PHOENIX EDGE SERIES FUND, PRES14A, 1999-10-15

PHOENIX EDGE SERIES FUND
PRES14A, 1999-10-15

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934

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

Check the appropriate box:

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

THE PHOENIX EDGE SERIES FUND
(Name of Registrant as Specified in its Charter)
NANCY J. ENGBERG
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (Set forth the
amount on which the filing fee is calculated and state how
it was determined.)
4) Proposed maximum aggregate value of transaction:

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

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

<PAGE>

THE PHOENIX EDGE SERIES FUND

101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

10:00 A.M., TUESDAY
NOVEMBER 16, 1999
To the Shareholders:

A Special Meeting of Shareholders of The Phoenix Edge Series Fund (the
"Fund") will be held in the offices of the Fund, 101 Munson Street, Greenfield,
Massachusetts 01301, on Tuesday, November 16, 1999, at 10:00 a.m. for the
following purposes:

TO BE VOTED UPON BY ALL SHAREHOLDERS

OF THE FUND

(1) To reconstitute the board of trustees so as to fix at 6 the number of
trustees, and to elect 6 trustees to such board;

TO BE VOTED UPON ONLY BY SHAREHOLDERS OF

THE PHOENIX-SCHAFER MID-CAP VALUE SERIES

(2) To approve or not approve an investment advisory agreement with
Phoenix Variable Advisors, Inc. (see Exhibit A) and a subadvisory
agreement between Phoenix Variable Advisors, Inc. and Schafer Capital
Management, Inc. (see Exhibit B);

TO BE VOTED UPON ONLY BY SHAREHOLDERS OF

THE PHOENIX RESEARCH ENHANCED INDEX SERIES

(3) To approve or not approve an investment advisory agreement with
Phoenix Variable Advisors, Inc. (see Exhibit A) and a subadvisory
agreement between Phoenix Variable Advisors, Inc. and J.P. Morgan
Investment Management, Inc. (see Exhibit C);

(4) To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.

These proposals are discussed in detail in the attached Proxy Statement.

<PAGE>

The enclosed proxy is being solicited by the Board of Trustees of
the Fund.

As a convenience to Contract Owners and Policyholders, you can now vote
in any one of four ways:

- Through the Internet at www.proxyvote.com;

- By telephone, with a toll-free call to ADP, the Trust's proxy
tabulator, at 1-800-690-6903;

- By mail, with the enclosed proxy;

- In person at the meeting.

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

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

By Order of the Board of Trustees,

G. JEFFREY BOHNE, Secretary

Greenfield, Massachusetts
October 25, 1999

<PAGE>

THE PHOENIX EDGE SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301

PROXY STATEMENT

A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 1999

The enclosed proxy is solicited by the Board of Trustees of The Phoenix
Edge Series Fund (the "Fund") for use at the Special Meeting of Shareholders to
be held on Tuesday, November 16, 1999, and at any adjournment thereof.
Shareholders of record at the close of business October 8, 1999, are entitled to
notice of and to vote at the Special Meeting and any adjournment thereof. On
that date there were issued and outstanding 217,039,573 shares of the Fund,
each of which is entitled to vote on their respective issues, with proportionate
voting for fractional shares. The record owners of the shares of each Series of
the Fund are the Phoenix Home Life Variable Universal Life Account (the "VUL
Account"), which funds Variable Life Insurance Policies ("Policies"), and the
Phoenix Home Life Variable Accumulation Account and the PHL Variable
Accumulation Account (collectively, the "VA Accounts"), which fund Variable
Annuity Contracts ("Contracts").

The Policies and Contracts are offered by Phoenix Home Life Mutual
Insurance Company ("Phoenix") or its subsidiary, PHL Variable Insurance Company
("PHL Variable"). In accordance with its view of applicable law, Phoenix or PHL
Variable will vote the shares of each Series of the Fund based on instructions
received from owners of the Policies ("Policyholders") and owners of the
Contracts ("Contract Owners"). When sufficient instructions representing the
majority of the votes required in favor of the items set forth in the attached
Notice of the meeting ("Sufficient Instructions") have been received, Phoenix
will vote shares for which it has not received instructions in the same
proportion as it votes shares for which it has received instructions. In
connection with the solicitation of such instructions from Policyholders and
Contract Owners, Phoenix will furnish a copy of this Proxy Statement to
Policyholders and Contract Owners. Each Contract Owner or Policyholder
(collectively referred to herein as "shareholders") of record at the close of
business on October 8, 1999, is entitled to notice of the meeting and to
instruct Phoenix with respect to how to vote at the meeting or any adjourned
session.

<PAGE>

No Policyholder or Contract Owner, to the knowledge of the Fund, owns
Policies or Contracts which are funded by more than five percent of the
outstanding voting shares of the Fund or of any Series. Each Policyholder and
Contract Owner will be entitled to instruct Phoenix with respect to one vote for
each $100 of cash value (and fractional votes corresponding to any fractional
values) under a Policy or Contract registered in his or her name on VUL Account
or VA Account books on the record date.

All shares will be voted on Proposal 1, and only shares of the
Phoenix-Schafer Mid-Cap Series will be voted on Proposal 2, and only shares of
the Phoenix Research Enhanced Index Series will be voted on Proposal 3. All
shares represented by duly executed proxies will be voted in accordance with the
instructions marked thereon. If a duly executed proxy does not specify a choice
between approval or disapproval of, or abstention with respect to, any proposal,
the shares represented by the proxy will be voted in favor of the proposal. Any
shareholder executing a proxy has the power to revoke it at any time before it
is exercised by executing and submitting to the Fund a later-dated proxy or
written notice of revocation or by attending the meeting and voting in person.

In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix or one of its affiliated companies may solicit proxies
personally or by telephone or telegram. Banks, brokers, fiduciaries and nominees
will, upon request, be reimbursed by Phoenix or PHL Variable for their
reasonable expenses in sending proxy materials. The cost of solicitation of
proxies will be borne by Phoenix or PHL Variable.

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

This Proxy Statement and the enclosed form of proxy are first being
mailed to shareholders on or about October 25, 1999.

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<PAGE>

A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT WILL BE FURNISHED, WITHOUT
CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO HEIDY PAGAN, PHOENIX VARIABLE
PRODUCTS OPERATIONS, P. O. BOX 8027, BOSTON, MA 02266-8027. SHAREHOLDERS MAY
ALSO CALL HEIDY PAGAN TOLL-FREE AT (800) 541-0171.

SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On October 8, 1999, there were 217,039,573 issued and outstanding shares
of beneficial interest of the Fund and as of such date Phoenix or PHL Variable,
One American Row, Hartford, Connecticut, held of record and beneficially owned
under a Contract or Policy 700,754 shares of beneficial interest of the
Fund, or less than 1% of the voting securities of the Fund then outstanding.

On October 8, 1999, no shares of beneficial interest of the Fund
were held of record or beneficially owned under a Contract or Policy by any
Trustee or nominee for election as Trustee or by any executive officer of the
Fund.

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<PAGE>

PROPOSALS

PROPOSAL NO. 1

TO RECONSTITUTE THE BOARD OF TRUSTEES SO AS TO FIX AT 6 THE NUMBER OF TRUSTEES,
AND TO ELECT 6 TRUSTEES TO SUCH BOARD.

(TO BE VOTED UPON BY ALL SHAREHOLDERS OF THE FUND)

At a meeting of the Board of Trustees (the "Trustees") held on August 25,
1999, the Trustees heard a presentation by Fund management that described
differences between The Phoenix Edge Series Fund and the other Phoenix Funds.
The Phoenix Edge Series Fund is the funding vehicle for the variable life and
annuity products of Phoenix Home Life Mutual Insurance Company and its insurance
subsidiaries ("Phoenix"). Currently, Phoenix Investment Counsel ("PIC") is the
advisor to 13 of the 15 series of The Phoenix Edge Series Fund. Eleven of those
13 and the remaining two series are managed by PIC and/or an affiliate of PIC.
Increasingly, however, the strategy required to be a successful variable product
funding vehicle is to retain independent unaffiliated subadvisors to provide
specialized management services to the Fund under the name of the subadvisor.
J.P. Morgan and Schafer Capital Management already subadvise two series of the
Fund and it is proposed that other unaffiliated subadvisors be appointed to
manage several new series of the Fund.

In light of these strategic changes in Phoenix's variable life and
annuity business, the role and responsibilities of the Board are changing. The
focus of a Board that overseas funds that are managed by multiple, unaffiliated
subadvisors is significantly different from that of the Board today. Moreover,
the differences between Policy and Contract owners, who are the ultimate parties
in interest in The Phoenix Edge Series Fund, and investors in retail mutual
funds further distinguish The Phoenix Edge Series Fund and the other Phoenix
Funds. After a full discussion of the issues, the Board concluded that a
separate Board of Trustees would be in the best interests of the shareholders of
The Phoenix Edge Series Fund.

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<PAGE>

Accordingly, it is proposed that a new Board, separate and distinct from
that of the other Phoenix Funds, be constituted for The Phoenix Edge Series
Fund. It is proposed that upon the election of the new Board, the members of the
current Board would resign as Trustees of The Phoenix Edge Series Fund. It is
further recommended that the new Board consist of 6 trustees. Six
individuals have been nominated as trustees and are to be voted upon at this
special meeting.

The Nominating Committee of the current Board of Trustees has proposed
candidates to fill 6 trustees' positions on the new Board. The persons named
in the enclosed proxy intend, unless authority is withheld, to vote for fixing
the number of Trustees at 6 and for the election as Trustees of the nominees
named below. The Trustees are recommending that the shareholders fix the number
of Trustees at 6 and elect the persons whom they have nominated for
election.

Each of the nominees has agreed to serve as a Trustee if elected. If, at
the time of the meeting, any nominee should be unavailable for election (which
is not presently anticipated), the persons named as proxies may vote for other
persons in their discretion. Trustees will hold office until the earlier of
their retirement or the next annual meeting of shareholders and the selection
and qualification of their successors. Executive officers were elected by the
Board of Trustees on May 27, 1998 and will hold office until the first meeting
of the Board of Trustees following this special meeting of shareholders or until
their successors are chosen and qualified.

The following table sets forth information as to the principal
occupations during the past five years of nominees for election as Trustees and
of the Fund's executive officers and also sets forth information as to certain
other directorships held by nominees for election as Trustees.

NOMINEES FOR ELECTION AS TRUSTEES

EUNICE S. GROARK, Director, Member Audit Committee and Executive
Committee, Chair, Trust Committee, Peoples Bank, CT (since 1995). Visiting
Professor in Government, Wesleyan University (since 1997). Columnist,
Journal-Inquirer (since 1995). Fellow, Institute of Politics, Kennedy
School, Harvard University (1996). Adjunct Professor, Hartford College for
Women, University of Hartford (1996). Lieutenant Governor of the State of
Connecticut (1991-1995).

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<PAGE>

JOHN A. FABIAN, retired; previously Chief Investment Officer, Home Life
Insurance Company (1982-1992); Executive Vice President, Investment Department,
Phoenix Home Life Mutual Insurance Company (1992-1994).

TIMOTHY P. SHRIVER, Chair, Collaborative for the Advancement of Social
and Emotional Learning. Co-Chair, Advisory Panel on Youth Service for
General Colin Powell's "America's Promise" - The President's Summit on
Youth. Director Chair, The Shriver Center National Advisory Board, The
University of Maryland Baltimore County (since 1996). Director, The John
F. Kennedy Library Foundation, (since 1993). Director, Amistad America,
Inc. (since 1998). Director, Education Compact for Learning & Citizenship
(since 1998). President and CEO, Special Olympics International (since
1996). Co-Producer, Amistad film (1997). President, 1995 Special Olympic
World Games (1992-1995).

*SIMON Y. TAN, Senior Vice President, Individual Market Development,
Phoenix Home Life Mutual Insurance Company (since 1994).

JOHN R. MALLIN, Director, Hartford Ballet. Past President/Director,
Connecticut Down Syndrome Congress. Past President/Chairman, Corporate
Advisory Committee of the Connecticut Rivers Council, Boy Scouts of
America, Past Chairman, Scouting Unlimited Committee, Past Officer, Long
Rivers Council. Director/Treasurer, Connecticut Chapter of the Harvard Law
School Association. Director, Business for Downtown Hartford. Partner,
Cummings & Lockwood (since 1996). Partner, Corcoran, Mallin & Asresco,
P.C. (1987-1996).

FRANK M. ELLMER, Retired; previously Audit Partner and Past Regional
Director of Health Care, Ernst & Young, LLP (partner since 1978).

*Indicates that the nominee is an "interested person" of the Fund, as that term
is defined in the Investment Company Act of 1940.

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<PAGE>

PROPOSAL NO. 2

TO APPROVE OR NOT APPROVE AN INVESTMENT ADVISORY AGREEMENT WITH PHOENIX
VARIABLE ADVISORS, INC. AND A SUBADVISORY AGREEMENT BETWEEN PHOENIX
VARIABLE ADVISORS, INC. AND SCHAFER CAPITAL MANAGEMENT, INC.

(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF
THE PHOENIX-SCHAFER MID-CAP VALUE SERIES)

DESCRIPTION OF THE INVESTMENT ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") will serve as investment advisor
to The Phoenix Edge Series Fund. The principal office of PVA is located at One
American Row, P.O. Box 5056, Hartford, Connecticut 06102-5056. All of the
outstanding shares of the Advisor are owned by PM Holdings Inc. which is a
wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company. The
principal offices of Phoenix Home Life and PM Holdings are located at One
American Row, Hartford, Connecticut 06102-5056.

PVA has been established to be the investment advisor for those series of
The Phoenix Edge Series Fund that will be subadvised by unaffiliated investment
managers. PVA's responsibilities will be to provide prompt and intensive review
and evaluation of the performance of each of these subadvisors against its peer
group, and to monitor the manager's consistency with stated investment
strategies and level of risk. PVA will recommend a new subadvisor whenever the
performance of a series becomes substandard for a significant period of time.

THE ADVISORY AGREEMENT
PVA will acts as investment advisor under an Advisory Agreement in
substantial form as shown in Exhibit A ("Advisory Agreement") to be executed
between The Phoenix Edge Series Fund and PVA. Under the Advisory Agreement, PVA
will be entitled to a fee, payable monthly, as follows:

Series Investment Advisory Fee
------ -----------------------

Phoenix-Schafer Mid-Cap
Value Series 1.05%

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<PAGE>

The Advisory Agreement provides that the Advisor shall furnish
continuously an investment program for the Series, and shall manage the
investment and reinvestment of the assets of the Series subject at all times to
the supervision of the Trustees. The Advisor, at its expense, also furnishes to
the Fund adequate office space and facilities and certain administrative
services, including the services of any member of its staff who serves as an
officer of the Fund. All costs and expenses (other than those specifically
referred to as being borne by the Advisor) incurred in the operation of the Fund
are borne by the Fund. Such expenses include, but are not limited to, all
expenses incurred in the operation of the Fund and any public offering of its
shares, including, among others, interest, taxes, brokerage fees and
commissions, fees of Trustees who are not full-time employees of the Advisor or
any of its affiliates, expenses of Trustees' and shareholders' meetings,
including the cost of printing and mailing proxies, expenses of insurance
premiums for fidelity and other coverage, expenses of repurchase and redemption
of shares, expenses of issue and sale of shares (to the extent not borne by the
national distributor under its agreement with the Fund), expenses of printing
and mailing stock certificates representing shares of the Fund, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, bookkeeping, auditing and legal expenses. The Fund
will also pay the fees and bear the expense of registering and maintaining the
registration of the Fund and its shares with the Securities and Exchange
Commission and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing prospectuses and
reports to existing shareholders. Additionally, if authorized by the Trustees,
the Fund will pay for extraordinary expenses and expenses of a non-recurring
nature which may include, but not be limited to, the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Fund is a party. Each Series will pay expenses
incurred in its own operation and will also pay a portion of the Fund's general
administration expenses allocated on the basis of the asset values of each of
the respective series of the Fund.

Under the Advisory Agreement, the Advisor has agreed to reimburse the
Fund monthly for the amount, if any, by which the total operating and management
expenses of any Series (including the Advisor's compensation but excluding
interest, taxes, brokerage fees and commissions, and extraordinary expenses) for
any fiscal year exceed the level of expenses which such Series is permitted to
bear under the most restrictive expense limitation

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<PAGE>

imposed (and not waived) on open-end investment companies by any state in which
shares of such Series are then qualified for sale.

The Advisory Agreement provides that the Advisor shall not be liable to
the Fund or to any shareholder of the Fund for any error of judgment or mistake
of law or for any loss suffered by the Fund or by any shareholder of the Fund in
connection with the matters to which the Advisory Agreement relates, except a
loss resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Advisor in the performance of its duties
thereunder.

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

The proposed Advisory Agreement is identical in all significant respects
to the current Advisory Agreement with PIC.

MANAGEMENT OF THE ADVISOR
The directors of PVA are Robert William Fiondella, Dona Davis Gagliano
Young, and Philip R. McLoughlin. The address of these directors is One American
Row, Hartford, CT 06102-5056. The principal occupations of Mr. Fiondella and Ms.
Young are executive officers of Phoenix. The principal occupation of Mr.
McLoughlin is executive officer of Phoenix Investment Partners, Ltd. Mr.
McLoughlin also serves as a director of Phoenix, a director and officer of PIC
and chairman of the Boards of The Phoenix Edge Series Fund, the Phoenix Equity
Series Fund and several other Phoenix funds.

INFORMATION ABOUT SCHAFER CAPITAL MANAGEMENT, INC.
Schafer Capital Management, Inc. ("Schafer") currently serves as a
subadvisor to the Phoenix Edge Series Fund under an investment subadvisory
agreement between Schafer and Phoenix Investment Counsel, Inc. the current

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investment advisor of that Series. Schafer's principal offices are located at
101 Carnegie Center, Suite 107, Princeton, New Jersey.

Schafer has been engaged in the investment management business since
1981, specializing in long-term investing in the equity markets. Schafer
currently serves as an advisor or subadvisor to a number of other funds having
an investment objective similar to that of the Series. As of December 31, 1998,
Schafer had approximately $1.7 billion in assets under management.

THE SUBADVISORY AGREEMENT
Schafer will act as a subadvisor to The Phoenix Edge Series Fund under a
Subadvisory Agreement in substantively identical form as that currently in place
between Schafer and Phoenix Investment Counsel, Inc. Under the Subadvisory
Agreement, Schafer will be entitled to a fee, payable monthly, of 0.85% (0.80%
excess over $175 million). Exhibit B ("Schafer Advisory Agreement").

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<PAGE>

PROPOSAL NO. 3

TO APPROVE OR NOT APPROVE AN INVESTMENT ADVISORY AGREEMENT WITH PHOENIX
VARIABLE ADVISORS, INC. (SEE EXHIBIT A) AND A SUBADVISORY AGREEMENT BETWEEN
PHOENIX VARIABLE ADVISORS, INC. AND J.P. MORGAN INVESTMENT MANAGEMENT, INC.

(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF
THE PHOENIX RESEARCH ENHANCED INDEX SERIES)

DESCRIPTION OF THE INVESTMENT ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") will serve as investment advisor
to The Phoenix Edge Series Fund. The principal office of PVA is located at One
American Row, Hartford, Connecticut 06102-5056. All of the outstanding shares of
the Advisor are owned by PM Holdings Inc. which is a wholly-owned subsidiary of
Phoenix Home Life Mutual Insurance Company. The principal offices of Phoenix
Home Life and PM Holdings are located at One American Row, Hartford, Connecticut
06102-5056.

Series Investment Advisory Fee
------ -----------------------

Phoenix Research Enhanced
Index Series 0.45%

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<PAGE>

The Advisory Agreement provides that the Advisor shall furnish
continuously an investment program for the Series, and shall manage the
investment and reinvestment of the assets of the Series subject at all times to
the supervision of the Trustees. The Advisor, at its expense, also furnishes to
the Fund adequate office space and facilities and certain administrative
services, including the services of any member of its staff who serves as an
officer of the Fund. All costs and expenses (other than those specifically
referred to as being borne by the Advisor) incurred in the operation of the Fund
are borne by the Fund. Such expenses include, but are not limited to, all
expenses incurred in the operation of the Fund and any public offering of its
shares, including, among others, interest, taxes, brokerage fees and
commissions, fees of Trustees who are not full-time employees of the Advisor or
any of its affiliates, expenses of Trustees' and shareholders' meetings,
including the cost of printing and mailing proxies, expenses of insurance
premiums for fidelity and other coverage, expenses of repurchase and redemption
of shares, expenses of issue and sale of shares (to the extent not borne by the
national distributor under its agreement with the Fund), expenses of printing
and mailing stock certificates representing shares of the Fund, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, bookkeeping, auditing and legal expenses. The Fund
will also pay the fees and bear the expense of registering and maintaining the
registration of the Fund and its shares with the Securities and Exchange
Commission and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing prospectuses and
reports to existing shareholders. Additionally, if authorized by the Trustees,
the Fund will pay for extraordinary expenses and expenses of a nonrecurring
nature which may include, but not be limited to, the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Fund is a party. Each Series will pay expenses
incurred in its own operation and will also pay a portion of the Fund's general
administration expenses allocated on the basis of the asset values of each of
the respective series of the Fund.

Under the Advisory Agreement, the Advisor has agreed to reimburse the
Fund monthly for the amount, if any, by which the total operating and management
expenses of any Series (including the Advisor's compensation, but excluding
interest, taxes, brokerage fees and commissions, and extraordinary expenses) for
any fiscal year exceed the level of expenses which such Series is permitted to
bear under the most restrictive expense limitation

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<PAGE>

imposed (and not waived) on open-end investment companies by any state in which
shares of such Series are then qualified for sale.

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

The proposed Advisory Agreement is identical in all significant respects
to the current Advisory Agreement with PIC.

MANAGEMENT OF THE ADVISOR
The directors of PVA are Robert William Fiondella, Dona Davis Gagliano
Young, and Philip R. McLoughlin. The address of these directors is One American
Row, Hartford, CT 06102-5056. The principal occupationsof Mr. Fiondella and Ms.
Young are executive officers of Phoenix. The principal occupation of Mr.
McLoughlin is executive officer of Phoenix Investment Partners, Inc. Mr.
McLoughlin also serves as a director of Phoenix.

INFORMATION ABOUT J.P. MORGAN INVESTMENT MANAGEMENT, INC.
J.P. Morgan Investment Management, Inc. ("J.P. Morgan") currently serves
as a subadvisor to The Phoenix Edge Series Fund under an investment subadvisory
agreement between J.P. Morgan and Phoenix Investment Counsel, Inc. the current
investment advisor of that Series. J.P. Morgan's principal offices are located
at 522 Fifth Avenue, New York, NY 10036.

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<PAGE>

J.P. Morgan has been in the investment management business since 1984.
And serves as an investment manager for corporate, public and union employee
benefit funds, foundations, endowments, insurance companies, government agencies
and the accounts of other institutional investors, including funds and entities
that may have similar investment objectives as this series. As of December 31,
1998, J.P. Morgan, together with its other investment management affiliates, had
approximately $316 billion in assets under management.

THE SUBADVISORY AGREEMENT
J.P. Morgan will act as a subadvisor to The Phoenix Edge Series Fund
under a Subadvisory Agreement in substantively identical form as that currently
in place between J.P.Morgan and Phoenix Investment Counsel, Inc. Under the
Subadvisory Agreement, J.P. Morgan will be entitled to a fee, payable monthly,
of 0.25% (0.20% excess over $100 million). Exhibit C ("J.P. Morgan Advisory
Agreement").

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

PROPOSALS FOR NEXT MEETING OF SHAREHOLDERS
The next meeting of Shareholders is scheduled to be held in 2001. Proposals by
any Shareholder of the Fund which are intended to be presented at the meeting
must be received by the Fund for inclusion in its proxy statement and form of
proxy relating to such meeting on or before February 15, 2001.

By Order of the Board of Trustees,

G. JEFFREY BOHNE, Secretary

Greenfield, Massachusetts
October 25, 1999

<PAGE>

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT made effective as of the __ day of December, 1999 by and between
The Phoenix Edge Series Fund, a Massachusetts business trust having a place of
business located at 101 Munson Street, Greenfield, Massachusetts (the "Trust")
and Phoenix Variable Advisors, Inc., a Delaware corporation having a place of
business located at One American Row, Hartford, Connecticut (the "Adviser").

WITNESSETH THAT:

1. The Trust hereby appoints the Adviser to act as investment adviser to the
Trust on behalf of the following series of the Trust established and
designated by the Trustees on or before the date hereof, namely the
Phoenix-Schafer Mid-Cap Series and the Phoenix Research Enhanced Index
Series (the "Existing Series"), for the period and on the terms set forth
herein. The Adviser accepts such appointment and agrees to render the
services described in this Agreement for the compensation herein
provided.

2. In the event that the Trustees desire to retain the Adviser to render
investment advisory services hereunder with respect to one or more
additional series ("Additional Series"), the Trust shall notify the
Adviser in writing. If the Adviser is willing to render such services, it
shall notify the Trust in writing, whereupon such Additional Series shall
become subject to the terms and conditions of this Agreement.

3. The Adviser shall furnish continuously an investment program for the
Existing Series and any Additional Series which may become subject to the
terms and conditions set forth herein (sometimes collectively referred to
as the "Series") and shall manage the investment and reinvestment of the
assets of each Series, subject at all times to the supervision of the
Trustees.

4. With respect to managing the investment and reinvestment of the Series'
assets, the Adviser shall provide, at its own expense:

(a) Investment research, advice and supervision;

(b) An investment program for each Series consistent with its investment
objectives;
<PAGE>

(d) Advice and assistance on the general operations of the Trust; and

(e) Regular reports to the Trustees on the implementation of each Series'
investment program.

5. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.

6. The Adviser shall furnish at its own expense, or pay the expenses of the
Trust, for the following:

(a) Office facilities, including office space, furniture and equipment;

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

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

(d) Compensation and expenses, if any, of the Trustees who are also
full-time employees of the Adviser or any of its affiliates; and

(e) Any subadviser recommended by the Adviser and appointed to act on
behalf of the Trust.

7. All costs and expenses not specifically enumerated herein as payable by
the Adviser shall be paid by the Trust. Such expenses shall include, but
shall not be limited to, all expenses (other than those specifically
referred to as being borne by the Adviser) incurred in the operation of
the Trust and any public offering of its shares, including, among others,
interest, taxes, brokerage fees and commissions, fees of Trustees who are
not full-time employees of the Adviser or any of its affiliates, expenses
of Trustees' and shareholders' meetings including the cost of printing
and mailing proxies, expenses of insurance premiums for fidelity and
other coverage, expenses of repurchase and redemption of shares, expenses
of issue and sale of shares (to the extent not borne by its national
distributor under its agreement with the Trust), expenses of printing and
mailing stock certificates representing shares of the Trust, association
membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, bookkeeping, auditing

2
<PAGE>

and legal expenses. The Trust will also pay the fees and bear the expense
of registering and maintaining the registration of the Trust and its
shares with the Securities and Exchange Commission and registering or
qualifying its shares under state or other securities laws and the
expense of preparing and mailing prospectuses and reports to
shareholders. Additionally, if authorized by the Trustees, the Trust
shall pay for extraordinary expenses and expenses of a non-recurring
nature which may include, but not be limited to the reasonable and
proportionate cost of any reorganization or acquisition of assets and the
cost of legal proceedings to which the Trust is a party.

8. For providing the services and assuming the expenses outlined herein, the
Trust agrees that the Adviser shall be compensated by fee, payable
monthly, as follows:

Series Investment Advisory Fee
------ -----------------------
Phoenix-Schafer Mid-Cap
Value Series 1.05%

Phoenix Research Enhanced
Index Series 0.45%

(a) The amounts payable to the Adviser with respect to the respective
Series shall be based upon the average of the values of the net
assets of such Series as of the close of business each day, computed
in accordance with the Trust's Declaration of Trust.

(b) Compensation shall accrue immediately upon the effective date of this
Agreement.

(c) If there is termination of this Agreement during a month, the Series'
fee for that month shall be proportionately computed upon the average
of the daily net asset values of such Series for such partial period
in such month.

(d) The Adviser agrees to reimburse the Trust for the amount, if any, by
which the total operating and management expenses for any Series
(including the Adviser's compensation, pursuant to this paragraph,
but excluding taxes, interest, costs of portfolio acquisitions and
dispositions and extraordinary expenses), for any "fiscal year"
exceed the level of expenses which such Series is permitted to bear
under the most restrictive expense limitation (which is not waived by
the State) imposed on open-end investment companies by any state in
which shares of such Series are then qualified. Such reimbursement,
if any, will be made by the Adviser to the Trust within five days
after the end of each month. For the purpose of this

3
<PAGE>

subparagraph (d), the term "fiscal year" shall include the portion
of the then current fiscal year which shall have elapsed at the date
of termination of this Agreement.

9. The services of the Adviser to the Trust are not to be deemed exclusive,
the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder
and subject to the prior approval of the Trustees and subject farther to
compliance with applicable provisions of the Investment Company Act of
1940, as amended, the Adviser may appoint one or more agents to perform
any of the functions and services which are to be provided under the
terms of this Agreement upon such terms and conditions as may be mutually
agreed upon among the Trust, the Adviser and any such agent.

10. The Adviser shall not be liable to the Trust or to any shareholder of the
Trust for any error of judgment or mistake of law or for any loss
suffered by the Trust or by any shareholder of the Trust in connection
with the matters to which this Agreement relates, except a loss resulting
from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Adviser in the performance of its duties
hereunder.

11. It is understood that:

(a) Trustees, officers, employees, agents and shareholders of the Trust
are or may be "interested persons" of the Adviser as directors,
officers, stockholders or otherwise;

(b) Directors, officers, employees, agents and stockholders of the
Adviser are or may be "interested persons" of the Trust as Trustees,
officers, shareholders or otherwise; and

12. This Agreement shall become effective with respect to the Existing Series
as of the date stated above (the "Contract Date") and with respect to any
Additional Series, on the date specified in the notice to the Trust from
the Adviser in accordance with paragraph 2 hereof that the Adviser is
willing to serve as Adviser with respect to such Additional Series.
Unless terminated as herein provided, this Agreement shall remain in full
force and effect for a period of two years following the Contract Date,
and, with respect to each Additional Series, until the next anniversary
of the Contract Date following the date on which such Additional Series
became subject to the terms and conditions of this

4
<PAGE>

Agreement and shall continue in full force and effect for periods of one
year thereafter with respect to each Series so long as (a) such
continuance with respect to any such Series is approved at least annually
by either the Trustees or by a "vote of the majority of the outstanding
voting securities" of such Series and (b) the terms and any renewal of
this Agreement with respect to any such Series have been approved by a
vote of a majority of the Trustees who are not parties to this Agreement
or "interested persons" of any such party cast in person at a meeting
called for the purpose of voting on such approval; provided, however,
that the continuance of this Agreement with respect to each Additional
Series is subject to its approval by a "vote of a majority of the
outstanding voting securities" of any such Additional Series on or before
the next anniversary of the Contract Date following the date on which
such Additional Series became a Series hereunder.

Any approval of this Agreement by a vote of the holders of a "majority of
the outstanding voting securities" of any Series shall be effective to
continue this Agreement with respect to such Series notwithstanding (a)
that this Agreement has not been approved by a "vote of a majority of the
outstanding voting securities" of any other Series of the Trust affected
thereby and (b) that this Agreement has not been approved by the holders
of a "vote of a majority of the outstanding voting securities" of the
Trust, unless either such additional approval shall be required by any
other applicable law or otherwise.

13. The Adviser shall furnish any state insurance commissioner with such
information or reports in connection with the services provided under
this Agreement as the Commissioner may request in order to ascertain
whether variable life insurance or variable annuity operations are being
conducted in accordance with applicable law or regulations. The Trust
shall own and shall be open to inspection, audit and photocopying during
regular business hours by the Trustees, officers, counsel and auditors of
the Trust.

14. The Trust may terminate this Agreement with respect to the Trust or to
any Series upon 60 days' written notice to the Adviser at any time,
without the payment of any penalty, by vote of the Trustees or, as to
each Series, by a "vote of the majority of the outstanding voting
securities" of such Series. The Adviser may terminate this Agreement upon
60 days' written notice to the Trust, without the payment of any penalty.
This Agreement shall immediately terminate in the event of its
"assignment".

5
<PAGE>

15. The terms "majority of the outstanding voting securities", "interested
persons" and "assignment", when used herein, shall have the respective
meanings in the Investment Company Act of 1940, as amended.

16. It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but bind only the
trust property of the Trust, as provided in the Declaration of Trust. The
execution and delivery of this Agreement have been authorized by the
Trustees and shareholders of the Trust and signed by the President of the
Trust, acting as such, and neither such authorization by such Trustees
and shareholders nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or be binding upon
or impose any liability on any of them personally, but shall bind only
the trust property of the Trust as provided in its Declaration of Trust.
The Declaration of Trust, as amended, is or shall be on file with the
Secretary of The Commonwealth of Massachusetts.

17. This Agreement shall be construed and the rights and obligations of the
parties hereunder enforced in accordance with the laws of the State of
Connecticut.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the day and year first written above.

THE PHOENIX EDGE SERIES FUND

By: ________________________
President

PHOENIX VARIABLE ADVISORS, INC.

By: _________________________
Simon Tan
President

6
<PAGE>
EXHIBIT B

THE PHOENIX EDGE SERIES FUND

SUBADVISORY AGREEMENT

December __, 1999

Schafer Capital Management, Inc.
101 Carnegie Center, Suite 107
Princeton, NJ 08540

RE: SUBADVISORY AGREEMENT

Gentlemen:

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

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

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

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts
its employment as a discretionary series adviser of the Series and agrees
to use its best professional judgment to make investment decisions for
the Series in accordance with the provisions of this Agreement and as set
forth in Schedule C attached hereto and made a part hereof,

<PAGE>

3. Services of Subadviser. In providing management services to the Series,
Series, the Subadviser shall be subject to the investment objectives,
policies and restrictions of the Fund as they apply to the Series and as
set forth in the Fund's then current Prospectus and Statement of
Additional Information (as the same may be modified from time to time and
provided to the Subadviser by Adviser), and to the investment
restrictions set forth in the Act and the Rules thereunder, to the
supervision and control of the Trustees of the Fund (the "Trustees"), and
to instructions from the Adviser. The Subadviser shall not, without the
Fund's prior approval, effect any transactions which would cause the
Series at the time of the transaction to be out of compliance with any of
such restrictions or policies.

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

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

A. In placing orders for the sale and purchase of Series securities for
the Fund, the Subadviser's primary responsibility shall be to seek
the best execution of orders at the most favorable prices. However,
this responsibility shall not obligate the Subadviser to solicit
competitive bids for each transaction or to seek the lowest available
commission cost to the Fund, so long as the Subadviser reasonably
believes that the broker or dealer selected by it can be expected to

2
<PAGE>

obtain a "best execution" market price on the particular transaction
and determines in good faith that the commission cost is reasonable
in relation to the value of the brokerage and research services (as
defined in Section 28(e)(3) of the Securities Exchange Act of 1934)
provided by such broker or dealer to the Subadviser, viewed in terms
of either that particular transaction or of the Subadviser's overall
responsibilities with respect to its clients, including the Fund, as
to which the Subadviser exercises investment discretion,
notwithstanding that the Fund may not be the direct or exclusive
beneficiary of any such services or that another broker may be
willing to charge the Fund a lower commission on the particular
transaction.

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

C. The Subadviser shall not execute any Series transactions for the
Series with a broker or dealer that is an "affiliated person" (as
defined in the Act) of the Fund, the Subadviser or the Adviser
without the prior written approval of the Fund. The Fund will provide
the Subadviser with a list of brokers and dealers that are
"affiliated persons" of the Fund or Adviser.

6. Proxies. The Fund, or the Adviser as its authorized agent, will vote all
proxies solicited by or with respect to the issuers of securities in
which assets of the Series may be invested. At the request of the Fund,
the Subadviser shall provide the Fund with its recommendations as to the
voting of particular proxies.

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

8. Limitation of Liability. The Subadviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its best
professional

3
<PAGE>

judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with specific directions or instructions from the Fund,
provided, however, that such acts or omissions shall not have constituted
a breach of the investment objectives, policies and restrictions
applicable to the Series and that such acts or omissions shall not have
resulted from the Subadviser's willful misfeasance, bad faith or gross
negligence, a violation of the standard of care established by and
applicable to the Subadviser in its actions under this Agreement or a
breach of its duty or of its obligations hereunder (provided, however,
that the foregoing shall not be construed to protect the Subadviser from
liability under the Act).

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

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

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

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

B. It will maintain, keep current and preserve on behalf of the Fund, in
the manner required or permitted by the Act and the Rules thereunder,
the records identified in Rules 31a-1(b)(5), 31a-1(b)(9),
31a-a(b)(10) and 31a-1(f) (as such rules may be amended from time to
time). The Subadviser agrees that such records are the property of
the Fund, and will be surrendered to the Fund or to Adviser as agent
of the Fund promptly upon request of either.

C. It has or shall adopt a written code of ethics complying with the
requirements of Rule 17j-1 under the Act and will provide the Fund
and Adviser with a copy of the code of ethics and evidence of its
adoption. Subadviser acknowledges receipt of the written code of
ethics adopted by and on behalf of the Fund (the "Code of Ethics").

4
<PAGE>

Within 10 days of the end of each calendar quarter while this
Agreement is in effect, a duly authorized compliance officer of the
Subadviser shall certify to the Fund and to Adviser that the
Subadviser has complied with the requirements of Rule 17j-1 during
the previous calendar quarter and that there has been no violation of
its code of ethics, or the Code of Ethics, or if such a violation has
occurred, that appropriate action was taken in response to such
violation. The Subadviser shall permit the Fund and Adviser to
examine the reports required to be made by the Subadviser under Rule
17j-1(c)(1) and this subparagraph.

D. Reference is hereby made to the Declaration of Trust dated February
18, 1986, establishing the Fund, a copy of which has been filed with
the Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed with
the Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or
hereafter filed. The name The Phoenix Edge Series Fund refers to the
Trustees under said Declaration of Trust, as Trustees and not
personally, and no Trustee, shareholder, officer, agent or employee
of the Fund shall be held to any personal liability in connection
with the affairs of the Fund; only the trust estate under said
Declaration of Trust is liable. Without limiting the generality of
the foregoing, neither the Subadviser nor any of its officers,
directors, partners, shareholders or employees shall, under any
circumstances, have recourse or cause or willingly permit recourse to
be had directly or indirectly to any personal, statutory, or other
liability of any shareholder, Trustee, officer, agent or employee of
the Fund or of any successor of the Fund, whether such liability now
exists or is hereafter incurred for claims against the trust estate.

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

13. Name of Fund. The parties agree that the Fund may use the name
"Schafer", and any logos or service marks which the Subadviser may
furnish, only so long as this Agreement remains in effect, and that any
such use shall be royalty free. Upon termination of this Agreement, the
Fund shall discontinue the use of such name and any such logos
or service marks at the request of the Subadviser. The Fund acknowledges
that (i) it has no proprietary or exclusive rights in the same name as

5
<PAGE>

"Schafer", or any logo or service mark furnished by the Subadviser, and
(ii) the Subadviser reserves to itself the right to grant the
nonexclusive right to use such name and any such logo or service mark to
other persons (including other investment companies).

14. Indemnification. Except as provided in Section 8, the Adviser agrees to
indemnify and hold harmless the Sub-Adviser from and against any and all
claims, losses, liabilities or damages (including reasonable attorneys'
fees and other related expenses), howsoever arising, from or in
connection with this Agreement or the performance by the Sub-Adviser of
its duties hereunder.

15. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement, and shall continue in
effect until the first meeting of the shareholders of the Series, and, if
its renewal is approved at that meeting in the manner required by the
Act, shall continue in effect thereafter only so long as its continuance
has been specifically approved at least annually by the Trustees in
accordance with Section 15(a) of the Investment Company Act, and by the
majority vote of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.

16. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the
event of a breach of any provision thereof by a party so notified, or
otherwise upon thirty (3 0) days' written notice to the other parties,
but any such termination shall not affect the status, obligations or
liabilities of any party hereto to the other parties.

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

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

6
<PAGE>

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

OPERATIONAL PROCEDURES

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

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

1. Purchase or sale;

2. Security name;

3. CUSIP number (if applicable);

4. Number of shares and sales price per share;

5. Executing broker;

6. Settlement agent;

7. Trade date;

8. Settlement date;

9. Aggregate commission or if a net trade;

10. Interest purchased or sold from interest bearing security;

11. Other fees;

12. Net proceeds of the transaction;

13. Exchange where trade was executed; and

14. Identified tax lot (if applicable).

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

7
<PAGE>

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

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser,
on or before the 10th day of each month, a fee, payable in arrears, at the
annual rate of 0.85% of the average daily net asset values of the Series up to
$75 million and 0.80% of the average daily net asset values in excess of $75
million. The fees shall be prorated for any month during which this agreement is
in effect for only a portion of the month. In computing the fee to be paid to
the Subadviser, the net asset value of the Fund and each Series shall be valued
as set forth in the then current registration statement of the Fund.

8
<PAGE>

SCHEDULE C

SUBADVISER FUNCTIONS

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

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

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

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

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

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

<PAGE>

EXHIBIT C

INVESTMENT SUB-ADVISORY AGREEMENT

THE PHOENIX EDGE SERIES FUND
----------------------------

December __, 1999

J.P. Morgan Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Dear Sir or Madam:

The Phoenix Edge Series Fund (the "Trust"), a diversified open-end
investment company of the series type registered under the Investment Company
Act of 1940, as amended (the "Act") and a business trust organized under the
laws of the Commonwealth of Massachusetts, and Phoenix Variable Advisors, Inc.,
a Delaware corporation (the "Adviser"), hereby agree with J.P. Morgan Investment
Management Inc., a Delaware corporation (the "Sub-Adviser") as follows:

1. Investment Description; Appointment. The Trust desires to employ the
capital of the Trust's Research Enhanced Index Series (the "Fund") by investing
and reinvesting in investments of the kind and in accordance with the
limitations specified in its Declaration of Trust, as amended to date (the
"Trust Declaration"), and in the prospectus (the "Prospectus") and the statement
of additional information (the "Statement") filed with the Securities and
Exchange Commission as part of the Trust's Registration Statement on Form N- 1A,
as amended from time to time, and in such manner and to such extent as from time
to time may be approved by the Trust's Board of Trustees (the "Board"). Copies
of the Prospectus, the Statement and the Trust Declaration, each as currently in
effect, have been delivered to the Sub-Adviser. The Trust agrees, on an ongoing
basis, to provide to the Sub-Adviser as promptly as practicable copies of all
amendments and supplements to the Prospectus and the Statement and amendments to
the Trust Declaration. The Trust desires to engage and hereby appoints the
Sub-Adviser to act as a discretionary investment sub-adviser to the Fund. The
Sub-Adviser accepts the appointment and agrees to furnish the services described
herein for the compensation set forth below.

<PAGE>

2. Services as Investment Sub-Adviser Guidelines and Advice. Subject to
the supervision of the Trust's Board and of the Adviser, the Sub-Adviser will
(a) manage the Fund's assets in accordance with the Fund's investment
objective(s) and policies stated in the Prospectus, Statement, Trust Declaration
and Act, but subject to the Guidelines (as such term is defined below); (b) make
investment decisions for the Fund; (c) place purchase and sale orders for
portfolio transactions for the Fund; and (d) employ professional portfolio
managers and securities analysts to provide research services to the Fund. In
providing these services, the Sub-Adviser will conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment of the Fund's
assets.

The Adviser agrees on an on-going basis to provide or cause to be
provided to the Sub-Adviser guidelines, to be revised as provided below (the
"Guidelines"), setting forth limitations, by dollar amount or percentage of net
assets, on the types of securities in which the Fund is permitted to invest or
investment activities in which the Fund is permitted to engage. Among other
matters, the Guidelines shall set forth clearly the limitations imposed upon the
Fund as a result of relevant diversification requirements under state and
federal law pertaining to insurance products, including, without limitation, the
provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended
(the "Code"). The Guidelines shall remain in effect until 12:00 p.m. (Eastern
Time) on the third business day following actual receipt by the Sub-Adviser of a
written notice, denominated clearly as such, setting forth revised Guidelines.
The Adviser agrees to cause to be delivered to a person designated in writing
for such purpose by the Sub-Adviser at least monthly, a written report dated the
date of its delivery (the "Report") with respect to the Fund's compliance for
its current fiscal year with the short-three test set forth in Section 851(b)
(3) of the Code (the "short-three test"). The Report shall include in chart form
the Fund's gross income (within the meaning of Code Section 851) from the
beginning of the current fiscal year to the date of the Report and its
cumulative income and gains described in Code Section 851(b) (3) for such
period. If the Report is not timely delivered, the Sub-Adviser shall be
permitted to rely on the most recent Report delivered to it. The Trust and the
Adviser agree that the Sub-Adviser may rely on the Guidelines and the Report
without independent verification of their accuracy.

3. Transaction Procedures. All transactions for the Fund will be
consummated by payment to, or delivery by, the Custodian(s) from time to time
designated by the Trust (the "Custodian"), or such depositories or agents as may
be designated by the Custodian in writing, of all cash and/or securities due to
or from the Fund. The Sub-Adviser shall not have possession or custody of such
cash and/or securities or any responsibility or liability with respect to such
custody. The Sub-Adviser shall advise the Custodian and confirm in writing to

2
<PAGE>

the Trust all investment orders for the Fund placed by it with brokers and
dealers. The Trust shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction initiated by
the Sub-Adviser. The Trust shall be responsible for all custodial arrangements
and the payment of all custodial charges and fees. The Sub-Adviser shall have no
responsibility or liability with respect to custodial arrangements or the acts,
omissions or other conduct of the Custodian.

4. Brokerage. In selecting brokers or dealers to execute transactions on
behalf of the Fund, the Sub-Adviser will seek the best overall terms available.
In assessing the best overall terms available for any transaction, the
Sub-Adviser will consider factors it deems relevant, including, without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, and in evaluating the best overall terms
available, the Sub-Adviser is authorized to consider the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended) provided to the Fund and/or other accounts over which the
Sub-Adviser or its affiliates exercise investment discretion. Subject to
governing law, the Trust shall have the right to request that Fund transactions
be executed by brokers and dealers by or through whom sales of Phoenix
investment/insurance products are made; provided the Sub-Adviser processes
transactions with such broker/dealer(s) in its ordinary course of business.

5. Information Provided to the Trust. The Sub-Adviser will keep the Trust
and the Adviser informed of developments materially affecting the Fund, and
will, on its own initiative, furnish the Trust and the Adviser from time to time
with whatever information the Sub-Adviser believes is appropriate for this
purpose.

6. Standard of Care. The Sub-Adviser shall exercise its best judgment in
rendering the services described in paragraphs 2, 3 and 4 above. The Sub-Adviser
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement (each such
act or omission shall be referred to as "Disqualifying Conduct"). The
Sub-Adviser shall not be deemed to have engaged in Disqualifying Conduct if it
complies with the Guidelines and acts in reliance on the Report, and the
Sub-Adviser's failure to act in accordance therewith shall not constitute
evidence that it engaged in Disqualifying Conduct.

3
<PAGE>

7. Proxies. The Trust, or the Adviser as its authorized agent, will vote
all proxies solicited by or with respect to the issuers of securities in which
assets of the Fund may be invested.

8. Compensation. In consideration of the services rendered pursuant to
this Agreement, the Adviser will pay the Sub-Adviser on or before the 10th day
of each month a fee for the previous month at the annual rates set forth in
Schedule A hereto of each of the Fund's average daily net assets. The fee for
the period from the effective date hereof, to the end of the month during which
such sale shall have been commenced shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of a month, the fee for such part
of that month shall be prorated according to the proportion that such period
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Sub-Adviser, the value of the Fund's net assets shall be computed at the
times and in the manner specified in the Prospectus and/or the Statement.

9. Expenses. The Sub-Adviser will bear all of its expenses in connection
with the performance of its services under this Agreement. All other expenses to
be incurred in the operation of the Fund will be borne by the Trust, except to
the extent specifically assumed by the Sub-Adviser. The expenses to be borne by
the Trust include, without limitation, the following: organizational costs,
taxes, interest, brokerage fees and commissions, Trustee's fees, Securities and
Exchange Commission fees and state Blue Sky qualification fees, advisory fees,
charges of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of maintaining existence,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.

10. Services to Other Companies or Accounts. The Trust understands that
the Sub-Adviser now acts, will continue to act and may act in the future as
investment adviser to fiduciary and other managed accounts and as investment
adviser to other investment companies, and the Trust has no objection to the
Sub-Adviser so acting, provided that whenever the Fund and one or more other
accounts or investment companies advised by the Sub-Adviser have available funds
for investment, investments suitable and appropriate for each will be allocated
in accordance with a methodology believed to be equitable to each entity. The
Sub-Adviser agrees to allocate similarly opportunities to sell securities. The
Trust recognizes that, in some

4
<PAGE>

cases, this procedure may limit the size of the position that may be acquired or
sold for the Fund. In addition, the Trust understands that the persons employed
by the Sub-Adviser to assist in the performance of the Sub-Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Sub-Adviser or any
affiliate of the Sub-Adviser to engage in and devote time and attention to other
business or to render services of whatever kind or nature. To the extent
permitted by law, the Sub-Adviser may bunch or aggregate its orders for the Fund
with orders of its other clients, provided that the Fund and the other clients
whose orders are aggregated with orders of the Fund shall receive the same
average price with respect to such aggregate orders.

11. Books and Records. In compliance with the requirements of Rule 31a-3
under the Act, the Sub-Adviser hereby agrees that all records which it maintains
for the Fund are the property of the Trust and further agrees to surrender
promptly to the Trust copies of any of such records upon the Fund's or the
Adviser's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the Act the records relating to its activities
hereunder required to be maintained by Rule 31a-1 under the Act and to preserve
the records relating to its activities hereunder required by Rule 204-2 under
the Investment Advisers Act of 1940, as amended, for the period specified in
said Rule.

12. Representations, Warranties and Agreements of the Sub-Adviser. The
Sub-Adviser represents, warrants and agrees that:

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

B. It will maintain, keep current and preserve on behalf of the Fund, in
the manner required or permitted by the Act and the Rules thereunder,
the records identified hereunder. The Sub-Adviser agrees that such
records are the property of the Trust, and will be surrendered to the
Trust or to Adviser as agent of the Trust promptly upon request of
either.

C. It has or shall adopt a written personal trading rules covering its
employees complying with the requirements of Rule 17j-1 under the Act
and will provide the Trust and Adviser with a copy of the personal
trading rules. Sub-Adviser acknowledges receipt of the written code
of ethics adopted by and on behalf of the Trust (the "Code of
Ethics"). Within 10 days of the end of each calendar quarter while
this Agreement is in effect, a duly authorized compliance officer of
the Sub-Adviser shall certify to the Fund and to Adviser that the
Sub-Adviser has complied with the requirements of Rule 17j-1 during
the previous calendar quarter and that there has been no violation of
its personal trading rules, or if such a violation has occurred, that
appropriate

5
<PAGE>

action was taken in response to such violation. The Sub-Adviser shall
permit the Trust and Adviser to examine the reports requiring to be
made by the Sub-Adviser under Rule 17j-1(c)(1) and this subparagraph.

D. Reference is hereby made to the Declaration of Trust dated February
18, 1986, establishing the Trust, a copy of which has been filed with
the Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed with
the Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or
hereafter filed. The name The Phoenix Edge Series Fund refers to the
trustees under said Declaration of Trust, as trustees and not
personally, and no trustee, shareholder, officer, agent or employee
of the Trust shall be held to any personal liability in connection
with the affairs of the Trust. Without limiting the generality of the
foregoing, neither the Sub-Adviser nor any of its officers,
directors, partners, shareholders or employees shall, under any
circumstances, have recourse or cause or willingly permit recourse to
be had directly or indirectly to any personal, statutory, or other
liability of any shareholder, policyholder, certificateholder,
trustee, officer, agent or employee of the Trust or of any successor
thereof, whether such liability now exists or is hereafter incurred
for claims against the trust estate.

13. Term of Agreement. This Agreement shall become effective as of the
effective date hereof (as herein below defined) and shall continue until August
31, 1998, and thereafter shall continue automatically for successive annual
periods ending on August 31st of each year thereafter, provided such continuance
is specifically approved at least annually by (i) the Trust's Board or (ii) a
vote of "majority" (as defined in the Act) of the Fund's outstanding voting
securities, provided that in either event the continuance also is approved by a
majority of the Trust's Board who are not "interested persons" (as defined in
the Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on 30 days' written notice, by the Adviser, by the Trust's
Board, by vote of holders of a majority of the Fund's shares or by the
Sub-Adviser, and will terminate five business days after the Sub-Adviser
receives written notice of the termination of the advisory agreement between the
Trust and the Adviser. This Agreement also will terminate automatically in the
event of its assignment (as defined in the Act). For the purposes hereof, the
term "effective date hereof" shall refer to the date

6
<PAGE>

of effectiveness of the registration statement for the Fund or the date of
funding of shares of the Fund, whichever is later.

14. Indemnification. The Adviser agrees to indemnify and hold harmless
the Sub-Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorneys' fees and other related expenses),
howsoever arising, from or in connection with this Agreement or the performance
by the Sub-Adviser of its duties hereunder; provided, however, that nothing
contained herein shall require that the Sub-Adviser be indemnified for
Disqualifying Conduct.

15. Disclosure. Neither the Trust nor the Adviser shall, without the
prior written consent of the Sub-Adviser, make representations regarding or
reference to the Sub-Adviser or any affiliates in any disclosure document,
advertisement, sales literature or other promotional materials.

16. Miscellaneous. All notices provided for by this Agreement shall be in
writing and shall be deemed given when received, against appropriate receipt, by
Ms. Diane Minardi in the case of the Sub-Adviser, Ms. Jeanie Grasso Gagnon,
Phoenix Home Life Mutual Insurance Company, One American Row, Hartford, CT 06115
and the Fund's Secretary in the case of the Fund, or such other person as a
party shall designate by notice to the other parties. No provision of this
Agreement may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. This Agreement constitutes
the entire agreement among the parties hereto and supersedes any prior agreement
among the parties relating to the subject matter hereof. The paragraph headings
of this Agreement are for convenience of reference and do not constitute a part
hereof. This Agreement shall be governed in accordance with the internal laws of
the Commonwealth of Massachusetts, without giving effect to principles of
conflict of laws.

7
<PAGE>

If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.

Very truly yours,

THE PHOENIX EDGE SERIES FUND

By:_______________________________
Name:____________________________
Title:_____________________________

PHOENIX VARIABLE ADVISORS, INC.

By:_______________________________
Name:____________________________
Title:_____________________________

Accepted:

J.P. Morgan Investment Management, Inc.

By:_____________________________
Name: __________________________
Title: ___________________________

8
<PAGE>

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

FEE
(AS A PERCENTAGE OF AVERAGE
SUBADVISER FUND(S) DAILY NET ASSETS OF THE FUND)
- ----------- ------- -----------------------------

J.P. Morgan Investment Phoenix Research .25%- first $100 Million
Management, Inc. Enhanced Index .20%- excess of $100 Million

9
<PAGE>

THE PHOENIX EDGE SERIES FUND PROXY

The undersigned shareholder of The Phoenix
Edge Series Fund (the "Fund") hereby
constitutes and appoints Philip R. McLoughlin,
Michael D. Marshall and Thomas Miele, and any
and each of them, proxies and attorneys of the
undersigned, with power of substitution to
each, for and in the name of the undersigned
to vote and act upon all matters (unless and
except as expressly limited below) at the
Special Meeting of Shareholders of the Fund to
be held on November 16, 1999 at the offices of
the Fund, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments
thereof, with respect to all shares of the
Fund for which the undersigned is entitled to
provide instructions or with respect to which
the undersigned would be entitled to provide
instructions or act, with all the powers the
undersigned would possess if personally
present and to vote with respect to specific
matters as set forth below. Any proxies
heretofore given by the undersigned with
respect to said meeting are hereby revoked.

THIS PROXY IS SOLICITED BY THE BOARD OF
TRUSTEES WHO RECOMMEND A VOTE "FOR" EACH
OF THE PROPOSALS.

NOTE: SPECIFY DESIRED ACTION BY CHECK MARK IN
THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH
SPECIFICATION, THE PERSONS NAMED PROXIES HAVE
DISCRETIONARY AUTHORITY, WHICH THEY INTEND TO
EXERCISE BY VOTING SHARES REPRESENTED BY THIS
VOTE BY TOUCH-TONE PHONE PROXY IN FAVOR OF THE PROPOSALS. PLEASE VOTE
OR THE INTERNET PROMPTLY.

The signature on this Proxy should correspond
CALL TOLL-FREE: 1-800-690-6903 exactly with the shareholder's name as it
OR VISIT OUR WEBSITE appears hereon. In the case of joint
WWW.PROXYVOTE.COM tenancies, co-executors or co-trustees, all
should sign. Persons signing as attorney,
executor, administrator, trustee or guardian
should give their full title.

TO VOTE: MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [x] PHOEDG
KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

- --------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE PHOENIX EDGE SERIES FUND

VOTE ON PROPOSAL:

<TABLE>
<CAPTION>
For Against Abstain

<S> <C> <C> <C> <C>
1. TO RECONSTITUTE THE BOARD OF TRUSTEES SO AS TO FIX AT 6 THE NUMBER OF [ ] [ ] [ ]
TRUSTEES, AND TO ELECT 6 TRUSTEES TO SUCH BOARD

2. TO APPROVE OR NOT APPROVE INVESTMENT ADVISORY AGREEMENT For Against Abstain
WITH PHOENIX VARIABLE ADVISORS, INC. AND INVESTMENT [ ] [ ] [ ]
SUBADVISORY AGREEMENT WITH SCHAFER CAPITAL MANAGEMENT, INC.

3. TO APPROVE OR NOT APPROVE INVESTMENT ADVISORY AGREEMENT
WITH PHOENIX VARIABLE ADVISORS, INC. AND INVESTMENT For Against Abstain
SUBADVISORY AGREEMENT WITH J.P. MORGAN INVESTMENT [ ] [ ] [ ]
MANAGEMENT, INC.

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

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

- ----------------------------------------------------- --------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owner(s)] Date
</TABLE>

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