PHOENIX EDGE SERIES FUND, DEFS14A, 1999-06-29

PHOENIX EDGE SERIES FUND
DEFS14A, 1999-06-29

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SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] 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., WEDNESDAY,
AUGUST 4, 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 Wednesday, August 4, 1999, at 10:00 a.m. for the
following purposes:

TO BE VOTED UPON ONLY BY SHAREHOLDERS OF THE

PHOENIX-GOODWIN STRATEGIC THEME SERIES

(1) To approve or not approve a subadvisory agreement between Phoenix
Investment Counsel, Inc. and Seneca Capital Management LLC (see Exhibit
A);

TO BE VOTED UPON ONLY BY SHAREHOLDERS OF

THE PHOENIX-GOODWIN GROWTH SERIES

(2) To approve or not approve a subadvisory agreement between Phoenix
Investment Counsel, Inc. and Roger Engemann & Associates, Inc. (see
Exhibit B);

(3) 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.

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

As a convenience to Contractowners and Policyowners, you can now vote in
any one of four ways:

- Through the Internet at www.proxyvote.com;

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<PAGE>

- 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 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
June 30, 1999

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<PAGE>

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

PROXY STATEMENT

A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 4, 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 Wednesday, August 4, 1999, and at any adjournment thereof.
Shareholders of record at the close of business on June 11, 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 6,348,879 shares of the
Phoenix-Goodwin Strategic Theme and 77,185,374 shares of the Phoenix-Goodwin
Growth Series, each of which is entitled to vote, with proportionate voting for
fractional shares. The record owners of the shares of each Series of the Fund
are the Phoenix 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 will
vote the shares of each Series of the Fund based on instructions received from
owners of the Policies ("Policyowners") and owners of the Contracts
("Contractowners"). When sufficient instructions representing the majority 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 Policyowners and Contractowners, Phoenix will furnish a
copy of this Proxy Statement to Policyowners and Contractowners. Each
Contractowner or Policyowner (collectively referred to herein as "shareholders")
of record at the close of business on June 11, 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. No Policyowner or

<PAGE>

Contractowner, 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 Policyowner and Contractowner 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.

Only shares of the Phoenix-Goodwin Strategic Theme Series will be voted
on Proposal 1 and only shares of the Phoenix-Goodwin Growth Series will be voted
on Proposal 2. 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 for their reasonable expenses in
sending proxy materials. The cost of solicitation of proxies will be borne by
Phoenix.

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 June 30, 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 June 11, 1999, there were 85,534,253 issued and outstanding shares of
beneficial interest of the Phoenix-Goodwin Strategic Theme and Phoenix-Goodwin
Growth Series 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 0 shares of beneficial interest of the Fund, or less than 1% of the
voting securities of the Fund then outstanding.

On June 11, 1999, 0 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 APPROVE OR NOT APPROVE A SUBADVISORY AGREEMENT WITH SENECA CAPITAL MANAGEMENT
LLC.

(TO BE VOTED UPON ONLY BY SHAREHOLDERS
OF THE PHOENIX-GOODWIN STRATEGIC THEME SERIES)

At a meeting of the Board of Trustees (the "Trustees") held on May 20,
1999, the Adviser presented a proposal under which Seneca Capital Management LLC
("Seneca") would be engaged as subadviser to the Phoenix-Goodwin Strategic Theme
Series (the "Series"). At a meeting held on March 26, 1999, at which the
proposal was discussed preliminarily, the Trustees heard presentations by
representatives of the Adviser regarding its decision to discontinue equity
investment management operations from the Adviser's primary location in
Hartford, Connecticut, based on, among other factors, the difficulty of
distinguishing the Hartford equity products from those offered by the Adviser's
affiliates, the better longer-term performance records of those affiliates, and
the Adviser's historical difficulty in attracting and maintaining skilled equity
professionals to Hartford. Management recommended that Seneca be retained to
provide the investment program for the Series. Seneca, in managing a number of
other equity funds, utilizes a growth style of management as had the Adviser at
all times prior to March 1999, and was therefore recommended by Management to
take over the day-to-day operations of the Series. At the May meeting,
Management reviewed with the Trustees in greater detail the specifics of the
proposed subadvisory arrangement, including Seneca's expertise and capabilities
and the relative performance of funds managed by the Hartford equity team
compared to the performance of comparable funds managed by Seneca. The Adviser
would continue its traditional role of overseeing operations of the Series,
providing compliance, proxy, corporate governance, registration statement and
other similar services, and would also oversee the investment management
performance of the Series. The Board considered that there would be no fee
increase to the Series or its shareholders as a result of the appointment of the
Subadviser, and further considered the services to be rendered by each of the
Adviser and Subadviser under the proposed arrangement. The Board concluded that
the sharing of responsibility and fees would be fair, and that the demonstrated
experience and capability of Seneca would provide

4
<PAGE>

appropriate expertise in the management of an investment program for the Series.
The Trustees, including a majority of the Disinterested Trustees, voted to
approve the terms of the proposed Subadvisory Agreement and to recommend to
shareholders the retention of Seneca as subadviser to the Series.

Under the terms of the proposed Subadvisory Agreement (attached as Exhibit
A), the Adviser will delegate to Seneca the performance of certain of its
investment management services under the Advisory Agreement. Additionally,
Seneca will furnish at its own expense the office facilities and personnel
necessary to perform such services. For its services as subadviser, the Adviser
will pay Seneca compensation at the following annual rates as a percentage of
the average aggregate daily net asset values of the Series:

RATE FOR FIRST RATE FOR NEXT RATE FOR NEXT RATE FOR EXCESS
$201,000,000 $799,000,000 $1 BILLION OVER $2 BILLION
------------ ------------ ---------- ---------------
0.10% 0.375% 0.35% 0.325%

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

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

The Subadvisory Agreement will become effective upon its approval by
shareholders and will extend through December 31, 1999. It will continue in
effect thereafter only so long as its continuance has been specifically approved
at least annually by the Trustees, including a majority of the Disinterested
Trustees.

INFORMATION ABOUT SENECA
Seneca has been (with its predecessor, GMG/Seneca Capital Management, L.P.)
an investment adviser since 1989 and is a California limited liability company.
As of March 31, 1999, Seneca managed in excess of $6.5 billion in assets for
institutions and individuals. Seneca's address is 909 Montgomery Street, Suite
600, San Francisco, California 94133.

PXP currently holds 74.9% and Ms. Seneca holds in excess of 5%, of the
membership interest in Seneca. By virtue of their ownership of and/or

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<PAGE>

positions with Seneca LLC, PXP and Ms. Seneca may be deemed "parents" of Seneca
within the meaning of the proxy rules. Ms. Westhoff and Mr. Jacks, along with
other Seneca management personnel, also hold membership interests in Seneca and
options to purchase shares of PXP.

Seneca currently serves as subadviser to a number of other mutual funds
having a similar investment objective to that of the Series. The names of those
funds, their size as of March 31, 1999 and the annual rates of compensation for
each is listed in the table below. Compensation rates listed are applied to the
average of the aggregate daily net asset value of the named fund.

SIZE OF FUND
FUND (MILLIONS) RATE OF COMPENSATION
---- ---------- --------------------
PHOENIX-SENECA FUNDS
Phoenix-Seneca Growth Fund $64.0 0.35%
Phoenix-Seneca Mid-Cap
"EDGE" [service mark] Fund $18.7 0.40%

SIZE OF FUND
FUND (MILLIONS) RATE OF COMPENSATION
---- ---------- --------------------
THE PHOENIX EDGE SERIES FUND
Phoenix-Seneca Mid-Cap
Growth Series $ 8.8 0.40%

SIZE OF RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

PHOENIX
MULTI-PORTFOLIO FUND
Phoenix-Seneca
Mid Cap Fund $300.0 0.375% 0.35% 0.325%
</TABLE>

<TABLE>
SIZE OF RATE FOR RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT NEXT EXCESS OVER
FUND (MILLIONS) $184,000,000 $816,000,000 $1 BILLION $2 BILLION
---- ---------- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
PHOENIX STRATEGIC
EQUITY SERIES FUND
Phoenix Equity
Opportunities
Fund $200.5 0.20% 0.35% 0.325% 0.30%
</TABLE>

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

6
<PAGE>

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

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

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

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

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

Thomas N. Steenburg Secretary, General Counsel and Compliance Officer of
Seneca since June 1997. Senior Vice President (since
January 1999), Vice President, Counsel and Secretary
(1995-1999) of PXP. Executive Vice President (since
January 1999), Vice President, Counsel and Secretary
(1996-1999), Duff & Phelps Investment Management Co.
Vice President, Secretary and Counsel of PIC, National
Securities & Research Corporation, and Equity Planning
since November 1995 and Vice President - Compliance of
Phoenix-Aberdeen International Advisers, LLC since May
1996.

7
<PAGE>

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

RECOMMENDATION

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

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

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<PAGE>

PROPOSAL NO. 2

TO APPROVE OR NOT APPROVE A SUBADVISORY AGREEMENT WITH

ROGER ENGEMANN & ASSOCIATES, INC.

(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF THE
PHOENIX-GOODWIN GROWTH SERIES)

At a meeting of the Board of Trustees (the "Trustees") held on May 20,
1999, the Adviser presented a proposal under which Roger Engemann & Associates,
Inc. ("Engemann") would be engaged as subadviser to the Phoenix-Goodwin Growth
Series (the "Series"). At a meeting held on March 26, 1999, at which the
proposal was discussed preliminarily, the Trustees heard presentations by
representatives of the Adviser regarding its decision to discontinue equity
investment management operations from the Adviser's primary location in
Hartford, Connecticut, based on, among other factors, the difficulty of
distinguishing the Hartford equity products from those offered by the Adviser's
affiliates, the better longer-term performance records of those affiliates, and
the Adviser's historical difficulty in attracting and maintaining skilled equity
professionals to Hartford. Management recommended that Engemann be retained to
provide the investment program for the Series. Engemann, in managing a number of
other equity funds, utilizes a style similar to the former Hartford group and
was therefore recommended by Management to take over the day-to-day operations
of the Series. At the May meeting, Management reviewed with the Trustees in
greater detail the specifics of the proposed subadvisory arrangement, including
Engemann's expertise and capabilities and the relative performance of Series'
managed by the Hartford equity team compared to the performance of comparable
funds managed by Engemann. The Adviser would continue its traditional role of
overseeing operations of the Series, providing compliance, proxy, corporate
governance, registration statement and other similar services, and would also
oversee the investment management performance of the Series. The Board
considered that there would be no fee increase to the Series or its shareholders
as a result of the appointment of the Subadviser, and further considered the
services to be rendered by each of the Adviser and Subadviser under the proposed
arrangement. The Board concluded that the sharing of responsibility and fees
would be fair, and that the demonstrated experience and capability of Engemann
would provide appropriate expertise in the management of an

9
<PAGE>

investment program for the Series. The Trustees, including a majority of the
Disinterested Trustees, voted to approve the terms of the proposed Subadvisory
Agreement and to recommend to shareholders the retention of Engemann as
subadviser to the Series.

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

RATE FOR FIRST RATE FOR EXCESS
$3 BILLLION OVER $3 BILLION
----------- ---------------
0.10% 0.30%

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

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

The Subadvisory Agreement will become effective upon approval by
shareholders and will extend through December 31, 1999. It will continue in
effect thereafter only so long as its continuance has been specifically approved
at least annually by the Trustees, including a majority of the Disinterested
Trustees.

INFORMATION ABOUT ENGEMANN
Engemann is registered as an investment adviser under the Investment
Advisers Act of 1940. As of March 31, 1999, Engemann managed approximately $8.5
billion in assets for institutions and individuals. Engemann's address is 600
North Rosemead Boulevard, Pasadena, California 91107-2101.

Engemann acts as adviser or subadviser to several other mutual funds having
a similar objective to that of the Series. The names of those funds, their

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<PAGE>

size as of March 31, 1999 and annual rates of compensation are listed in the
table below. Compensation rates listed are applied to the average of the
aggregate daily net asset value of the named fund.

<TABLE>
<CAPTION>
SIZE OF RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $50,000,000 $450,000,000 $500,000,000
---- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
PHOENIX-ENGEMANN FUNDS
Phoenix-Engemann Growth Fund $600.9 0.90% 0.80% 0.70%
Phoenix-Engemann Nifty Fifty
Fund $431.0 0.90% 0.80% 0.70%
Phoenix-Engemann Value
25 Fund $30.8 0.90% 0.80% 0.70%
Phoenix-Engemann Small &
Mid-Cap Growth Fund $102.5 1.00% 0.90% 0.80%
</TABLE>

<TABLE>
<CAPTION>
RATE FOR
SIZE OF RATE FOR RATE FOR RATE FOR EXCESS
FUND FIRST NEXT NEXT OVER
FUND (MILLIONS) $262,000,000 $738,000,000 $1 BILLION $2BILLION
---- ---------- ------------ ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
PHOENIX SERIES
FUND
Phoenix-Engemann
Aggressive Growth
Fund $333.2 0.20% 0.35% 0.325% 0.30%
</TABLE>

<TABLE>
<CAPTION>
RATE FOR
SIZE OF RATE FOR RATE FOR RATE FOR EXCESS
FUND FIRST NEXT NEXT OVER
FUND (MILLIONS) $323,000,000 $677,000,000 $1 BILLION $2 BILLION
- ---- ---------- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
PHOENIX
STRATEGIC EQUITY
SERIES FUND
Phoenix Small Cap
Fund $209.3 0.20% 0.375% 0.35% 0.325%
</TABLE>

SIZE OF RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $250,000,000 $250,000,000 $500,000,000
---- ---------- ------------ ------------ ------------
THE PHOENIX EDGE SERIES
FUND
Phoenix-Engemann Nifty
Fifty Fund $23.6 0.45% 0.425% 0.40%

Note: Engemann has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract.

11
<PAGE>

MANAGEMENT OF ENGEMANN
The names of the directors and principal executive officers of Engemann are
listed below. The address of each, as it relates to his or her duties at
Engemann, is the same as that of Engemann.

NAME PRINCIPAL OCCUPATION
- -------------------------------------------------------------------------------
Roger Engemann President of the Roger Engemann & Associates, Inc.
since 1972. President and a Director of Pasadena
Capital Corporation.

James E. Mair Executive Vice President, Portfolio Manager and
Securities Analyst with Roger Engemann & Associates,
Inc. since 1983. Officer and a Director of Pasadena
Capital Corporation.

John S. Tilson Executive Vice President, Portfolio Manager and
Securities Analyst with Roger Engemann & Associates,
Inc. since 1983. Officer and a Director of Pasadena
Capital Corporation.

Malcolm Axon Chief Financial Officer and Secretary of Roger Engemann
Management Company, Inc. since 1993 and Chief Financial
Officer and Secretary of Roger Engemann & Associates,
Inc. and Pasadena Capital Corporation since 1995.

Paul R. LeCompte Senior Vice President of Roger Engemann & Associates,
Inc. since 1995. Vice President of Roger Engemann &
Associates, Inc. from March, 1993 to November, 1995.
Vice President of Roger Engemann Management Co., Inc.
from March, 1995 to present. President and Chief
Executive Officer of Pasadena National Trust Company
from October, 1994 to present. He was also Vice
President from August 1993 to October 1994.

Engemann is a wholly-owned subsidiary of Pasadena Capital Corporation. The
directors and executive officers of Pasadena Capital Corporation and their
principal occupations are listed below. As noted, three of the nine directors
are directors and/or executive officers of Phoenix Investment Partners, Ltd.
("PXP"). In addition, Mr. McLoughlin is a Trustee and is President, and Mr.
Steenburg is Assistant Secretary of the Fund. The address of each director who
is an officer of Engemann, as it relates to his duties at Engemann, is the same
as that of Engemann. Mr. Stolper's address is 525 "B" Street, Suite 1080, San
Diego, California. The address of Messrs. McLoughlin and Moyer is 56 Prospect
Street, Hartford, Connecticut. Mr. Steenburg's address is 55 East Monroe Street,
Chicago, Illinois.

<PAGE>

James E. Mair Executive Vice President, Portfolio Manager and
Securities Analyst with Roger Engemann & Associates,
Inc. since 1983. Officer and a Director of Pasadena
Capital Corporation.

John S. Tilson Executive Vice President, Portfolio Manager and
Securities Analyst with Roger Engemann & Associates,
Inc. since 1983. Officer and a Director of Pasadena
Capital Corporation.

Michael Stolper President of Stolper and Company, Inc., an investment
adviser and broker-dealer since 1975. Director of
Pasadena Capital Corporation since February 1994.

13
<PAGE>

Philip R. McLoughlin Chairman of the Board (since May 1997) and Chief
Executive Officer (since 1995) of PXP. Director of
Phoenix since February 1994 and Executive Vice
President - Investment of Phoenix since December 1988.
Director and President of PEPCO, Director and Chairman
of PIC and Chairman and Chief Executive Officer of
National Securities & Research Corporation. Director of
Duff & Phelps Utilities Tax-Free Income, Inc. and Duff
& Phelps Utility and Corporation Bond Trust Inc.
President and Director or Trustee of the Phoenix Funds,
Phoenix Duff & Phelps Institutional Mutual Funds and
Phoenix-Aberdeen Series Fund. Director and Vice
President of PM Holdings. Director of Phoenix Charter
Oak Trust Company and World Trust Fund, a Luxembourg
closed-end fund.

William R. Moyer Senior Vice President and Chief Financial Officer of
PXP since 1995. Chief Financial Officer and a Senior
Vice President of PEPCO, National Securities & Research
Corporation ("NSRC"), Duff & Phelps Investment
Management Co. and PIC. Treasurer of NSRC and PIC. Vice
President of the Phoenix Funds, Phoenix-Aberdeen Series
Fund and Duff & Phelps Institutional Mutual Funds.

Thomas N. Steenburg Vice President, Counsel & Assistant Secretary of Roger
Engemann & Associates, Inc. since March 1998. Senior
Vice President (since January 1999), Vice President,
Secretary, and Counsel (1995-1999) of PXP. Vice
President and Counsel since 1996 and Secretary since
1995 of Phoenix Investment Counsel, Inc., National
Securities & Research Corporation, and Phoenix Equity
Planning Corporation. Executive Vice President (since
January 1999), Vice President, Counsel and Secretary
(1996-1999) of Duff & Phelps Investment Management Co.
Secretary since 1995 of Duff & Phelps Utilities
Tax-Free Income, Inc. and Duff & Phelps Utility and
Corporate Bond Trust, Inc.

Phoenix Investment Partners, Ltd. acquired all of the outstanding stock of
Pasadena Capital Corporation through a merger of a Phoenix subsidiary,

14
<PAGE>

Phoenix Apollo Corp. with and into Pasadena Capital Corporation on September 3,
1997.

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

In addition to the Series, the Adviser acts as investment adviser for a
number of other mutual funds having a similar investment objective to that of
the Series. The names of those funds, their size as of March 31, 1999 and the
annual rates of compensation for each is set forth in the table below.
Compensation rates listed are applied to the average of the aggregate daily net
asset value of the named fund.

RATE FOR RATE FOR RATE FOR
SIZE OF FUND FIRST $1 NEXT EXCESS OVER
FUND (MILLIONS) BILLION $1 BILLION $2 BILLION
---- ---------- ------- ---------- ----------
PHOENIX EQUITY SERIES FUND
Phoenix-Oakhurst Growth
and Income Fund $282.2 0.75% 0.70% 0.65%

RATE FOR RATE FOR RATE FOR
SIZE OF FUND FIRST $1 NEXT EXCESS OVER
FUND (MILLIONS) BILLION $1 BILLION $2 BILLION
---- ---------- ------- ---------- ----------
PHOENIX INVESTMENT
TRUST 97
Phoenix-Hollister Small
Cap Value Fund $33.1 0.90% 0.85% 0.80%
Phoenix-Hollister Value
Equity Fund $38.7 0.75% 0.70% 0.65%

15
<PAGE>

RATE FOR RATE FOR RATE FOR
SIZE OF FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
---- ---------- ---------- ---------- ----------
PHOENIX MULTI-PORTFOLIO
FUND
Phoenix-Seneca Mid-Cap
Fund $300.0 0.75% 0.70% 0.65%

SIZE OF FUND RATE OF
FUND (MILLIONS) COMPENSATION
---- ---------- ------------
PHOENIX-SENECA FUNDS
Phoenix-Seneca Growth Fund $64.0 0.70%
Phoenix-Seneca Mid Cap
"EDGE" Fund $18.7 0.80%

RATE FOR RATE FOR RATE FOR
SIZE OF FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
---- ---------- ---------- ---------- ----------
PHOENIX SERIES FUND
Phoenix-Engemann
Aggressive Growth Fund $333.2 0.70% 0.65% 0.60%

RATE FOR RATE FOR RATE FOR
SIZE OF FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
---- ---------- ---------- ---------- ----------
PHOENIX STRATEGIC EQUITY
SERIES FUND
Phoenix Equity
Opportunities Fund $200.5 0.70% 0.65% 0.60%
Phoenix Small Cap Fund $209.3 0.75% 0.70% 0.65%
Phoenix Strategic Theme
Fund $191.9 0.75% 0.70% 0.65%

RATE FOR
SIZE OF FUND RATE FOR FIRST EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION
---- ---------- ---------- ----------
PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS
Phoenix Duff & Phelps
Institutional Growth Stock
Portfolio $67.2 0.60% 0.55%

<PAGE>

RATE FOR RATE FOR RATE FOR
SIZE OF FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $250,000,000 $250,000,000 $500,000,000
---- ---------- ------------ ------------ ------------
THE PHOENIX EDGE SERIES
FUND
Phoenix-Goodwin Growth
Series $1,928.3 0.70% 0.65% 0.60%
Phoenix-Oakhurst Growth
and Income Series $ 57.5 0.70% 0.65% 0.60%
Phoenix-Hollister Value
Equity Series $ 7.3 0.70% 0.65% 0.60%
Phoenix-Goodwin
Strategic Theme Series $ 99.1 0.75% 0.70% 0.65%

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

THE ADVISORY AGREEMENT
PIC acts as investment adviser to the Series under an Investment Advisory
Agreement dated January 1, 1994, as amended, (the "Advisory Agreement"). Under
the Advisory Agreement, PIC is entitled to a fee, payable monthly, at the annual
rate of 0.70% of the Series' average daily net assets of up to $1 billion, 0.65%
of the Series' average daily net assets from $1 billion to $2 billion and 0.60%
of the Series' average daily net assets in excess of $2 billion.

The Advisory Agreement provides that the Adviser 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 Adviser, at its expense, also furnishes to the Trust
adequate office space and facilities and certain administrative services,
including the services of any member of its staff who serves as an officer of
the Trust. All costs and expenses (other than those specifically referred to as
being borne by the Adviser) incurred in the operation of the Trust are borne by
the Trust. Such expenses include, but are not limited to, all expenses incurred
in the operation of the Trust and any public offering of its shares, including,
among others, interest, taxes, brokerage fees and commissions, fees of Trustees
who are not full-time employees of the Adviser or any of its affiliates,
expenses of Trustees' and shareholders' meetings, including the cost of printing
and mailing proxies, expenses of insurance premiums for fidelity and other
coverage, expenses of repurchase and redemption of shares, expenses of issue and
sale of shares (to the extent not borne by the national distributor under its
agreement with the Trust), expenses of printing and mailing stock certificates
representing shares of the Trust, association membership dues, charges of
custodians, transfer agents, dividend disbursing agents and financial agents,
bookkeeping, auditing and legal

17
<PAGE>

expenses. The Trust will also pay the fees and bear the expense of registering
and maintaining the registration of the Trust and its shares with the Securities
and Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to existing shareholders. Additionally, if authorized by the Trustees,
the Trust will pay for extraordinary expenses and expenses of a non-recurring
nature which may include, but not be limited to, the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Trust is a party. The Series will pay expenses
incurred in its own operation and will also pay a portion of the Trust's general
administration expenses allocated on the basis of the asset values of each of
the respective series of the Trust.

Under the Advisory Agreement, the Adviser has agreed to reimburse the Trust
monthly for the amount, if any, by which the total operating and management
expenses of any series (including the Adviser's compensation, but excluding
interest, taxes, brokerage fees and commissions, and extraordinary expenses) for
any fiscal year exceed the level of expenses which such series is permitted to
bear under the most restrictive expense limitation imposed (and not waived) on
open-end investment companies by any state in which shares of such series are
then qualified for sale.

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

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

The terms and conditions of the Advisory Agreement have been approved
annually by the Trustees, including a majority of the Disinterested Trustees,
most recently on November 18, 1998. The Advisory Agreement was last approved by
the shareholders on November 22, 1993.

18
<PAGE>

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

Michael E. Haylon, an officer of the Trust, is President and a director of
the Adviser. Philip R. McLoughlin, Trustee and President of the Trust, is a
director and Chairman of the Adviser. William R. Moyer, Vice President of the
Trust, is Senior Vice President, Chief Financial Officer and Treasurer of the
Adviser. David L. Albrycht, Steven L Colton, Ronald K. Jacks, Richard D. Little,
Timothy P. Norman, Leonard J. Saltiel, James D. Wehr, officers of the Trust, are
also officers of the Adviser.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In fiscal year 1998, W. S. Griffith & Co., Inc., a broker-dealer subsidiary
of Phoenix, received $12,771 in Series related commissions attributed to a
clearing arrangement with an unaffiliated broker-dealer.

UNDERWRITER AND ADMINISTRATOR
PEPCO acts as financial agent for the Fund for which it was paid
$1,989,025 for its services during the Fund's last fiscal year.

RECOMMENDATION

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

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

<PAGE>

ADDITIONAL INFORMATION

INVESTMENT ADVISERS AND ADMINISTRATOR
Phoenix-Aberdeen International Advisors, LLC, One American Row, Hartford,
CT 06102 serves as investment adviser to the Aberdeen New Asia Series. Duff &
Phelps Investment Management Co., 55 East Monroe Street, Chicago, IL 60603
serves as investment adviser to the Real Estate Securities Series. Phoenix
Investment Counsel, Inc., 56 Prospect Street, Hartford, CT 06115-0480 serves as
investment adviser to all other series of the Fund.

Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, CT 06083-2200 serves as the Fund's financial agent.

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
June 30, 1999

20
<PAGE>

EXHIBIT A

THE PHOENIX EDGE SERIES FUND

SUBADVISORY AGREEMENT
---------------------

August __, 1999

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

RE: SUBADVISORY AGREEMENT

Gentlemen:

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

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

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

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

3. Services of Subadviser. The Subadviser shall provide the services set
forth herein and in Schedule A attached hereto and made a part hereof. In
providing management services to the Series, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust

<PAGE>

as they apply to the Series and as set forth in the Trust's then current
Prospectus and Statement of Additional Information (as the same may be
modified from time to time), and to the Trust's Agreement and Declaration
of Trust, to the investment and other restrictions set forth in the Act,
the Securities Act of 1933 and the Internal Revenue Code and the rules and
regulations thereunder, and to the supervision and control of the Trustees
of the Trust (the "Trustees"). The Subadviser shall not, without the
Adviser's prior approval, effect any transactions which would cause the
Series at the time of the transaction to be out of compliance with any of
such restrictions or policies.

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

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

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

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

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

5. Transaction Procedures. All transactions for the Series will be
consummated by payment to, or delivery by, the Custodian(s) from time to
time designated by the Trust (the "Custodian"), or such depositories or
agents as may be designated by the Custodian pursuant to its agreement
with the Trust (the "Custodian Agreement"), of all cash and/or securities
due to or from the Series. The Subadviser shall not have possession or
custody of such cash and/or securities or any responsibility or liability
with respect to such custody. The Subadviser shall advise the Custodian
and confirm in writing to the Trust all investment orders for the Series
placed by it with brokers and dealers at the time and in the manner set
forth in the Custodian Agreement and in Schedule B hereto (as amended from
time to time). The Trust shall issue to the Custodian such

2
<PAGE>

instructions as may be appropriate in connection with the settlement of
any transaction initiated by the Subadviser. The Trust shall be
responsible for all custodial arrangements and the payment of all
custodial charges and fees, and, upon giving proper instructions to the
Custodian, the Subadviser shall have no responsibility or liability with
respect to custodial arrangements or the acts, omissions or other conduct
of the Custodian.

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

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

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

3
<PAGE>

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

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

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

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

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

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

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

4
<PAGE>

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

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

D. Reference is hereby made to the Declaration of Trust dated 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 or
hereafter so filed with the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law. 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; only the trust
estate under said Declaration of Trust is liable. Without limiting the
generality of the foregoing, neither the Subadviser nor any of its
officers, directors, partners, shareholders or employees shall, under
any circumstances, have recourse or cause or willingly permit recourse
to be had directly or indirectly to any personal, statutory, or other
liability of any shareholder, Trustee, officer, agent or employee of
the Trust or of any successor of the Trust, whether such liability now
exists or is hereafter incurred for claims against the trust estate.

5
<PAGE>

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

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

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

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

6
<PAGE>

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

PHOENIX INVESTMENT COUNSEL, INC.

By: __________________________
Michael E. Haylon
President

ACCEPTED:

SENECA CAPITAL MANAGEMENT LLC

By: __________________________
Sandra J. Westhoff
Chief Operating Officer

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

7
<PAGE>

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

SUBADVISER FUNCTIONS

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

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

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

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

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

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

8
<PAGE>

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

OPERATIONAL PROCEDURES

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

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

1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).

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

9
<PAGE>

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

SUBADVISORY FEE

For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.10% of the average daily net
assets of the Phoenix-Goodwin Strategic Theme Series up to $201 million, 0.375%
of such value between $201 million and $1 billion, 0.350% of such value between
$1 billion and $2 billion, and 0.325% of such value in excess of $2 billion. The
fees shall be prorated for any month during which this agreement is in effect
for only a portion of the month. In computing the fee to be paid to the
Subadviser, the net asset value of the Trust and each Series shall be valued as
set forth in the then current registration statement of the Trust.

10
<PAGE>

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

RECORDS TO BE MAINTAINED BY THE SUBADVISER

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

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

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

A. Shall include the consideration given to:
(i) The sale of shares of the Trust by brokers or dealers.

(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Trust,
(b) The Adviser (Phoenix Investment Counsel, Inc.)
(c) The Subadviser, and
(d) Any person other than the foregoing.

(iii) Any other consideration other than the technical qualifications of
the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The name of the person responsible for making the determination of such
allocation and such division of brokerage commissions or other
compensation.

3. (Rule 3la-(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the

11
<PAGE>

purchase or sale of series securities. Where an authorization is made by a
committee or group, a record shall be kept of the names of its members who
participate in the authorization. There shall be retained as part of this
record: any memorandum, recommendation or instruction supporting or
authorizing the purchase or sale of series securities and such other
information as is appropriate to support the authorization.*

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

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

12
<PAGE>

EXHIBIT B

THE PHOENIX EDGE SERIES FUND

SUBADVISORY AGREEMENT
---------------------

August ___, 1999

Roger Engemann & Associates, Inc.
600 North Rosemead Boulevard
Pasadena, California 91107-2101

RE: SUBADVISORY AGREEMENT

Gentlemen:

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

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

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

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

3. Services of Subadviser. The Subadviser shall provide the services set forth
herein and in Schedule A attached hereto and made a part hereof. In
providing management services to the Series, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust as they apply to the Series and as set forth in the Trust's then
current

<PAGE>

Prospectus and Statement of Additional Information (as the same may be
modified from time to time), and to the Trust's Agreement and Declaration
of Trust and By-Laws, to the investment and other restrictions set forth in
the Act, the Securities Act of 1933 and the Internal Revenue Code and the
rules and regulations thereunder, and to the supervision and control of the
Trustees of the Trust (the "Trustees"). The Subadviser shall not, without
the Adviser's prior approval, effect any transactions which would cause the
Series at the time of the transaction to be out of compliance with any of
such restrictions or policies.

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

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

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

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

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

5. Transaction Procedures. All transactions for the Series will be consummated
by payment to, or delivery by, the Custodian(s) from time to time
designated by the Trust (the "Custodian"), or such depositories or agents
as may be designated by the Custodian pursuant to its agreement with the
Trust (the "Custodian Agreement"), of all cash and/or securities due to or
from the Series. The Subadviser shall not have possession or custody of
such cash and/or securities or any responsibility or liability with respect
to such custody. The Subadviser shall advise the Custodian and confirm in
writing to the Trust all investment orders for the Series placed by it with
brokers and dealers at the time and in the manner set forth in the
Custodian Agreement and in Schedule B hereto (as amended from time to
time). The Trust shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of

2
<PAGE>

any transaction initiated by the Subadviser. The Trust shall be responsible
for all custodial arrangements and the payment of all custodial charges and
fees, and, upon giving proper instructions to the Custodian, the Subadviser
shall have no responsibility or liability with respect to custodial
arrangements or the acts, omissions or other conduct of the Custodian.

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

3
<PAGE>

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

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

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

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

4
<PAGE>

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

5
<PAGE>

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

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

14. Termination. This Agreement may be terminated by 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 sixty (60) 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.

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

6
<PAGE>

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

PHOENIX INVESTMENT COUNSEL, INC.

By: __________________________
Michael E. Haylon
President

ACCEPTED:

ROGER ENGEMANN & ASSOCIATES, INC.

By: __________________________
Name: J. Roger Engemann
Title: President

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

7
<PAGE>

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

SUBADVISER FUNCTIONS

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

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

8
<PAGE>

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

OPERATIONAL PROCEDURES

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

9
<PAGE>

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

SUBADVISORY FEE

For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.10% of the average daily net
assets of the Phoenix-Goodwin Growth Series up to $3 billion and 0.30% of such
value in excess of $3 billion. The fees shall be prorated for any month during
which this agreement is in effect for only a portion of the month. In computing
the fee to be paid to the Subadviser, the net asset value of the Trust and each
Series shall be valued as set forth in the then current registration statement
of the Trust.

10
<PAGE>

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

RECORDS TO BE MAINTAINED BY THE SUBADVISER

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

11
<PAGE>

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

12
<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 August 4, 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 PROXY IN FAVOR OF THE
PROPOSALS. PLEASE VOTE PROMPTLY.

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

<TABLE>
<S> <C>
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:
1. TO APPROVE OR NOT APPROVE INVESTMENT SUBADVISORY For Against Abstain
AGREEMENT WITH SENECA CAPITAL MANAGEMENT LLC [ ] [ ] [ ]

2. TO APPROVE OR NOT APPROVE INVESTMENT SUBADVISORY
AGREEMENT WITH ROGER ENGEMANN & ASSOCIATES, INC. [ ] [ ] [ ]

3. 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
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</TABLE>