENCOURAGE YOU TO VOTE USING THE TELEPHONE OR INTERNET.

ADDITIONAL INFORMATION ABOUT ACQUIRING TRUST

As of the effective date of the Phoenix Mid-Cap Value Fund, there will be two
funds in the Acquiring Trust: the Phoenix-Aberdeen Worldwide Opportunities Fund
and the Phoenix Mid-Cap Value Fund (the Surviving Series). These funds are
referred to as "the funds" or "a fund" throughout this section. The following
information applies to both funds unless otherwise indicated.

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

In addition to the Principal Investment Strategies and Risks Related to
Principal Investment Strategies, the funds may engage in the following
investment techniques:

Convertible Securities
- ----------------------

The funds may invest in convertible securities. Convertible securities may
be subject to redemption at the option of the issuer. If a security is called
for redemption, the funds may have to redeem the security, convert it into
common stock or sell it to a third party at a price and time that is not
beneficial for the funds. In addition, securities convertible into common stocks
may have higher yields than common stocks but lower yields than comparable
nonconvertible securities.

Derivatives
- -----------

The funds may write exchange-traded, covered call options and purchase put
and call options on indices and foreign currencies, and may enter into futures
contracts on foreign currencies and related options. The funds may use these
techniques to hedge against changes in interest rates, foreign currency exchange
rates, changes in securities prices or other factors affecting the value of
their investments. If the respective subadviser fails to correctly predict these
changes, the funds can lose money. Derivative contracts are usually less liquid
than traditional securities and are subject to counter party risk (the risk that
the other party to the contract will default or otherwise not be able to perform
its obligations). In addition, purchasing call or put options involves the risk
that the funds may lose the premium they paid plus transaction costs. Futures
and options involve market risk in excess of their value.

Fixed Income Securities
- -----------------------

The funds may invest in nonconvertible fixed income securities of U.S. and
foreign (non-U.S.) issuers including corporate notes, bonds and debentures that
are rated within the three highest rating categories at the time of investment,
or if unrated, are deemed by the respective subadviser to be of comparable
quality. Generally, if interest rates rise, the value of debt securities will
fall.

Forward Foreign Currency Exchange Contracts
- -------------------------------------------

The Worldwide Opportunities Fund may invest in forward foreign currency
exchange contracts. Such contracts may limit potential exchange rate gains, may
incur higher transaction costs and may not protect the Worldwide Opportunities
Fund against future currency exchange fluctuations as anticipated by the
adviser.

Government Securities
- ---------------------

The funds may invest in Treasury bills, notes and bonds issued by the U.S.
Government, its agencies and instrumentalities, and securities issued by foreign
governments and supranational agencies (such as the World Bank). Not all
government securities are backed by the full faith and credit of the issuing
country, including the United States.

High Yield-High Risk Securities
- -------------------------------

The funds may invest in high yield-high risk securities. High yield-high
risk securities (junk bonds) typically entail greater price volatility and
principal and interest rate risk. There is a greater chance that an issuer will
not be able to make principal and interest payments on time. Analysis of the
creditworthiness of issuers of high yield-high risk securities may be complex,
and as a result, it may be more difficult for the respective subadviser to
accurately predict risk.

Mutual Fund Investing
- ---------------------

The funds may invest in other mutual funds in order to take advantage of
investment opportunities in certain countries where the funds otherwise would
not have been able to invest. The assets invested in other mutual funds incur a
layering of expenses including operating costs, advisory fees and administrative
fees that you, as a shareholder in the funds, indirectly bear.

Other Equity Securities
- -----------------------

The funds may invest in preferred stocks, warrants, rights and securities
convertible into common stocks. Preferred stocks may not fully participate in
dividends, and convertible securities may have higher yields than common stocks
but lower yields than comparable nonconvertible securities.

Unrated Fixed Income Securities
- -------------------------------

The funds may invest in unrated securities. Unrated securities may not be
lower in quality than rated securities, but due to their perceived risk they may
not have as broad a market as rated securities. Analysis of unrated securities
is more complex than for rated securities, making it more difficult for the
respective subadviser to accurately predict risk.

The funds may buy other types of securities or employ other portfolio
management techniques.

PRICING OF FUND SHARES

How is the Share Price determined?
- ----------------------------------

Each fund calculates a share price for each class of its shares. The share
price is based on the net assets of the fund and the number of outstanding
shares. In general, each fund calculates net asset value by:

o adding the values of all securities and other assets of the fund,

o subtracting liabilities, and

o dividing the result by the total number of outstanding shares of the
fund.

Asset Value: Each fund's investments are valued at market value. If market
quotations are not available, the fund determines a "fair value" for an
investment according to rules and procedures approved by the Trustees. Foreign
and domestic debt securities (other than short-term investments) are valued on
the basis of broker quotations or valuations provided by a pricing service
approved by the Trustees when such prices are believed to reflect the fair value
of such securities. Equity securities are valued at the official closing price
(typically last sale) on the exchange on which the securities are primarily
traded, or, if no closing price is available, at the last bid price. Short-term
investments having a remaining maturity of 60 days or less are valued at
amortized cost, which the Trustees have determined approximates market value.
Certain foreign common stocks may be fair valued in cases where closing prices
are not readily available or are deemed not reflective of readily available
market prices. For example, significant events (such as movement in the U.S.
securities market, or other regional and local developments) may occur between
the time that foreign markets close (where the security is principally traded)
and the time that the Fund calculates its net asset value (generally, the close
of the NYSE) that may impact the value of securities traded in these foreign
markets. In these cases, information from an external vendor may be utilized to
adjust closing market prices of certain foreign common stocks to reflect their
fair value. Because the frequency of significant events is not predictable, fair
valuation of certain foreign common stocks may occur on a frequent basis.

Liabilities: Class specific expenses, distribution fees, service fees and
other liabilities are deducted from the assets of each class. Expenses and
liabilities that are not class specific (such as management fees) are allocated
to each class in proportion to each class' net assets except where an
alternative allocation can be more fairly made.

Net Asset Value: The liability allocated to a class plus any other expenses
are deducted from the proportionate interest of such class in the assets of the
funds. The resulting amount for each class is then divided by the number of
shares outstanding of that class to produce each class' net asset value per
share.

The net asset value per share of each class of each fund is determined on
days when the New York Stock Exchange (the "NYSE") is open for trading as of the
close of trading (normally 4:00 PM eastern time). A fund will not calculate its
net asset values per share on days when the NYSE is closed for trading. If a
fund holds securities that are traded on foreign exchanges that trade on
weekends or other holidays when the funds do not price their shares, the net
asset value of the fund's shares may change on days when shareholders will not
be able to purchase or redeem the fund's shares.

At what price are shares purchased?
- -----------------------------------

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

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

What are the classes and how do they differ?
- --------------------------------------------

Each fund presently offers Class A Shares and Class C Shares. Each class of
shares has different sales and distribution charges. See "Comparative Fee
Tables" previously in this Proxy/Prospectus Statement. The funds have adopted
distribution and service plans allowed under Rule 12b-1 of the Investment
Company Act of 1940 that authorize the funds to pay distribution and service
fees for the sale of their shares and for services provided to shareholders.

What arrangement is best for you?
- ---------------------------------

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

Your financial representative should recommend only those arrangements that
are suitable for you based on known information. In certain instances, you may
be entitled to a reduction or waiver of sales charges. For instance, you may be
entitled to a sales charge discount on Class A Shares if you purchase more than
certain breakpoint amounts. You should inform or inquire of your financial
representative whether or not you may be entitled to a sales charge discount
attributable to your total holdings in a fund or related funds. To determine
eligibility for a sales charge discount, you may aggregate all of your accounts
(including joint accounts, IRAs, non-IRAs, etc.) and those of your spouse and
minor children. The financial representative may request you to provide an
account statement or other holdings information to determine your eligibility
for a breakpoint and to make certain all involved parties have the necessary
data.

Class A Shares. If you purchase Class A Shares, you will pay a sales charge
at the time of purchase equal to 5.75% of the offering price (6.10% of the
amount invested).(1) The sales charge may be reduced or waived under certain
conditions. Class A Shares are not subject to any charges by the funds when
redeemed. Class A Shares have lower distribution and service fees (0.25%) and
pay higher dividends than any other class.

Class C Shares. If you purchase Class C Shares, you will not pay a sales
charge at the time of purchase. If you sell your Class C Shares within the first
year after they are purchased, you will pay a sales charge of 1%. Class C Shares
have higher distribution and service fees (1.00%) and pay lower dividends than
Class A Shares. Class C Shares do not convert to any other class of shares of
the funds.

Initial Sales Charge Alternative--Class A Shares
- ------------------------------------------------

The public offering price of Class A Shares is the net asset value plus a
sales charge that varies depending on the size of your purchase. Shares
purchased based on the automatic reinvestment of income dividends or capital
gain distributions are not subject to any sales charges. The sales charge is
divided between your investment dealer and the funds' underwriter.

(1) Existing shareholders of the Merging Series who become shareholders of the
Mid-Cap Value Fund through the reorganization will receive Class A shares
of the Mid-Cap Value Fund in exchange for their shares of the Merging and
will not be required to pay a sales load for new purchases of Class A
shares of the Mid-Cap Value Fund.

Sales Charge You May Pay to Purchase Class A Shares
- ---------------------------------------------------

SALES CHARGE AS
A PERCENTAGE OF
-----------------------------------------------------------------------------
AMOUNT OF NET
TRANSACTION OFFERING AMOUNT
AT OFFERING PRICE PRICE INVESTED
- ---------------------------------------- -------------------------------------- --------------------------------------

Under $50,000 5.75% 6.10%
$50,000 but under $100,000 4.75 4.99

$100,000 but under $250,000 3.75 3.90

$250,000 but under $500,000 2.75 2.83

$500,000 but under $1,000,000 2.00 2.04

$1,000,000 or more None None

Deferred Sales Charge Alternative--Class C Shares
- -------------------------------------------------

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

Deferred Sales Charge You May Pay to Sell Class C Shares
- --------------------------------------------------------

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

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

Opening an Account
- ------------------

Your financial advisor can assist you with your initial purchase as well as
all phases of your investment program. If you are opening an account by
yourself, please follow the instructions outlined below.

The funds have established the following preferred methods of payment for
fund shares:

o Checks drawn on an account in the name of the investor and made
payable to Phoenix Funds;

o Checks drawn on an account in the name of the investor's company or
employer and made payable to Phoenix Funds; or

o Wire transfers or Automated Clearing House (ACH) transfers from an
account in the name of the investor, or the investor's company or
employer.

Please specify name of the fund or funds on checks or transfer instructions.
Payment in other forms may be accepted at the discretion of the funds.

Step 1.

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

Minimum initial investments:

o $25 for individual retirement accounts, accounts that use the
systematic exchange privilege, or accounts that use the
Investo-Matic program. See below for more information on the
Investo-Matic program.

o There is no initial dollar requirement for defined contribution plans,
profit-sharing plans, or employee benefit plans. There is also no
minimum for reinvesting dividends and capital gains into another
account.

o $500 for all other accounts.

Minimum additional investments:

o $25 for any account.

o There is no minimum for defined contribution plans, profit-sharing
plans, or employee benefit plans. There is also no minimum for
reinvesting dividends and capital gains into an existing account.

The funds reserve the right to refuse any purchase order for any reason.

Step 2.

Your second choice will be what class of shares to buy. The funds offer up
to three classes of shares for individual investors. As previously noted, the
Worldwide Opportunities Fund offers Class A Shares, Class B Shares and Class C
Shares and the Mid-Cap Value Fund offers Class A Shares and Class C Shares. Each
has different sales and distribution charges. Because all future investments in
your account will be made in the share class you choose when you open your
account, you should make your decision carefully. Your financial advisor can
help you pick the share class that makes the most sense for your situation.

Step 3.

Your next choice will be how you want to receive any dividends and capital
gain distributions. Your options are:

o Receive both dividends and capital gain distributions in additional
shares;

o Receive dividends in additional shares and capital gain distributions
in cash;

o Receive dividends in cash and capital gain distributions in additional
shares; or

o Receive both dividends and capital gain distributions in cash.

No interest will be paid on uncashed distribution checks.

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

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To Open An Account
- ----------------------------------- ----------------------------------------------------------------------------

Through a financial advisor Contact your advisor. Some advisors may charge a fee and may set different
minimum investments or limitations on buying shares.
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Complete a New Account Application and send it with a check payable to the
Through the mail funds. Mail them to: State Street Bank, P.O. Box 8301, Boston, MA
02266-8301.
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Complete a New Account Application and send it with a check payable to the
Through express delivery funds. Send them to: Boston Financial Data Services, Attn.: Phoenix Funds,
66 Brooks Drive, Braintree, MA 02184.
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By Federal Funds wire Call us at (800) 243-1574 (press 1, then 0).
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Complete the appropriate section on the application and send it with your
By Investo-Matic initial investment payable to the Funds. Mail them to: State Street Bank,
P.O. Box 8301, Boston, MA 02266-8301.
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By telephone exchange Call us at (800) 243-1574 (press 1, then 0).
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HOW TO SELL SHARES
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You have the right to have the funds buy back shares at the net asset value
next determined after receipt of a redemption order by the fund's Transfer Agent
or an authorized agent. In the case of a Class C Share redemption, you will be
subject to the applicable deferred sales charge, if any, for such shares.
Subject to certain restrictions, shares may be redeemed by telephone or in
writing. In addition, shares may be sold through securities dealers, brokers or
agents who may charge customary commissions or fees for their services. The
funds do not charge any redemption fees. Payment for shares redeemed is made
within seven days; however, redemption proceeds will not be disbursed until each
check used for purchases of shares has been cleared for payment by your bank,
which may take up to 15 days after receipt of the check.

- ------------------------------------------------------------------------------------------------------------------
To Sell Shares
- ------------------------------------ -----------------------------------------------------------------------------

Through a financial advisor Contact your advisor. Some advisors may charge a fee and may set different
minimums on redemptions of accounts.
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Send a letter of instruction and any share certificates (if you hold
certificate shares) to: State Street Bank, P.O. Box 8301, Boston, MA
Through the mail 02266-8301. Be sure to include the registered owner's name, Fund and account
number, and number of shares or dollar value you wish to sell.
- ------------------------------------ -----------------------------------------------------------------------------
Send a letter of instruction and any share certificates (if you hold
certificate shares) to: Boston Financial Data Services, Attn.: Phoenix
Through express delivery Funds, 66 Brooks Drive, Braintree, MA 02184. Be sure to include the
registered owner's name, Fund and account number, and number of shares or
dollar value you wish to sell.
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By telephone For sales up to $50,000, requests can be made by calling (800) 243-1574.
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By telephone exchange Call us at (800) 243-1574 (press 1, then 0).
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THINGS YOU SHOULD KNOW WHEN SELLING SHARES
- ------------------------------------------

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

Redemptions by Mail
-------------------

o If you are selling shares held individually, jointly, or as custodian
under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act:

Send a clear letter of instructions if all of these apply:
o The proceeds do not exceed $50,000.

o The proceeds are payable to the registered owner at the address on
record.

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

o You are selling more than $50,000 worth of shares.

o The name or address on the account has changed within the last 30
days.

o You want the proceeds to go to a different name or address than on the
account.

o If you are selling shares held in a corporate or fiduciary account,
please contact the funds' Transfer Agent at (800) 243-1574.

If required, the signature guarantee must be a STAMP 2000 Medallion
guarantee and be made by an eligible guarantor institution as defined by the
funds' Transfer Agent in accordance with its signature guarantee procedures.
Guarantees using previous technology medallions will not be accepted. Currently,
the Transfer Agent's signature guarantee procedures generally permit guarantees
by banks, broker-dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations.

Selling Shares by Telephone

The Transfer Agent will use reasonable procedures to confirm that telephone
instructions are genuine. Address and bank account information are verified,
redemption instructions are taped, and all redemptions are confirmed in writing.

The individual investor bears the risk from instructions given by an
unauthorized third party that the Transfer Agent reasonably believed to be
genuine.

The Transfer Agent may modify or terminate the telephone redemption
privilege at any time with 60 days notice to shareholders.

During times of drastic economic or market changes, telephone redemptions
may be difficult to make or temporarily suspended.

ACCOUNT POLICIES
- ----------------

Account Reinstatement Privilege

For 180 days after you sell your Class A Shares or Class C Shares, you may
purchase Class A Shares of any fund at net asset value, with no sales charge, by
reinvesting all or part of your proceeds, but not more. Send your written
request to State Street Bank, P.O. Box 8301, Boston, MA 02266-8301. You can call
us at (800) 243-1574 for more information.

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

Redemption of Small Accounts

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

Distributions of Small Amounts and Uncashed Checks

Distributions in amounts less than $10 will automatically be reinvested in
additional shares of the applicable fund. If you have elected to receive
distributions in cash, and the postal or other delivery service is unable to
deliver checks to your address of record, or you do not respond to mailings from
the fund with regard to uncashed distribution checks, your distribution options
will automatically be converted to having all distributions reinvested in
additional shares.

Exchange Privileges
-------------------

You should read the prospectus of the Phoenix Funds into which you want to
exchange before deciding to make an exchange. You can obtain a prospectus from
your financial advisor or by calling us at 1-800-243-4361 or accessing our Web
site at PhoenixInvestments.com.

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

o Exchanges may be made by telephone (1-800-243-1574) or by mail
(State Street Bank, P.O. Box 8301, Boston, MA 02266-8301).

o The amount of the exchange must be equal to the minimum initial
investment required.

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

Disruptive Trading and Market Timing

These funds are not suitable for market timers and market timers are
discouraged from becoming investors. Your ability to make exchanges among funds
is subject to modification if we determine, in our sole opinion, that your
exercise of the exchange privilege may disadvantage or potentially harm the
rights or interests of other shareholders.

Frequent purchases, redemptions and exchanges, programmed exchanges,
exchanges into and then out a fund in a short period of time, and exchanges of
large amounts at one time ("Disruptive Trading") can have harmful effects for
other shareholders. These risks and harmful effects include:

o dilution of the interests of long-term investors, if market timers
or others exchange into a fund at prices that are below the true
value or exchange out of a fund at prices that are higher than the
true value;

o an adverse affect on portfolio management, as determined by
portfolio management in its sole discretion, such as causing the
fund to maintain a higher level of cash than would otherwise be the
case, or causing the fund to liquidate investments prematurely; and

o increased brokerage and administrative expenses.

If we reject a purchase or exchange for any reason, we will notify you of
our decision in writing.

In order to attempt to protect our shareholders from Disruptive Trading, we
have adopted certain market timing policies and procedures, which are described
in greater detail in the Statement of Additional Information.

Retirement Plans

Shares of the funds may be used as investments under the following qualified
prototype retirement plans: traditional IRA, rollover IRA, SIMPLE IRA, Roth IRA,
401(k) plans, profit-sharing, money purchase plans, and 403(b) plans. For more
information, call 1-800-243-4361.

INVESTOR SERVICES
-----------------

INVESTO-MATIC is a systematic investment plan that allows you to have a
specified amount automatically deducted from your checking or savings account
and then deposited into your mutual fund account. Just complete the
Investo-Matic Section on the application and include a voided check.

SYSTEMATIC EXCHANGE allows you to automatically move money from one Phoenix
Fund to another on a monthly, quarterly, semi-annual or annual basis. Shares of
one Phoenix Fund will be exchanged for shares of the same class of another
Phoenix Fund at the interval you select. To sign up, just complete the
Systematic Exchange Section on the application. Exchange privileges may not be
available for all Phoenix Funds and may be rejected or suspended.

TELEPHONE EXCHANGE lets you exchange shares of one Phoenix Fund for the same
class of shares in another Phoenix Fund, using our customer service telephone
service. See the Telephone Exchange Section on the application. Exchange
privileges may not be available for all Phoenix Funds and may be rejected or
suspended.

SYSTEMATIC WITHDRAWAL PROGRAM allows you to periodically redeem a portion of
your account on a predetermined monthly, quarterly, semiannual, or annual basis.
Sufficient shares will be redeemed on the 15th of the month at the closing net
asset value so that the payment is made about the 20th of the month. The program
also provides for redemptions on or about the 10th, 15th, or 25th with proceeds
directed through the ACH to your bank. The minimum withdrawal is $25.00, and
minimum account balance requirements continue to apply. Shareholders in the
program must own Phoenix Fund shares worth at least $5,000.

TAX STATUS OF DISTRIBUTIONS
---------------------------

The funds plan to make distributions from net investment income semiannually
and to distribute net realized capital gains, if any, annually. Distributions of
short-term capital gains and net investment income are taxable to shareholders
as ordinary income. Under the 2003 Tax Act, certain distributions of long-term
capital gains and certain dividends are taxable at a lower rate than ordinary
income. Long-term capital gains, if any, distributed to shareholders and which
are designated by the funds as capital gain distributions, are taxable to
shareholders as long-term capital gain distributions regardless of the length of
time you have owned your shares.

Unless you elect to receive distributions in cash, dividends and capital
gain distributions are paid in additional shares. All distributions, cash or
additional shares, are subject to federal income tax and may be subject to
state, local and other taxes.

MISCELLANEOUS

AVAILABLE INFORMATION

The Acquiring Trust and the FMI Company are each registered under the 1940
Act and are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and the 1940 Act, and, in accordance therewith, file
reports, proxy materials, and other information with the SEC. Such reports,
proxy materials, and other information can be inspected at the Securities and
Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C., 20549 as well as at the following regional offices: New York Regional
Office, 75 Park Place, Room 1228, New York, NY, 10007; and Chicago Regional
Office, Northwestern Atrium Center, 500 Madison Street, Suite 1400, Chicago, IL,
60661. Copies of such material also can be obtained from the Public Reference
Branch, Office of Consumer Affairs and Information Services, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C., 20549, at
prescribed rates. The SEC maintains a Web Site (http://www.sec.gov) that
contains this Prospectus, Statement of Additional Information, material
incorporated by reference, and other information regarding registrants that file
electronically with the SEC.

PERFORMANCE FOR THE PERIOD ENDING JUNE 30, 2004

The period prior to June 30, 2004, when the Surviving Series began operating,
represents the performance of the Merging Series, a fund with substantially the
same investment objectives, policies and philosophies. The Surviving Series
treats the past performance of the Merging Series as its own. This past
performance has not been adjusted to reflect the expenses of the Surviving
Series. Please note that the Merging Series offered only one class of shares.
Therefore, the tables below provide information about the performance for that
class only.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDING JUNE 30, 2004)

LIFE OF INCEPTION
1 YEAR 5 YEARS THE SERIES DATE
-------- --------- ------------ ------------

MERGING SERIES - FMI SASCO
CONTRARIAN VALUE FUND

Merging Series shares 40.03% 12.96% 9.59% 12/30/97
Russell Midcap Index(1) 29.38% 6.51% 8.21% 12/30/97

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

1 The Russell Midcap Index consists of the smallest 800 securities in the
Russell 1000 Index as ranked by total market capitalization. This index
attempts to capture the performance of the medium-sized universe of common
stocks. Reflects no deduction for fees, expenses or taxes.

GROWTH OF $10,000
(FOR THE PERIODS ENDING JUNE 30, 2004)

MERGING SERIES - FMI SASCO CONTRARIAN VALUE FUND

YEAR SHARES RUSSELL MIDCAP INDEX(1)
- ---------- ---------- -------------------------
12/30/97 $10,000 $10,000
06/30/98 $10,410 $10,942
06/30/99 $ 9,860 $12,180
06/30/00 $ 9,217 $13,720
06/30/01 $12,901 $13,852
06/30/02 $14,048 $12,574
06/30/03 $12,953 $12,905
06/30/04 $18,137 $16,697

This growth of $10,000 chart assumes an initial investment of $10,000 made on
the inception dates in the tables above. Performance assumes dividends and
capital gains are reinvested.

SECTOR WEIGHTINGS AT JUNE 30, 2004 (AS A PERCENT OF EQUITY HOLDINGS)

FMI SASCO CONTRARIAN
SECTOR VALUE FUND
- ------------------------------------ ---------------------------------------
Consumer Discretionary $ 1,513,421 30.13%
Consumer Staples $ 336,816 6.71%
Energy $ 161,250 3.21%
Financials $ - 0.00%
Health Care $ - 0.00%
Industrials $ 1,055,435 21.01%
Information Technology $ - 0.00%
Materials $ 1,107,802 22.06%
Telecommunication Services $ - 0.00%
Utilities $ 848,018 16.88%

Total Equity Holdings $ 5,022,742 100.00%

ASSET MIX AT JUNE 30, 2004 (AS A PERCENTAGE OF TOTAL ASSETS)

MERGING SERIES - FMI SASCO
ASSET MIX CONTRARIAN VALUE FUND
- -------------------------------------------- ----------------------------------
Common Stock 78.44%
Short Term Obligations 22.44%
Other assets and liabilities, net -0.88%

Total Net Assets 100.00%

TEN LARGEST FMI SASCO CONTRARIAN VALUE FUND HOLDINGS AT JUNE 30, 2004 (AS A
PERCENTAGE OF TOTAL NET ASSETS)

MERGING SERIES - FMI SASCO CONTRARIAN VALUE FUND
1. Foot Locker, Inc. 5.4%
2. Duke Energy Corp. 4.0%
3. FirstEnergy Corp. 3.5%
4. Raytheon Co. 3.5%
5. Limited Brands 3.4%
6. Hercules Inc. 3.4%
7. Del Monte Foods Co. 3.3%
8. Thomas & Betts Corp. 3.3%
9. ONEOK, Inc. 3.3%
10. Packaging Corp of America 3.2%

LEGAL MATTERS

Matthew A. Swendiman, Esq., Counsel, Phoenix Life Insurance Company, will
pass upon certain legal matters in connection with the issuance of the shares of
the Surviving Series.

ADDITIONAL FINANCIAL INFORMATION

The tables set forth below present certain financial information for the
Merging Series. The financial highlights for each year ended June 30 are derived
from the Merging Series' audited financial statements for that year. The data
should be read in conjunction with the audited financial statements and related
notes, which are included in the Statement of Additional Information related to
this Prospectus/Proxy Statement.

MERGING SERIES - FMI SASCO CONTRARIAN VALUE FUND
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

For the Years Ended June 30,
------------------------------------------------------------------
2004 2003 2002 2001 2000
------ ------ ------ ------ ------

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $12.18 $13.21 $12.15 $ 8.74 $ 9.47
INCOME FROM INVESTMENT OPERATIONS:
Net investment (loss) income (a) (0.01) 0.01 (0.01) 0.02 0.08
Net realized and unrealized
gains (losses) on investments 4.88 (1.04) 1.09 3.46 (0.70)
------ ------ ------ ------ ------

TOTAL FROM INVESTMENT OPERATIONS 4.87 (1.03) 1.08 3.48 (0.62)
LESS DISTRIBUTIONS:
Dividends from net investment income (0.01) -- (0.02) (0.07) (0.11)
Distributions from net realized gains -- -- -- -- --
------ ------ ------ ------ ------

Total from distributions (0.01) -- (0.02) (0.07) (0.11)
------ ------ ------ ------ ------

NET ASSET VALUE, END OF YEAR $17.04 $12.18 $13.21 $12.15 $ 8.74
====== ====== ====== ====== ======

TOTAL RETURN 40.03% (7.80%) 8.89% 39.98% (6.52%)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000's $) 6,404 3,800 5,240 4,901 5,568
Ratio of expenses (after reimbursement)
to average net assets (b) 1.30% 1.30% 1.30% 1.30% 1.30%
Ratio of net investment (loss)
income to average net assets (c) (0.06%) 0.09% (0.05%) 0.17% 0.88%
Portfolio turnover rate 53.19% 22.94% 49.36% 27.44% 42.53%

(a) In 2004, 2003, 2002, 2001 and 2000, net investment (loss) income per share
is calculated using average shares outstanding.
(b) Computed after giving effect to adviser's expense limitation undertaking.
If the Fund had paid all of its expenses, the ratios would have been for
the years ended June 30, 2004, 2003, 2002, 2001 and 2000, 2.76%, 3.05%,
2.68%, 2.25% and 1.76%, respectively.
(c) If the Fund had paid all of its expenses, the ratios would have been for
the years ended June 30, 2004, 2003, 2002, 2001 and 2000, (1.52%), (1.66%),
(1.43%), (0.78%) and 0.42%, respectively.

FUTURE SHAREHOLDER MEETINGS

As a Delaware Statutory Trust, the Acquiring Trust does not hold shareholder
meetings unless required by the 1940 Act. Other than this meeting, the Acquiring
Trust does not anticipate holding any future meetings of shareholders unless
required.

OTHER BUSINESS

The Board of Directors of the FMI Company knows of no business to be brought
before the meeting other than the matters set forth in this Prospectus/Proxy
Statement. Should any other matter requiring a vote of Merging Series'
shareholders arise, however, the proxies will vote thereon according to their
best judgment in the interests of the Merging Series and the shareholders of the
Merging Series.

By Order of the Board of Trustees,

Donald S. Wilson
Secretary

Milwaukee, Wisconsin
September 21, 2004

EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this _____ day of _____________, 200__, by and between Phoenix Equity Trust,
a Delaware statutory trust (the "Trust"), with its principal place of business
at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the Phoenix
Mid-Cap Value Fund (the "Acquiring Fund"), a separate series of the Trust, and
FMI Mutual Funds, Inc., a Wisconsin corporation (the "FMI Company"), on behalf
of the FMI Sasco Contrarian Value Fund (the "Acquired Fund"), another separate
series of the FMI Company.

This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1) of the
United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all of the
assets of the Acquired Fund to the Acquiring Fund in exchange solely for voting
shares of beneficial interest of the Acquiring Fund (the "Acquiring Fund
Shares"), the assumption by the Acquiring Fund of all liabilities of the
Acquired Fund, and the distribution of the Acquiring Fund Shares to the
shareholders of the Acquired Fund in complete liquidation of the Acquired Fund
as provided herein, all upon the terms and conditions hereinafter set forth in
this Agreement.

The Acquired Fund is a separate series of the FMI Company and the Acquiring Fund
is a separate series of the Trust, each of which is an open-end, registered
investment company of the management type. The Acquired Fund owns securities
that generally are assets of the character in which the Acquiring Fund is
permitted to invest.

The Board of Trustees of the Trust, including a majority of the Trustees who are
not "interested persons" of the trust, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), has determined, with respect to the
Acquiring Fund, that the exchange of all of the assets of the Acquired Fund for
Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund
by the Acquiring Fund is in the best interests of the Acquiring Fund which is a
newly created series of the Trust formed for the specific purposes of entering
into the Agreement, and its shareholder and that the interests of the existing
sole shareholder of the Acquiring Fund would not be diluted as a result of this
transaction.

The Board of Directors of the FMI Company, including a majority of the Directors
who are not "interested persons" of the FMI Company, as defined in the 1940 Act,
has also determined, with respect to the Acquired Fund, that the exchange of all
of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption
of all liabilities of the Acquired Fund by the Acquiring Fund is in the best
interests of the Acquired Fund and its shareholders and that the interests of
the existing shareholders of the Acquired Fund would not be diluted as a result
of this transaction.

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

1. TRANSACTION

1.1 Subject to the requisite approval of the Acquired Fund shareholders
and the other terms and conditions herein set forth and on the basis of the
representations and warranties contained herein, the Acquired Fund agrees to
transfer all of the Acquired Fund's assets, as set forth in paragraph 1.2, to
the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor: (i) to
deliver to the Acquired Fund the number of full and fractional Acquiring Fund
Shares, determined by dividing the value of the Acquired Fund's net assets,
computed in the manner and as of the time and date set forth in paragraph 2.1,
by the net asset value of one Acquiring Fund Share, computed in the manner and
as of the time and date set forth in paragraph 2.2; and (ii) to assume all
liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such
transactions shall take place at the closing provided for in paragraph 3.1 (the
"Closing Date").

1.2 The assets of the Acquired Fund to be acquired by the Acquiring
Fund shall consist of all assets and property, including, without limitation,
all cash, securities, commodities and futures interests and dividends or

A-1

interests receivable, that are owned by the Acquired Fund, and any deferred or
prepaid expenses shown as an asset on the books of the Acquired Fund, on the
Closing Date (collectively, the "Assets").

1.3 The Acquired Fund will endeavor to discharge all of its known
liabilities and obligations prior to the Closing Date. The Acquiring Fund shall
also assume all of the liabilities of the Acquired Fund, whether accrued or
contingent, known or unknown, existing at the Valuation Date, as defined in
paragraph 2.1 (collectively, "Liabilities"). On or as soon as practicable prior
to the Closing Date, the Acquired Fund will declare and pay to its shareholders
of record one or more dividends and/or other distributions so that it will have
distributed substantially all (and in no event less than 98%) of its investment
company taxable income and realized net capital gain, if any, for the current
taxable year through the Closing Date.

1.4 Immediately after the transfer of Assets provided for in paragraph
1.1, the Acquired Fund will distribute to the Acquired Fund's shareholders of
record, determined as of immediately after the close of business on the Closing
Date (the "Acquired Fund Shareholders"), on a pro rata basis, the Acquiring Fund
Shares received by the Acquired Fund pursuant to paragraph 1.1, and will
completely liquidate. Such distribution and liquidation will be accomplished,
with respect to the Acquired Fund's shares, by the transfer of the Acquiring
Fund Shares then credited to the account of the Acquired Fund on the books of
the Acquiring Fund to open accounts on the share records of the Acquiring Fund
in the names of the Acquired Fund Shareholders. The aggregate net asset value of
Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be
equal to the aggregate net asset value of the Acquired Fund shares owned by such
shareholders on the Closing Date. All issued and outstanding shares of the
Acquired Fund will simultaneously be canceled on the books of the Acquired Fund.

1.5 Ownership of Acquiring Fund Shares will be shown on the books of
the Acquiring Fund or its transfer agent, as defined in paragraph 3.3.

1.6 Any reporting responsibility of the Acquired Fund including, but
not limited to, the responsibility for filing of regulatory reports, tax
returns, or other documents with the U.S. Securities and Exchange Commission
(the "Commission"), any state securities commission, and any federal, state or
local tax authorities or any other relevant regulatory authority, is and shall
remain the responsibility of the Acquired Fund.

2. VALUATION

2.1 The value of the Assets shall be the value computed as of
immediately after the close of business of the New York Stock Exchange and after
the declaration of any dividends on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures
established by the Trust's Board of Trustees, which shall be described in the
then-current prospectus and statement of additional information with respect to
the Acquiring Fund.

2.2 The net asset value of the Acquiring Fund Shares shall be the net
asset value per share computed as of the Valuation Date, using the valuation
procedures established by the Trust's Board of Trustees which shall be described
in the Acquiring Fund's then-current prospectus and statement of additional
information.

2.3 The number of Acquiring Fund Shares to be issued (including
fractional shares, if any) in exchange for the Acquired Fund's Assets shall be
determined by dividing the value of the net assets with respect to the shares of
the Acquired Fund determined using the same valuation procedures referred to in
paragraph 2.1, by the net asset value of a Acquiring Fund Share, determined in
accordance with paragraph 2.2.

2.4 Phoenix Equity Planning Corporation shall make all computations of
value, in its capacity as financial agent for the Trust.

3. CLOSING AND CLOSING DATE

3.1 The Closing Date shall be October 8, 2004, or such other date as
the parties may agree. All acts taking place at the closing of the transaction
(the "Closing") shall be deemed to take place simultaneously as of immediately
after the close of business on the Closing Date unless otherwise agreed to by
the parties. The close of business on the Closing Date shall be as of 4:00 p.m.,
Eastern Time. The Closing shall be held at the offices of Simpson Thacher &
Bartlett LLP or at such other time and/or place as the parties may agree.

A-2

3.2 The FMI Company shall direct U.S. Bank, N.A. (formerly Firstar
Trust Company), as custodian for the Acquired Fund (the "Custodian"), to
deliver, on the next business day after the Closing, a certificate of an
authorized officer stating that (i) the Assets shall have been delivered in
proper form to the Acquiring Fund on the next business day following the Closing
Date, and (ii) all necessary taxes in connection with the delivery of the
Assets, including all applicable federal and state stock transfer stamps, if
any, have been paid or provision for payment has been made. The Acquired Fund's
portfolio securities represented by a certificate or other written instrument
shall be presented by the Acquired Fund Custodian to the custodian for the
Acquiring Fund for examination no later than on the next business day following
the Closing Date, and shall be transferred and delivered by the Acquired Fund on
the next business day following the Closing Date for the account of the
Acquiring Fund duly endorsed in proper form for transfer in such condition as to
constitute good delivery thereof. The Custodian shall deliver as of the Closing
Date by book entry, in accordance with the customary practices of such
depositories and the Custodian, the Acquired Fund's portfolio securities and
instruments deposited with a securities depository, as defined in Rule 17f-4
under the 1940 Act. The cash to be transferred by the Acquired Fund shall be
delivered by wire transfer of federal funds on the Closing Date.

3.3 The FMI Company shall direct U.S. Bancorp Fund Services LLC (the
"Transfer Agent"), on behalf of the Acquired Fund, to deliver on the next
business day following the Closing, a certificate of an authorized officer
stating that its records contain the names and addresses of the Acquired Fund
Shareholders, and the number and percentage ownership of outstanding shares
owned by each such shareholder immediately prior to the Closing. The Acquiring
Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares
to be credited on the Closing Date to the Secretary of the Acquiring Fund, or
provide evidence satisfactory to the Acquired Fund that such Acquiring Fund
Shares have been credited to the Acquired Fund's account on the books of the
Acquiring Fund. At the Closing each party shall deliver to the other such bills
of sale, checks, assignments, share certificates, if any, receipts or other
documents as such other party or its counsel may reasonably request.

3.4 In the event that on the Valuation Date (a) the New York Stock
Exchange or another primary trading market for portfolio securities of the
Acquired Fund shall be closed to trading or trading thereupon shall be
restricted, or (b) trading or the reporting of trading on such Exchange or
elsewhere shall be disrupted so that accurate appraisal of the value of the net
assets of the Acquired Fund is impracticable, the Closing Date shall be
postponed until the first Friday after the day when trading shall have been
fully resumed and reporting shall have been restored.

4. REPRESENTATIONS AND WARRANTIES

4.1 The FMI Company, on behalf of the Acquired Fund, represents
and warrants as follows:

(a) The Acquired Fund is duly organized as a series of the FMI Company,
which is a corporation duly organized, validly existing and in good standing
under the laws of the State of Wisconsin, with power under the FMI Company's
Restated Articles of Incorporation ("Articles of Incorporation"), to own all of
its Assets and to carry on its business as it is now being conducted;

(b) The FMI Company is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act, and the registration of
shares of the Acquired Fund under the Securities Act of 1933, as amended ("1933
Act"), is in full force and effect;

(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Acquired Fund of
the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act")
and the 1940 Act and such as may be required by state securities laws;

(d) The current prospectus and statement of additional information of
the Acquired Fund and each prospectus and statement of additional information of
the Acquired Fund used at all times previous to the date of this Agreement
conforms or conformed at the time of its use in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder; and does not or did not at the time of
its use include any untrue statement of a material fact or omit to state any
material fact required to be

A-3

stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading;

(e) On the Closing Date, the FMI Company, on behalf of the Acquired
Fund, will have good and marketable title to the Assets and full right, power,
and authority to sell, assign, transfer and deliver such Assets hereunder free
of any liens or other encumbrances, and upon delivery and payment for such
Assets; the Trust, on behalf of the Acquiring Fund, will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act, other
than as disclosed to the Acquiring Fund;

(f) The Acquired Fund is not engaged currently, and the execution,
delivery and performance of this Agreement will not result, in (i) a material
violation of the FMI Company's Articles of Incorporation or of any agreement,
indenture, instrument, contract, lease or other undertaking to which the FMI
Company on behalf of the Acquired Fund is a party or by which it is bound, or
(ii) the acceleration of any obligation, or the imposition of any penalty, under
any agreement, indenture, instrument, contract, lease, judgment or decree to
which the FMI Company on behalf of the Acquired Fund is a party or by which it
is bound;

(g) All material contracts or other commitments of the Acquired Fund
(other than this Agreement and certain investment contracts, including options,
futures and forward contracts) will terminate without liability to the Acquired
Fund on or prior to the Closing Date;

(h) Except as otherwise disclosed in writing to and accepted by the
Trust, on behalf of the Acquiring Fund, no litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or, to its knowledge, threatened against the FMI Company on
behalf of the Acquired Fund or any of its properties or assets that, if
adversely determined, would materially and adversely affect its financial
condition or the conduct of its business. The FMI Company, on behalf of the
Acquired Fund, knows of no facts which might form the basis for the institution
of such proceedings and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially and
adversely affects its business or its ability to consummate the transactions
herein contemplated;

(i) The Statement of Assets and Liabilities, Statements of Operations
and Changes in Net Assets, and Schedule of Investments of the Acquired Fund at
June 30, 2004, have been audited by PricewaterhouseCoopers, LLP ("PwC"),
independent registered public accountants, and are in accordance with generally
accepted accounting principles ("GAAP") consistently applied, and such
statements (copies of which have been furnished to the Acquiring Fund) present
fairly, in all material respects, the financial condition of the Acquired Fund
as of such date in accordance with GAAP, and there are no known contingent
liabilities of the Acquired Fund required to be reflected on a balance sheet
(including the notes thereto) in accordance with GAAP as of such date not
disclosed therein;

(j) Since June 30, 2004, there has not been any material adverse change
in the Acquired Fund's financial condition, assets, liabilities or business,
other than changes occurring in the ordinary course of business, or any
incurrence by the Acquired Fund of indebtedness maturing more than one year from
the date such indebtedness was incurred, except as otherwise disclosed to and
accepted by the Acquiring Fund. For the purposes of this subparagraph (j), a
decline in net asset value per share of the Acquired Fund due to declines in
market values of securities in the Acquired Fund's portfolio, the discharge of
Acquired Fund liabilities, or the redemption of Acquired Fund Shares by
shareholders of the Acquired Fund shall not constitute a material adverse
change;

(k) On the Closing Date, all Federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Acquired Fund required by
law to have been filed by such date (including any extensions) shall have been
filed and are or will be correct in all material respects, and all Federal and
other taxes shown as due or required to be shown as due on said returns and
reports shall have been paid or provision shall have been made for the payment
thereof, and to the best of the Acquired Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to such
returns;

(l) For each taxable year of its operation (including the taxable year
ending on the Closing Date), the Acquired Fund has met (or will meet) the
requirements of Subchapter M of the Code for qualification as a regulated

A-4

investment company, has been (or will be) eligible to and has computed (or will
compute) its federal income tax under Section 852 of the Code, and will have
distributed all of its investment company taxable income and net capital gain
(as defined in the Code) that has accrued through the Closing Date, and before
the Closing Date will have declared dividends sufficient to distribute all of
its investment company taxable income and net capital gain for the period ending
on the Closing Date;

(m) All issued and outstanding shares of the Acquired Fund are, and on
the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable and have been offered and sold in every state and the
District of Columbia in compliance in all material respects with applicable
registration requirements of the 1933 Act and state securities laws. All of the
issued and outstanding shares of the Acquired Fund will, at the time of Closing,
be held by the persons and in the amounts set forth in the records of the
Transfer Agent, on behalf of the Acquired Fund, as provided in paragraph 3.3.
The Acquired Fund does not have outstanding any options, warrants or other
rights to subscribe for or purchase any of the shares of the Acquired Fund, nor
is there outstanding any security convertible into any of the Acquired Fund
shares;

(n) The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action, if any,
on the part of the Board of Directors of the FMI Company, on behalf of the
Acquired Fund, and, subject to the approval of the shareholders of the Acquired
Fund, this Agreement will constitute a valid and binding obligation of the
Acquired Fund, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights and to general equity
principles;

(o) The information to be furnished by the Acquired Fund for use in
registration statements, proxy materials and other documents filed or to be
filed with any federal, state or local regulatory authority (including the NASD,
Inc.), which may be necessary in connection with the transactions contemplated
hereby, shall be accurate and complete in all material respects and shall comply
in all material respects with Federal securities and other laws and regulations
thereunder applicable thereto; and

(p) The proxy statement of the Acquired Fund (the "Proxy Statement") to
be included in the Registration Statement referred to in paragraph 4.2(p),
insofar as it relates to the Acquired Fund, will, on the effective date of the
Registration Statement and on the Closing Date (i) not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not materially misleading
provided, however, that the representations and warranties in this subparagraph
(p) shall not apply to statements in or omissions from the Proxy Statement and
the Registration Statement made in reliance upon and in conformity with
information that was furnished by the Acquiring Fund for use therein, and (ii)
comply in all material respects with the provisions of the 1933 Act, the 1934
Act and the 1940 Act and the rules and regulations thereunder.

4.2 The Trust, on behalf of the Acquiring Fund, represents and
warrants as follows:

(a) The Acquiring Fund is duly organized as a series of the Trust,
which is a business trust duly organized, validly existing and in good standing
under the laws of the State of Delaware with power under the Trust's Declaration
of Trust to own all of its assets and to carry on its business as it is now
being conducted;

(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act and the registration of
shares of the Acquiring Fund under the 1933 Act, is in full force and effect;

(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Acquiring Fund of
the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state
securities laws;

(d) The current prospectus and statement of additional information of
the Acquiring Fund and each prospectus and statement of additional information
of the Acquiring Fund as of the date of this Agreement conforms or conformed at
the time of its use in all material respects to the applicable requirements of
the 1933 Act and the

A-5

1940 Act and the rules and regulations of the Commission thereunder and does not
or did not at the time of its use include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not materially misleading;

(e) The Acquiring Fund is not engaged currently, and the execution,
delivery and performance of this Agreement will not result, in (i) a material
violation of the Trust's Declaration of Trust or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Trust on behalf of
the Acquiring Fund is a party or by which it is bound, or (ii) the acceleration
of any obligation, or the imposition of any penalty, under any agreement,
indenture, instrument, contract, lease, judgment or decree to which the Trust on
behalf of the Acquiring Fund is a party or by which it is bound;

(f) Except as otherwise disclosed in writing to and accepted by the FMI
Company, on behalf of the Acquired Fund, no litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or, to its knowledge, threatened against the Trust on behalf
of the Acquiring Fund or any of the Acquiring Fund's properties or assets that,
if adversely determined, would materially and adversely affect the Acquiring
Fund's financial condition or the conduct of the Acquiring Fund's business. The
Trust on behalf of the Acquiring Fund knows of no facts which might form the
basis for the institution of such proceedings and is not a party to or subject
to the provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects the Acquiring Fund's business or the
Acquiring Fund's ability to consummate the transactions herein contemplated;

(g) On the Closing Date, the Acquiring Fund has only nominal assets and
outstanding shares, solely for the purpose of voting on matters related to the
reorganization contemplated by the Agreement;

(h) There are no known or contingent liabilities of the Acquiring Fund
as of the date hereof or the Closing Date;

(i) On the Closing Date, all Federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Acquiring Fund required by
law to have been filed by such date (including any extensions) shall have been
filed and are or will be correct in all material respects, and all Federal and
other taxes shown as due or required to be shown as due on said returns and
reports shall have been paid or provision shall have been made for the payment
thereof, and to the best of the Acquiring Fund's knowledge no such return is
currently under audit and no assessment has been asserted with respect to such
returns;

(k) The Acquiring Fund intends to meet the requirements of Subchapter M
of the Code for qualification as a regulated investment company and has elected
to be treated as such;

(l) All issued and outstanding Acquiring Fund Shares are, and on the
Closing Date will be, duly and validly issued and outstanding, fully paid and
non-assessable (recognizing that, under Delaware law, it is theoretically
possible that shareholders of the Acquired Fund could, under certain
circumstances, be held personally liable for obligations of the Acquired Fund)
and have been offered and sold in every state and the District of Columbia in
compliance in all material respects with applicable registration requirements of
the 1933 Act. The Acquiring Fund does not have outstanding any options, warrants
or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is
there outstanding any security convertible into any Acquiring Fund Shares;

(m) The execution, delivery and performance of this Agreement will have
been fully authorized prior to the Closing Date by all necessary action, if any,
on the part of the Trustees of the Trust on behalf of the Acquiring Fund and
this Agreement will constitute a valid and binding obligation of the Trust on
behalf of the Acquiring Fund, enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights and to general equity
principles;

(n) Acquiring Fund Shares to be issued and delivered to the Acquired
Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms
of this Agreement, will on the Closing Date have been duly authorized and, when
so issued and delivered, will be duly and validly issued Acquiring Fund Shares,
and will be

A-6

fully paid and non-assessable (recognizing that, under Delaware law, it is
theoretically possible that shareholders of the Acquired Fund could, under
certain circumstances, be held personally liable for obligations of the Acquired
Fund);

(o) The information to be furnished by the Trust for use in the
registration statements, proxy materials and other documents that may be
necessary in connection with the transactions contemplated hereby shall be
accurate and complete in all material respects and shall comply in all material
respects with Federal securities and other laws and regulations applicable
thereto; and

(p) That insofar as it relates to the Acquiring Fund, the Form N-1A
Registration Statement of the Trust relating to the Acquiring Fund (the
"Registration Statement") and the Form N-14 Registration Statement of the Trust
with respect to the Acquiring Fund (the "Proxy Statement"), and any amendment or
supplement to the foregoing, will, from the effective date of the Registration
Statement or the Proxy Statement through the date of the meeting of shareholders
of the Acquired Fund contemplated therein (i) not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading provided,
however, that the representations and warranties in this subparagraph (p) shall
not apply to statements in or omissions from the Registration Statement or the
Proxy Statement made in reliance upon and in conformity with information that
was furnished by the Acquired Fund for use therein, and (ii) comply in all
material respects with the provisions of the 1933 Act, the 1934 Act and the 1940
Act and the rules and regulations thereunder.

(o) The Acquiring Fund agrees to use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act, the 1940 Act and such
of the state blue sky or securities laws as may be necessary in order to
continue its operations after the Closing Date.

5. COVENANTS OF THE FMI COMPANY ON BEHALF OF THE ACQUIRED FUND

5.1 The Acquired Fund will operate its business in the ordinary course
between the date hereof and the Closing Date except as contemplated by this
Agreement.

5.2 The FMI Company will call a meeting of the shareholders of the
Acquired Fund to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.

5.3 The Acquired Fund covenants that the Acquiring Fund Shares to be
issued hereunder are not being acquired for the purpose of making any
distribution thereof, other than in accordance with the terms of this Agreement.

5.4 The Acquired Fund shall assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably request concerning the holders of
the Acquired Fund's shares.

5.5 Subject to the provisions of this Agreement, the Acquired Fund will
each take, or cause to be taken, all action, and do or cause to be done, all
things reasonably necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement.

5.6 As soon as is reasonably practicable after the Closing, the
Acquired Fund will make a liquidating distribution to its shareholders
consisting of the Acquiring Fund Shares received at the Closing.

5.7 The Acquired Fund shall use its reasonable best efforts to fulfill
or obtain the fulfillment of the conditions precedent to effect the transactions
contemplated by this Agreement as promptly as practicable.

5.8 The FMI Company, on behalf of the Acquired Fund, covenants that it
will, from time to time, as and when reasonably requested by the Trust on behalf
of the Acquiring Fund, execute and deliver or cause to be executed and delivered
all such assignments and other instruments, and will take or cause to be taken
such further action as the Trust on behalf of the Acquiring Fund may reasonably
deem necessary or desirable in order to vest in

A-7

and confirm (a) the FMI Company's, on behalf of the Acquired Fund's, title to
and possession of the Acquiring Fund Shares to be delivered hereunder, and (b)
the Trust's, on behalf of the Acquiring Fund's, title to and possession of all
the assets, and to carry out the intent and purpose of this Agreement.

6. COVENANTS OF THE TRUST ON BEHALF OF THE ACQUIRING FUND

6.1 The Acquiring Fund will operate its business in the ordinary course
between the date hereof and the Closing Date except as contemplated by this
Agreement.

6.2 Subject to the provisions of this Agreement, the Acquiring Fund
will take, or cause to be taken, all action, and do or cause to be done, all
things reasonably necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement.

6.3 The Acquiring Fund shall use its reasonable best efforts to fulfill
or obtain the fulfillment of the conditions precedent to effect the transactions
contemplated by this Agreement as promptly as practicable.

6.4 The Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the knowledge of the parties thereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act.

6.5 The Acquiring Fund will use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act and such of
the state blue sky or securities laws as may be necessary in order to continue
its operations after the Closing Date.

6.6 The Acquiring Fund shall, for a two-year period after the Closing,
limit total annual fund operating expenses to 1.25% of total net assets.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

The obligations of the FMI Company, on behalf of the Acquired Fund, to
consummate the transactions provided for herein shall be subject, at the FMI
Company's election, to the performance by the Trust, on behalf of the Acquiring
Fund, of all the obligations to be performed by it hereunder on or before the
Closing Date, and, in addition thereto, the following further conditions:

7.1 All representations and warranties of the Trust, on behalf of the
Acquiring Fund, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date;

7.2 The Trust, on behalf of the Acquiring Fund, shall have performed
all of the covenants and complied with all of the provisions required by this
Agreement to be performed or complied with by the Trust, on behalf of the
Acquiring Fund on or before the Closing Date; and

7.3 The Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in the Acquiring Fund's name by its President or Vice
President, and its Treasurer or Assistant Treasurer, in a form reasonably
satisfactory to the Acquired Fund, and dated as of the Closing Date, to the
effect that the representations and warranties of the Acquiring Fund made in
this Agreement are true and correct at and as of the Closing Date, except as
they may be affected by the transactions contemplated by this Agreement and as
to such other matters as the Acquired Fund shall reasonably request.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of the Trust, on behalf of the Acquiring Fund, to
consummate the transactions provided for herein shall be subject, at the Trust's
election, to the performance by the FMI Company, on behalf of the Acquired

A-8

Fund, of all of the obligations to be performed by it hereunder on or before the
Closing Date and, in addition thereto, the following further conditions:

8.1 All representations and warranties of the FMI Company, on behalf of
the Acquired Fund, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date;

8.2 The FMI Company shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities, as of the Closing Date,
certified by the Treasurer of the FMI Company;

8.3. The FMI Company, on behalf of the Acquired Fund, shall have
performed all of the covenants and complied with all of the provisions required
by this Agreement to be performed or complied with by FMI Company, on behalf of
the Acquired Fund, on or before the Closing Date;

8.4 The Acquired Fund shall have declared and paid a distribution or
distributions prior to the Closing that, together with all previous
distributions, shall have the effect of distributing to its shareholders (i) all
of its investment company taxable income and all of its net realized capital
gains, if any, for the period from the close of its last fiscal year to 4:00
p.m. Eastern time on the Closing; and (ii) any undistributed investment company
taxable income and net realized capital gains from any period to the extent not
otherwise already distributed; and

8.5 The Acquired Fund shall have delivered to the Acquiring Fund a
certificate executed in the Acquired Fund's name by its President or Vice
President, and its Treasurer or Assistant Treasurer, in a form reasonably
satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the
effect that the representations and warranties of the Acquired Fund made in this
Agreement are true and correct at and as of the Closing Date, except as they may
be affected by the transactions contemplated by this Agreement and as to such
other matters as the Acquiring Fund shall reasonably request.

9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND
THE ACQUIRED FUND

If any of the conditions set forth below have not been satisfied on or
before the Closing Date with respect to the FMI Company, on behalf of the
Acquired Fund, or the Trust, on behalf of the Acquiring Fund, the other party to
this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:

9.1 The Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Acquired Fund in accordance with the provisions of the FMI Company's
Articles of Incorporation, applicable Wisconsin law and the 1940 Act.
Notwithstanding anything herein to the contrary, neither the FMI Company nor the
Trust may waive the conditions set forth in this paragraph 9.1;

9.2 On the Closing Date no action, suit or other proceeding shall be
pending or, to its knowledge, threatened before any court or governmental agency
in which it is sought to restrain or prohibit, or obtain damages or other relief
in connection with, this Agreement or the transactions contemplated herein;

9.3 All consents of other parties and all other consents, orders and
permits of Federal, state and local regulatory authorities deemed necessary by
the FMI Company and the Trust to permit consummation, in all material respects,
of the transactions contemplated hereby shall have been obtained, except where
failure to obtain any such consent, order or permit would not involve a risk of
a material adverse effect on the assets or properties of the Acquiring Fund or
the Acquired Fund, provided that either party hereto may for itself waive any of
such conditions;

9.4 The Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act; and

A-9

9.5 The parties shall have received the opinion of Foley & Lardner LLP,
addressed to the Trust substantially to the effect that, based upon certain
facts, assumptions, and representations, the transaction contemplated by this
Agreement, shall for federal income tax purposes, qualify under the continuity
of business enterprise (COBE) requirements for corporate reorganizations as a
tax free reorganization described in Section 368(a) of the Code. The delivery of
such opinion is conditioned upon receipt of representations it shall request of
the Trust. Notwithstanding anything herein to the contrary, the Trust may not
waive the condition set forth in this paragraph 9.5.

10. BROKERAGE FEES AND EXPENSES

10.1 The FMI Company on behalf of the Acquired Fund and the Trust on
behalf of the Acquiring Fund represent and warrant to each other that there are
no brokers or finders entitled to receive any payments in connection with the
transactions provided for herein.

10.2 The expenses relating to the proposed Reorganization will be borne
by Phoenix Investment Counsel, Inc. The costs of the Reorganization shall
include, but not be limited to, costs associated with obtaining any necessary
order of exemption from the 1940 Act, preparation of the Registration Statement,
printing and distributing the Acquiring Fund's prospectus and the Acquired
Fund's proxy materials, legal fees, accounting fees, securities registration
fees, and expenses of holding shareholders' meetings. Notwithstanding any of the
foregoing, expenses will in any event be paid by the party directly incurring
such expenses if and to the extent that the payment by another person of such
expenses would result in the disqualification of such party as a "regulated
investment company" within the meaning of Section 851 of the Code.

11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

11.1 The FMI Company and the Trust have not made any representation,
warranty or covenant not set forth herein; this Agreement constitutes the entire
agreement between the parties.

11.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall not survive the consummation of the transactions contemplated hereunder.
The covenants to be performed after the Closing shall survive the Closing.

12. TERMINATION

This Agreement may be terminated and the transactions contemplated
hereby may be abandoned by either party by (i) mutual agreement of the parties,
or (ii) by either party if the Closing shall not have occurred on or before
December 31, 2004, unless such date is extended by mutual agreement of the
parties, or (iii) by either party if the other party shall have materially
breached its obligations under this Agreement or made a material and intentional
misrepresentation herein or in connection herewith. In the event of any such
termination, this Agreement shall become void and there shall be no liability
hereunder on the part of any party or their respective Trustees, Directors or
officers, except for any such material breach or intentional misrepresentation,
as to each of which all remedies at law or in equity of the party adversely
affected shall survive.

13. WAIVER

The Acquiring Fund and the Acquired Fund, after consultation with their
respective counsel and by mutual consent of their respective Board of Trustees
and Board of Directors, may waive any condition to their respective obligations
hereunder.

14. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner
as may be deemed necessary or advisable by the authorized officers of the FMI
Company and the Trust; provided, however, that following the meeting of the
shareholders of the Acquired Fund called by the Acquired Fund pursuant to
paragraph 5.2 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of the Acquiring Fund Shares
to be issued to the Acquired Fund Shareholders under this Agreement to the
detriment of such shareholders without their further approval.

A-10

15. NOTICES

Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
facsimile, personal service or prepaid or certified mail addressed to Phoenix
Equity Trust, 101 Munson Street, Greenfield, Massachusetts 01301, Attn: General
Counsel.

16. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY

15.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

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

15.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts without regard to its
principles of conflicts of laws.

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

15.5 It is expressly agreed that the obligations of the Acquired Fund
hereunder shall not be binding upon any of the Directors, shareholders,
nominees, officers, agents, or employees of the Acquired Fund personally, but
shall bind only the property of the Acquired Fund, as provided in the Articles
of Incorporation of the Acquired Fund. The execution and delivery by such
officers of the Acquired Fund shall not be deemed to have been made by any of
them individually or to impose any liability on any of them personally, but
shall bind only the property of the Acquired Fund as provided in the Articles of
Incorporation of the Acquired Fund.

15.6 It is expressly agreed that the obligations of the parties
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Acquiring Fund personally, but shall bind
only the Trust property of the Acquiring Fund, as provided in the Declaration of
Trust of the Acquiring Fund. The execution and delivery by such officers of the
Acquiring Fund shall not be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind only the
Trust property of the Acquiring Fund as provided in the Declaration of Trust of
the Acquiring Fund.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President and its seal to be
affixed thereto and attested by its Secretary or Assistant Secretary.

Attest: PHOENIX EQUITY TRUST ON BEHALF OF ITS
PHOENIX MID-CAP VALUE FUND

___________________________ By: _______________________________
By:

Title: Title: _______________________________

Attest: FMI MUTUAL FUNDS, INC. ON BEHALF OF ITS
FMI SASCO CONTRARIAN VALUE FUND

___________________________ By: _______________________________
By:
Title: Title: _______________________________

A-11

PART B

STATEMENT OF ADDITIONAL INFORMATION

ACQUISITION OF THE ASSETS OF
FMI SASCO CONTRARIAN VALUE FUND
A SERIES OF
FMI MUTUAL FUNDS, INC.
225 EAST MASON STREET
MILWAUKEE, WISCONSIN 53202
(800) 811-5311

BY AND IN EXCHANGE FOR SHARES OF
PHOENIX MID-CAP VALUE FUND
A SERIES OF
PHOENIX EQUITY TRUST, (FORMERLY, PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND)

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

September 21, 2004

This Statement of Additional Information, relating specifically to the
proposed transfer of all of the assets and all the liabilities of FMI Sasco
Contrarian Value Fund (the "Merging Series"), a series of FMI Mutual Funds,
Inc., in exchange for shares of the corresponding class of the Phoenix Mid-Cap
Value Fund, a series of Phoenix Equity Trust, (formerly, Phoenix-Aberdeen
Worldwide Opportunities Fund) (the "Surviving Series"), consists of this cover
page and the following described documents:

1) the Statement of Additional Information of the Phoenix Equity
Trust (formerly, Phoenix Aberdeen Worldwide Opportunities
Fund), filed via EDGAR herewith;

2) the Statement of Additional Information of the FMI Mutual
Funds, Inc., as filed via EDGAR on Form N-1A (File No.
033-06836) on October 30, 2003 with Post-Effective Amendment
No. 24 to the Prospectus dated October 31, 2003, and
incorporated by reference;

3) the Annual Report of the Phoenix Equity Trust (formerly,
Phoenix Aberdeen Worldwide Opportunities Fund) for the year
ended June 30, 2004 filed via EDGAR on Form N-CSR (File No.
811-00945) on September 7, 2004 and incorporated by reference;

4) the Annual Report of the FMI Mutual Funds, Inc. for the year
ended June 30, 2004 filed via EDGAR on Form N-CSR (File No.
811-04722) on August 11, 2004, and incorporated by reference;
and

5) the Pro Forma Financial Statements filed via EDGAR on Form
N-14 (File No. 333-118174) on August 12, 2004, and
incorporated by reference.

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the Prospectus/Proxy
Statement dated September 21, 2004. A copy of the Prospectus/Proxy Statement may
be obtained without charge by contacting Phoenix Equity Planning Corporation
("Equity Planning") at 56 Prospect Street, P.O. Box 150480, Hartford, CT
06115-0480 or by telephoning Equity Planning toll free at (800) 243-4361.

The date of this Statement of Additional Information is September 21,
2004.

PHOENIX EQUITY TRUST

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
PHOENIX MID-CAP VALUE FUND

101 Munson Street
Greenfield, MA 01301

STATEMENT OF ADDITIONAL INFORMATION
September 21, 2004

The Statement of Additional Information is not a prospectus, but expands upon
and supplements the information contained in the Prospectus/Proxy Statement of
Phoenix Equity Trust (the "Trust") dated September 21, 2004, and should be read
in conjunction with it. The Statement of Additional Information incorporates by
reference certain information that appears in the Trust's annual and semiannual
reports, which are delivered to all investors. You may obtain a free copy of the
Trust's prospectus, annual or semiannual reports by calling Phoenix Equity
Planning Corporation ("Equity Planning") at (800) 243-4361 or by writing to
Equity Planning at 56 Prospect Street, P.O. Box 150480, Hartford, CT 06115-0480.

TABLE OF CONTENTS

PAGE

The Trust.................................................................... 1
Investment Restrictions ..................................................... 1
Investment Techniques and Risks ............................................. 2
Performance Information...................................................... 10
Portfolio Transactions and Brokerage......................................... 11
Services of the Adviser and Subadvisers...................................... 13
Net Asset Value ............................................................. 15
How to Buy Shares ........................................................... 16
Alternative Purchase Agreements.............................................. 16
Investor Account Services ................................................... 19
How to Redeem Shares ........................................................ 22
Dividends, Distributions and Taxes .......................................... 23
Tax Sheltered Retirement Plans .............................................. 26
The Distributor ............................................................. 26
Distribution Plans........................................................... 28
Management of the Trust...................................................... 29
Other Information ........................................................... 35

Mutual Fund Services: (800) 243-1574
Adviser Consulting Group: (800) 243-4361
Telephone Orders: (800) 367-5877
Text Telephone: (800) 243-1926

THE TRUST

The Trust was originally incorporated in New York in 1956, and on January 13,
1992, the Trust was reorganized as a Massachusetts business trust. It was
reorganized as a Delaware business trust in October 2000. The Trust has operated
as an open-end, diversified management investment company since May 1960. On
June 30, 1993, the Trustees voted to change the name of the Trust to "Phoenix
Worldwide Opportunities Fund" to reflect the purchase of the former adviser by
Phoenix Life Insurance Company and the affiliation with other Phoenix Funds. On
November 18, 1998, the Trustees voted to change the name of the Trust to
"Phoenix-Aberdeen Worldwide Opportunities Fund." On June 28, 2004 the Trust
changed its name to Phoenix Equity Trust and the Trustees designated the
Phoenix-Aberdeen Worldwide Opportunities Fund as a series of the Trust and
authorized an additional series of the Trust, the Phoenix Mid-Cap Value Fund
series (each series referred to as a "Fund" and collectively referred to as the
"Funds"). Each Fund is (or will be in the case of the Mid-Cap Value Fund) an
open-end, diversified management investment company.

The Funds' prospectus describes the investment objectives of the Funds and
the strategies that the Funds will employ in seeking to achieve their investment
objective. Each Fund's investment objective is a fundamental policy of the Fund
and may not be changed without the vote of a majority of the outstanding voting
securities of the Fund. The following discussion supplements the disclosure in
the prospectus.

INVESTMENT RESTRICTIONS

The following investment restrictions have been adopted by the Funds. Except
as otherwise stated, these investment restrictions are "fundamental" policies. A
"fundamental" policy is defined in the Investment Company Act of 1940 (the "1940
Act") to mean that the restriction cannot be changed without the vote of a
"majority of the outstanding voting securities" of the Fund. A majority of the
outstanding voting securities is defined in the 1940 Act as the lesser of (a)
67% or more of the voting securities present at a meeting if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, or (b) more than 50% of the outstanding voting securities.

Each Fund may not:

(1) With respect to 75% of its total assets, purchase securities of an issuer
(other than the U.S. Government, its agencies, instrumentalities or authorities
or repurchase agreements collateralized by U.S. Government securities and other
investment companies), if: (a) such purchase would, at the time, cause more than
5% of the Fund's total assets taken at market value to be invested in the
securities of such issuer; or (b) such purchase would, at the time, result in
more than 10% of the outstanding voting securities of such issuer being held by
the Fund.

(2) Purchase securities if, after giving effect to the purchase, more than
25% of its respective total assets would be invested in the securities of one or
more issuers conducting their principal business activities in the same industry
(excluding the U.S. Government, its agencies or instrumentalities).

(3) Borrow money, except (i) in amounts not to exceed one third of the value
of the Fund's total assets (including the amount borrowed) from banks, and (ii)
up to an additional 5% of its total assets from banks or other lenders for
temporary purposes. Neither Fund will pledge any of its assets, except to secure
borrowings and only to an extent not greater than 10% of the value of its
assets. For purposes of this restriction, (a) investment techniques such as
margin purchases, short sales, forward commitments, and roll transactions, (b)
investments in instruments such as futures contracts, swaps, and options and (c)
short-term credits extended in connection with trade clearance and settlement,
shall not constitute borrowing.

(4) Issue "senior securities" in contravention of the 1940 Act. Activities
permitted by exemptive orders or staff interpretations of the Securities and
Exchange Commission shall not be deemed to be prohibited by this restriction.

(5) Underwrite the securities issued by other persons, except to the extent
that, in connection with the disposition of portfolio securities, the Funds may
be deemed to be underwriters under applicable law.

(6) Purchase or sell real estate, except that the Funds may (i) acquire or
lease office space for their own use, (ii) invest in securities of issuers that
invest in real estate or interests therein, (iii) invest in mortgage-related
securities and other securities that are secured by real estate or interests
therein, (iv) hold and sell real estate acquired by the Funds as a result of the
ownership of securities.

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

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

Except with respect to investment restriction (3) above, if any percentage
restriction described above for the Funds is adhered to at the time of
investment, a subsequent increase or decrease in the percentage resulting from a
change in the value of the Funds' assets will not constitute a violation of the
restriction. With respect to investment restriction (3), in the event that asset
coverage for all borrowings shall at any time fall below 300 per centum, the
Fund shall, within three days thereafter (not including Sundays and holidays) or
such longer period as the Commission may prescribe by rules and regulations
reduce the amount of its borrowings to an extent that the asset coverage of such
borrowings shall be at least 300 per centum.

INVESTMENT TECHNIQUES AND RISKS

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
The Fund may utilize the following practices or techniques in pursuing its
investment objective.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
In order to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward foreign currency exchange contracts
("forward currency contracts") for the purchase or sale of a specified currency
at a specified future date. Such contracts may involve the purchase or sale of a
foreign currency against the U.S. dollar or may involve two foreign currencies.
The Fund may enter into forward currency contracts either with respect to
specific transactions or with respect to the Fund's portfolio positions.

FUTURES CONTRACTS ON FOREIGN CURRENCIES AND OPTIONS ON FUTURES CONTRACTS
The Fund may engage in futures contracts on foreign currencies and options on
these futures transactions as a hedge against changes in the value of the
currencies to which the Fund is subject or to which the Fund expects to be
subject in connection with future purchases, in accordance with the rules and
regulations of the Commodity Futures Trading Commission (the "CFTC"). The Fund
also may engage in such transactions when they are economically appropriate for
the reduction of risks inherent in the ongoing management of the Fund.

The Fund may buy and sell futures contracts on foreign currencies and groups
of foreign currencies. The Fund will engage in transactions in only those
futures contracts and options thereon that are traded on a commodities exchange
or a board of trade. A "sale" of a futures contract means the assumption of a
contractual obligation to deliver the specified amount of foreign currency at a
specified price in a specified future month. A "purchase" of a futures contract
means the assumption of a contractual obligation to acquire the currency called
for by the contract at a specified price in a specified future month. At the
time a futures contract is purchased or sold, the Fund must allocate cash or
securities as a deposit payment (initial margin). Thereafter, the futures
contract is valued daily and the payment of "variation margin" may be required,
resulting in the Fund's providing or receiving cash that reflects any decline or
increase in the contract's value, a process known as "marking to market."

OPTIONS ON FOREIGN CURRENCIES
The Fund may purchase and write put and call options on foreign currencies
traded on securities exchanges or boards of trade (foreign and domestic) for
hedging purposes in a manner similar to that in which forward currency contracts
and futures contracts on foreign currencies will be employed. Options on foreign
currencies are similar to options on stock, except that the Fund has the right
to take or make delivery of a specified amount of foreign currency, rather than
stock.

The Fund may purchase and write options to hedge the Fund's portfolio
securities denominated in foreign currencies. If there is a decline in the
dollar value of a foreign currency in which the Fund's portfolio securities are
denominated, the dollar value of such securities will decline even though
foreign currency value remains the same. See "Special Considerations and Risk
Factors." To hedge against the decline of the foreign currency, the Fund may
purchase put options on such foreign currency. If the value of the foreign
currency declines, the gain realized on the put option would offset, in whole or
in part, the adverse effect such decline would have on the value of the
portfolio securities. Alternatively, the Fund may write a call option on the
foreign currency. If the value of the foreign currency declines, the option
would not be exercised and the decline in the value of the portfolio securities
denominated in such foreign currency would be offset in part by the premium the
Fund received for the option.

If, on the other hand, the adviser anticipates purchasing a foreign security
and also anticipates a rise in the value of such foreign currency (thereby
increasing the cost of such security), the Fund may purchase call options on the
foreign currency. The purchase of such options could offset, at least partially,
the effects of the adverse movements of the exchange rates. Alternatively, the
Fund could write a put option on the currency and, if the exchange rates move as
anticipated, the option would expire unexercised.

SPECIAL CONSIDERATIONS AND RISK FACTORS
The Fund's use of forward currency contracts involves certain investment
risks and transaction costs to which it might not otherwise be subject. These
include: (1) the adviser may not always be able to accurately predict movements
within currency markets, (2) the skills and techniques needed to use forward
currency contracts are different from those needed to select the securities in
which the Fund invests and (3) there is no assurance that a liquid secondary
market will exist that would enable the adviser to "close out" existing forward
contracts when doing so is desirable. The Fund's successful use of forward
currency contracts, options on foreign currencies, futures contracts on foreign
currencies and options on such contracts depends upon the adviser's ability to
predict the direction of the market and political conditions, which require
different skills and techniques than predicting changes in the securities
markets generally. For instance, if the value of the securities being hedged
moves in a favorable direction, the advantage to the Fund would be wholly or
partially offset by a loss in the forward contracts or futures contracts.
Further, if the value of the securities being hedged does not change, the Fund's
net income would be less than if the Fund had not hedged since there are
transaction costs associated with the use of these investment practices.

These practices are subject to various additional risks. The correlation
between movements in the price of options and futures contracts and the price of
the currencies being hedged is imperfect. The use of these instruments will
hedge only the currency risks associated with investments in foreign currency
advances before it invests in securities denominated in such currency and the
currency market declines, the Fund might incur a loss on the futures contract.
The Fund's ability to establish and maintain positions will depend on market
liquidity. The ability of the Fund to close out a futures position or an option
depends upon a liquid secondary market. There is no assurance that liquid
secondary markets will exist for any particular futures contract or option at
any particular time.

PHOENIX MID-CAP VALUE FUND
The Fund may utilize the following practices or techniques in pursuing its
investment objective.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
The Fund may purchase residential and commercial mortgage-backed as well as
other asset-backed securities (collectively called "asset-backed securities")
that are secured or backed by automobile loans, installment sale contracts,
credit card receivables or other assets and are issued by entities such as GNMA,
FNMA, Federal Home Loan Mortgage Corporation ("FHLMC"), commercial banks,
trusts, financial companies, finance subsidiaries of industrial companies,
savings and loan associations, mortgage banks and investment banks. These
securities represent interests in pools of assets in which periodic payments of
interest and/or principal on the securities are made, thus, in effect passing
through periodic payments made by the individual borrowers on the assets that
underlie the securities, net of any fees paid to the issuer or guarantor of the
securities. The average life of these securities varies with the maturities and
the prepayment experience of the underlying instruments.

There are a number of important differences among the agencies and
instrumentalities of the U.S. government that issue mortgage-backed securities
and among the securities that they issue. Mortgage-backed securities guaranteed
by GNMA include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie
Maes") which are guaranteed as to the timely payment of principal and interest
by GNMA and such guarantee is backed by the full faith and credit of the United
States. GNMA is a wholly-owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA certificates also are supported by the
authority of GNMA to borrow funds from the U.S. Treasury to make payments under
its guarantee. Mortgage-backed securities issued by FNMA include FNMA Guaranteed
Mortgage Pass-Through Certificates (also known as "Fannie Maes") which are
solely the obligations of FNMA and are not backed by or entitled to the full
faith and credit of the United States, but are supported by the right of the
issuer to borrow from the Treasury. FNMA is a government-sponsored organization
owned entirely by private shareholders. Fannie Maes are guaranteed as to timely
payment of the principal and interest by FNMA. Mortgage-backed securities issued
by the FHLMC include FHLMC Mortgage Participation Certificates (also known as
"Freddie Macs" or "PCs"). FHLMC is a corporate instrumentality of the United
States, created pursuant to an Act of Congress. Freddie Macs are not guaranteed
by the United States or by any Federal Home Loan Bank and do not constitute a
debt or obligation of the United States or of any Federal Home Loan Bank.
Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by the FHLMC. FHLMC guarantees either ultimate collection or timely
payment of all principal payments on the underlying mortgage loans. When FHLMC
does not guarantee timely payment of

principal, FHLMC may remit the amount due on account of its guarantee of
ultimate payment of principal at any time after default on an underlying
mortgage, but in no event later than one year after it becomes payable.

The Fund may also purchase mortgage-backed securities structured as CMOs.
CMOs are issued in multiple classes and their relative payment rights may be
structured in many ways. In many cases, however, payments of principal are
applied to the CMO classes in order of their respective maturities, so that no
principal payments will be made on a CMO class until all other classes having an
earlier maturity date are paid in full. The classes may include accrual
certificates (also known as "Z-Bonds"), which do not accrue interest at a
specified rate until other specified classes have been retired and are converted
thereafter to interest-paying securities. They may also include planned
amortization classes ("PACs") which generally require, within certain limits,
that specified amounts of principal be applied to each payment date, and
generally exhibit less yield and market volatility than other classes. The
classes may include "IOs" which pay distributions consisting solely or primarily
for all or a portion of the interest in an underlying pool of mortgages or
mortgage-backed securities. "POs" which pay distributions consisting solely or
primarily of all or a portion of principal payments made from the underlying
pool of mortgages or mortgage-backed securities, and "inverse floaters" which
have a coupon rate that moves in the reverse direction to an applicable index.

Investments in CMO certificates can expose the Fund to greater volatility and
interest rate risk than other types of mortgage-backed obligations. Among
tranches of CMOs, inverse floaters are typically more volatile than fixed or
adjustable rate tranches of CMOs. Investments in inverse floaters could protect
the Fund against a reduction in income due to a decline in interest rates. The
Fund would be adversely affected by the purchase of an inverse floater in the
event of an increase in interest rates because the coupon rate thereon will
decrease as interest rates increase, and like other mortgage-backed securities,
the value of an inverse floater will decrease as interest rates increase. The
cash flows and yields on IO and PO classes are extremely sensitive to the rate
of principal payments (including prepayments) on the related underlying pool of
mortgage loans or mortgage-backed securities. For example, a rapid or slow rate
of principal payments may have a material adverse effect on the yield to
maturity of IOs or POs, respectively. If the underlying assets experience
greater than anticipated prepayments of principal, the holder of an IO may incur
substantial losses irrespective of its rating. Conversely, if the underlying
assets experience slower than anticipated prepayments of principal, the yield
and market value for the holders of a PO will be affected more severely than
would be the case with a traditional mortgage-backed security. Prepayments on
mortgage-backed securities generally increase with falling interest rates and
decrease with rising interest rates. Prepayments are also influenced by a
variety of other economic and social factors.

The yield characteristics of asset-backed securities differ from traditional
debt securities. A major difference is that the principal amount of the
obligations may be prepaid at any time because the underlying assets (i.e.,
loans) generally may be prepaid at any time. As a result, if an asset-backed
security is purchased at a premium, a prepayment rate that is faster than
expected may reduce yield to maturity, while a prepayment rate that is slower
than expected may have the opposite effect of increasing yield to maturity.
Conversely, if an asset-backed security is purchased at a discount, faster than
expected prepayments may increase, while slower than expected prepayments may
decrease, yield to maturity.

In general, the collateral supporting non-mortgage asset-backed securities
are of shorter maturity than mortgage loans. Like other fixed income securities,
when interest rates rise the value for an asset-backed security generally will
decline; however, when interest rates decline, the value of an asset-backed
security with prepayment features may not increase as much as that of other
fixed income securities.

Asset-backed securities may involve certain risks that are not presented by
mortgage-backed securities. These risks arise primarily from the nature of the
underlying assets (i.e., credit card and automobile loan receivables as opposed
to real estate mortgages). Non-mortgage asset-backed securities do not have the
benefit of the same security interest in the collateral as mortgage-backed
securities. Credit card receivables are generally unsecured and the debtors are
entitled to the protection of a number of state and federal consumer credit
laws, many of which have given debtors the right to reduce the balance due on
the credit cards. Most issuers of automobile receivables permit the servicers to
retain possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is the risk that the purchaser would
acquire an interest superior to that of the holders of related automobile
receivables. In addition, because of the large number of vehicles involved in a
typical issuance and technical requirements under state laws, the trustee for
the holders of the automobile receivables may not have an effective security
interest in all of the obligations backing such receivables. Therefore, there is
a possibility that payments on the receivables together with recoveries on
repossessed collateral may not, in some cases, be able to support payments on
these securities.

Asset-backed securities may be subject to greater risk of default during
periods of economic downturn than other instruments. Also, while the secondary
market for asset-backed securities is ordinarily quite liquid, in times of
financial stress the secondary market may not be as liquid as the market for
other types of securities, which could cause a Fund to experience difficulty in
valuing or liquidating such securities.

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND AND PHOENIX MID-CAP VALUE FUND
MONEY MARKET INSTRUMENTS
Each of the Funds may invest in cash and money market securities. The Funds
may do so when taking a temporary defensive position or to have assets available
to pay expenses, satisfy redemption requests or take advantage of investment
opportunities. The money market securities in which they invest include U.S.
Treasury Bills, commercial paper, commercial paper master notes and repurchase
agreements.

The Funds may invest in commercial paper or commercial paper master notes
rated, at the time of purchase, within the highest rating category by a
nationally recognized statistical rating organization (NRSRO). Commercial paper
master notes are demand instruments without a fixed maturity bearing interest at
rates that are fixed to known lending rates and automatically adjusted when such
lending rates change.

The Funds may enter into repurchase agreements with banks that are Federal
Reserve Member banks and non-bank dealers of U.S. government securities which,
at the time of purchase, are on the Federal Reserve Bank of New York's list of
primary dealers with a capital base greater than $100 million. When entering
into repurchase agreements, a Fund will hold as collateral an amount of cash or
government securities at least equal to the market value of the securities that
are part of the repurchase agreement. A repurchase agreement involves the risk
that a seller may declare bankruptcy or default. In such event a Fund may
experience delays, increased costs and a possible loss.

INVESTMENT GRADE INVESTMENTS
Each of the Funds may invest in U.S. government securities and publicly
distributed corporate bonds and debentures to generate possible capital gains at
those times when its adviser or subadviser, as the case may be, believes such
securities offer opportunities for long-term growth of capital, such as during
periods of declining interest rates when the market value of such securities
generally rises. The Funds will limit their investments in non-convertible bonds
and debentures to those which have been assigned one of the three highest
ratings of either Standard & Poor's Corporation (AAA, AA and A) or Moody's
Investors Service, Inc. (Aaa, Aa and A). In the event a bond or debenture is
downgraded after investment, the Fund may retain such security unless it is
rated less than investment grade (i.e., less than BBB by Standard & Poor's or
Baa by Moody's). If a non-convertible bond or debenture is downgraded below
investment grade, a Fund will promptly dispose of such bond or debenture, unless
its adviser or subadviser, as the case may be, believes it disadvantageous to
the Fund to do so.

CONVERTIBLE LOW-RATED SECURITIES
Each of the Funds may also invest in convertible securities (debt securities
or preferred stocks of corporations which are convertible into or exchangeable
for common stocks). A Fund's adviser or subadviser, as the case may be, will
select only those convertible securities for which it believes (a) the
underlying common stock is a suitable investment for the Fund and (b) a greater
potential for total return exists by purchasing the convertible security because
of its higher yield and/or favorable market valuation. Each of the Funds may
invest in convertible debt securities rated less than investment grade. Debt
securities rated less than investment grade are commonly referred to as "junk
bonds."

Corporate obligations rated less than investment grade (hereinafter referred
to as "low-rated securities") are commonly referred to as "junk bonds", and
while generally offering higher yields than investment grade securities with
similar maturities, involve greater risks, including the possibility of default
or bankruptcy. They are regarded as predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal. The special risk
considerations in connection with investments in low-rated securities are
discussed below.

EFFECT OF INTEREST RATES AND ECONOMIC CHANGES. Interest-bearing securities
typically experience appreciation when interest rates decline and depreciation
when interest rates rise. The market values of low-rated securities tend to
reflect individual corporate developments to a greater extent than do higher
rated securities, which react primarily to fluctuations in the general level of
interest rates. Low-rated securities also tend to be more sensitive to economic
conditions than higher-rated securities. As a result, they generally involve
more credit risks than securities in the higher-rated categories. During an
economic downturn or a sustained period of rising interest rates, highly
leveraged issuers of low-rated securities may experience financial stress and
may not have sufficient revenues to meet their payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific corporate developments, or the issuer's inability to meet specific
projected business forecasts or the unavailability of additional financing. The
risk of loss due to default by an issuer of low-rated securities is
significantly greater than issuers of higher-rated securities because such
securities are generally unsecured and are often subordinated to other
creditors. Further, if the issuer of a low-rated security defaulted, the
applicable Fund might incur additional expenses in seeking recovery. Periods of
economic uncertainty and changes would also generally result in increased
volatility in the market prices of low-rated securities and thus in the
applicable Fund's net asset value.

As previously stated, the value of a low-rated security generally will
decrease in a rising interest rate market, and accordingly, so normally will the
applicable Fund's net asset value. If the Fund experiences unexpected net
redemptions in such a market, it may be forced to liquidate a portion of its
portfolio securities without regard to their investment merits. Due to the
limited liquidity of low-rated securities (discussed below), the Fund may be
forced to liquidate these securities at a substantial discount. Any such
liquidation would reduce the Fund's asset base over which expenses could be
allocated and could result in a reduced rate of return for the Fund.

PAYMENT EXPECTATIONS. Low-rated securities typically contain redemption, call
or prepayment provisions which permit the issuer of such securities containing
such provisions to, at their discretion, redeem the securities. During periods
of falling interest rates, issuers of low-rated securities are likely to redeem
or prepay the securities and refinance them with debt securities with a lower
interest rate. To the extent an issuer is able to refinance the securities or
otherwise redeem them, the applicable Fund may have to replace the securities
with a lower yielding security which would result in lower returns for the Fund.

CREDIT RATINGS. Credit ratings issued by credit rating agencies evaluate the
safety of principal and interest payments of rated securities. They do not,
however, evaluate the market value risk of low-rated securities and therefore
may not fully reflect the true risks of an investment. In addition, credit
rating agencies may or may not make timely changes in a rating to reflect
changes in the economy or in the condition of the issuer that affect the market
value of the security. Consequently, credit ratings are used only as a
preliminary indicator of investment quality.

LIQUIDITY AND VALUATION. A Fund may have difficulty disposing of certain
low-rated securities because there may be a thin trading market for such
securities. Because not all dealers maintain markets in all low-rated
securities, there is no established retail secondary market for many of these
securities. The Funds anticipate that such securities could be sold only to a
limited number of dealers or institutional investors. To the extent a secondary
trading market does exist, it is generally not as liquid as the secondary market
for higher rated securities. The lack of a liquid secondary market may have an
adverse impact on the market price of the security, and accordingly, the net
asset value of a particular Fund and its ability to dispose of particular
securities when necessary to meet its liquidity needs, or in response to a
specific economic event, or an event such as a deterioration in the
creditworthiness of the issuer. The lack of a liquid secondary market for
certain securities may also make it more difficult for a Fund to obtain accurate
market quotations for purposes of valuing their respective portfolios. Market
quotations are generally available on many low-rated issues only from a limited
number of dealers and may not necessarily represent firm bids of such dealers or
prices for actual sales. During periods of thin trading, the spread between bid
and asked prices is likely to increase significantly. In addition, adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of high-yield securities,
especially in a thinly-traded market.

GOVERNMENT OBLIGATIONS
Each of the Funds may invest in a variety of U.S. Treasury obligations,
including bills, notes and bonds. These obligations differ only in terms of
their interest rates, maturities and time of issuance. The Funds may also invest
in other securities issued or guaranteed by the U.S. government, its agencies
and instrumentalities.

Obligations of certain agencies and instrumentalities, such as the Government
National Mortgage Association ("GNMA"), are supported by the full faith and
credit of the U.S. Treasury. Others, such as those of the Export-Import Bank of
the United States, are supported by the right of the issuer to borrow from the
Treasury; and others, such as those of the Federal National Mortgage Association
("FNMA"), are supported by the discretionary authority of the U.S. government to
purchase the agency's obligations; still others, such as those of the Student
Loan Marketing Association are supported only by the credit of the agency or
instrumentality that issues them. There is no guarantee that the U.S. Government
will provide financial support to its agencies or instrumentalities, now or in
the future, if it is not obligated to do so by law.

INVESTMENT COMPANIES
The Funds are authorized to invest in the securities of other investment
companies subject to the limitations contained in the 1940 Act, particularly, in
the case of Phoenix-Aberdeen Worldwide Opportunities Funds in certain countries,
investments by the Fund may only be made through investments in other investment
companies that, in turn, are authorized to invest in the securities that are
issued in such countries. Investors should recognize that the Funds' purchase of
the securities of such other investment companies results in the layering of
expenses such that investors indirectly bear a proportionate part of the
expenses for such investment companies including operating costs and investment
advisory and administrative fees.

WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS
Each of the Funds may purchase securities on a when-issued or
delayed-delivery basis. When such a transaction is negotiated, the purchase
price is fixed at the time the purchase commitment is made, but delivery of and
payment for the securities takes place at a later date. A Fund will not accrue
income with respect to securities purchased on a when-issued or

delayed-delivery basis prior to their stated delivery date. Pending delivery
of the securities, each Fund will maintain cash or liquid securities in an
amount sufficient to meet its purchase commitments. The purpose and effect of
such maintenance is to prevent the Fund from gaining investment leverage from
such transactions. The purchase of securities on a when-issued or
delayed-delivery basis exposes a Fund to risk because the securities may
decrease in value prior to delivery. The Funds will engage in when-issued and
delayed-delivery transactions only for the purpose of acquiring portfolio
securities consistent with their investment objectives and not for the purpose
of investment leverage. A seller's failure to deliver securities to a Fund could
prevent the Fund from realizing a price or yield considered to be advantageous.

PREFERRED STOCKS
Each of the Funds may invest in preferred stocks. Preferred stocks have a
preference over common stocks in liquidation (and generally dividends as well)
but are subordinated to the liabilities of the issuer in all respects. As a
general rule, the market value of preferred stocks with a fixed dividend rate
and no conversion element varies inversely with interest rates and perceived
credit risks while the market price of convertible preferred stock generally
also reflects some element of conversion value. Because preferred stock is
junior to debt securities and other obligations of the issuer, deterioration in
the credit quality of the issuer will cause greater changes in the value of a
preferred stock than in a more senior debt security with similarly stated yield
characteristics. Unlike interest payments on debt securities, preferred stock
dividends are payable only if declared by the issuer's board of directors.
Preferred stock also may be subject to optional or mandatory redemption
provisions.

HEDGING INSTRUMENTS
Each Fund may purchase put and call options on equity securities and on stock
indices and write covered call options on equity securities owned by the Fund.
Generally the foregoing investments will be effected during periods of
anticipated market weakness and, in any event, will not result in leveraging of
the applicable Fund's portfolio.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a Fund obtains
the right (but not the obligation) to sell the option's underlying instrument at
a fixed strike price. In return for this right, the Fund pays the current market
price for the option (known as the option premium). The Funds may purchase
options on equity securities and on stock indices. A Fund may terminate its
position in a put option it has purchased by allowing it to expire or by
exercising the option. If the option is allowed to expire, the Fund will lose
the entire premium it paid. If a Fund exercises the option, it completes the
sale of the underlying instrument at the strike price. Such Fund may also
terminate a put option position by closing it out in the secondary market at its
current price, if a liquid secondary market exists. The buyer of a put option
can expect to realize a gain if security prices fall substantially. However, if
the underlying instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium paid, plus related transaction costs).

The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's strike
price. A call buyer attempts to participate in potential price increases of the
underlying instrument with risk limited to the cost of the option if security
prices fall. At the same time, the buyer can expect to suffer a loss if security
prices do not rise sufficiently to offset the cost of the option. Only exchange
listed options will be acquired.

STOCK INDEX OPTIONS. Stock index options are put options and call options on
various stock indexes. In most respects, they are identical to listed options on
common stocks. The primary difference between stock options and index options
occurs when index options are exercised. In the case of stock options, the
underlying security, common stock, is delivered. However, upon the exercise of
an index option, settlement does not occur by delivery of the securities
comprising the index. The option holder who exercises the index option receives
an amount of cash if the closing level of the stock index upon which the option
is based is greater than, in the case of a call, or less than, in the case of a
put, the exercise price of the option. This amount of cash is equal to the
difference between the closing price of the stock index and the exercise price
of the option expressed in dollars times a specified multiple. A stock index
fluctuates with changes in the market value of the stocks included in the index.
For example, some stock index options are based on a broad market index, such as
the Standard & Poor's 500 or the Value Line Composite Index, or a narrower
market index, such as the Standard & Poor's 100. Indexes also may be based on an
industry or market segment, such as the AMEX Oil and Gas Index or the Computer
and Business Equipment Index. Options on stock indexes are currently traded on
the following exchanges: the Chicago Board Options Exchange, the New York Stock
Exchange, the American Stock Exchange, the Pacific Stock Exchange, and the
Philadelphia Stock Exchange.

WRITING CALL OPTIONS. When a Fund writes a call option, it receives a premium
and agrees to sell the related investments to a purchaser of the call during the
call period (usually not more than nine months) at a fixed exercise price (which
may differ from the market price of the related investments) regardless of
market price changes during the call period. If the call is exercised, the Fund
forgoes any gain from an increase in the market price over the exercise price.

To terminate its obligations on a call which it has written, a Fund may
purchase a call in a "closing purchase transaction." (As discussed above, the
Funds may also purchase calls other than as part of such closing transactions.)
A profit or loss will be realized depending on the amount of option transaction
costs and whether the premium previously received is more or less than the price
of the call purchased. A profit may also be realized if the call lapses
unexercised, because the Fund retains the premium received. Any such profits are
considered short-term gains for federal income tax purposes and, when
distributed, are taxable as ordinary income.

Writing calls generally is a profitable strategy if prices remain the same or
fall. Through receipt of the option premium, a call writer mitigates the effects
of a price decline. At the same time, because a call writer must be prepared to
deliver the underlying instrument in return for the strike price, even if its
current value is greater, a call writer gives up some ability to participate in
security price increases.

COMBINED OPTION POSITIONS. The Funds may purchase and write options (subject
to the limitations discussed above) in combination with each other to adjust the
risk and return characteristics of the overall position. For example, a Fund may
purchase a put option and write a call option on the same underlying instrument,
in order to construct a combined position whose risk and return characteristics
are similar to selling a futures contract. Another possible combined position
would involve writing a call option at one strike price and buying a call option
at a lower price, in order to reduce the risk of the written call option in the
event of a substantial price increase. Because combined options involve multiple
trades, they result in higher transaction costs and may be more difficult to
open and close out.

CORRELATION OF PRICE CHANGES. Because there are a limited number of types of
exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the applicable Fund's current or
anticipated investments. The Funds may invest in options based on securities
which differ from the securities in which it typically invests. This involves a
risk that the options will not track the performance of the Fund's investments.

Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the applicable
Fund's investments well. Options and future prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the
contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options and
futures markets and the securities markets, from structural differences in how
options and futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. The Funds may purchase or sell options with
a greater or less value than the securities it wishes to hedge or intends to
purchase in order to attempt to compensate for differences in historical
volatility between the contract and the securities, although this may not be
successful in all cases. If price changes in the applicable Fund's options are
poorly correlated with its other investments, the positions may fail to produce
anticipated gains or result in losses that are not offset by gains in other
investments. Successful use of these techniques requires skills different from
those needed to select portfolio securities.

LIQUIDITY OF OPTIONS. There is no assurance a liquid secondary market will
exist for any particular option at any particular time. Options may have
relatively low trading volume and liquidity if their strike prices are not close
to the underlying instruments' current price. In addition, exchanges may
establish daily price fluctuation limits for options, and may halt trading if an
option's price moves upward or downward more than the limit in a given day. On
volatile trading days when the price fluctuation limit is reached or a trading
halt is imposed, it may be impossible for a Fund to enter into new positions or
close out existing positions. If the secondary market for an option is not
liquid because of price fluctuation limits or otherwise, it could prevent prompt
liquidation of unfavorable positions, and potentially could require the
applicable Fund to continue to hold a position until delivery or expiration
regardless of changes in its value. As a result, such Fund's access to other
assets held to cover its options could also be impaired.

ASSET COVERAGE FOR OPTIONS. The Funds will comply with guidelines established
by the Securities and Exchange Commission with respect to coverage of options
strategies by mutual funds, and if the guidelines so require will set aside cash
or liquid securities in the amounts prescribed. Securities so set aside cannot
be sold while the option strategy is outstanding, unless they are replaced with
other suitable assets. As a result, there is a possibility that setting aside of
a portion of the applicable Fund's assets could impede portfolio management or
such Fund's ability to meet redemption requests or other current obligations.

SPECIAL RISKS OF HEDGING AND INCOME ENHANCEMENT STRATEGIES. Participation in
the options markets involves investment risks and transactions costs to which
the Funds would not be subject absent the use of these strategies. If the
applicable Fund's portfolio manager(s)' prediction of movements in the direction
of the securities and interest rate markets are inaccurate, the adverse
consequences to such Fund may leave such Fund in a worse position than if such
strategies were not used.

FOREIGN SECURITIES
The Phoenix-Aberdeen Worldwide Opportunities Fund invests a significant
amount of its assets in foreign securities. The Phoenix-Mid-Cap Value Fund may
invest in foreign securities. Such investments may involve risks which are in
addition to the usual risks inherent in domestic investments. The value of a
Fund's foreign investments may be significantly affected by changes in currency
exchange rates, and a Fund may incur costs in converting securities denominated
in foreign currencies to U.S. dollars. In many countries, there is less publicly
available information about issuers than is available in the reports and ratings
published about companies in the United States. Additionally, foreign companies
may not be subject to uniform accounting, auditing and financial reporting
standards. Dividends and interest on foreign securities may be subject to
foreign withholding taxes, which would reduce a Fund's income without providing
a tax credit for a Fund's shareholders. There is the possibility of
expropriation, confiscatory taxation, currency blockage or political or social
instability which could affect investments in those nations. Foreign securities
include sponsored and unsponsored American Depository Receipts ("ADRs"). ADRs
typically are issued by a U.S. bank or trust company and evidence ownership of
underlying securities issued by a foreign corporation. Unsponsored ADRs differ
from sponsored ADRs in that the establishment of unsponsored ADRs are not
approved by the issuer of the underlying securities. As a result, available
information concerning the issuer may not be as current or reliable as the
information for sponsored ADRs, and the price of unsponsored ADRs may be more
volatile.

WARRANTS AND RIGHTS
Each Fund may invest in warrants or rights, valued at the lower of cost or
market, which entitle the holder to buy securities during a specific period of
time. A Fund will make such investments only if the underlying securities are
deemed appropriate by the Fund's portfolio manager for inclusion in that Fund's
portfolio. Included are warrants and rights whose underlying securities are not
traded on principal domestic or foreign exchanges. Warrants and rights acquired
by a Fund in units or attached to securities are not subject to these
restrictions.

ILLIQUID SECURITIES
Each Fund may invest in securities for which there is no readily available
market ("illiquid securities"), including certain securities whose disposition
would be subject to legal restrictions ("restricted securities"). However,
certain restricted securities that may be resold pursuant to Rule 144A under the
Securities Act may be considered liquid. The Board of Trustees of the Trust has
delegated to the adviser the day-to-day determination of the liquidity of a
security although it has retained oversight and ultimate responsibility for such
determinations. Although no definite quality criteria are used, the Board of
Trustees has directed the adviser to consider such factors as (i) the nature of
the market for a security (including the institutional private resale markets);
(ii) the terms of these securities or other instruments allowing for the
disposition to a third party or the issuer thereof (e.g. certain repurchase
obligations and demand instruments); (iii) and availability of market
quotations; and (iv) other permissible factors.

Restricted securities may be sold in privately negotiated or other exempt
transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act. When registration is required,
a Fund may be obligated to pay all or part of the registration expenses and a
considerable time may elapse between the decision to sell and the sale date. If,
during such period, adverse market conditions were to develop, the Fund might
obtain a less favorable price than the price which prevailed when it decided to
sell. Restricted securities will be priced at fair value as determined in good
faith by the Board of Trustees.

PORTFOLIO TURNOVER
The Funds do not trade actively for short-term profits. However, if the
objectives of the Funds would be better served, short-term profits or losses may
be realized from time to time. The annual portfolio turnover rate indicates
changes in a Fund's portfolio and is calculated by dividing the lesser of
purchases or sales of portfolio securities (excluding securities having
maturities at acquisition of one year or less) for the fiscal year by the
monthly average of the value of the portfolio securities (excluding securities
having maturities at acquisition of one year or less) owned by the Fund during
the fiscal year. The annual portfolio turnover rate may vary widely from year to
year depending upon market conditions and prospects. Increased portfolio
turnover necessarily results in correspondingly heavier transaction costs (such
as brokerage commissions or mark-ups or mark-downs) which the Fund must pay and
increased realized gains (or losses) to investors. Distributions to shareholders
of realized gains, to the extent that they consist of net short-term capital
gains, will be considered ordinary income for federal income tax purposes.

PERFORMANCE INFORMATION

Performance information for the Funds (and any class of the Funds) may appear
in advertisements, sales literature or reports to shareholders or prospective
investors. Performance information in advertisements and sales literature may be
expressed as a yield of a class of shares and as a total return of a class of
shares.

The Phoenix-Aberdeen Worldwide Opportunities Fund presently offers Class A
shares, Class B shares and Class C shares, each of which have different sales
and distribution charges. The Phoenix Mid-Cap Value Fund presently offers Class
A shares and Class C shares, each of which have different sales and distribution
charges. As a result of a merger and reorganization, the Phoenix Mid-Cap Value
Fund is the successor of the FMI Sasco Contrarian Fund (the "Predecessor Fund"),
which commenced operations on December 30, 1997. The period prior to October 7,
2004, when the Phoenix Mid-Cap Value Fund began operating, represents the
performance of the Predecessor Fund. The Predecessor Fund offered only one class
of shares. The Phoenix Mid-Cap Value Fund treats the past performance of the
Predecessor Fund as its own for purposes of its Class A Shares.

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

Performance information for the Phoenix-Aberdeen Worldwide Opportunities Fund
may be compared, in reports and promotional literature, to the EAFE (Europe,
Australia, and Far East) Index, the MSCI World (Net) Index, or the Europac
Index. Performance information for the Phoenix Mid-Cap Value Fund may be
compared to the Russell Mid-Cap Index. Performance information for both Funds
may be compared to: (i) other unmanaged indices so that investors may compare
the Funds' results with those of a group of unmanaged securities widely regarded
by investors as representative of the securities markets in general; (ii) other
groups of mutual funds tracked by Lipper Analytical Services, Inc., a widely
used independent research firm which ranks mutual funds by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons who rate or rank mutual funds on overall performance or
other criteria; and (iii) the Consumer Price Index (measure for inflation) to
assess the real rate of return from an investment in the Funds. Unmanaged
indices may assume the reinvestment of dividends but generally do not reflect
deductions for administrative and management costs and expenses.

The Funds may, from time to time, include in advertisements containing total
return the ranking of those performance figures relative to such figures for
groups of mutual funds having similar investment objectives as categorized by
ranking services such as Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc.
Additionally, the Funds may compare their performance results to other
investment or savings vehicles (such as certificates of deposit) and may refer
to results published in various publications such as Changing Times, Forbes,
Fortune, Money, Barrons, Business Week, Investor's Daily, Stanger's Mutual Fund
Monitor, The Stanger Register, Stanger's Investment Adviser, The Wall Street
Journal, The New York Times, Consumer Reports, Registered Representative,
Financial Planning, Financial Services Weekly, Financial World, U.S. News and
World Report, Standard & Poor's The Outlook, and Personal Investor. The Funds
may from time-to-time illustrate the benefits of tax deferral by comparing
taxable investments to investments made through tax-deferred retirement plans.
The total return may also be used to compare the performance of the Funds
against certain widely acknowledged outside standards or indices for stock and
bond market performance, such as the Standard & Poor's 500 Stock Index (the "S&P
500"), Dow Jones Industrial Average, Consumer Price Index, Lehman Brothers
Corporate Index and Lehman Brothers T-Bond Index.

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

AVERAGE ANNUAL TOTAL RETURNS

COMMENCEMENT OF
YEAR ENDED 5 YEARS ENDED 10 YEARS ENDED OPERATIONS TO
WORLDWIDE OPPORTUNITIES FUND 06/30/04 06/30/04 06/30/04 06/30/04*
- ---------------------------- -------- -------- -------- ---------

Class A
Return Before Taxes 15.60% -2.26% 6.47% N/A
Return After Taxes on Distribution 15.39% -3.93% 3.33% N/A
Return After Taxes on Distributions
and Sale of Fund Shares 10.39% 2.70% 3.79% N/A
Class B Return Before Taxes 17.78% -1.86% N/A --
Class C Return Before Taxes 21.66% -1.86% N/A --

COMMENCEMENT OF
YEAR ENDED 5 YEARS ENDED OPERATIONS TO
MID-CAP VALUE FUND 06/30/04 06/30/04 06/30/04
- ------------------ -------- -------- --------
Return Before Taxes 31.97% 11.63% 8.59%
Return After Taxes on Distribution 31.96% 11.44% 8.19%
Return After Taxes on Distributions
and Sale of Fund Shares 20.80% 10.04% 7.21%

* Class B Shares since July 15, 1994 and Class C Shares since December 15, 1998.

Performance information reflects only the performance of a hypothetical
investment in each class during the particular time period on which the
calculations are based. Performance information should be considered in light of
the Fund's investment objectives and policies, characteristics and quality of
the portfolio, and the market condition during the given time period, and should
not be considered as a representation of what may be achieved in the future.

The Funds may also compute aggregate total return for specified periods based
on a hypothetical account with an assumed initial investment of $10,000. The
aggregate total return is determined by dividing the net asset value of this
account at the end of the specified period by the value of the initial
investment and is expressed as a percentage. Calculation of aggregate total
return reflects payment of the Class A Share's maximum sales charge of 5.75% and
assumes reinvestment of all income dividends and capital gain distributions
during the period.

The Funds also may quote annual, average annual and annualized total return
and aggregate total return performance data, for each class of shares of the
Funds, both as a percentage and as a dollar amount based on a hypothetical
$10,000 investment for various periods other than those noted above. Such data
will be computed as described above, except that (1) the rates of return
calculated will not be average annual rates, but rather, actual annual,
annualized or aggregate rates of return and (2) the maximum applicable sales
charge will not be included with respect to annual, annualized or aggregate rate
of return calculations.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

The adviser and subadvisers believe that the Fund benefits with a securities
industry comprised of many diverse firms and that the long-term interests of
shareholders of the Fund are best served by their brokerage policies which
include paying a fair commission rather than seeking to exploit their leverage
to force the lowest possible commission rate. The primary factors considered in
determining the firms to which brokerage orders are given are the adviser's
appraisal of: the firm's ability to execute the order in the desired manner, the
value of research services provided by the firm, and the firm's attitudes toward
and interest in mutual funds in general including those managed and sponsored by
the adviser. The adviser does not offer or promise to any broker an amount or
percentage of brokerage commissions as an inducement or reward for the sale of
shares of the Funds. Over-

the-counter purchases and sales are transacted directly with principal
market-makers except in those circumstances where, in the opinion of the
adviser, better prices and executions are available elsewhere. In the
over-the-counter market, securities are usually traded on a "net" basis with
dealers acting as principal for their own accounts without a stated commission,
although the price of the security usually contains a profit to the dealer. The
Funds also expect that securities will be purchased at times in underwritten
offerings where the price includes a fixed amount of compensation, usually
referred to as the underwriter's concession or discount. The foregoing
discussion does not relate to transactions effected on foreign securities
exchanges which do not permit the negotiation of brokerage commissions and where
the adviser would, under the circumstances, seek to obtain best price and
execution on orders for the Funds.

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

The Funds have adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to lower
commission costs on a per-share and per-dollar basis. According to the bunching
procedures, the adviser shall aggregate transactions unless it believes in its
sole discretion that such aggregation is inconsistent with its duty to seek best
execution (which shall include the duty to seek best price) for the Funds. No
advisory account of the adviser is to be favored over any other account and each
account that participates in an aggregated order is expected to participate at
the average share price for all transactions of the adviser in that security on
a given business day, with all transaction costs shared pro rata based on the
Funds' participation in the transaction. If the aggregated order is filled in
its entirety, it shall be allocated among the adviser's accounts in accordance
with the allocation order, and if the order is partially filled, it shall be
allocated pro rata based on the allocation order. Notwithstanding the foregoing,
the order may be allocated on a basis different from that specified in the
allocation order if all accounts of the adviser whose orders are allocated
receive fair and equitable treatment and the reason for such different
allocation is explained in writing and is approved in writing by the adviser's
compliance officer as soon as practicable after the opening of the markets on
the trading day following the day on which the order is executed. If an
aggregated order is partially filled and allocated on a basis different from
that specified in the allocation order, no account that is benefited by such
different allocation may intentionally and knowingly effect any purchase or sale
for a reasonable period following the execution of the aggregated order that
would result in it receiving or selling more shares than the amount of shares it
would have received or sold had the aggregated order been completely filled. The
Trustees will annually review these procedures or as frequently as shall appear
appropriate.

The adviser may use its broker/dealer affiliates, or other firms that sell
shares of the Funds, to buy and sell securities for the Funds, provided they
have the execution capability and that their commission rates are comparable to
those of other unaffiliated broker/dealers. Directors of PXP Securities Corp. or
its affiliates receive indirect benefits from the Funds as a result of its usual
and customary brokerage commissions that PXP Securities Corp. may receive for
acting as broker to the Funds in the purchase and sale of portfolio securities.
The investment advisory agreement does not provide for a reduction of the
advisory fee by any portion of the brokerage fees generated by portfolio
transactions of the Funds that PXP Securities Corp. may receive.

With respect to the Phoenix-Aberdeen Worldwide Opportunities Fund, for the
fiscal years ended June 30, 2002, 2003 and 2004, brokerage commission paid by
the Trust on portfolio transactions totaled $470,865, $664,313 and $509,724,
respectively. In the fiscal years ended June 30, 2002, 2003 and 2004, the Fund
paid brokerage commissions of $25,784, $28,877 and $10,433, respectively, to PXP
Securities Corp., an affiliate of its Distributor. For the fiscal year ended
June 30, 2004, the amount paid to PXP Securities Corp. was 2.0% of the total
brokerage commission paid by the Fund and was paid on transactions amounting to
2.5% of the aggregate dollar amount of transactions involving the payment of
commissions. Brokerage commissions of $343,477 paid during the fiscal year ended
June 30, 2004, were paid on portfolio transactions aggregating $142,940,134
executed by brokers who provided research and other statistical information.

SERVICES OF THE ADVISER AND SUBADVISERS

The investment adviser to the Funds is Phoenix Investment Counsel, Inc.
("Phoenix"), which is located at 56 Prospect Street, Hartford, Connecticut
06115-0480. All of the outstanding stock of Phoenix is owned by Phoenix Equity
Planning Corporation ("Equity Planning" or the "Distributor"), a subsidiary of
Phoenix Investment Partners, Ltd. ("PXP"). The Phoenix Companies, Inc. ("PNX")
of Hartford, Connecticut is the sole shareholder of PXP. PNX is a leading
provider of wealth management products and services to individuals and
businesses. PNX's primary place of business is One American Row, Hartford, CT
06115. Equity Planning, a mutual fund distributor, acts as the national
distributor of the Fund's shares and as Financial Agent of the Fund. The
principal office of Equity Planning is located at 56 Prospect Street, Hartford,
CT 06115.

Phoenix acts as the investment adviser for 14 fund companies totaling 38
mutual funds and as adviser to institutional clients. Phoenix has acted as an
investment adviser for over 60 years. Phoenix was originally organized in 1932
as John P. Chase, Inc. As of June 30, 2004, Phoenix had approximately $21.4
billion assets under management.

PXP is the wholly-owned investment management subsidiary of PNX and has
served investors for over 70 years. As of June 30, 2004, PXP had approximately
$56.6 billion in assets under management through its investment partners:
Aberdeen Asset Management, Inc. (Aberdeen) in Aberdeen, London, Singapore and
Fort Lauderdale; Duff & Phelps Investment Management Co. (Duff & Phelps) in
Chicago; Kayne Anderson Rudnick Investment Management, LLC (Kayne) in Los
Angeles; Engemann Asset Management (Engemann) in Pasadena; Seneca Capital
Management LLC (Seneca) in San Francisco; Walnut Asset Management LLC (Walnut)
in Philadelphia; Phoenix/Zweig Advisers LLC (Zweig) in New York; and Phoenix
Investment Counsel, Inc. (Goodwin and Oakhurst divisions) in Hartford, CT and
Scotts Valley, CA, respectively.

Phoenix provides certain services and facilities required to carry on the
day-to-day operations of the Funds (for which it receives a management fee),
other than the costs of printing and mailing proxy materials, reports and
notices to shareholders; outside legal and auditing accounting services,
regulatory filing fees and expenses of printing the Trust's registration
statements (but the Distributor purchases such copies of the Funds' prospectuses
and reports and communication to shareholders as it may require for sales
purposes), insurance expense, association membership dues, brokerage fees, and
taxes.

The Investment Advisory Agreements will continue in effect from year-to-year
if specifically approved annually by a majority of the Trustees who are not
interested persons of the parties thereto, as defined in the 1940 Act, and by
either (a) the Trustees of the Fund or (b) the vote of a majority of the
outstanding voting securities of the applicable Fund (as defined in the 1940
Act). The Agreement may be terminated without penalty at any time by the
Trustees or by a vote of a majority of the outstanding voting securities of the
applicable Fund or by the Phoenix upon 60 days' written notice and will
automatically terminate in the event of its "assignment" as defined in Section
(2)(a)(4) of the 1940 Act.

Each Agreement provides that the adviser is not liable for any act or
omission in the course of, or in connection with, rendering services under the
Agreement in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties under the Agreements. Each Agreement
permits the adviser to render services to others and to engage in other
activities.

As compensation for its services with respect to the Phoenix-Aberdeen
Worldwide Opportunities Fund, the adviser receives a fee, which is accrued daily
against the value of the Phoenix-Aberdeen Worldwide Opportunities Fund's net
assets and is paid by the Fund monthly. The fee is computed at an annual rate of
0.75% of the Fund's average daily net assets of up to $1 billion, 0.70% of the
Fund's average daily net assets from $1 billion to $2 billion, and 0.65% of the
Fund's average daily net assets in excess of $2 billion. Total management fees
for the fiscal years ended June 30, 2002, 2003, and 2004 amounted to $1,120,893,
$825,004 and $867,356, respectively.

As compensation for its services with respect to Phoenix Mid-Cap Value Fund,
the adviser receives a fee, which is accrued daily against the value of the
Phoenix Mid-Cap Value Fund's net assets and is paid by the Fund monthly. The fee
is computed at an annual rate of 0.75% of the Fund's average daily net assets.
Phoenix has agreed to cap total operating expenses at 1.25% and 2.00% (on an
annualized basis) of the Phoenix Mid-Cap Value Fund's Class A Shares' and Class
B Shares' average daily net assets, respectively. Phoenix may not discontinue
this cap on total expenses for a minimum period of at least two years from the
date of this Statement of Additional Information.

The adviser makes its personnel available to serve as officers and
"interested" Trustees of the Trust. The Funds have not directly compensated any
of their officers or Trustees for services in such capacities except to pay fees
to the Trustees who are not otherwise affiliated with the Funds. The Funds
reimburse all Trustees for their out-of-pocket expenses. The Trustees of the
Trust are not prohibited from authorizing the payment of salaries to the
officers pursuant to the Agreements, including out-of-pocket expenses, at some
future time.

In addition to the management fee, expenses paid by the Funds include: fees
of Trustees who are not compensated by the adviser, interest charges, taxes,
fees and commissions of every kind, including brokerage fees, expenses of
issuance, repurchase or redemption of shares, expenses of registering or
qualifying shares for sale (including the printing and filing of the Trust's
registration statements, reports and prospectuses excluding those copies used
for sales purposes which the Distributor purchases at printer's over-run cost),
accounting services fees, insurance expenses, association membership dues, all
charges of custodians, transfer agents, registrars, auditors and legal counsel,
expenses of preparing, printing and distributing all proxy material, reports and
notices to shareholders, and, all costs incident to the Trust's existence as a
Delaware business trust.

The Funds, the adviser, the respective subadvisers and the Distributor have
each adopted a Code of Ethics pursuant to Rule 17-j1 under the 1940 Act.
Personnel subject to the Codes of Ethics may purchase and sell securities for
their personal accounts, including securities that may be purchased, sold or
held by the Funds, subject to certain restrictions and conditions. Generally,
personal securities transactions are subject to preclearance procedures,
reporting requirements and holding period rules. The Codes also restrict
personal securities transactions in private placements, initial public offerings
and securities in which the Funds have a pending order.

THE SUBADVISERS

Aberdeen Asset Management Inc. ("Aberdeen") serves as subadviser for the
Phoenix Aberdeen Worldwide Opportunities Fund. Aberdeen has been an investment
adviser since 1995 and is a wholly-owned subsidiary of Aberdeen Asset Management
PLC which was established in 1983 to provide investment management services to
unit and investment trusts, segregated pension funds and other institutional and
private portfolios. As of June 30, 2004, Aberdeen managed approximately $37
billion in assets for institutional portfolios. Aberdeen's principal offices are
located at 300 S.E. 2nd Street, Ste. 820, Fort Lauderdale, Florida 33301. The
address of Aberdeen Asset Management PLC is 10 Queens Terrace, Aberdeen,
Scotland AB101QG.

The Subadvisory Agreement provides that the adviser, Phoenix, will delegate
to Aberdeen the performance of certain of its investment management services
under the Investment Advisory Agreement with the Phoenix-Aberdeen Worldwide
Opportunities Fund. Aberdeen will furnish at its own expense the office
facilities and personnel necessary to perform such services. For its services as
subadviser, Phoenix will pay Aberdeen compensation at the annual rate of .375%
of the Phoenix-Aberdeen Worldwide Opportunities Fund's average daily net assets
up to $1 billion, .35% of the Fund's average daily net assets from $1 billion to
$2 billion and .325% of the Fund's average daily net assets in excess of $2
billion. The Subadvisory Agreement will continue in effect from year to year if
specifically approved at least annually by the Trustees, including a majority of
the independent Trustees.

Sasco Capital, Inc. ("Sasco") is the subadviser to the Phoenix Mid-Cap Value
Fund. Sasco's principal offices are located at 10 Sasco Hill Road, Fairfield, CT
06824. Sasco has been an investment adviser since 1985, and as of March 31, 2004
managed approximately $19 billion in assets. The Subadvisory Agreement provides
that the adviser, Phoenix, will delegate to Sasco the performance of certain of
its investment management services under the Investment Advisory Agreement with
the Phoenix Mid-Cap Value Fund. Sasco will furnish at its own expense the office
facilities and personnel necessary to perform such services. For its services as
subadviser, Phoenix will pay to Sasco a subadvisory fee as a portion of the
monthly gross investment management fee (without regard to capping of expenses
or other waivers or reimbursements) that Phoenix receives from the Phoenix
Mid-Cap Value Fund at the annual rate of 47.5% of the monthly gross investment
management fee under the Investment Advisory Agreement. The Subadvisory
Agreement will continue in effect from year to year if specifically approved by
the Trustees, including a majority of the independent Trustees.

BOARD OF TRUSTEES' CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS

The Board of Trustees is responsible for overseeing the performance of the
Funds' adviser and determining whether to approve and renew the Funds'
investment advisory arrangements. In approving the agreements, the Board
primarily considered the nature and quality of the services provided under the
agreement and the overall fairness of the agreement to the Funds. A report from
the adviser that addressed specific factors designed to inform the Board's
consideration on these and other issues was supplied to Board members in advance
of the annual contract review meeting and reviewed with them at that meeting.

With respect to the nature and quality of the services provided, the Board
regularly reviews information comparing the performance of the Funds with a peer
group of funds and a relevant market index, the allocation of the Funds'
brokerage commissions, including any allocations to affiliates, the adviser's
record of compliance with its investment policies and restrictions on personal
securities transactions. The Board noted that the Funds' performance was
reasonably aligned with that of its peer group for the periods reviewed.
Furthermore, the Board found no evidence of material or systemic compliance
violations for the Funds. The Board also reviews data relating to the quality of
brokerage execution received by the Funds, including the adviser's use of
brokers or dealers in Fund transactions that provided research and other
services to the adviser and the potential benefits derived by the Funds from
such services. Additionally, the Funds' portfolio managers meet with the Board
from time to

time to discuss the management and performance of their Fund(s) and respond to
the Board's questions concerning performance of the advisers.

With respect to the overall fairness of the advisory agreement, the Board
primarily considered information relating to the Funds' fee structures,
including a comparative analysis of the Funds' management fees, total expenses
and 12b-1 fees with its respective peer group. The Board noted that the Funds
are at or below the median in each category reviewed. The Board also considered
the existence of any economies of scale and whether those were passed along to
the Funds' shareholders through a graduated advisory fee schedule or other
means, including any fee waivers by the adviser and/or its affiliates.

The Board did not identify any particular information that was all-important
or controlling. Based on the Board's deliberation and its evaluation of the
information described above, the Board, including all of the independent
Trustees, unanimously approved the agreements. It concluded that the
compensation under the agreements is fair and reasonable in light of such
services and expenses and such other matters as the trustees have considered to
be relevant in the exercise of their reasonable judgment.

DESCRIPTION OF PROXY VOTING POLICY

The Trust has adopted a Statement of Policy with Respect to Proxy Voting (the
"Policy") stating the Trust's intention to exercise stock ownership rights with
respect to portfolio securities in a manner that is reasonably anticipated to
further the best economic interests of shareholders of the Funds. The Funds have
committed to analyze and vote all proxies that are likely to have financial
implications, and where appropriate, to participate in corporate governance,
shareholder proposals, management communications and legal proceedings. The
Funds must also identify potential or actual conflicts of interest in voting
proxies and must address any such conflict of interest in accordance with the
Policy.

The Policy stipulates that the Funds' adviser will vote proxies or delegate
such responsibility to a subadviser. The adviser or applicable subadviser will
vote proxies in accordance with this Policy, or its own policies and procedures,
which in no event will conflict with the Trust's Policy. Any adviser or
subadviser may engage a qualified, independent organization to vote proxies on
its behalf (a "delegate"). Matters that may affect substantially the rights and
privileges of the holders of securities to be voted will be analyzed and voted
on a case-by-case basis taking into consideration such relevant factors as
enumerated in the Policy. The views of management of a portfolio company will be
considered.

The Policy specifies certain factors that will be considered when analyzing
and voting proxies on certain issues, including, but not limited to:

o Corporate Governance Matters--tax and economic benefits of changes in the
state of incorporation; dilution or improved accountability associated
with anti-takeover provisions such as staggered boards, poison pills and
supermajority provisions.

o Changes to Capital Structure--dilution or improved accountability
associated with such changes.

o Stock Option and Other Management Compensation Issues--executive pay and
spending on perquisites, particularly in conjunction with sub-par
performance and employee layoffs.

o Social and Corporate Responsibility Issues--the adviser or subadviser will
generally vote against shareholder social and environmental issue
proposals.

The Funds and their delegates seek to avoid actual or perceived conflicts of
interest of Fund shareholders, on the one hand, and those of the adviser,
subadvisers, delegate, principal underwriter, or any affiliated person of the
Funds, on the other hand. Depending on the type and materiality, any conflicts
of interest will be handled by (i) relying on the recommendations of an
established, independent third party proxy voting vendor; (ii) voting pursuant
to the recommendation of the delegate; (iii) abstaining; or (iv) where two or
more delegates provide conflicting requests, voting shares in proportion to the
assets under management of each delegate. The Policy requires each adviser,
subadviser or delegate to notify the President of the applicable Fund of any
actual or potential conflict of interest. No adviser, subadviser or delegate may
waive any conflict of interest or vote any conflicted proxies without the prior
written approval of the Board of Trustees or the President of the applicable
Fund.

The Policy further imposes certain record keeping and reporting requirements
on each adviser, subadviser or delegate. Information regarding how the Funds
voted proxies relating to portfolio securities during the most recent 12-month
period ending June 30, beginning with the period ending June 30, 2004, will be
available free of charge by calling, toll-free, 800-243-1574, or on the
Securities and Exchange Commission's website at http://www.sec.gov.

NET ASSET VALUE

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

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

HOW TO BUY SHARES

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

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

ALTERNATIVE PURCHASE AGREEMENTS

Shares may be purchased from investment dealers at a price equal to their net
asset value per share, plus a sales charge which, at the election of the
purchaser, may be imposed either (i) at the time of the purchase (the "initial
sales charge alternative") or (ii) on a contingent deferred basis (the "deferred
sales charge alternative"). Orders received by dealers prior to the close of
trading on the New York Stock Exchange are confirmed at the offer price
effective at that time, provided the order is received by the Authorized Agent
prior to its close of business.

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

Dividends paid by the Funds, if any, with respect to each class of shares
will be calculated in the same manner at the same time on the same day, except
that fees such as higher distribution and services fees and any incremental
transfer agency costs relating to each class of shares will be borne exclusively
by that class. See "Dividends, Distributions and Taxes."

As previously noted, the Phoenix-Aberdeen Worldwide Opportunities Fund
currently offers Class A, B and C shares and the Phoenix Mid-Cap Value Fund
currently offers Class A and C shares.

CLASS A SHARES OF THE FUNDS

Class A shares incur a sales charge when they are purchased and enjoy the
benefit of not being subject to any sales charge when they are redeemed. Class A
shares are subject to an ongoing distribution and services fees at an annual
rate of 0.25% of the Fund's aggregate average daily net assets attributable to
the Class A shares. In addition, certain purchases of Class A shares qualify for
reduced initial sales charges. Existing shareholders of the Predecessor Fund who
become shareholders of the Phoenix Mid-Cap Value Fund through the reorganization
will receive Class A shares of the Phoenix Mid-Cap Value Fund in exchange for
their shares of the Predecessor Fund and will not be required to pay a sales
load for new purchases of Class A shares of the Phoenix Mid-Cap Value Fund.

CLASS B SHARES (PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND ONLY)

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

Class B shares are subject to an ongoing distribution and services fee at an
aggregate annual rate of up to 1.00% of the Fund's aggregate average daily net
assets attributable to the Class B shares. Class B shares enjoy the benefit of
permitting all of the investor's dollars to work from the time the investment is
made. The higher ongoing distribution and services fee paid by Class B shares
will cause such shares to have a higher expense ratio and to pay lower
dividends, to the extent any dividends are paid, than those related to Class A
shares. Class B shares will automatically convert to Class A shares of the Fund
eight years after the end of the calendar month in which the shareholder's order
to purchase was accepted, in the circumstances and subject to the qualifications
described in the Funds' prospectus. The purpose of the conversion feature is to
relieve the holders of the Class B shares that have been outstanding for a
period of time sufficient for the adviser and the Distributor to have been
compensated for distribution expenses related to the Class B shares from most of
the burden of such distribution related expenses.

Class B shares include all shares purchased pursuant to the deferred sales
charge alternative which would have been outstanding for less than the period
ending eight years after the end of the month in which the shares were issued.
At the end of this period, Class B shares will automatically convert to Class A
shares and will no longer be subject to the higher distribution and services
fee. Such conversion will be on the basis of the relative net asset value of the
two classes without the imposition of any sales load, fee or other charge.

For purposes of conversion to Class A shares, shares purchased through the
reinvestment of dividends and distributions paid in respect of Class B shares in
a shareholder's Fund account will be considered to be held in a separate
subaccount. Each time any Class B shares in the shareholder's Fund account
(other than those in the subaccount) convert to Class A shares an equal pro rata
portion of the Class B share dividends in the subaccount will also convert to
Class A shares.

CLASS C SHARES OF THE FUNDS

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

CLASS A SHARES--REDUCED INITIAL SALES CHARGES

Investors choosing Class A shares may be entitled to reduced sales charges.
The ways in which sales charges may be avoided or reduced are described
below.(1)

QUALIFIED PURCHASERS. If you fall within any one of the following categories,
you will not have to pay a sales charge on your purchase of Class A Shares: (1)
trustee, director or officer of the Phoenix Funds, the Phoenix-Engemann Funds,
Phoenix-Kayne Fund, Phoenix-Seneca Funds or any other mutual fund advised,
subadvised or distributed by the Adviser, Distributor or any of their corporate
affiliates; (2) any director or officer, or any full-time employee or sales
representative (for at least 90 days), of the Adviser or Distributor; (3)
registered representatives and employees of securities dealers with whom
Distributor has sales agreements; (4) any qualified retirement plan exclusively
for persons described above; (5) any officer, director or employee of a
corporate affiliate of the Adviser or Distributor; (6) any spouse, child,
parent, grandparent, brother or sister of any person named in (1), (2), (3) or
(5) above; (7) employee benefit plans for employees of the Adviser, Distributor
and/or their corporate affiliates;

(1) As previously noted, existing shareholders of the Predecessor Fund who
become shareholders of the Phoenix Mid-Cap Value Fund through the reorganization
will receive Class A shares of the Phoenix Mid-Cap Value Fund in exchange for
their shares of the Predecessor Fund and will not be required to pay a sales
load for new purchases of Class A shares of the Phoenix Mid-Cap Value Fund.

(8) any employee or agent who retires from PNX, the Distributor and/or their
corporate affiliates; (9) any account held in the name of a qualified employee
benefit plan, endowment fund or foundation if, on the date of the initial
investment, the plan, fund or foundation has assets of $10,000,000 or more or at
least 100 eligible employees; (10) any person with a direct rollover transfer of
shares from an established Phoenix Fund, Phoenix-Engemann Fund, Phoenix-Kayne
Fund or Phoenix-Seneca Fund qualified plan; (11) any Phoenix Life Insurance
Company (or affiliate) separate account which funds group annuity contracts
offered to qualified employee benefit plans; (12) any state, county, city,
department, authority or similar agency prohibited by law from paying a sales
charge; (13) any unallocated account held by a third party administrator,
registered investment adviser, trust company, or bank trust department which
exercises discretionary authority and holds the account in a fiduciary, agency,
custodial or similar capacity, if in the aggregate of such accounts held by such
entity equal or exceed $1,000,000; (14) any deferred compensation plan
established for the benefit of any Phoenix Fund, Phoenix-Engemann Fund,
Phoenix-Kayne Fund or Phoenix-Seneca Fund trustee or director; provided that
sales to persons listed in (1) through (14) above are made upon the written
assurance of the purchaser that the purchase is made for investment purposes and
that the shares so acquired will not be resold except to the Fund; (15)
purchasers of Class A Shares bought through investment advisers and financial
planners who charge an advisory, consulting or other fee for their services and
buy shares for their own accounts or the accounts of their clients; (16)
retirement plans and deferred compensation plans and trusts used to fund those
plans (including, for example, plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and "rabbi trusts" that buy shares
for their own accounts, in each case if those purchases are made through a
broker or agent or other financial intermediary that has made special
arrangements with the Distributor for such purchases; (17) 401(k) participants
in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at least $3
million in assets or 500 or more eligible employees; or (18) clients of
investment advisors or financial planners who buy shares for their own accounts
but only if their accounts are linked to a master account of their investment
advisor or financial planner on the books and records of the broker, agent or
financial intermediary with which the Distributor has made such special
arrangements. Each of the investors described in (15) through (18) may be
charged a fee by the broker, agent or financial intermediary for purchasing
shares.

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

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

LETTER OF INTENT. If you sign a Letter of Intent, your purchase of any class
of shares of this or any other Affiliated Phoenix Fund (other than
Phoenix-Goodwin Money Market Fund Class A shares), if made by the same person
within a thirteen-month period, will be added together to determine whether you
are entitled to an immediate reduction in sales charges. Sales charges are
reduced based on the overall amount you indicate that you will buy under the
Letter of Intent. The Letter of Intent is a mutually non-binding arrangement
between you and the Distributor. Since the Distributor doesn't know whether you
will ultimately fulfill the Letter of Intent, shares worth 5% of the amount of
each purchase will be set aside until you fulfill the Letter of Intent. When you
buy enough shares to fulfill the Letter of Intent, these shares will no longer
be restricted. If, on the other hand, you do not satisfy the Letter of Intent,
or otherwise wish to sell any restricted shares, you will be given the choice of
either buying enough shares to fulfill the Letter of Intent or paying the
difference between any sales charge you previously paid and the otherwise
applicable sales charge based on the intended aggregate purchases described in
the Letter of Intent. You will be given 20 days to make this decision. If you do
not exercise either election, the Distributor will automatically redeem the
number of your restricted shares needed to make up the deficiency in sales
charges received. The Distributor will redeem restricted Class A shares before
Class C shares or Class B shares of the Phoenix-Aberdeen Worldwide Opportunities
Fund, respectively. Oldest shares will be redeemed before selling newer shares.
Any remaining shares will then be deposited to your account.

RIGHT OF ACCUMULATION. The value of your account(s) in any class of shares of
this or any other Affiliated Phoenix Fund, may be added together to determine
whether the combined sum entitles you to a prospective reduction in sales
charges. You must provide certain account information to the Distributor to
exercise this right.

ASSOCIATIONS. Certain groups or associations may be treated as a "person" and
qualify for reduced Class A share sales charges. The group or association must:
(1) have been in existence for at least six months; (2) have a legitimate
purpose other than to purchase mutual fund shares at a reduced sales charge; (3)
work through an investment dealer; or (4) not be a group whose sole reason for
existing is to consist of members who are credit card holders of a particular
company, policyholders of an insurance company, customers of a bank or a
broker-dealer or clients of an investment adviser.

CLASS B SHARES (PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND ONLY) AND CLASS C
SHARES--WAIVER OF SALES CHARGES

The CDSC is waived on the redemption (sale) of Class B shares and Class C
shares if the redemption is made (a) within one year of death (i) of the sole
shareholder on an individual account, (ii) of a joint tenant where the surviving
joint tenant is the deceased's spouse, or (iii) of the beneficiary of a Uniform
Gifts to Minors Act ("UGMA"), Uniform Transfers to Minors Act ("UTMA") or other
custodial account; (b) within one year of disability, as defined in Code Section
72(m)(7); (c) as a mandatory distribution upon reaching age 70 1/2 under any
retirement plan qualified under Code Sections 401, 408 or 403(b) or resulting
from the tax-free return of an excess contribution to an IRA; (d) by 401(k)
plans using an approved participant tracking system for participant hardships,
death, disability or normal retirement, and loans which are subsequently repaid;
(e) from the Merrill Lynch Daily K Plan ("Plan") invested in Class B shares, on
which such shares the Distributor has not paid the dealer the Class B sales
commission; (f) based on the exercise of exchange privileges among Class B
shares and Class C shares of this or any other Affiliated Phoenix Fund; (g)
based on any direct rollover transfer of shares from an established Affiliated
Phoenix Fund qualified plan into an Affiliated Phoenix Fund IRA by participants
terminating from the qualified plan; and (h) based on the systematic withdrawal
program (Class B shares of the Phoenix-Aberdeen Worldwide Opportunities Fund
only). If, as described in condition (a) above, an account is transferred to an
account registered in the name of a deceased's estate, the CDSC will be waived
on any redemption from the estate account occurring within one year of the
death. If the Class B shares are not redeemed within one year of the death, they
will remain subject to the applicable CDSC when redeemed.

CONVERSION FEATURE--CLASS B SHARES (PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES
FUND ONLY)

Class B shares will automatically convert to Class A shares of the same Fund
eight years after they are bought. Conversion will be on the basis of the then
prevailing net asset value for Class A shares and Class B shares. There is no
sales load, fee or other charge for this feature. Class B shares acquired
through dividend or distribution reinvestments will be converted into Class A
shares at the same time that other Class B shares are converted based on the
proportion that the reinvested shares bear to purchased Class B shares. The
conversion feature is subject to the continuing availability of an opinion of
counsel or a ruling of the Internal Revenue Service that the assessment of the
higher distribution fees and associated costs with respect to Class B shares
does not result in any dividends or distributions constituting "preferential
dividends" under the Code, and that the conversion of shares does not constitute
a taxable event under federal income tax law. If the conversion feature is
suspended, Class B shares would continue to be subject to the higher
distribution fee for an indefinite period. Even if the Funds were unable to
obtain such assurances, it might continue to make distributions if doing so
would assist in complying with its general practice of distributing sufficient
income to reduce or eliminate federal taxes otherwise payable by the Funds.

INVESTOR ACCOUNT SERVICES

The Funds offer accumulation plans, withdrawal plans and reinvestment and
exchange privileges. Certain privileges may not be available in connection with
all classes. In most cases, changes to account services may be accomplished over
the phone. Inquiries regarding policies and procedures relating to shareholder
account services should be directed to Mutual Fund Services at (800) 243-1574.
Broker/dealers may impose their own restrictions and limits on accounts held
through the broker/dealer. Please contact your broker/dealer for account
restriction and limit information.

EXCHANGES

Under certain circumstances, shares of the Funds may be exchanged for shares
of the same class of any other Affiliated Phoenix Fund on the basis of the
relative net asset values per share at the time of the exchange. Class C shares
are also exchangeable for Class T shares of those funds offering them. Exchanges
are subject to the minimum initial investment requirement of the designated
Fund, except if made in connection with the Systematic Exchange privilege.
Shareholders may exchange shares held in book-entry form for an equivalent
number (value) of the same class of shares of any other Affiliated Phoenix Fund,
if currently offered. On exchanges with share classes that carry a contingent
deferred sales charge, the CDSC schedule of the original shares purchased
continues to apply. The exchange of shares is treated as a sale and purchase for
federal income tax purposes (see also "Dividends, Distributions and Taxes").
Exchange privileges may not be available for all Phoenix Funds, and may be
rejected or suspended.

SYSTEMATIC EXCHANGES. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same class of shares of another Affiliated Phoenix Fund automatically on a
monthly, quarterly, semi-annual or annual basis or may cancel this privilege at
any time. If you maintain an account balance of at least $5,000, or

$2,000 for tax-qualified retirement benefit plans (calculated on the basis of
the net asset value of the shares held in a single account), you may direct that
shares be automatically exchanged at predetermined intervals for shares of the
same class of another Affiliated Phoenix Fund. This requirement does not apply
to Phoenix "Self Security" program participants. Systematic exchanges will be
executed upon the close of business on the 10th day of each month or the next
succeeding business day. Exchanges will be based upon each Fund's net asset
value per share next computed after the close of business on the 10th day of
each month (or next succeeding business day), without sales charge. Systematic
exchange forms are available from the Distributor.

DISRUPTIVE TRADING AND MARKET TIMING

The following disclosure is intended to supplement the disclosure in the
prospectus.

Frequent purchases, redemptions and exchanges, programmed exchanges,
exchanges into and then out of a fund in a short period of time, and exchanges
of large amounts at one time ("Disruptive Trading") can have harmful effects for
other shareholders. In order to attempt to protect our shareholders from
Disruptive Trading, we have adopted certain market timing policies and
procedures.

Under our market timing policy, we could modify your exchange privileges for
some or all of the funds. Modifications include, but are not limited to, not
accepting an exchange request from you or from any person, asset allocation
service, and/or market timing services made on your behalf. We may also limit
the amount that may be exchanged into or out of any fund at any one time. We may
(but are not obligated to):

o limit the dollar amount and frequency of exchanges (e.g., prohibit more
than one exchange a week, or more than two a month, etc.),

o restrict the method of making a exchange (e.g., require that all exchanges
into a particular fund be sent to the transfer agent by first class U.S.
mail and rescind Internet, telephone or fax exchange privileges),

o require a holding period for some funds (e.g., prohibit exchanges into a
particular fund within a specified period of time after a exchange out of
that fund),

o impose redemption fees on short-term trading (or implement and administer
redemption fees imposed by one or more of the funds), or

o impose other limitations or restrictions.

Currently we attempt to detect Disruptive Trading by monitoring both the
dollar amount of individual exchanges and the frequency of a shareholder's
exchanges. With respect to both dollar amount and frequency, we may consider an
individual exchange alone or when combined with exchanges from other funds owned
by or under the control or influence of the same individual or entity. We
currently review exchange activity on a weekly basis. We also consider any
concerns brought to our attention by the managers of the funds. We may change
our monitoring procedures at any time without notice.

Currently we attempt to deter Disruptive Trading by monitoring a
shareholder's exchange activity. If a shareholder's exchange(s) exceeds the
exchange parameters, we send the shareholder a warning letter. Then, if at any
time thereafter the shareholder's exchange activity exceeds the exchange
parameters, we will revoke the shareholder's right to make Internet, phone and
fax exchanges. This would mean that thereafter the shareholder could make
exchanges only through the U.S. mail or by other physical delivery of a written
exchange request with an original signature of the shareholder(s). We will
notify shareholders in writing (by mail to their address of record on file with
us) if we revoke their Internet, phone or fax exchange privileges.

We do not include exchanges made pursuant to the dollar cost averaging or
other similar programs when applying our market timing policy.

We have adopted these policies and procedures as a prophylactic measure to
protect all shareholders from the potential affects of Disruptive Trading, while
also abiding by any rights that shareholders may have to make exchanges and
providing reasonable and convenient methods of making exchanges that do not have
the potential to harm other shareholders.

We currently do not make any exceptions to the policies and procedures
discussed above to detect and deter Disruptive Trading. We may reinstate
Internet, telephone and fax exchange privileges after they are revoked, but we
will not reinstate these privileges if we have reason to believe that they might
be used thereafter for Disruptive Trading.

We cannot guarantee that our monitoring will be 100% successful in detecting
all exchange activity that exceeds the parameters discussed above (and we do not
guarantee that these are appropriate exchange parameters to prevent Disruptive

Trading), and we cannot guarantee that revoking a shareholder's Internet,
telephone and fax exchange privileges will successfully deter all Disruptive
Trading.

We may, without prior notice, take whatever action we deem appropriate to
comply with or take advantage of any state or federal regulatory requirement. In
addition, orders for the purchase of fund shares are subject to acceptance by
the relevant fund. We reserve the right to reject, without prior notice, any
exchange request into any fund if the purchase of shares in the corresponding
fund is not accepted for any reason.

DIVIDEND REINVESTMENT ACROSS ACCOUNTS

If you maintain an account balance of at least $5,000, or $2,000 for
tax-qualified retirement benefit plans (calculated on the basis of the net asset
value of the shares held in a single account), you may direct that any dividends
and distributions paid with respect to shares in that account be automatically
reinvested in a single account of one of the other Affiliated Phoenix Funds at
net asset value. You should obtain a current prospectus and consider the
objectives and policies of each Phoenix Fund carefully before directing
dividends and distributions to another Phoenix Fund. Reinvestment election forms
and prospectuses are available from Equity Planning. Distributions may also be
mailed to a second payee and/or address. Requests for directing distributions to
an alternate payee must be made in writing with a signature guarantee of the
registered owner(s). To be effective with respect to a particular dividend or
distribution, notification of the new distribution option must be received by
the Transfer Agent at least three days prior to the record date of such dividend
or distribution. If all shares in your account are repurchased or redeemed or
transferred between the record date and the payment date of a dividend or
distribution, you will receive cash for the dividend or distribution regardless
of the distribution option selected.

INVEST-BY-PHONE

This expedited investment service allows a shareholder to make an investment
in an account by requesting a transfer of funds from the balance of their bank
account. Once a request is phoned in, Equity Planning will initiate the
transaction by wiring a request for monies to the shareholder's commercial bank,
savings bank or credit union via Automated Clearing House (ACH). The
shareholder's bank, which must be an ACH member, will in turn forward the monies
to Equity Planning for credit to the shareholder's account. ACH is a
computer-based clearing and settlement operation established for the exchange of
electronic transactions among participating depository institutions.

To establish this service, please complete an Invest-by-Phone Application and
attach a voided check if applicable. Upon Equity Planning's acceptance of the
authorization form (usually within two weeks) shareholders may call toll free
(800) 367-5877 prior to 3:00 p.m. (New York time) to place their purchase
request. Instructions as to the account number and amount to be invested must be
communicated to Equity Planning. Equity Planning will then contact the
shareholder's bank via ACH with appropriate instructions. The purchase is
normally credited to the shareholder's account the day following receipt of the
verbal instructions. This service may also be used to request redemption of
shares of the Money Market Fund, the proceeds of which are transferred to the
shareholder's bank the second day following receipt of the verbal request. The
Trust may delay the mailing of a check for redemption proceeds of Fund shares
purchased with a check or via Invest-by-Phone service until the Funds have
assured themselves that good payment has been collected for the purchase of the
shares, which may take up to 15 days. The Funds and Equity Planning reserve the
right to modify or terminate the Invest-by-Phone service for any reason or to
institute charges for maintaining an Invest-by-Phone account.

SYSTEMATIC WITHDRAWAL PROGRAM

The Systematic Withdrawal Program allows you to periodically redeem a portion
of your account on a predetermined monthly, quarterly, semiannual or annual
basis. A sufficient number of full and fractional shares will be redeemed so
that the designated payment is made on or about the 20th day of the month.
Shares are tendered for redemption by the Transfer Agent, as agent for the
shareowner, on or about the 15th of the month at the closing net asset value on
the date of redemption. The Systematic Withdrawal Program also provides for
redemptions to be tendered on or about the 10th, 15th or 25th of the month with
proceeds to be directed through Automated Clearing House (ACH) to your bank
account. In addition to the limitations stated below, withdrawals may not be
less than $25 and minimum account balance requirements shall continue to apply.

Shareholders participating in the Systematic Withdrawal program must own
shares of a Fund worth $5,000 or more, as determined by the then current net
asset value per share, and elect to have all dividends reinvested. The purchase
of shares while participating in the withdrawal program will ordinarily be
disadvantageous to the Class A shares investor since a sales charge will be paid
by the investor on the purchase of Class A shares at the time as other shares
are being redeemed. For this reason, investors in Class A shares may not
participate in an automatic investment program while participating in the
Systematic Withdrawal Program.

Through the Systematic Withdrawal Program, Class B shareholders and Class C
shareholders may withdraw up to 1% of their aggregate net investments
(purchases, at initial value, to date net of non-Program redemptions) each month
or up to 3% of their aggregate net investment each quarter without incurring
otherwise applicable contingent deferred sales charges. Class B shareholders and
Class C shareholders redeeming more shares than the percentage permitted by the
withdrawal program will be subject to any applicable contingent deferred sales
charge on all shares redeemed. Accordingly, the purchase of Class B shares or
Class C shares will generally not be suitable for an investor who anticipates
withdrawing sums in excess of the above limits shortly after purchase.

HOW TO REDEEM SHARES

Under the 1940 Act, payment for shares redeemed must ordinarily be made
within seven days after tender. The right to redeem shares may be suspended and
payment therefore postponed during periods when the New York Stock Exchange is
closed, other than customary weekend and holiday closings, or if permitted by
rules of the Securities and Exchange Commission, during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for the Funds to dispose of their securities or to determine fairly the value of
their net assets or during any other period permitted by order of the Securities
and Exchange Commission for the protection of investors. Furthermore, the
Transfer Agent will not mail redemption proceeds until checks received for
shares purchased have cleared, which may take up to 15 days after receipt of the
check. Redemptions by Class B and Class C shareholders will be subject to the
applicable deferred sales charge, if any.

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

A shareholder should contact his/her broker/dealer if he/she wishes to
transfer shares from an existing broker/dealer street name account to a street
name account with another broker/dealer. The Funds have no specific procedures
governing such account transfers.

REDEMPTION OF SMALL ACCOUNTS

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

BY MAIL

Shareholders may redeem shares by making written request, executed in the
full name of the account, directly to Phoenix Funds c/o State Street Bank and
Trust Company, P.O. Box 8301, Boston, MA 02266-8301. However, when certificates
for shares are in the possession of the shareholder, they must be mailed or
presented, duly endorsed in the full name of the account, with a written request
to Equity Planning that the applicable Fund redeem the shares. See the Funds'
current prospectus for more information.

TELEPHONE REDEMPTIONS

Shareholders may redeem by telephone up to $50,000 worth of their shares held
in book-entry form. See the Funds' current prospectus for additional
information.

REDEMPTION IN KIND

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

ACCOUNT REINSTATEMENT PRIVILEGE

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

QUALIFICATION AS A REGULATED INVESTMENT COMPANY ("RIC")

The Funds are treated as separate entities for federal income tax purposes.
The Funds have elected to qualify and intend to qualify as RICs under Subchapter
M of the Internal Revenue Code of 1986, as amended (the "Code"). In each taxable
year the Funds qualify as RICs, they (but not their shareholders) will be
relieved of federal income tax on that portion of their net investment income
and net capital gains that are currently distributed (or deemed distributed) to
their shareholders. To the extent that the Funds fail to distribute all of their
taxable income, they will be subject to corporate income tax (currently 35%) on
any retained ordinary investment income or short-term capital gains, and
corporate income tax (currently 35%) on any undistributed long-term capital
gains.

The Funds intend to make timely distributions, if necessary, sufficient in
amount to avoid the non-deductible 4% excise tax that is imposed on a RIC to the
extent that it fails to distribute, with respect to each calendar year, at least
98% of its ordinary income for such calendar year and 98% of its net capital
gains as determined for a one-year period ending on October 31 of such calendar
year (or as determined on a fiscal year basis, if a Fund so elects).

The Code sets forth numerous criteria that must be satisfied in order for the
Funds to qualify as RICs. Among these requirements, the Funds must meet the
following tests for each taxable year: (a) derive in each taxable year at least
90% of their gross income from dividends, interest and gains from the sale or
other disposition of securities; and (b) meet certain diversification
requirements imposed under the Code at the end of each quarter of the taxable
year. If in any taxable year the Funds do not qualify as a regulated investment
company, all of their taxable income will be taxed at corporate rates. In
addition, if in any tax year the Funds do not qualify as a RIC for state tax
purposes, a capital gain dividend may not retain its character in the hands of
the shareholder for state tax purposes.

In addition to meeting the 90% test, in order to qualify as RICs, the Funds
will be required to distribute annually to their shareholders as dividends (not
including "capital gains dividends," discussed below) at least 90% of their
ordinary investment income and short-term capital gains, with certain
modifications. The Funds intend to make distributions to shareholders that will
be sufficient to meet the 90% distribution requirement.

The Funds must also diversify their holdings so that, at the close of each
quarter of its taxable year, (i) at least 50% of the value of their total assets
consists of cash, cash items, U.S. Government securities, and other securities
limited generally with respect to any one issuer to not more than 5% of the
total assets of that Funds and not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any issuer (other than U.S. Government
securities). The Funds intend to comply with all of the foregoing criteria for
qualification as a RIC; however, there can be no assurance that the Funds will
so qualify and continue to maintain their status as RICs. If the Funds were
unable for any reason to maintain their status as a RIC for any taxable year,
adverse tax consequences would ensue.

TAXATION OF SHAREHOLDERS

Under the Jobs and Growth Tax Reconciliation Act of 2003, certain qualified
dividend income ("QDI") and long-term capital gains will be taxed at a lower tax
rate (15%) for individual shareholders. The reduced rate applies to QDI from
domestic corporations and certain qualified foreign corporations subject to
various requirements and a minimum holding period by both the Funds and
shareholders. Ordinary distributions made by the Funds to their shareholders are
eligible for the reduced rate to the extent the underlying income in the Fund is
QDI.

Distributions from ordinary investment income and net short-term capital
gains will be taxed to the shareholders as ordinary dividend income to the
extent of the earnings and profits of the Fund. Ordinary income dividends
received by corporate shareholders will qualify for the 70% dividends-received
deduction to the extent the Funds designate such amounts as qualifying dividend
distributions; however, the portion that may be so designated is subject to
certain limitations. Distributions by the Funds that are designated as capital
gain distributions will be taxed to the shareholders as capital gains, and will
not be eligible for the corporate dividends-received deduction.

Dividends declared by the Funds to shareholders of record in October,
November or December will be taxable to such shareholders in the year that the
dividend is declared, even if it is not paid until the following year (so long
as it is actually paid by the Funds prior to February 1). Also, shareholders
will be taxed on the amount of long-term capital gains designated by the Funds
by written notice mailed to shareholders within 60 days after the close of the
year, even if such amounts are not actually

distributed to them. Shareholders will be entitled to claim a credit against
their own federal income tax liability for taxes paid by the Funds on such
undistributed gains, if any. If a shareholder receives a long-term capital
dividend with respect to any share and such share is held for less than 6
months, any loss on sale or exchange of such share will be long-term capital
loss to the extent of long-term capital dividend payments.

Dividends and capital gain distributions will be taxable to shareholders as
described above whether received in cash or in shares under a Fund's
distribution reinvestment plan. With respect to distributions received in cash
or reinvested in shares purchased on the open market, the amount of the
distribution for tax purposes will be the amount of cash distributed or
allocated to the shareholder.

Shareholders should be aware that the price of shares of the Funds that are
purchased prior to a dividend or distribution by the Funds may reflect the
amount of the forthcoming dividend or distribution. Such dividend or
distribution, when made, would be taxable to shareholders under the principles
discussed above even though the dividend or distribution may reduce the net
asset value of shares below a shareholder's cost and thus represent a return of
a shareholder's investment in an economic sense.

The Funds intend to accrue dividend income for federal income tax purposes in
accordance with the rules applicable to RICs. In some cases, these rules may
have the effect of accelerating (in comparison to other recipients of the
dividend) the time at which the dividend is taken into account by the Funds as
taxable income.

INCOME AND CAPITAL GAIN DISTRIBUTIONS ARE DETERMINED IN ACCORDANCE WITH INCOME
TAX REGULATIONS WHICH MAY DIFFER FROM ACCOUNTING PRINCIPLES GENERALLY ACCEPTED
IN THE UNITED STATES.

TAXATION OF DEBT SECURITIES

The Funds may invest in certain debt securities that are originally issued or
acquired at a discount. Special rules apply under the Code to the recognition of
income with respect to such debt securities. Under the special rules, the Funds
may recognize income for tax purposes without a corresponding current receipt of
cash. In addition, gain on a disposition of a debt security subject to the
special rules may be treated wholly or partially as ordinary income, not capital
gain.

TAXATION OF DERIVATIVES

Many futures contracts entered into by the Funds and all listed non-equity
options written or purchased by the Funds (including covered call options
written on debt securities and options written or purchased on futures
contracts) will be governed by Section 1256 of the Code. Absent a tax election
to the contrary, gain or loss attributable to the lapse, exercise or closing out
of any such position will be treated as 60% long-term and 40% short-term capital
gain or loss, and on the last trading day of the Funds' fiscal year (and,
generally on October 31 for purposes of the 4% excise tax), all outstanding
Section 1256 positions will be marked to market (i.e., treated as if such
positions were closed out at their closing price on such day), with any
resulting gain or loss recognized as 60% long-term and 40% short-term capital
gain or loss. Under certain circumstances, entry into a futures contract to sell
a security may constitute a short sale for federal income tax purposes, causing
an adjustment in the holding period of the underlying security or a
substantially identical security in the Funds' portfolio.

Equity options written by the Funds (covered call options on portfolio stock)
will be subject to the provisions under Section 1234 of the Code. If the Funds
write a call option, no gain is recognized upon its receipt of a premium. If the
option lapses or is closed out, any gain or loss is treated as a short-term
capital gain or loss. If a call option is exercised, any resulting gain or loss
is a short-term or long-term capital gain or loss depending on the holding
period of the underlying stock.

Positions of the Funds which consist of at least one stock and at least one
stock option or other position with respect to a related security which
substantially diminishes the Funds' risk of loss with respect to such stock
could be treated as a "straddle" which is governed by Section 1092 of the Code,
the operation of which may cause deferral of losses, adjustments in the holding
periods of stock or securities and conversion of short-term capital losses into
long-term capital losses. An exception to these straddle rules exists for any
"qualified covered call options" on stock options written by the Fund.

TAXATION OF FOREIGN CURRENCY TRANSACTIONS

Section 988 of the Code provides special rules for foreign currency
transactions under which foreign currency gains or losses from forward
contracts, futures contracts that are not required to be marked-to-market and
unlisted options generally will be treated as ordinary income or loss.

TAXATION OF FOREIGN INVESTMENTS

If a Fund invests in stock of certain passive foreign investment companies,
the Fund may be subject to U.S. federal income taxation on a portion of any
"excess distribution" with respect to, or gain from the disposition of, such
stock. The tax would be determined by allocating such distribution or gain
ratably to each day of the Fund's holding period for the stock. The
distributions or gain so allocated to any taxable year of the Fund, other than
the taxable year of the excess distribution or disposition, would be taxed to
the Fund at the highest ordinary income rate in effect for such year, and the
tax would be further

increased by an interest charge to reflect the value of the tax deferral deemed
to have resulted from the ownership of the foreign company's stock. Any amount
of distribution or gain allocated to the taxable year of the distribution or
disposition would be included in the Fund's investment company taxable income
and, accordingly, would not be taxable to the Fund to the extent distributed by
the Fund as a dividend to its shareholders. The Fund may elect to mark to market
(i.e., treat as if sold at their closing market price on same day), its
investments in passive foreign investment companies and avoid any tax and or
interest charge on excess distributions.

A Fund may be subject to tax on dividend or interest income received from
securities of non-U.S. issuers withheld by a foreign country at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of tax or exemption from tax on income. It is
impossible to determine the effective rate of foreign tax in advance since the
amount of the Fund's assets to be invested within various countries is not
known. The Funds intend to operate so as to qualify for treaty tax benefits
where applicable. If more than 50% of the value of a Fund's total assets at the
close of its taxable year is comprised of securities issued by foreign
corporations, the Fund may elect with the Internal Revenue Service to "pass
through" to the Fund's shareholders the amount of foreign income taxes paid by
the Fund. If the Fund does elect to "pass through", each shareholder will be
notified within 60 days after the close of each taxable year of the Fund if the
foreign taxes paid by the Fund will "pass through" for that year, and, if so,
the amount of each shareholder's pro rata share (by country) or (i) the foreign
taxes paid and (ii) the Fund's gross income from foreign sources.

SALE OR EXCHANGE OF FUND SHARES

Gain or loss will be recognized by a shareholder upon the sale of his shares
in a Fund or upon an exchange of his shares in a Fund for shares in another
Phoenix Fund. Provided that the shareholder is not a dealer in such shares, such
gain or loss will generally be treated as capital gain or loss, measured by the
difference between the adjusted basis of the shares and the amount realized
therefrom. Under current law, capital gains (whether long-term or short-term) of
individuals and corporations are fully includable in taxable income. Capital
losses (whether long-term or short-term) may offset capital gains plus (for
non-corporate taxpayers only) up to $3,000 per year of ordinary income.

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

TAX INFORMATION

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

IMPORTANT NOTICE REGARDING TAXPAYER IRS CERTIFICATION

Pursuant to IRS Regulations, the Funds may be required to withhold a
percentage of all reportable payments, including any taxable dividends, capital
gains distributions or share redemption proceeds, at the rate in effect when
such payments are made, for an account which does not have a taxpayer
identification number or social security number and certain required
certifications. The Funds reserve the right to refuse to open an account for any
person failing to provide a taxpayer identification number along with the
required certifications. The Funds will furnish shareholders, within 31 days
after the end of the calendar year, with information which is required by the
Internal Revenue Service for preparing income tax returns.

Some shareholders may be subject to withholding of federal income tax on
dividends and redemption payments from the Funds ("backup withholding") at the
rate in effect when such payments are made. Corporate shareholders and certain
other shareholders specified in the Code generally are exempt from such backup
withholding. Generally, shareholders subject to backup withholding will be (i)
those for whom a certified taxpayer identification number is not on file with
the Funds, (ii) those about whom notification has been received (either by the
shareholder or the Funds) from the Internal Revenue Service that they are
subject to backup withholding or (iii) those who, to the Fund's knowledge, have
furnished an incorrect taxpayer identification number. Generally, to avoid
backup withholding, an investor must, at the time an account is opened, certify
under penalties of perjury that the taxpayer identification number furnished is
correct and that he or she is not subject to backup withholding.

FOREIGN SHAREHOLDERS

Dividends paid by the Funds from net investment income and net realized
short-term capital gains to a shareholder who is a nonresident alien individual,
a foreign trust or estate, a foreign corporation or a foreign partnership (a
"foreign shareholder") will be subject to U.S. withholding tax at a rate of 30%
unless a reduced rate of withholding or a withholding exemption is provided
under applicable treaty law. Foreign shareholders are urged to consult their own
tax advisors concerning the applicability of the U.S. withholding tax and any
foreign taxes.

OTHER TAX CONSEQUENCES

In addition to the federal income tax consequences, described above,
applicable to an investment in a Fund, there may be state or local tax
considerations and estate tax considerations applicable to the circumstances of
a particular investor. The foregoing discussion is based upon the Code, judicial
decisions and administrative regulations, rulings and practices, all of which
are subject to change and which, if changed, may be applied retroactively to a
Fund, its shareholders and/or its assets. No rulings have been sought from the
Internal Revenue Service with respect to any of the tax matters discussed above.

The information included in the prospectus with respect to taxes, in
conjunction with the foregoing, is a general and abbreviated summary of
applicable provisions of the Code and Treasury regulations now in effect as
currently interpreted by the courts and the Internal Revenue Service. The Code
and these Regulations, as well as the current interpretations thereof, may be
changed at any time by legislative, judicial, or administrative action.
Accordingly, prospective purchasers are urged to consult their tax advisors with
specific reference to their own tax situation, including the potential
application of federal, state, local and foreign taxes.

The foregoing discussion of U.S. federal income tax law relates solely to the
application of that law to U.S. persons, i.e., U.S. citizens and residents and
U.S. corporations, partnerships, trusts and estates. Each shareholder who is not
a U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of the Funds, including the possibility that such a shareholder may be
subject to a U.S. withholding tax on amounts constituting ordinary income
received by him or her, where such amounts are treated as income from U.S.
sources under the Code.

TAX SHELTERED RETIREMENT PLANS

Shares of the Trust are offered in connection with the following qualified
prototype retirement plans: IRA, Rollover IRA, SEP-IRA, SIMPLE, IRA, Roth IRA,
401(k), Profit-Sharing, Money Purchase Pension Plans and 403(b) Retirement
Plans. Write or call Equity Planning (800) 243-4361 for further information
about the plans.

MERRILL LYNCH DAILY K PLAN

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

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

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

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

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

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

THE DISTRIBUTOR

Phoenix Equity Planning Corporation ("Equity Planning" or the "Distributor"),
an indirect, wholly-owned subsidiary of The Phoenix Companies, Inc. ("PNX") and
an affiliate of Phoenix, serves as distributor of the Funds. The address of the
Distributor

is 56 Prospect Street, P. O. Box 150480, Hartford, Connecticut 06115-0480. John
F. Sharry and Francis G. Waltman are officers of the Funds and of the
Distributor.

The Distributor conducts a continuous offering pursuant to a "best efforts"
arrangement requiring it to take and pay for only such securities as may be sold
to the public. Shares of the Funds may be purchased through investment dealers
who have sales agreements with the Distributor. With respect to the
Phoenix-Aberdeen Worldwide Opportunities Fund, during the fiscal years 2002,
2003 and 2004, purchasers of shares of the Fund paid aggregate sales charges of
$73,875, $44,176 and $37,814, respectively, of which the Distributor received
net commissions of $34,261, $17,205 and $13,807, respectively, for its services,
the balance being paid to dealers. For the fiscal year ended June 30, 2004, the
Distributor received net commissions of $3,783 for Class A shares and deferred
sales charges of $9,113 for Class B shares and $911 for Class C shares. In
addition to these amounts, for the fiscal year ended June 30, 2004, $3,510 was
paid to WS Griffith Securities, Inc., formerly an indirect subsidiary of PNX,
for Class A net selling commissions.

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

DEALER CONCESSIONS

Dealers with whom the Distributor has entered into sales agreements receive a
discount or commission as set forth below.

AMOUNT OF DEALER DISCOUNT
TRANSACTION SALES CHARGE AS PERCENTAGE SALES CHARGE AS PERCENTAGE OR AGENCY FEE AS
AT OFFERING PRICE OF OFFERING PRICE OF AMOUNT INVESTED PERCENTAGE OF OFFERING PRICE
- ----------------------------------------------------------------------------------------------------------------------------

Less than $50,000 5.75% 6.10% 5.25%
$50,000 but under $100,000 4.75% 4.99% 4.25%
$100,000 but under $250,000 3.75% 3.90% 3.25%
$250,000 but under $500,000 2.75% 2.83% 2.25%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more None None None

In addition to the dealer discount on purchases of Class A shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B shares and a sales commission of 1% of the sale price of
Class C shares sold by such dealers. This sales commission will not be paid to
dealers for sales of the Class B shares or Class C shares purchased by 401(k)
participants of the Merrill Lynch Daily K Plan due to a waiver of the CDSC for
these Plan participants' purchases. Your broker, dealer or investment adviser
may also charge you additional commissions or fees for their services in selling
shares to you provided they notify the Distributor of their intention to do so.

Dealers and other entities who enter into special arrangements with the
Distributor may receive compensation for the sale and promotion of shares of the
Funds and/or for providing other shareholder services. Such fees are in addition
to the sales commissions referenced above and may be used based upon the amount
of sales of fund shares by a dealer; the provision of assistance in marketing of
fund shares; access to sales personnel and information dissemination services;
provision of recordkeeping and administrative services to qualified employee
benefit plans; and other criteria as established by the Distributor. Depending
on the nature of the services, these fees may be paid either from the Funds
through distribution fees, service fees or transfer agent fees or in some cases,
the Distributor may pay certain fees from its own profits and resources. From
its own profits and resources, the Distributor does intend to: (a) sponsor sales
contests, training and educational meetings and provide additional compensation
to qualifying dealers in the form of trips, merchandise or expense
reimbursements; (b) from time to time pay special incentive and retention fees
to qualified wholesalers, registered financial institutions and third party
marketers; (c) pay broker/dealers an amount equal to 1% of the first $3 million
of Class A share purchases by an account held in the name of a qualified
employee benefit plan with at least 100 eligible employees, 0.50% on the next $3
million, plus 0.25% on the amount in excess of $6 million; and (d) excluding
purchases as described in (c) above, pay broker/dealers an amount equal to 1% of
the amount of Class A shares sold above $1 million. If part or all of such
investment, including investments by qualified employee benefit plans, is
subsequently redeemed within one year of the investment date, the broker/dealer
will refund to the Distributor such amounts paid with respect to the investment.
In addition, the Distributor may pay the entire applicable sales charge on
purchases of Class A shares to selected dealers and agents. Any dealer who
receives more than 90% of a sales charge

may be deemed to be an "underwriter" under the Securities Act of 1933. Equity
Planning reserves the right to discontinue or alter such fee payment plans at
any time.

From its own resources or pursuant to the Plan, and subject to the dealers'
prior approval, the Distributor may provide additional compensation to
registered representatives of dealers in the form of travel expenses, meals, and
lodging associated with training and educational meetings sponsored by the
Distributor. The Distributor may also provide gifts amounting in value to less
than $100, and occasional meals or entertainment, to registered representatives
of dealers. Any such travel expenses, meals, lodging, gifts or entertainment
paid will not be preconditioned upon the registered representatives' or dealers'
achievement of a sales target. The Distributor may, from time-to-time, reallow
the entire portion of the sales charge on Class A shares which it normally
retains to individual selling dealers. However, such additional reallowance
generally will be made only when the selling dealer commits to substantial
marketing support such as internal wholesaling through dedicated personnel,
internal communications and mass mailings.

ADMINISTRATIVE SERVICES

Equity Planning also acts as administrative agent of the Funds and as such
performs administrative, bookkeeping and pricing functions for the Funds. For
its services, Equity Planning will be paid a fee equal to the sum of (1) the
documented cost of fund accounting and related services provided by PFPC, Inc.,
as subagent, plus (2) the documented cost to Equity Planning to provide
financial reporting and tax services and to oversee the subagent's performance.
The current fee schedule of PFPC, Inc. is based upon the average of the
aggregate daily net asset values of all funds serviced by PFPC, at the following
incremental annual rates.

First $5 billion 0.065%
$5 billion to $10 billion 0.061%
$10 billion to $15 billion 0.055%
$15 billion to $20 billion 0.040%
Greater than $20 billion 0.030%

Percentage rates are applied to the aggregate daily net asset value of all of
the funds serviced by PFPC. Certain minimum fees may apply. Total fees paid by
Equity Planning to PFPC are allocated among all funds for which it serves as
administrative agent on the basis of the relative net assets of each fund.

For its services to the Phoenix-Aberdeen Worldwide Opportunities Fund for the
fiscal years ended June 30, 2002, 2003 and 2004, Equity Planning received fees
of $160,081, $119,277 and $107,660, respectively.

DISTRIBUTION PLANS

The Trust has adopted a distribution plan for each class of shares (i.e., a
plan for the Class A shares, a plan for the Class B shares of the
Phoenix-Aberdeen Worldwide Opportunities Fund, and a plan for the Class C
shares, collectively, the "Plans") in accordance with Rule 12b-1 under the Act,
to compensate the Distributor for the services it provides and for the expenses
it bears under the Underwriting Agreement. Each class of shares pays a service
fee at a rate of 0.25% per annum of the average daily net assets of such class
of the Fund and a distribution fee based on average daily net assets at the
rates of 0.75% per annum for Class B shares and 0.75% per annum for Class C
shares.

From the Service Fee the Distributor expects to pay a quarterly fee to
qualifying broker/dealer firms, as compensation for providing personal services
and/or the maintenance of shareholder accounts, with respect to shares sold by
such firms. In the case of shares of the Funds being sold to an affiliated fund
of funds, fees payable under the Plans shall be paid to the distributor of the
fund of funds. This fee will not exceed on an annual basis 0.25% of the average
annual net asset value of such shares, and will be in addition to sales charges
on Fund shares which are reallowed to such firms. To the extent that the entire
amount of the Service Fee is not paid to such firms, the balance will serve as
compensation for personal and account maintenance services furnished by the
Distributor.

For the fiscal year ended June 30, 2004 the Phoenix-Aberdeen Worldwide
Opportunities Fund paid Rule 12b-1 Fees in the amount of $359,724 of which the
Distributor received $97,042, WS Griffith Securities, Inc., formerly an
affiliate, received $7,462 and unaffiliated broker-dealers received $255,220.
The Rule 12b-1 payments were used for (1) compensation to dealers, $271,706; (2)
compensation to sales personnel, $201,300; (3) advertising, $48,218; (4) service
costs, $32,141; (5) printing and mailing of prospectuses to other than current
shareholders, $5,271; and (6) other, $21,034.

On a quarterly basis, the Trust's Trustees review a report on expenditures
under the Plans and the purposes for which expenditures were made. The Trustees
conduct an additional, more extensive review annually in determining whether the
Plans will be continued. By their terms, continuation of the Plans from year to
year is contingent on annual approval by a majority of the Trust's Trustees and
by a majority of the Trustees who are not "interested persons" (as defined in
the 1940 Act) and who

have no direct or indirect financial interest in the operation of the Plans or
any related agreements (the "Plan Trustees"). The Plans provide that they may
not be amended to increase materially the costs which the Funds may bear
pursuant to the Plans without approval of the shareholders of the Funds and that
other material amendments to the Plans must be approved by a majority of the
Plan Trustees by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plans further provide that while they are in
effect, the selection and nomination of Trustees who are not "interested
persons" shall be committed to the discretion of the Trustees who are not
"interested persons." The Plans may be terminated at any time by vote of a
majority of the Plan Trustees or a majority of the outstanding shares of the
Funds. The Trustees have concluded that there is a reasonable likelihood that
the Plans will benefit the Funds and all classes of shareholders.

No interested person of the Funds and no Director who is not an interested
person of the Funds, as that term is defined in the 1940 Act, had any direct or
indirect financial interest in the operation of the Plans.

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

MANAGEMENT OF THE TRUST

Each Fund is an open-end management investment company known as a mutual
fund. The Trustees of the Fund ("Trustees") are responsible for the overall
supervision of the operations of the Funds and perform the various duties
imposed on Trustees by the 1940 Act and Delaware business trust law.

TRUSTEES AND OFFICERS

Certain information pertaining to the Trustees and executive officers of the
Trust is set forth below. The address of each individual, unless otherwise
noted, is 56 Prospect Street, Hartford, CT 06115-0480. There is no stated term
of office for Trustees of the Trust, except for Messrs. Dill and Romans who are
serving a two-year term expiring in 2006.

INDEPENDENT TRUSTEES

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE

E. Virgil Conway Served since 36 Chairman, Rittenhouse Advisors, LLC (consulting firm)
Rittenhouse Advisors, LLC 1988. since 2001. Trustee/Director, Pace University
101 Park Avenue (1978-present), Urstadt Biddle Property Corp.
New York, NY 10178 (1989-present), Greater New York Councils, Boy Scouts of
DOB: 8/2/29 America (1985-present), Josiah Macy, Jr., Foundation
(1975-present), Realty Foundation of New York
(1972-present), New York Housing Partnership Development
Corp. (Chairman) (1981-present) and Academy of Political
Science (Vice Chairman) (1985 to present). Chairman,
Metropolitan Transportation Authority (1992-2001).
Trustee/Director, Consolidated Edison Company of New York,
Inc. (1970-2002), Atlantic Mutual Insurance Company
(1974-2002), Centennial Insurance Company (1974-2002),
Union Pacific Corp. (1978-2002), Blackrock Freddie Mac
Mortgage Securities Fund (Advisory Director) (1990-2002),
Accuhealth (1994-2002), Trism, Inc. (1994-2001), and The
Harlem Youth Development Foundation (1998-2002).

Harry Dalzell-Payne Served since 36 Currently retired.
The Flat, Elmore Court 1988.
Elmore, GL05,
GL2 3NT U.K.
DOB: 8/9/29

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE

S. Leland Dill Served since 25 Currently retired. Trustee, Scudder Investments (33
7721 Blue Heron Way 2004. portfolios) (1986-present). Director, Coutts & Co. Trust
West Palm Beach, FL 33412 Holdings Limited (1991-1999), Coutts & Co. Group
DOB: 3/28/30 (1994-1999) and Coutts & Co. International (USA) (private
banking) (1992-2000).

Francis E. Jeffries Served since 29 Director, The Empire District Electric Company
8477 Bay Colony Dr. #902 1995. (1984-present).
Naples, FL 34108
DOB: 9/23/30

Leroy Keith, Jr. Served since 26 Partner, Stonington Partners, Inc. (private equity fund)
Stonington Partners, Inc. 1993. since 2001. Chairman (1995-2000) and Chief Executive
736 Market Street, Ste. 1430 Officer (1995-1998), Carson Products Company
Chattanooga, TN 37402 (cosmetics). Director/Trustee, Evergreen Funds
DOB: 2/14/39 (6 portfolios).

Geraldine M. McNamara United Served since 36 Managing Director, United States Trust Company of
States Trust Company of NY 2001. New York (private bank) (1982-present).
114 West 47th Street
New York, NY 10036
DOB: 4/17/51

Everett L. Morris Served since 36 Currently retired. Vice President, W.H. Reaves and
164 Laird Road 1995. Company (investment management) (1993-2003).
Colts Neck, NJ 07722
DOB: 5/26/28

Donald B. Romans Served since 25 President, Romans & Company (private investors and
39 S. Sheridan Road 2004. financial consultants) (1987-present). Trustee, Burnham
Lake Forest, IL 60045 Investors Trust (5 portfolios) (1967-present).
DOB: 4/22/31

Richard E. Segerson Served since 26 Managing Director, Northway Management Company
102 Valley Road 1988. (1998-present).
New Canaan, CT 06840
DOB: 2/16/46

Lowell P. Weicker, Jr. Served since 26 Director, UST Inc. (1995-present), HPSC Inc.
200 Duke Street 1995. (1995-present), Compuware (1996-present) and WWF, Inc.
Alexandria, VA 22314 (2000-present). President, The Trust for America's Health
DOB: 5/16/31 (non-profit) (2001-present).

INTERESTED TRUSTEES

Each of the individuals listed below is an "interested person" of the Trust,
as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and
regulations hereunder.

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, DATE OF BIRTH LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
AND POSITION(S) WITH TRUST TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE

*Marilyn E. LaMarche Served since 30 Limited Managing Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC 2002. (1983-present). Director, The Phoenix Companies, Inc.
30 Rockefeller Plaza, (2001-present) and Phoenix Life Insurance Company
59th Floor (1989-present).
New York, NY 10020
DOB: 5/11/34

**Philip R. McLoughlin Served since 72 Management Consultant, The Phoenix Companies, Inc.
Chairman and President 1996. (2002-present). Director, PXRE Corporation (Delaware)
DOB: 10/23/46 (1985-present), World Trust Fund (1991-present).
Chairman (1997-2002), Director (1995-2002), Vice Chairman
(1995-1997) and Chief Executive Officer (1995-2002),
Phoenix Investment Partners, Ltd. Director, Executive
Vice President and Chief Investment Officer, The Phoenix
Companies, Inc. (2001-2002). Director (1994-2002) and
Executive Vice President, Investments (1988-2002),
Phoenix Life Insurance Company. Director (1983-2002) and
Chairman (1995-2002), Phoenix Investment Counsel, Inc.
Director (1984-2002) and President (1990-2000), Phoenix
Equity Planning Corporation. Chairman and Chief Executive
Officer, Phoenix/Zweig Advisers LLC (1999-2002). Director
and President, Phoenix Investment Management Company
(2001-2002). Director and Executive Vice President,
Phoenix Life and Annuity Company (1996-2002). Director
and Executive Vice President, PHL Variable Insurance
Company (1995-2002). Director, Phoenix National Trust
Company (1996-2002). Director and Vice President, PM
Holdings, Inc. (1985-2002). Director, PHL Associates,
Inc. (1995-2002). Director (1992-2002) and President
(1992-1994), WS Griffith Securities, Inc.

***James M. Oates Served since 31 Chairman and Director, IBEX Capital Markets Inc.
Hudson Castle Group, Inc. 1993. (financial services) (1997-present). Managing Director,
150 Federal Street Wydown Group (consulting firm) (1994-present). Director,
Suite 1000 Investors Financial Service Corporation (1995-present),
Boston, MA 02109 Investors Bank & Trust Corporation (1995-present),
DOB: 5/31/46 Plymouth Rubber Co. (1995-present), Stifel Financial
(1996-present), Connecticut River Bancorp (1998-present),
Connecticut River Bank (1999-present) and Trust Company
of New Hampshire (2002-present). Director and Treasurer,
Endowment for Health, Inc. (2000-present). Chairman,
Emerson Investment Management, Inc. (2000-present).
Investment Committee, New Hampshire Charitable Foundation
(2001-present). Vice Chairman, Massachusetts Housing
Partnership (1994-1999). Director, Blue Cross and Blue
Shield of New Hampshire (1994-1999), AIB Govett Funds
(1991-2000), Command Systems, Inc. (1998-2000). Phoenix
Investment Partners, Ltd. (1995-2001) and 1Mind, Inc.
(1999-2001).

* Ms. LaMarche is an "interested person," as defined in the 1940 Act, by
reason of her position as Director of The Phoenix Companies, Inc. and Phoenix
Life Insurance Company.

** Mr. McLoughlin is an "interested person," as defined in the 1940 Act, by
reason of his relationship with The Phoenix Companies, Inc. and its affiliates.

*** Mr. Oates is being treated as an Interested Trustee due to certain business
and financial relationships and investments existing among Mr. Oates, Hudson
Castle Group, Inc. and Phoenix and certain of its affiliates. Management
reserves the right to reassess Mr. Oates' status as circumstances warrant.

OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES

POSITION(S) HELD
WITH TRUST AND
NAME, ADDRESS AND LENGTH OF TIME PRINCIPAL OCCUPATION(S)
DATE OF BIRTH SERVED DURING PAST 5 YEARS

John F. Sharry Executive Vice President, Private Client Group (1999-present), Executive Vice
DOB: 3/28/52 President President, Retail Division (1997-1999), Phoenix Investment Partners,
since 1998. Ltd. President, Private Client Group, Phoenix Equity Planning
Corporation (2000-present). Executive Vice President, certain funds
within the Phoenix Fund Complex (1998-present).

Francis G. Waltman Senior Vice Vice President, Chief Administrative Officer (2004-present), Senior
DOB: 7/27/62 President since Vice President, Chief Administrative Officer. Private Client Group
May 2004 (1999-2004), Phoenix Investment Partners, Ltd. Senior Vice President,
certain funds within the Phoenix Fund Complex (May 2004-present).

Nancy G. Curtiss Treasurer Vice President, Fund Accounting, Phoenix Equity Planning Corporation
DOB: 11/24/52 since 1996. (1994-present). Treasurer, certain funds within the Phoenix Fund
Complex (1994-present).

Matthew A. Swendiman Chief Legal to come
One American Row Officer and
Hartford, CT 06102 Secretary
DOB: 11/14/58 since 2004.

COMMITTEES OF THE BOARD

The Board of Trustees has established several standing committees to oversee
particular aspects of the Funds' management. They are:

The Audit Committee. The Audit Committee is responsible for overseeing the
Funds' accounting and auditing policies and practices. The Committee reviews the
Funds' financial reporting procedures, their system of internal control, the
independent audit process, and the funds' procedures for monitoring compliance
with investment restrictions and applicable laws and regulations and with the
Code of Ethics. The Audit Committee is composed entirely of Independent
Trustees; its members are E. Virgil Conway, Everett L. Morris, Richard E.
Segerson and Lowell P. Weicker, Jr. The Committee met four times during the
Trust's last fiscal year.

The Executive Committee. The function of the Executive Committee is to serve
as a contract review, compliance review and performance review delegate of the
full Board of Trustees. Its members are E. Virgil Conway, Harry Dalzell-Payne,
Philip R. McLoughlin, Geraldine M. McNamara, Everett L. Morris and James M.
Oates. The Committee met six times during the Trust's last fiscal year.

The Nominating Committee. The Nominating Committee is responsible for
nominating individuals to serve as trustees, including as Independent Trustees.
The Nominating Committee is composed entirely of Independent Trustees; its
members are Harry Dalzell-Payne and Leroy Keith, Jr. The Committee does not
currently have a policy regarding whether it will consider nominees recommended
by shareholders. The Committee met twice times during the Trust's last fiscal
year.

COMPENSATION

Trustees who are not interested persons of the Trust receive an annual
retainer and fees and expenses for attendance at Board and Committee meetings.
Officers of the Trust and Trustees who are interested persons of the Trust
receive no compensation directly from the Trust for performing the duties of
their offices, but are compensated for their services by the adviser. The Trust
does not have any retirement plan for its Trustees.

For the Trust's fiscal year ended June 30, 2004, the Trustees received the
following compensation:

Total Compensation
From Trust and
Aggregate Fund Complex
Compensation (41 Funds)
Name From Trust Paid to Trustees
---- ---------- ----------------
E. Virgil Conway $3,864 $164,063
Harry Dalzell-Payne $2,862 $138,625
Leroy Keith, Jr. $2,564 $ 63,750
Philip R. McLoughlin $ -- $ --
James M. Oates $3,983 $106,125
Richard E. Segerson $3,170 $ 80,125
Lowell P. Weicker, Jr. $3,010 $ 73,500
Everett L. Morris $3,449 $159,513
Francis E. Jeffries $2,292 $108,500
Geraldine M. McNamara $2,676 $126,022
Marilyn E. LaMarche $2,272 $ 59,250
S. Leland Dill $ 685 $ 53,000
Donald B. Romans $ 685 $ 53,000

- ----------------------
* This compensation or a portion thereof, (and the earnings thereon) was
deferred pursuant to the Deferred Compensation Plan. At June 30, 2004, the total
amount of deferred compensation (including interest and other accumulation
earned on the original amounts deferred) accrued for those Trustees who are
participating or have participated in the Deferred Compensation Plan are as
follows: Mr. Jeffries, $425,688, Ms. McNamara, $121,832, Mr. Morris, $296,296
and Mr. Segerson, $108,430, respectively. At present, by agreement among the
Trust, Phoenix Investment Partners, Ltd. ("PXP") and the electing Trustee,
Trustee fees that are deferred are paid by the Trust to PXP. The liability for
the deferred compensation obligation appears only as a liability of PXP, and not
of the Trust.

TRUSTEE OWNERSHIP OF SECURITIES

Set forth in the table below is the dollar range of equity securities owned
by each Trustee as of December 31, 2003:

Aggregate Dollar Range of Trustee
Ownership in all Funds Overseen
Dollar Range of Equity by Trustee in Family of
Name of Trustee Securities in the Mid-Cap Value Fund Investment Companies
--------------- ------------------------------------ --------------------

E. Virgil Conway None $1-$10,000
Harry Dalzell-Payne None None
S. Leland Dill None None
Francis E. Jeffries None $50,001-$100,000
Leroy Keith, Jr. None Over $100,000
Marilyn E. LaMarche None None
Philip R. McLoughlin $1-$10,000 Over $100,000
Geraldine M. McNamara None $50,001-$100,000
Everett L. Morris None Over $100,000
James M. Oates None Over $100,000
Donald B. Romans None None
Richard E. Segerson None Over $100,000
Lowell P. Weicker, Jr. None None

On September, 2004, the Trustees and officers of the Funds beneficially owned
less than 1% of the outstanding shares of the Fund.

OTHER INFORMATION

CAPITAL STOCK

The Trust was originally incorporated in New York in 1956 and on January 13,
1992 was reorganized as a Massachusetts business trust under the name of
"National Worldwide Opportunities Fund." The Trust's name was changed on June
30, 1993 to "Phoenix Worldwide Opportunities Fund" to reflect the purchase of
the former adviser by The Phoenix Companies, Inc. and the affiliation with the
other Phoenix Funds. Effective December 16, 1998, the Trust's name was changed
to Phoenix-Aberdeen Worldwide Opportunities Fund. The Trust was reorganized as a
Delaware business trust in October 2000. Effective June 28, 2004, 2004 the Trust
changed its name to Phoenix Equity Trust and the Trustees designated the
Phoenix-Aberdeen Worldwide Opportunities Fund as a series of the Trust and
authorized an additional series of the Trust, the Phoenix Mid-Cap Value Fund
series.

The capitalization of the Trust consists solely of an unlimited number of
shares of beneficial interest. The Trust currently offers shares in two series
which have different classes. Holders of shares of each Fund have equal rights
with regard to voting, redemptions, dividends, distributions, and liquidations
with respect to that Fund. Shareholders vote on the election of Trustees. On
matters affecting an individual class (such as approval of matters relating to a
Plan of Distribution for a particular class of shares), a separate vote of that
class is required. The Trust does not hold regular meetings of shareholders. The
Trustees will call a meeting when at least 10% of the outstanding shares so
request in writing. If the Trustees fail to call a meeting after being so
notified, the Shareholders may call the meeting. The Trustees will assist the
shareholders by identifying other shareholders or mailing communications, as
required under Section 16(c) of the 1940 Act.

Shares are fully paid, no assessable, redeemable and fully transferable when
they are issued. Shares do not have cumulative voting rights, preemptive rights
or subscription rights. The assets received by the Trust for the issue or sale
of shares of the Funds, and any class thereof and all income, earnings, profits
and proceeds thereof, are allocated to the Funds, and classes, respectively,
subject only to the rights of creditors, and constitute the underlying assets of
the Funds or classes. The underlying assets of the Funds are required to be
segregated on the books of account, and are to be charged with the expenses in
respect to the Funds and with a share of the general expenses of the Trust. Any
general expenses of the Trust not readily identifiable as belonging to a
particular class will be allocated by or under the direction of the Trustees as
they determine fair and equitable.

Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a business trust such as the Trust may be personally liable for
debts or claims against the Trust. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Trust. The Declaration of Trust provides for indemnification
out of the Trust property for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability, which
is considered remote, is limited to circumstances in which the Trust itself
would be unable to meet its obligations.

FINANCIAL STATEMENTS

The Financial Statements for the Worldwide Opportunities Fund for the fiscal
year ended June 30, 2004, appearing in the Fund's 2004 Annual Report to
Shareholders, are incorporated herein by reference.

REPORTS TO SHAREHOLDERS

The fiscal year of the Funds ends on June 30. The Funds will send financial
statements to their shareholders at least semi-annually. An annual report,
containing financial statements audited by the Funds' independent registered
public accounting firm, will be sent to shareholders each year, and is available
without charge upon request.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, serves as the
independent registered public accounting firm for the Funds (the "Accountants").
The Accountants audit the Funds' annual financial statements and express an
opinion thereon.

CUSTODIAN AND TRANSFER AGENT

Brown Brothers Harriman & Co., having its principal place of business at 40
Water Street, Boston, Massachusetts 02109, serves as custodian of the
Phoenix-Aberdeen Worldwide Opportunities Fund's assets. State Street Bank and
Trust Company, P.O. Box 351, Boston, MA 02101 serves as custodian of the Phoenix
Mid-Cap Value Fund's assets.

Pursuant to a Transfer Agent and Service Agreement with the Phoenix Funds,
Equity Planning, located at 56 Prospect Street, P.O. Box 150480, Hartford, CT
06115-0480, acts as Transfer Agent for the Funds (the "Transfer Agent"). As
compensation, Equity Planning receives a fee equivalent to $17.95 for each
designated shareholder account plus out-of-pocket expenses. The Transfer Agent
is authorized to engage subagents to perform certain shareholder servicing
functions from time to

time for which such agents shall be paid a fee by the Funds or Transfer Agent.
Fees paid by the Funds, in addition to the fee paid to Equity Planning, will be
reviewed and approved by the Board of Trustees.

PART C

PHOENIX EQUITY TRUST
(formerly Phoenix Aberdeen Worldwide Opportunities Fund)

PART C
OTHER INFORMATION

Item 15. Indemnification

The Agreement and Declaration of Trust dated August 17, 2000 and the
Bylaws of the Registrant provide that no trustee or officer will be indemnified
against any liability to which the Registrant would otherwise be subject by
reason of or for willful misfeasance, bad faith, gross negligence or reckless
disregard of such person's duties. The Management Agreement, Underwriting
Agreement, Custody Agreement and Transfer Agency Agreement each provides that
the Trust will indemnify the other party (or parties, as the case may be) to the
agreement for certain losses.

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

Item 16. Exhibits

(1)(a) Agreement and Declaration of Trust of the Registrant, dated August
17, 2000, filed via EDGAR with Post-Effective Amendment No. 69 (File
No. 002-16590) on October 30, 2000 and incorporated herein by
reference.

(2) Bylaws of the Registrant filed via EDGAR with Post-Effective
Amendment No. 69 (File No. 002-16590) on October 30, 2000 and
incorporated herein by reference.

(3) Not Applicable.

(4) Agreement and Plan of Reorganization (included as Exhibit A to the
Prospectus/Proxy Statement contained in Part A of this Registration
Statement).

(5) Reference is hereby made to Registrant's Agreement and Declaration of
Trust referenced in Exhibit 1 above and Registrant's Bylaws
referenced in Exhibit 2 above.

(6)(a) Amended and Restated Investment Advisory Agreement between Registrant
and Phoenix Investment Counsel, Inc. dated November 20, 2002, as
filed via EDGAR on Form N-1A on October 28, 2003 with Post-Effective
Amendment No. 74 (File No. 002-16590) and incorporated herein by
reference.

(6)(b) Form of First Amendment to the Amended and Restated Investment
Advisory Agreement between Registrant and Phoenix Investment Counsel,
Inc. filed herewith.

(6)(c) Subadvisory Agreement between Phoenix Investment Counsel, Inc. and
Aberdeen Fund Managers, Inc. now known as Aberdeen Asset Management
dated October 27, 1998, as filed via

C-1

EDGAR on Form N-1A on December 15, 1998 with Post-Effective Amendment
No. 66 (File No. 002-16590) and incorporated herein by reference.

(6)(d) Amendment to Sub-Advisory Agreement between Phoenix Investment
Counsel, Inc. and Aberdeen Fund Managers, Inc. now known as Aberdeen
Asset Management dated November 20, 2002, as filed via EDGAR on Form
N-1A on October 28, 2003 with Post-Effective Amendment No. 74 (File
No. 002-16590) and incorporated herein by reference.

(6)(e) Form of Subadvisory Agreement between the Registrant, Phoenix
Investment Counsel, Inc. and Sasco Capital, Inc. filed herewith.

(7)(a) Underwriting Agreement between Registrant and Phoenix Equity
Planning Corporation dated November 19, 1997, as filed via EDGAR on
Form N-1A on October 6, 1998 with Post-Effective Amendment No. 64
(File No. 002-16590) and incorporated herein by reference.

(7)(b) Updated Form of Sales Agreement between Phoenix Equity Planning
Corporation and dealers, as filed via EDGAR on Form N-1A on October
28, 2003 with Post-Effective Amendment No. 74 (File No. 002-16590)
and incorporated herein by reference.

(8) Not Applicable.

(9)(a) Master Custodian Contract between Registrant and State Street Bank
and Trust Company dated May 1, 1997 filed herewith.

(9)(b) Amendment dated February 10, 2000 to Master Custodian Contract dated
May 1, 1997 between Registrant and State Street Bank and Trust
Company filed herewith.

(9)(c) Amendment effective July 2, 2001 to Master Custodian Contract dated
May 1, 1997 between Registrant and State Street Bank and Trust
Company filed herewith.

(9)(d) Amendment effective May 10, 2002 to Master Custodian Contract dated
May 1, 1997 between Registrant and State Street Bank and Trust
Company filed herewith.

(10)(a) Amended and Restated Distribution Plan Pursuant to Rule 12b-1 for
Class A Shares as filed via EDGAR on Form N-1A (File No. 002-16590)
on October 24, 1997 with Post-Effective Amendment No. 63 and
incorporated herein by reference.

(10)(b) First Amendment of Phoenix Aberdeen Worldwide Opportunities Fund to
the Amended and Restated Distribution Plan for Class A Shares, as
filed via EDGAR on Form N-1A (File No. 002-16590) on October 28, 2003
with Post-Effective Amendment No. 74 and incorporated herein by
reference.

(10)(c) Distribution Plan Pursuant to Rule 12b-1 for Class C Shares as filed
via EDGAR Form N-1A (File No. 002-16590) on August 7, 2000 with
Post-Effective Amendment No. 68 and incorporated herein by reference.

(10)(d) 2004 Amended and Restated Rule 18f-3 Multi-Class Distribution Plan
adopted August 17, 2004 filed herewith.

(10)(e) First Amendment to the 2004 Amended and Restated Rule 18f-3
Multi-Class Distribution Plan adopted August 17, 2004 filed herewith.

(11) Opinion and Consent of Matthew A. Swendiman, Esq. with respect to the
legality of the shares being issued, filed herewith.

C-2

(12) Opinion and Consent of Foley & Lardner LLP with respect to a tax free
reorganization (to be filed by Amendment).

(13)(a) Transfer Agency and Service Agreement between Registrant and Phoenix
Equity Planning Corporation, dated June 1, 1994, as filed via EDGAR
on Form N-1A (File No. 002-16590) with Post-Effective Amendment No.
63 on October 24, 1997 and incorporated herein by reference.

(13)(a)(1) First Amendment to Transfer Agency and Service Agreement between
Registrant and Phoenix Equity Planning Corporation dated February 28,
2004 filed herewith.

(13)(b) Sub-Transfer Agent Agreement: Sub-Transfer Agency and Service
Agreement between Phoenix Equity Planning Corporation and State
Street Bank and Trust Company, effective June 1, 1994, as filed via
EDGAR on Form N-1A (File No. 002-16590) with Post-Effective Amendment
No. 64 on October 6, 1998 and incorporated herein by reference.

(13)(c) Amended and Restated Financial Agent Agreement between Registrant and
Phoenix Equity Planning Corporation, dated November 19, 1997, as
filed via EDGAR with Form N-1A (File No. 002-16590) with
Post-Effective Amendment No. 64 on October 6, 1998 and incorporated
herein by reference.

(13)(d) First Amendment to the Amended and Restated Financial Agent Agreement
between Registrant and Phoenix Equity Planning Corporation, dated
March 23, 1998, as filed via EDGAR with Form N-1A (File No.
002-16590) with Post-Effective Amendment No. 64 on October 6, 1998
and incorporated herein by reference.

(13)(e) Second Amendment to the Amended and Restated Financial Agent
Agreement between Registrant and Phoenix Equity Planning Corporation,
dated July 31, 1998, as filed via EDGAR with Form N-1A (File No.
002-16590) with Post-Effective Amendment No. 64 on October 6, 1998
and incorporated herein by reference.

(13)(f) Third Amendment to the Amended and Restated Financial Agent Agreement
between Registrant and Phoenix Equity Planning Corporation dated
January 1, 2003, as filed via EDGAR with Form N-1A (File No.
002-16590) with Post-Effective Amendment No. 74 on October 28, 2003
and incorporated herein by reference.

(13)(g) Form of Fourth Amendment to the Amended and Restated Financial Agent
Agreement between Registrant and Phoenix Equity Planning Corporation
filed herewith.

(13)(h) Codes of Ethics of the Fund, the Adviser and the Distributor filed
herewith.

(14) Consent of PricewaterhouseCoopers LLP, filed herewith.

(15) Not Applicable.

(16) Powers of Attorney filed herewith.

(17)(a) Form of Proxy Card for FMI Sasco Contrarian Value Fund filed
herewith.

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

C-3

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial
bona fide offering of them.

(3) The undersigned Registrant agrees to file, by post-effective amendment, an
Opinion of Counsel or a copy of an IRS ruling supporting the tax
consequences of the Reorganization within a reasonable time after receipt
of such opinion or ruling.

C-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of the Registrant in the City
of Hartford and State of Connecticut on the 21st day of September 2004.

PHOENIX EQUITY TRUST

By:/s/ Philip R. McLoughlin
---------------------------
Name: Philip R. McLoughlin
Title: President

As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated as of the 21st day of September 2004.

Signature Title
- --------- -----

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

Treasurer
/s/Nancy G. Curtiss (Principal Financial and
- -------------------------------------------------- Accounting Officer)
Nancy G. Curtiss*

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

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

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

- -------------------------------------------------- Trustee
Marilyn E. LaMarche*

/s/ Philip R. McLoughlin President and Trustee
- -------------------------------------------------- (Principal Executive
Philip R. McLoughlin* Officer)

- -------------------------------------------------- Trustee
Geraldine M. McNamara*

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

S-1

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

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

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

*/s/ Philip R. McLoughlin
-------------------------------------------------
*Pursuant to powers of attorney, filed herewith.

S-2

Index to Exhibits
-----------------

(6)(b) Form of First Amendment to Amended and Restated Investment Agreement
(6)(e) Form of Subadvisory Agreement

(9)(a) Master Custodian Contract
(9)(b) Amendment to Master Custodian Contract
(9)(c) Amendment to Master Custodian Contract
(9)(d) Amendment to Master Custodian Contract

(10)(d) 2004 Amended and Restated Rule 18f-3 Multi-Class Distribution Plan
(10)(e) First Amendment to the 2004 Amended and Restated Rule 18f-3
Multi-Class Distribution Plan

(11) Opinion and Consent Matthew A. Swendiman

(13)(a)(1)First Amendment to Transfer Agency and Service Agreement
(13)(g) Fourth Amendment to the Amended and Restated Financial Agent Agreement
(13)(h) Code of Ethics

(14) Consent of PricewaterhouseCoopers LLP

(16) Powers of Attorney

(17)(a) Form of Proxy Card