PHOENIX EDGE SERIES FUND, 497, 2000-09-08

PHOENIX EDGE SERIES FUND
497, 2000-09-08

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THE PHOENIX EDGE SERIES FUND

SUPPLEMENT DATED SEPTEMBER 8, 2000
TO
PROSPECTUS DATED AUGUST 10, 2000

THE INFORMATION CONTAINED IN THIS SUPPLEMENT UPDATES AND REVISES YOUR
PROSPECTUS. THIS INFORMATION APPLIES ONLY TO THE PHOENIX-SCHAFER MID-CAP VALUE
SERIES.

The Board of Trustees of The Phoenix Edge Series Fund voted to discontinue the
subadvisory contract with Schafer Capital Management, Inc. The Board also
approved a subadvisory contract with Sanford C. Bernstein & Co., Inc. Both
actions take effect after the close of business on September 30, 2000. The
Series' investment objective, principal investment strategies and principal
risks will remain the same. The fees and expenses associated with the Series
will not increase.

After September 30, 2000, references to Schafer Capital Management, Inc. as
subadvisor to the Series are no longer valid and are replaced by the following:

SUBADVISOR - Sanford C. Bernstein & Co., Inc. (Sanford Bernstein) serves as
subadvisor to the Series. Sanford Bernstein's principal place of business is at
767 Fifth Avenue, New York, New York 10153. Sanford Bernstein has been engaged
in the investment management business since 1967, specializing in long-term
investing in equity markets. As of June 30, 2000, Sanford Bernstein had
approximately $81 billion in assets under management.

PORTFOLIO MANAGEMENT - Sanford Bernstein's Small/Mid-Cap Equity Investment
Policy Group will make investment decisions for the Series. This group includes
the firm's chairman, chief investment officer, director of research and senior
portfolio managers.

On or about September 30, 2000 the name of the Series will be changed to
Phoenix-Sanford Mid-Cap Value Series.

TF647

<PAGE>

The Phoenix Edge
Series Fund

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US AT:

[envelope] PHOENIX VARIABLE PRODUCTS
MAIL OPERATIONS
PO Box 8027
Boston, MA 02266-8027
[telephone] Tel. 800/541-0171

PROSPECTUS AUGUST 10, 2000

The Phoenix Edge Series Fund (the "Fund") is an open-end management
investment company which is intended to meet a wide range of investment
objectives with its many separate series. Generally, each series operates as if
it were a separate fund.

The shares of the Fund are not directly offered to the public. You can
invest in the fund only by buying a variable accumulation annuity contract or a
variable universal life insurance policy offered by Phoenix Home Life Mutual
Insurance Company ("Phoenix"), PHL Variable Insurance Company ("PHL Variable"),
or Phoenix Life and Annuity Company ("PLAC"), and directing the allocation of
your payment(s) to the subaccount(s) corresponding to the series in which you
wish to invest. The subaccounts, in turn, invest in shares of the Fund. Not all
series may be offered through a particular contract or policy. The Fund also
offers its shares through other Phoenix products.

This prospectus describes each of the series and provides important
information you should know before investing in any series of the Fund. You
should read this prospectus carefully and keep it for future reference.

MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.
[diamond] Phoenix-Aberdeen International Series
[diamond] Phoenix-Engemann Capital Growth Series
[diamond] Phoenix-Engemann Nifty Fifty Series
[diamond] Phoenix-Engemann Small & Mid-Cap Growth Series
[diamond] Phoenix-Goodwin Money Market Series
[diamond] Phoenix-Goodwin Multi-Sector Fixed Income Series
[diamond] Phoenix-Hollister Value Equity Series
[diamond] Phoenix-Oakhurst Balanced Series
[diamond] Phoenix-Oakhurst Growth and Income Series
[diamond] Phoenix-Oakhurst Strategic Allocation Series
[diamond] Phoenix-Seneca Mid-Cap Growth Series
[diamond] Phoenix-Seneca Strategic Theme Series

MANAGED BY PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
[diamond] Phoenix-Aberdeen New Asia Series

MANAGED BY DUFF & PHELPS INVESTMENT MANAGEMENT CO.
[diamond] Phoenix-Duff & Phelps Real Estate Securities Series

MANAGED BY PHOENIX VARIABLE ADVISORS, INC.
[diamond] Phoenix-Bankers Trust Dow 30 Series
[diamond] Phoenix-Bankers Trust Nasdaq-100 Index(R) Series
[diamond] Phoenix-Federated U.S. Government Bond Series
[diamond] Phoenix-J.P. Morgan Research Enhanced Index Series
[diamond] Phoenix-Janus Equity Income Series
[diamond] Phoenix-Janus Flexible Income Series
[diamond] Phoenix-Janus Growth Series
[diamond] Phoenix-Morgan Stanley Focus Equity Series
[diamond] Phoenix-Schafer Mid-Cap Value Series

We are offering this product only where we may lawfully do so. You should
rely only on the information contained in this document or in one that we have
referred you to. We have not authorized anyone to provide you with information
that is different.

These securities have not been approved or disapproved by the Securities and
Exchange Commission ("SEC"), nor has the Commission determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

Phoenix Edge Series Fund 1
<PAGE>

TABLE OF CONTENTS
Heading Page
--------------------------------------------------------------------------------
PHOENIX-ABERDEEN INTERNATIONAL SERIES..................... 3
Investment Risk and Return Summary ...................... 3
Series' Expenses ........................................ 4
Financial Highlights..................................... 4
PHOENIX-ABERDEEN NEW ASIA SERIES ......................... 5
Investment Risk and Return Summary ...................... 5
Series' Expenses ........................................ 6
Financial Highlights..................................... 7
PHOENIX-BANKERS TRUST DOW 30 SERIES....................... 8
Investment Risk and Return Summary ...................... 8
Series' Expenses ........................................ 8
Financial Highlights..................................... 9
PHOENIX-Bankers Trust Nasdaq-100 Index(R) SERIES.......... 10
Investment Risk and Return Summary ...................... 10
Series' Expenses ........................................ 10
Financial Highlights..................................... 10
PHOENIX-DUFF & PHELPS REAL ESTATE
SECURITIES SERIES ....................................... 11
Investment Risk and Return Summary ...................... 11
Series' Expenses......................................... 12
Financial Highlights..................................... 12
PHOENIX-ENGEMANN CAPITAL GROWTH SERIES ................... 13
Investment Risk and Return Summary ...................... 13
Series' Expenses......................................... 14
Financial Highlights..................................... 15
PHOENIX-ENGEMANN NIFTY FIFTY SERIES....................... 16
Investment Risk and Return Summary ...................... 16
Series' Expenses ........................................ 16
Financial Highlights..................................... 17
PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES ........... 18
Investment Risk and Return Summary ...................... 18
Series' Expenses ........................................ 18
Financial Highlights..................................... 19
PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES............. 20
Investment Risk and Return Summary ...................... 20
Series' Expenses ........................................ 20
Financial Highlights..................................... 21
PHOENIX-GOODWIN MONEY MARKET SERIES ...................... 22
Investment Risk and Return Summary ...................... 22
Series' Expenses ........................................ 23
Financial Highlights..................................... 24
PHOENIX-GOODWIN MULTI-SECTOR FIXED
INCOME SERIES............................................ 25
Investment Risk and Return Summary ...................... 25
Series' Expenses ........................................ 26
Financial Highlights..................................... 27
PHOENIX-HOLLISTER VALUE EQUITY SERIES .................... 28
Investment Risk and Return Summary ...................... 28
Series' Expenses ........................................ 29
Financial Highlights..................................... 30
PHOENIX-J.P. MORGAN RESEARCH ENHANCED
INDEX SERIES........................................... 31
Investment Risk and Return Summary ...................... 31
Series' Expenses ........................................ 31
Financial Highlights..................................... 32
PHOENIX-JANUS EQUITY INCOME SERIES........................ 33
Investment Risk and Return Summary ...................... 33
Series' Expenses ........................................ 33
Financial Highlights..................................... 34
PHOENIX-JANUS FLEXIBLE INCOME SERIES...................... 35
Investment Risk and Return Summary ...................... 35
Series' Expenses ........................................ 35
Financial Highlights..................................... 36
PHOENIX-JANUS GROWTH SERIES............................... 37
Investment Risk and Return Summary ...................... 37
Series' Expenses ........................................ 37
Financial Highlights..................................... 38
PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES................ 39
Investment Risk and Return Summary ...................... 39
Series' Expenses ........................................ 39
Financial Highlights..................................... 40
PHOENIX-OAKHURST BALANCED SERIES.......................... 41
Investment Risk and Return Summary ...................... 41
Series' Expenses ........................................ 42
Financial Highlights..................................... 43
PHOENIX-OAKHURST GROWTH AND INCOME SERIES................. 44
Investment Risk and Return Summary ...................... 44
Series' Expenses ........................................ 45
Financial Highlights..................................... 46
PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES.............. 47
Investment Risk and Return Summary ...................... 47
Series' Expenses ........................................ 48
Financial Highlights..................................... 49
PHOENIX-SCHAFER MID-CAP VALUE SERIES ..................... 50
Investment Risk and Return Summary ...................... 50
Series' Expenses ........................................ 50
Financial Highlights..................................... 51
PHOENIX-SENECA MID-CAP GROWTH SERIES ..................... 52
Investment Risk and Return Summary ...................... 52
Series' Expenses ........................................ 53
Financial Highlights..................................... 54
PHOENIX-SENECA STRATEGIC THEME SERIES..................... 55
Investment Risk and Return Summary ...................... 55
Series' Expenses ........................................ 56
Financial Highlights..................................... 57
ADDITIONAL DISCUSSION OF EACH SERIES' INVESTMENT
STRATEGIES AND MANAGEMENT................................ 58
Phoenix-Aberdeen International Series.................... 58
Phoenix-Aberdeen New Asia Series......................... 60
Phoenix-Bankers Trust Dow 30 Series...................... 62
Phoenix-Bankers Trust Nasdaq-100 Index(R) Series......... 64
Phoenix-Duff & Phelps Real Estate Securities Series...... 66
Phoenix-Engemann Capital Growth Series................... 68
Phoenix-Engemann Nifty Fifty Series...................... 71
Phoenix-Engemann Small & Mid-Cap Growth Series........... 72
Phoenix-Federated U.S. Government Bond Series............ 74
Phoenix-Goodwin Money Market Series...................... 76
Phoenix-Goodwin Multi-Sector Fixed Income Series......... 77
Phoenix-Hollister Value Equity Series.................... 80
Phoenix-J.P. Morgan Research Enhanced
Index Series............................................ 82
Phoenix-Janus Equity Income Series....................... 84
Phoenix-Janus Flexible Income Series..................... 86
Phoenix-Janus Growth Series.............................. 89
Phoenix-Morgan Stanley Focus Equity Series............... 91
Phoenix-Oakhurst Balanced Series......................... 94
Phoenix-Oakhurst Growth and Income Series................ 96
Phoenix-Oakhurst Strategic Allocation Series............. 99
Phoenix-Schafer Mid-Cap Value Series..................... 100
Phoenix-Seneca Mid-Cap Growth Series..................... 103
Phoenix-Seneca Strategic Theme Series.................... 106
INVESTMENT RESTRICTIONS................................... 108
PORTFOLIO TURNOVER........................................ 108
THE FUND AND ITS MANAGEMENT............................... 109
SHARES OF BENEFICIAL INTEREST............................. 109
NET ASSET VALUE........................................... 109
TAXES..................................................... 110
APPENDIX.................................................. 111

2 Phoenix Edge Series Fund
<PAGE>

PHOENIX-ABERDEEN INTERNATIONAL SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
Phoenix-Aberdeen International Series has an investment objective of high
total return consistent with reasonable risk. There is no guarantee that the
series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The advisor will invest primarily in corporate stock of established
non-U.S. companies believed to have potential for capital growth,
income or both. Under normal circumstances, the series will invest at
least 80% of its total assets in non-U.S. issuers located in not less
than 3 countries.

[diamond] The series may invest any amount for capital growth or for income. In
determining whether assets will be invested for capital growth or for
income, the advisor will analyze the international equity and fixed
income markets and assess the degree of risk and level of return that
can be expected from each market.

[diamond] The series may invest in convertible securities, preferred stock,
bonds, notes and other debt instruments of companies and obligations
of domestic or foreign governments.

[diamond] The series may invest up to 10% of its total assets in below
investment grade bonds, or so-called "junk bonds."

[diamond] The series may engage in certain options transactions, and enter into
futures contracts and related options for hedging purposes, invest in
repurchase agreements and engage in "securities lending."

[diamond] The series may invest in small companies as well as large companies.

[diamond] The series may invest in companies in foreign countries with
"emerging markets."

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will seek to increase the value of your shares by investing in
securities the advisor expects to have potential for capital growth or income or
both. Most of the series' investments will be in common stocks and other equity
investments. Conditions affecting the overall economy, specific industries or
companies in which the series invests can be worse than expected. As a result,
the value of your shares may decrease. Increases in interest rates affecting the
global economy, particular industries or specific companies can cause fixed
income investments that the series may own to decline in value. This, too, can
cause your share value to decrease.

Unlike many other funds, this series may make significant investments in
companies in foreign countries and in foreign governments, including some
"emerging market" countries (those with markets that are not fully developed).
Political and economic uncertainty as well as relatively less public information
about investments may negatively impact the series' portfolio. Some investments
may be made in currencies other than U.S. dollars that will fluctuate in value
as a result of changes in the currency exchange rate. Foreign markets and
currencies may not perform as well as U.S. markets. Emerging market countries
and companies doing business in emerging markets may not have the same range of
opportunities as countries and their companies in developed nations. They also
may have more obstacles to financial success.

This series also may invest in small companies as well as larger companies.
Smaller companies, regardless of their location, may be affected to a greater
extent than larger companies by changes in general economic conditions and
conditions in particular industries. Smaller companies also may be relatively
new and not have the same operating history and "track record" as larger
companies. This could make future performance of smaller companies more
difficult to predict.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Aberdeen International Series. The bar chart shows
changes in the series' performance from year to year over the life of the
series.(1) The table shows how the series' average annual returns for 1 and 5
years and for the life of the series compare to those of a broad-based
securities market index. The series' past performance is not necessarily an
indication of how the series will perform in the future.

PHOENIX-ABERDEEN INTERNATIONAL SERIES

CALENDAR YEAR ANNUAL RETURN (%)
1991 19.67%
1992 -12.81%
1993 38.44%
1994 0.03%
1995 9.59%
1996 18.65%
1997 12.04%
1998 27.92%
1999 29.49%

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 22.89%
(quarter ended March 1998) and the lowest return for a quarter was -16.67%
(quarter ended September 1998).

Phoenix-Aberdeen International Series 3
<PAGE>

---------------------------------------------------------------
AVERAGE ANNUAL
TOTAL RETURNS
(FOR THE PERIOD ONE FIVE LIFE OF
ENDED 12/31/99) YEAR YEARS THE SERIES(1)
---------------------------------------------------------------
Phoenix-Aberdeen 29.49% 19.27% 12.79%
International Series
---------------------------------------------------------------
MSCI EAFE Index(2) 27.30% 13.15% 10.14%
---------------------------------------------------------------
(1) Since May 1, 1990.

(2) The Morgan Stanley Capital International EAFE Index is an unmanaged,
commonly used measure of foreign stock fund performance, which includes net
dividends reinvested. Total return figures are net of foreign withholding
taxes. The EAFE Index is an aggregate of 19 individual country indexes in
Europe, Australasia, New Zealand and the Far East.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)
Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses 0.26%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES 1.01%
=====

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

The example assumes that you invest $10,000 in the series for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the series' operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net asset value, beginning of period........................ $15.46 $14.53 $14.52 $12.70 $11.85
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).............................. 0.23 0.12(1) 0.12(1) 0.11(1) 0.12(1)
Net realized and unrealized gain (loss)................... 4.13 3.94 1.61 2.25 1.02
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS........................ 4.36 4.06 1.73 2.36 1.14
----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income...................... (0.25) -- (0.22) (0.19) (0.04)
Dividends from net realized gains......................... (2.24) (3.13) (1.50) (0.33) (0.25)
In excess of net investment income........................ (0.14) -- -- (0.02) --
----- --- --- ----- ---
TOTAL DISTRIBUTIONS..................................... (2.63) (3.13) (1.72) (0.54) (0.29)
----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE................................... 1.73 0.93 0.01 1.82 0.85
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD.............................. $17.19 $15.46 $14.53 $14.52 $12.70
====== ====== ====== ====== ======
Total Return................................................ 29.49% 27.92% 12.04% 18.65% 9.59%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)..................... $298,973 $241,915 $194,108 $172,668 $134,455
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses........................................ 1.01% 0.98% 1.01% 1.04% 1.07%
Net investment income..................................... 0.81% 0.72% 0.72% 0.80% 0.95%
Portfolio turnover rate..................................... 79% 93% 184% 142% 249%
(1) Computed using average shares outstanding.
</TABLE>

4 Phoenix-Aberdeen International Series
<PAGE>

PHOENIX-ABERDEEN NEW ASIA SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE
Phoenix-Aberdeen New Asia Series has an objective of long-term capital
appreciation from a diversified portfolio invested primarily in equity
securities of issuers located in at least 3 different countries located in Asia,
other than Japan. There is no guarantee that the series will achieve its
objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] Under normal circumstances, the series will invest at least 65% of
its total assets in common stocks, preferred stocks and convertible
securities of issuers organized and principally operating in Asia,
excluding Japan.

[diamond] The advisor will seek out equity securities of companies that it
believes have the potential to appreciate.

[diamond] The series will invest in countries having more established markets
in region of Asian countries. The Asian countries ordinarily will
consist of 3 or more of the following -

o China o Hong Kong
o India o Indonesia
o South Korea o Malaysia
o Pakistan o Philippines
o Singapore o Sri Lanka
o Taiwan o Thailand

In determining distribution of investments among markets the advisor will
consider relative -

[diamond] prospects for growth
[diamond] levels of inflation
[diamond] price levels
[diamond] government policies affecting business
[diamond] currency stability

The series may invest in developing and emerging market countries.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will seek to increase the value of your shares by investing in
securities the advisor expects to increase in value. Most of the series'
investments will be in common stocks and other equity securities. Conditions
affecting the global or local economy, specific industries or companies in which
the series invests can be worse than expected. As a result, the value of your
shares may decrease. If your financial circumstances are likely to require you
to sell your shares at any particular time, rather than holding them
indefinitely, you run the risk that your sale of shares will occur when share
values have declined.

The series may invest in companies with medium capitalizations. It also may
invest in small companies as well as large companies. Investments in companies
with small and medium capitalizations make the series more volatile than funds
which invest in companies with larger capitalizations. The smaller companies may
be affected to a greater extent than larger companies by changes in general
economic conditions and conditions in particular industries. Smaller companies
also may be relatively new and not have the same operating history and "track
record" as larger companies. This could make future performance of smaller
companies more difficult to predict.

The series may invest in below-investment grade securities (so called "junk
bonds"). Below-investment grade securities present a greater risk that the
issuer will not be able to make interest or principal payments on time. If this
happens, the series would lose income and could expect a decline in the market
value of the securities.

The series will invest in companies in foreign countries. Political and
economic uncertainty as well as less public information about investments may
negatively impact the series' portfolio. Some investments may be made in
currencies other than U.S. dollars that will fluctuate in value as a result of
changes in the currency exchange rate. Foreign markets and currencies may not
perform as well as U.S. markets.

The series may invest in illiquid securities that cannot be sold quickly.
Illiquid securities may have a lower value than comparable securities that have
active markets for resale, and they can lose their value more quickly under
unfavorable conditions.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Aberdeen New Asia Series. The bar chart shows changes
in the series' performance from year to year over the life of the series (see
footnote 1 on following page). The table shows how the series' average annual
returns for one year and for the life of the series compare to those of a
broad-based securities market index. The series' past performance is not
necessarily an indication of how the series will perform in the future.

Phoenix-Aberdeen New Asia Series 5
<PAGE>

PHOENIX-ABERDEEN NEW ASIA SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1997 -32.39
1998 - 4.44
1999 50.96

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 28.22%
(quarter ended June 1999) and the lowest return for a quarter was -23.85%
(quarter ended December 1997).

--------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS LIFE OF
(FOR THE PERIOD ENDED 12/31/99) ONE YEAR THE SERIES(1)
--------------------------------------------------------------
Phoenix-Aberdeen New Asia 50.96% -.71%
Series
--------------------------------------------------------------
MSCI AC Asia Pacific Ex 55.23% .88%
Japan Index(2)
--------------------------------------------------------------

(1) Since September 17, 1996.

(2) Morgan Stanley Capital International All Country Asia Pacific (excluding
Japan) Index is a market-value weighted average of the performance of
securities listed on the stock exchanges of 14 countries in Asia and the
Pacific Basin which includes net dividends reinvested. Total return figures
are net of foreign withholding tax. Performance is calculated on a total
return basis, as reported by Frank Russell Company.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Sales Charge imposed on purchases None
Sales Charge imposed on reinvested dividends None
Deferred Sales Charge None
Redemption Fee None
Exchange Fee None
ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM SERIES' ASSETS)
Management Fees 1.00%
Distribution and Service (12b-1) Fees None
Other Expenses 1.39%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 2.39%
=====
(1) The series' investment advisor has agreed to reimburse through December 31,
2000 the Phoenix-Aberdeen New Asia Series' operating expenses other than
management fees and distribution and service fees to the extent that such
expenses exceed 0.25% of the average net assets of the series. Actual total
annual fund operating expenses after expense reimbursement were 1.25% for
the year ended December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other mutual funds.

----------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS

----------------------------------------------------------------
Phoenix-Aberdeen $242 $745 $1,275 $2,726
New Asia Series
----------------------------------------------------------------

Note: Your actual expenses would be lower than those shown in the tables
above since the expense levels used to calculate the figures shown do not
include the reimbursement of expenses over certain levels by the series'
investment advisor.

6 Phoenix-Aberdeen New Asia Series
<PAGE>

FROM
YEAR ENDED DECEMBER 31, INCEPTION
---------------------- 9/17/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period.......................................... $ 6.13 $ 6.44 $ 9.96 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................................................ 0.11(4) 0.13(4) 0.15 0.05
Net realized and unrealized gain (loss)..................................... 3.00 (0.41) (3.36) (0.04)
----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS.......................................... 3.11 (0.28) (3.21) 0.01
----- ----- ----- -----
LESS DISTRIBUTIONS: (0.08)
Dividends from net investment income........................................ (0.03) (0.15) (0.05)
Dividends from net realized gains........................................... -- -- (0.01) --
In excess of net investment income.......................................... -- -- (0.10) --
Tax return of capital....................................................... -- -- (0.05) --
--- --- ----- ---
TOTAL DISTRIBUTIONS....................................................... (0.08) (0.03) (0.31) (0.05)
----- ----- -----
CHANGE IN NET ASSET VALUE..................................................... 3.03 (0.31) (3.52) (0.04)
----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD................................................ $ 9.16 $ 6.13 $ 6.44 $ 9.96
====== ====== ====== ======
Total Return.................................................................. 50.96% (4.44)% (32.39)% 0.16%(3)
RATIOS/SUPPLEMENTAL DATA: $17,838
Net assets, end of period (thousands)....................................... $ 9,510 $10,017 $11,585
RATIO TO AVERAGE NET ASSETS OF: 1.25%
Operating expenses(1)....................................................... 1.25% 1.25% 1.25%(2)
Net investment income....................................................... 1.49% 2.09% 1.63% 2.40%(2)
Portfolio turnover rate....................................................... 35% 46% 27% 2%(3)
</TABLE>

(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.39%,
2.50%, 2.00% and 2.87% for the periods ended December 31, 1999, 1998, 1997
and 1996, respectively.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.

Phoenix-Aberdeen New Asia Series 7
<PAGE>

PHOENIX-BANKERS TRUST DOW 30 SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Bankers Trust Dow 30 Series seeks to track the total return of
the Dow Jones Industrial Average(SM),(1) (the "DJIA(SM)") before fund expenses.
There is no guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series will invest primarily in the equity securities of the 30
companies comprising the DJIA(SM) in the same proportions that they
are represented in the DJIA(SM).

[diamond] The series employs a "passively" managed investment approach. The
series matches rather than underweights or overweights its investment
in each component security of the DJIA(SM).

[diamond] The series may invest in Equity Equivalents such as stock index
futures contracts and publicly-traded index securities. Such
investments replicate investments in the DJIA(SM), but their use may
lower transaction costs and permit improved management of cash flow.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

Unlike other series that do not attempt to track an index, the series may
not use certain techniques to reduce the risk of loss. For example, the series
will not keep any significant portion of its assets in cash. As a result, the
series may go down in value more than an actively managed series in the event of
a general market decline.

The series' "non-diversified" status allows it to invest more than 5% of its
assets in the stock of a single company. To the extent the series invests a
greater percentage of its assets in a single company, the series has greater
exposure to the performance and risks of the stock of that company.

PERFORMANCE TABLES
The Phoenix-Bankers Trust Dow 30 Series has been in existence only since
December 15, 1999 and thus has not had an annual return for one full calendar
year. The table below shows how the series' total return since inception
compares to that of a broad-based securities market index for that period. You
should expect that the series' performance will fluctuate from year to year,
sometimes significantly. The series' past performance is not necessarily an
indication of how the series will perform in the future.

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

(1) The "Dow Jones" and "Dow Jones Industrial Average(SM)" are service marks of
Dow Jones & Company, Inc. and have been licensed for use for certain
purposes by the Fund. The Phoenix-Bankers Trust Dow 30 Series, while based
on the Dow Jones Industrial Average(SM), is not sponsored, endorsed, sold or
promoted by Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in such products(s).

--------------------------------------------------------------
TOTAL RETURN LIFE OF THE
(FOR THE PERIOD ENDED 12/31/99)(1) SERIES(2)
--------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Series 2.52%
--------------------------------------------------------------
Dow Jones Industrial Average(SM)(3) 2.50%
--------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since December 15, 1999.

(3) The Dow Jones Industrial Average(SM) is an unmanaged index composed of 30
stocks chosen to represent certain sectors of the American economy. You
cannot invest directly in this index.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

(1) The Phoenix-Bankers Trust Dow 30 Series investment advisor has agreed to
reimburse through December 31, 2000 the Phoenix-Bankers Trust Dow 30 Series'
expenses other than management fees to the extent such expenses exceed 0.15%
of its total average net assets. Actual total annualized series' operating
expense reimbursements were 0.50% for the year ended December 31, 1999.

(2) As a new series, other expenses and total annual series' operating expenses
are estimates of the expenses that will be incurred in the series' first
fiscal year without reimbursements.

8 Phoenix-Bankers Trust Dow 30 Series
<PAGE>

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

------------------------------------------------------------
1 YEAR 3 YEARS
------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Series $178 $551
------------------------------------------------------------

FROM
INCEPTION
12/15/99 TO
12/31/99
Net asset value, beginning of period.......................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................................ 0.01
Net realized and unrealized gain (loss)..................... 0.24
-----
TOTAL FROM INVESTMENT OPERATIONS.......................... 0.25
-----
LESS DISTRIBUTIONS:
Dividends from net investment income........................ (0.01)
-----
TOTAL DISTRIBUTIONS....................................... (0.01)
-----
CHANGE IN NET ASSET VALUE..................................... 0.24
-----
NET ASSET VALUE, END OF PERIOD................................ $10.24
======
Total Return.................................................. 2.52%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)....................... $5,143
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)....................................... 0.50%(1)
Net investment income....................................... 2.75%(1)
Portfolio turnover rate....................................... 1.41%(2)

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 7.81% for
the period ended December 31, 1999.

Phoenix-Bankers Trust Dow 30 Series 9
<PAGE>

PHOENIX-BANKERS TRUST NASDAQ-100
INDEX(R) SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES

The Phoenix-Bankers Trust Nasdaq-100 Index(R) Series seeks to track the
total return of the Nasdaq-100 Index(R),(1) (the "Index") before fund expenses.
There is no guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series will invest primarily in the equity securities of the 100
companies comprising the Index in the same proportions that they are
represented in the Index.

[diamond] The Index currently consists of 100 of the largest non-financial
companies whose stock is actively traded and listed on the Nasdaq
Stock Market, Inc. These companies are typically among the largest
but not the most dominant firms in their respective industries.

[diamond] The series employs a "passively" managed investment approach. The
series matches rather than underweights or overweights its investment
in each component security of the Index.

[diamond] The series may invest in Equity Equivalents such as stock index
futures contracts and publicly-traded index securities. Such
investments replicate investments in the Index, but their use may
lower transaction costs and permit improved management of cash flow.

PRINCIPAL RISKS

If you invest in this series, you risk that you may lose your investment.
The value of shares purchased in the series fluctuates from day-to-day for a
variety of reasons, including changing economic conditions generally for certain
lines of business and changes or anticipated changes in prevailing interest
rates.

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

(1) The Nasdaq-100(R), Nasdaq-100 Index(R), and Nasdaq(R) are trade or service
marks of The Nasdaq Stock Market, Inc. (which with its affiliates are the
Corporations) and are licensed for use by The Phoenix Edge Series Fund. The
Phoenix-Bankers Trust Nasdaq-100 Index(R) Series has not been passed on by
the Corporations as to its legality or suitability, and the series is not
issued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS
MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE SERIES.

PERFORMANCE TABLES

The Phoenix-Bankers Trust Nasdaq-100 Index(R) Series is new and has not had
an annual return for one full calendar year.

SERIES' EXPENSES

This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)
Management Fees 0.35%
Distribution and Service (12b-1) Fees None
Other Expenses(1,2) 0.45%

TOTAL ANNUAL SERIES' OPERATING EXPENSES(2) 0.80%

(1) The Phoenix-Bankers Trust Nasdaq-100 Index(R) Series investment advisor has
agreed to reimburse through December 31, 2000 the Phoenix-Bankers Trust
Nasdaq-100 Index Series' expenses other than management fees to the extent
such expenses exceed 0.15% of its total average net assets.

(2) As a new series, other expenses and total annual series' operating expenses
are estimates of the expenses that will be incurred in the series' first
fiscal year without reimbursements.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

------------------------------------------------------------
1 YEAR 3 YEARS
------------------------------------------------------------

Phoenix-Bankers Trust $82 $255
Nasdaq-100(R) Index Series

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

FINANCIAL HIGHLIGHTS
The series has not yet commenced operations.

10 Phoenix-Bankers Trust Nasdaq-100 Index(R) Series

<PAGE>

PHOENIX-DUFF & PHELPS REAL ESTATE
SECURITIES SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE

The Phoenix-Duff & Phelps Real Estate Securities Series has an investment
objective of capital appreciation and income with approximately equal emphasis
through investments in real estate investment trusts and companies that operate,
manage, develop or invest in real estate. There is no guarantee that the series
will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series intends to invest at least 75% of its total assets in
marketable securities of publicly-traded real estate investment
trusts ("REITs") and companies that are principally engaged in the
real estate industry.

[diamond] The series may invest in common stock, rights or warrants to purchase
common stock, preferred stock and convertible debt.

[diamond] The series may invest up to 85% of its total assets in -

o marketable debt securities of companies principally engaged in the
real estate industry o mortgage-backed securities o short-term
investments

o mortgage-backed securities

o short-term investments

[diamond] For defensive purposes the series may invest up to 100% of its
total assets in short-term investments. When this happens, the
series may not achieve its investment objective.

[diamond] The series may invest in equity or debt securities of foreign
companies or governments.

[diamond] The series may invest in repurchase agreements and engage in
"securities lending."

PRINCIPAL RISKS
[diamond] If you invest in this series you risk that you may lose your
investment.

[diamond] The series is "non-diversified"; there is no limit on the percentage
of series assets that may be invested in the securities of any one
issuer.

[diamond] Value of series assets will fluctuate in response to changes in
economic conditions within the real estate industry, including, among
other things, possible declines in real estate values, general and
local economic conditions, availability of mortgage funds and natural
disasters.

[diamond] Equity REITs may be affected by changes in the value of underlying
property owned by the REIT. Mortgage REITs may be affected by the
quality of any credit extended. All REITs are dependent on the
quality of management skills.

[diamond] REITs and companies principally engaged in the real estate industry
are subject the effects of to fluctuations in interest rates.

[diamond] Investing in REITs involve risks similar to those associated with
investing in small capitalization companies.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Duff & Phelps Real Estate Securities Series. The bar
chart shows changes in the series' performance from year to year since its
inception.(1) The table shows how the series' average annual returns for one
year and for the life of the series compare to those of a broad-based securities
market index. The series' past performance is not necessarily an indication of
how the fund will perform in the future.

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1996 33.09%
1997 22.05%
1998 -21.19%
1999 4.78%

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 17.66%
(quarter ended December 1996) and the lowest return for a quarter was
-13.12% (quarter ended September 1998).

---------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF
(FOR THE PERIOD ENDED 12/31/99)(1) YEAR THE SERIES(2)
---------------------------------------------------------------
Phoenix-Duff & Phelps Real 4.78% 10.29%
Estate Securities Series
---------------------------------------------------------------
NAREIT Equity Index(3) -4.62% 8.71%
---------------------------------------------------------------

(1) The series' average annual returns in the table above do not reflect the
deduction of any separate account or contract charges.

(2) Since May 1, 1995.

(3) The National Association of Real Estate Investment Trusts (NAREIT) Index is
an unmanaged, commonly used indicator of REIT performance which includes net
dividends reinvested.

Phoenix-Duff & Phelps Real Estate Securities Series 11
<PAGE>

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM SERIES' ASSETS)

Management Fees 0.75%

Distribution and Service (12b-1) Fees None

Other Expenses 0.56%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 1.31%
=====
(1) Duff & Phelps Investment Management Co. and/or Phoenix Investment Counsel,
Inc. have agreed to reimburse through December 31, 2000 the series'
operating expenses for the amount, if any, such operating expenses (other
than the management fees) for any fiscal year exceed 0.25% of the average
net assets of the series. Actual total annual series operating expenses
after expense reimbursement were 1.00% for the year ended December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

---------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------
Phoenix-Duff &
Phelps Real Estate
Securities Series $133 $415 $718 $1,579
---------------------------------------------------------------

FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
series' financial performance for the past 5 years (or, if shorter, the period
of the series' operations). Certain information reflects financial results for a
single share. The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in the series (assuming
reinvestment of all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP. Their report and the series' financial
statements are included in both the Statement of Additional Information and
Annual Report, which are available upon request.
<TABLE>
<CAPTION>
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 5/1/95 TO
1999 1998 1997 1996 12/31/95
---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period....................... $12.28 $16.38 $14.32 $11.33 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)............................. 0.65 0.78 0.50 0.50 0.33
Net realized and unrealized gain (loss) ................. (0.09) (4.20) 2.62 3.14 1.42
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS....................... 0.56 (3.42) 3.12 3.64 1.75
----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income..................... (0.63) (0.65) (0.48) (0.50) (0.33)
Dividends from net realized gains........................ -- (0.02) (0.58) (0.15) (0.06)
Tax return of capital.................................... -- (0.01) -- -- (0.03)
--- ----- --- --- -----
TOTAL DISTRIBUTIONS.................................... (0.63) (0.68) (1.06) (0.65) (0.42)
----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE.................................. (0.07) (4.10) 2.06 2.99 1.33
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD............................. $12.21 $12.28 $16.38 $14.32 $11.33
====== ====== ====== ====== ======
Total Return............................................... 4.78% (21.19)% 22.05% 33.09% 17.79%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).................... $27,350 $36,408 $54,659 $22,710 $8,473
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).................................... 1.00% 1.00% 1.00% 1.00% 1.00%(1)
Net investment income.................................... 5.06% 5.07% 3.59% 4.36% 4.80%(1)
Portfolio turnover rate..................................... 28% 18% 41% 21% 10%(2)
</TABLE>

12 Phoenix-Duff & Phelps Real Estate Securities Series
<PAGE>

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Engemann Capital Growth Series has an investment objective of
intermediate and long-term capital appreciation, with income as a secondary
consideration. There is no guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] Under normal circumstances, the series will invest at least 65% of
its total assets in common stocks.

[diamond] The advisor first determines which industries it believes have the
greatest growth potential and then identifies the amount and
proportion of assets to be invested in each. Quantitative and
fundamental analysis is then used to determine which securities to
buy and sell. Approximately 950 large cap stocks go through a
quantitative screening process where they are ranked on a number of
factors, including earnings acceleration, earning revisions,
relative strength and valuation. From these, the top 10% are analyzed
for potential series investment. Companies that the advisor believes
are capable of producing long-term, sustainable above-average
earnings growth relative to their cost are then selected for series
investment. Securities that have dropped 15% or more in value
relative to the S&P 500 Index, that are in the bottom 20% of their
quantitative ranking or that have reached the advisor's target sell
price are analyzed for potential sale out of the series' portfolio.

[diamond] The series may invest any amount of its assets in any class or type
of security believed by the advisor to offer the potential for
capital appreciation over the intermediate and long term, including
preferred stocks, investment grade bonds, convertible preferred
stocks and convertible debentures. Distribution of investment
income, such as dividends and interest, is incidental in the
selection of investments.

[diamond] Diversification among market sectors will be a factor in selecting
securities for the series. However, the advisor will put greater
emphasis on selecting securities it believes have good potential for
appreciation rather than upon wide diversification.

[diamond] The series may invest 25% of its total assets in foreign securities,
including emerging market securities.

[diamond] The series may invest in small companies as well as large companies.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series may invest in small companies as well as large companies. Smaller
companies may be affected to a greater extent than larger companies by changes
in general economic conditions and conditions in particular industries. Smaller
companies also may be relatively new and not have the same operating history and
"track record" as larger companies. This could make future performance of
smaller companies more difficult to predict.

The series may invest in companies in foreign countries, including some
"emerging market" countries (countries with markets that are not fully
developed). Political and economic uncertainty as well as less public
information about investments may negatively impact the series' portfolio. No
investments may be made in currencies other than U.S. dollars. Foreign markets
may not perform as well as U.S. markets. Emerging market countries and companies
doing business in emerging markets may not have the same range of opportunities
as countries and their companies in developed nations. They also may have more
obstacles to financial success.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Engemann Capital Growth Series. The bar chart shows
changes in the series' total return performance from year to year over a 10-year
period (see footnote 1 on following page). The table shows how the series'
average annual returns for 1, 5 and 10 years and for the life of the series
compare to those of a broad-based securities market index. The series' past
performance is not necessarily an indication of how the series will perform in
the future.

Phoenix-Engemann Capital Growth Series 13
<PAGE>

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if sales charges were deducted. During the
10-year period shown in the chart, the highest return for a quarter was
26.53% (quarter ended December 1999) and the lowest return for a quarter was
-11.36% (quarter ended September 1990).

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1990 4.09
1991 43.71
1992 10.29
1993 19.69
1994 1.48
1995 30.85
1996 12.58
1997 21.07
1998 30.01
1999 29.67

(1) The series' average annual return in this chart do not reflect the deduction
of any separate account or contract charges. The returns would have been
less than those shown if sales charges were deducted. During the 10-year
period shown in the chart, the highest return for a quarter was 26.53%
(quarter ended December 1999) and the lowest return for a quarter was
-11.36% (quarter ended September 1990).

---------------------------------------------------------------
AVERAGE ANNUAL
TOTAL RETURNS LIFE OF
(FOR THE PERIOD ONE FIVE TEN THE
ENDED 12/31/99) YEAR YEARS YEARS SERIES(1)
---------------------------------------------------------------
Phoenix-Engemann 29.67% 24.63% 19.67% 19.85%
Capital Growth Series
---------------------------------------------------------------
S&P 500 Stock Index(2) 21.14% 28.66% 18.25% 18.28%
---------------------------------------------------------------

(1) Since January 1, 1983.

(2) The S&P 500 Index is an unmanaged, commonly used measure of total return
stock market performance which includes net dividends reinvested. The index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)

Management Fees 0.62%

Distribution and Service (12b-1) Fees None

Other Expenses(1) 0.06%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES 0.68%
=====

(1) The Phoenix-Engemann Capital Growth Series investment advisor has agreed to
reimburse through December 31, 2000 through the Phoenix-Engemann Capital
Growth Series' expenses other than management fees to the extent such
expenses exceed 0.15% of its total average net assets.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

14 Phoenix-Engemann Capital Growth Series
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net asset value, beginning of period..................... $23.93 $19.16 $18.89 $18.13 $15.69
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)........................... 0.03 0.03 0.13 0.19 0.20
Net realized and unrealized gain (loss)................ 6.97 5.65 3.70 2.10 4.60
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS..................... 7.00 5.68 3.83 2.29 4.80
----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income................... (0.05) (0.03) (0.13) (0.18) (0.17)
Dividends from net realized gains...................... (2.31) (0.88) (3.43) (1.35) (2.19)
----- ----- ----- ----- -----
In excess of net investment income..................... (0.01)
TOTAL DISTRIBUTIONS................................... (2.37) (0.91) (3.56) (1.53) (2.36)
----- ----- ----- ----- -----
Capital contribution from Adviser...................... 0.01 -- -- -- --
----- --- --- --- ---
CHANGE IN NET ASSET VALUE................................ 4.64 4.77 0.27 0.76 2.44
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD........................... $28.57 $23.93 $19.16 $18.89 $18.13
====== ====== ====== ====== ======
Total Return............................................. 29.67% 30.01% 21.07% 12.58% 30.85%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).................. $2,269,090 $1,876,296 $1,505,568 $1,235,395 $985,389
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses..................................... 0.68% 0.69% 0.74% 0.72% 0.75%(1)
Net investment income.................................. 0.11% 0.15% 0.64% 1.03% 1.12%
Portfolio turnover rate.................................. 106% 102% 284% 167% 173%
</TABLE>

(1) The ratio of operating expenses to average net assets excludes the effect of
expense offsets for custodian fees; if expense offsets were included, the
ratio would not significantly differ.

Phoenix-Engemann Capital Growth Series 15
<PAGE>

PHOENIX-ENGEMANN NIFTY FIFTY SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE
The Phoenix-Engemann Nifty Fifty Series has an investment objective of
long-term capital appreciation. There is no guarantee that the series will
achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series invests in approximately 50 different securities which,
in the opinion of the advisor, offer the best potential for long-term
growth of capital.

[diamond] At least 75% of the series' total assets will be invested in common
stocks of high quality growth companies.

[diamond] Up to 25% of the series' total assets may be invested in common
stocks of small corporations with rapidly growing earnings per share
or common stocks believed to be undervalued.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will seek to increase the value of your shares by investing in
securities the advisor expects to increase in value. The series' investments
will be in common stocks. Conditions affecting the overall economy, specific
industries or companies in which the series invests can be worse than expected.
As a result, the value of your shares may decrease.

The series will invest significantly in securities issued by small
companies. Smaller companies, regardless of their location, may be affected to a
greater extent than larger companies by changes in general economic conditions
and conditions in particular industries. Smaller companies also may be
relatively new and not have the same operating history and "track record" as
larger companies. This could make future performance of smaller companies more
difficult to predict.

Since the series contains securities of a limited number of companies, it
may be more sensitive to changes in the market value of a single issuer or
industry in its portfolio. Consequently, the net asset value per share of the
Phoenix-Engemann Nifty Fifty Series may fluctuate substantially. The series may
not be appropriate for short-term investors.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Engemann Nifty Fifty Series. The bar chart shows
changes in the series' total return performance over its life.(1) The table
shows how the series' average annual returns for one year and the life of the
series compare to those of a broad-based securities market index. The series'
past performance is not necessarily an indication of how the series will perform
in the future.

PHOENIX-ENGEMANN NIFTY FIFTY SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1999 32.15

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 21.25%
(quarter ended December 1999) and the lowest return for a quarter was -3.12%
(quarter ended September 1999).

----------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF
(FOR THE PERIOD ENDED 12/31/99)(1) YEAR THE SERIES(2)
----------------------------------------------------------------
Phoenix-Engemann Nifty Fifty 32.15% 32.22%
Series
----------------------------------------------------------------
S&P 500 Index(3) 21.14% 22.06%
----------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since March 2, 1998.

(3) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The Index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM SERIES' ASSETS)

Management Fees .90%

Distribution and Service (12b-1) Fees None

Other Expenses .53%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 1.43%
=====

(1) Phoenix Investment Counsel has agreed to reimburse through December 31, 2000
the series for the amount, if any, by which the series' operating expenses
other than the management fee for any fiscal year exceeds 0.15%. Actual
total annual series operating expenses after expense reimbursement were
1.05% for the year ended December 31, 1999.

16 Phoenix-Engemann Nifty Fifty Series
<PAGE>

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

----------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS

----------------------------------------------------------------
Phoenix-Engemann $146 $452 $782 $1,713
Nifty Fifty Series
----------------------------------------------------------------

FROM
YEAR INCEPTION
ENDED 3/2/98 TO
12/31/99 12/31/98
-------- ---------
Net asset value, beginning of period................ $12.62 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)...................... -- 0.01(4)
Net realized and unrealized gain (loss)........... 4.06 2.62
----- -----
TOTAL FROM INVESTMENT OPERATIONS................ 4.06 2.63
----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income.............. -- (0.01)
--- -----
TOTAL DISTRIBUTIONS............................. -- (0.01)
--- -----
CHANGE IN NET ASSET VALUE........................... 4.06 2.62
----- -----
NET ASSET VALUE, END OF PERIOD...................... $16.68 $12.62
======
Total Return........................................ 32.15% 26.26%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............. $65,520 $13,153
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)............................. 1.05% 1.05%(1)
Net investment income............................. (0.12)% 0.07%(1)
Portfolio turnover rate............................. 40% 90%(2)

Phoenix-Engemann Nifty Fifty Series 17
<PAGE>

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
Phoenix-Engemann Small and Mid-Cap Growth Series has an investment objective
of long-term growth of capital. There is no guarantee that the series will
achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] Under normal circumstances, the series invests at least 65% of its
total assets in equity securities of companies that have market
capitalizations of below $1.5 billion at the time of purchase.

[diamond] The series expects to invest principally in common stocks. The series
emphasizes the purchase of common stocks of domestic corporations
with rapidly growing earnings per share. The advisor may also select
stocks of companies that may not be experiencing rapid growth but, in
the opinion of the advisor, are undervalued by other criteria of
their fundamental net worth.

[diamond] The advisor uses a bottom-up selection process to select stocks for
the series.

[diamond] Generally, stocks are sold when the characteristics and factors used
to select a security change, such as a reduction in the expected
earnings growth rate, a loss of competitive advantage or the security
has appreciated to the point where it is no longer attractive.

Temporary Defensive Strategy: If the advisor believes conditions are not
favorable to the series principal strategies, all or part of the series' assets
may be held in cash and short-term money market instruments, including
obligations of the U.S. Government, high quality commercial paper, certificates
of deposit, bankers' acceptances, bank interest-bearing demand accounts, and
repurchase agreements secured by U.S. Government securities. When this happens,
the series may not achieve its objective.

Please see "Principal Investment Strategies and Related Risks" for other
investment techniques of the series.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

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

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

Because growth stocks typically make little or no dividend payments to
shareholders, investment return is based on a stock's capital appreciation,
making return more dependent on market increases and decreases. Growth stocks
are therefore more volatile than non-growth stocks to market changes, tending to
rise faster when markets rise and drop more sharply when markets fall.

Companies with small capitalizations are often companies with a limited
operating history or companies in industries that have recently emerged due to
cultural, economic, regulatory or technological developments. Such developments
can have a significant impact or negative effect on small capitalization
companies and their stock performance. Investment returns of unseasoned and
small capitalization companies can be highly volatile. Product lines are often
less diversified and subject to competitive threats. Smaller capitalization and
unseasoned company stocks are subject to varying patterns of trading volume and
may, at times, be difficult to sell.

PERFORMANCE TABLES
As this is a new series, there is no performance to report.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)

Management Fees 0.90%

Distribution and Service (12b-1) Fees None

Other Expenses(1) 0.70%

TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 1.60%
=====

(1) The Phoenix-Engemann Small & Mid-Cap Growth Series investment advisor has
agreed to reimburse through December 31, 2001 the Phoenix-Engemann Small &
Mid-Cap Growth Series expenses other than management fees to the extent such
expenses exceed 0.25% of its total average net assets.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other series.

18 Phoenix-Engemann Small & Mid-Cap Growth Series
<PAGE>

--------------------------------------------------------
1 YEAR 3 YEARS
--------------------------------------------------------

Phoenix-Engemann Small & $163 $505
Mid-Cap Growth Series

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

FINANCIAL HIGHLIGHTS
The series has not yet commenced operations.

Phoenix-Engemann Small & Mid-Cap Growth Series 19
<PAGE>

PHOENIX-FEDERATED U.S. GOVERNMENT
BOND SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The investment objective of the Phoenix-Federated U.S. Government Bond
Series is to pursue total return by investing primarily in debt obligations of
the U.S. government, its agencies and instrumentalities.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] Under normal circumstances, the series will invest at least 65% of
its total assets in U.S. government bonds.

[diamond] The series will maintain a dollar-weighted average portfolio duration
that is within 20 percent of the weighted average portfolio duration
of the Merrill Lynch 10+ Year Treasury Index.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The prices of fixed income securities (debt obligations) fluctuate inversely
to the direction of interest rates. An increase in interest rates may result in
a decrease in the value of series shares.

PERFORMANCE TABLES
The Phoenix-Federated U.S. Government Bond Series has been in existence only
since December 15, 1999 and thus has not had an annual return for one full
calendar year. The table below shows how the series' total return since
inception compares to that of a broad-based securities market index for that
period. You should expect that the series' performance will fluctuate from year
to year, sometimes significantly. The series' past performance is not
necessarily an indication of how the series will perform in the future.

--------------------------------------------------------------
TOTAL RETURN LIFE OF THE
(FOR THE PERIOD ENDED 12/31/99)(1) SERIES(2)
--------------------------------------------------------------
Phoenix-Federated U.S. Government Bond -1.47%
Series
--------------------------------------------------------------
Merrill Lynch 10+ Treasury Index(3) Not Available
--------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since December 15, 1999.

(3) The Merrill Lynch 10+ Treasury Index is a broad based market index tracking
long-term U.S. Treasury securities with maturities between 10 and 15 years.
This index is unmanaged and it is not possible to invest directly in this
index.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)

Management Fees 0.60%

Distribution and Service (12b-1) Fees None

Other Expenses 1.70%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 2.30%
=====
(1) The Phoenix-Federated U.S. Government Bond Series investment advisor has
agreed to reimburse through December 31, 2000 the Phoenix-Federated U.S.
Government Bond Series' expenses other than Management Fees to the extent
such expenses exceed 0.15% of its total average net assets. Actual total
annual series operating expenses after expense reimbursement were .75% for
the year ending December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

-----------------------------------------------------------
1 YEAR 3 YEARS
-----------------------------------------------------------
Phoenix-Federated U.S. Government $233 $718
Bond Series
-----------------------------------------------------------

20 Phoenix-Federated U.S. Government Bond Series
<PAGE>

FROM
INCEPTION
12/15/99 TO
12/31/99
-----------
Net asset value, beginning of period........................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................................. 0.03
Net realized and unrealized gain (loss)...................... (0.17)
-----
TOTAL FROM INVESTMENT OPERATIONS........................... (0.14)
-----
LESS DISTRIBUTIONS:
Dividends from net investment income......................... (0.03)
-----
TOTAL DISTRIBUTIONS........................................ (0.03)
-----
CHANGE IN NET ASSET VALUE...................................... (0.17)
-----
NET ASSET VALUE, END OF PERIOD................................. $9.83
=====
Total Return................................................... (1.47)%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)........................ $5,076
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)........................................ 0.75%(1)
Net investment income........................................ 6.61%(1)
Portfolio turnover rate........................................ 0%(2)

Phoenix-Federated U.S. Government Bond Series 21
<PAGE>

PHOENIX-GOODWIN MONEY MARKET SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Goodwin Money Market Series has an investment objective of
seeking as high a level of current income as is consistent with the preservation
of capital and maintenance of liquidity. There is no guarantee that the series
will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series seeks to maintain a stable $1.00 per share price.

[diamond] The series will invest in a diversified portfolio of high quality
money market instruments with weighted average maturities of 397 days
or less. The average maturity of the series' portfolio securities,
based on their dollar value, will not exceed 90 days.

[diamond] The series will invest exclusively in the following instruments:

o Obligations issued or guaranteed by the U.S. government, its
agencies, authorities and instrumentalities
o Obligations issued by banks and savings and loan associations,
including dollar-denominated obligations of foreign branches of
U.S. banks and U.S. branches of foreign banks
o Dollar-denominated obligations guaranteed by banks or savings and
loan associations
o Federally insured obligations of other banks or savings and loan
associations
o Commercial paper
o Short-term corporate obligations
o Repurchase agreements

[diamond] At least 95% of the series' total assets will be invested in
securities in the highest short-term rating category. Generally,
investments will be limited to securities in the 2 highest short-term
rating categories.

[diamond] The series may invest more than 25% of its assets in the domestic
banking industry.

[diamond] The series may forego purchasing securities with the highest
available yield due to considerations of liquidity and safety of
principal.

[diamond] The advisor will buy, sell and trade securities in anticipation of,
or in response to, changing economic and money market conditions and
trends. This, and the short-term nature of money market instruments,
may result in a high portfolio turnover rate.

PRINCIPAL RISKS
An investment in the series is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
series seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the series.

The series' focus is to optimize current income. The advisor intends to
select investments that provide higher returns relative to overall money market
investment returns while preserving capital and maintaining liquidity. If the
advisor misjudges the return potential or the ability of the issuer to make
scheduled income and principal payments, the series' returns may be lower than
prevailing returns and the series' income available for distribution may be
less. Neither the series nor the advisor can assure you that a particular level
of income will be consistently achieved.

The advisor intends to select investments that optimize the series' yield
while preserving capital and maintaining liquidity. Because market conditions
and interest rates determine portfolio security yields, neither the series nor
the advisor can assure you that the series' yield will remain constant or that a
particular level of income will be achieved.

A security's short-term investment rating may decline, increasing the
chances the issuer may not be able to make principal and interest payments on
time. This may reduce the series' stream of income and decrease the series'
yield.

Obligations issued or guaranteed by the U.S. government, its agencies,
authorities and instrumentalities, or guaranteed or insured by banks only
guarantee or insure principal and interest will be timely paid to holders of the
securities. The entities do not guarantee that the value of the series' shares
will increase.

The series may invest in repurchase agreements. If the seller of the
repurchase agreement does not repurchase the underlying securities, the series
may incur a loss.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Goodwin Money Market Series. The bar chart shows
changes in the series' performance from year to year over a 10-year period (see
footnote 1 on following page). The table shows how the series' average annual
returns for 1, 5 and 10 years and for the life of the series compare to those of
a broad-based money market performance index. The series' past performance is
not necessarily an indication of how the series will perform in the future.

22 Phoenix-Goodwin Money Market Series
<PAGE>

PHOENIX-GOODWIN MONEY MARKET SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1990 8.22
1991 5.98
1992 3.58
1993 2.87
1994 3.83
1995 5.72
1996 5.09
1997 5.18
1998 5.09
1999 4.82

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
10-year period shown in the chart, the highest return for a quarter was
2.01% (quarter ended December 1990) and the lowest return for a quarter was
.69% (quarter ended September 1993).

The series' 7-day yield on December 31, 1999 was 5.37%.

---------------------------------------------------------------
AVERAGE ANNUAL
TOTAL RETURNS LIFE OF
(FOR THE PERIOD ONE FIVE TEN THE
ENDED 12/31/99) YEAR YEARS YEARS SERIES(1)
---------------------------------------------------------------
Phoenix-Goodwin
Money Market
Series 4.82% 5.18% 5.03% 6.25%
---------------------------------------------------------------
Lipper Money 4.74% 5.10% 4.91% 6.19%
Market Fund(2)
---------------------------------------------------------------

(1) Since October 8, 1982.

(2) The Lipper Money Market Fund is comprised of the weighted average of the top
30 Money Market funds which includes net dividends reinvested.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)

Management Fees 0.40%

Distribution and Service (12b-1) Fees None

Other Expenses 0.17%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 0.57%
=====

(1) The series' investment advisor has agreed to reimburse through December 31,
2000 the Phoenix-Goodwin Money Market Series' operating expenses other than
management fees and distribution and service fees to the extent that such
expenses exceed 0.15% of the average net assets of the series. Actual total
annual fund operating expenses after expense reimbursement were .55% for the
year ended December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

--------------------------------------------------------------
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
--------------------------------------------------------------
Phoenix-Goodwin Money $58 $183 $318 $714
Market Series
--------------------------------------------------------------

Phoenix-Goodwin Money Market Series 23
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net asset value, beginning of period........................ $10.00 $10.00 $10.00 $10.00 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).............................. 0.47 0.50 0.50 0.50 0.56
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS......................... 0.47 0.50 0.50 0.50 0.56
----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income...................... (0.47) (0.50) (0.50) (0.50) (0.56)
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS...................................... (0.47) (0.50) (0.50) (0.50) (0.56)
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD.............................. $10.00 $10.00 $10.00 $10.00 $10.00
====== ====== ====== ====== ======
Total Return................................................ 4.82% 5.09% 4.99% 4.98% 5.55%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)..................... $235,584 $196,811 $126,607 $131,361 $102,943
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1)..................................... 0.55% 0.55% 0.55% 0.55% 0.53%(2)
Net investment income..................................... 4.73% 4.99% 5.07% 4.89% 5.57%
</TABLE>

(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.57% for
the year ended December 31, 1999.
(2) The ratio of operating expenses to average net assets excludes the effect of
expense offsets for custodian fees; if expense offsets were included, the
ratio would not significantly differ.

24 Phoenix-Goodwin Money Market Series
<PAGE>

PHOENIX-GOODWIN MULTI-SECTOR
FIXED INCOME SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Goodwin Multi-Sector Fixed Income Series has an investment
objective of seeking long-term total return by investing in a diversified
portfolio mixture of high yield (high risk) and high quality fixed income
securities. There is no guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] Under normal circumstances, the series will invest at least 65% of
its total assets in various sectors of the fixed income securities
market.

[diamond] Fixed income securities include: high yield (high risk) fixed income
securities (sometimes referred to as "junk bonds"), high quality
fixed income securities, preferred stock, convertible securities,
domestic debt obligations, foreign debt obligations, certificates of
deposit, commercial paper, bankers' acceptances, and government
obligations issued or guaranteed by federal, state or municipal
governments or their agencies or instrumentalities.

[diamond] The advisor seeks to match the average duration and maturity of the
series portfolio to those of the Lehman Brothers Aggregated Bond
Index.

[diamond] The series may invest up to 35% of its total assets in high yield
(high risk) corporate fixed income securities.

[diamond] The series may invest up to 50% of its total assets in foreign debt
obligations.

[diamond] The series may invest in common stock and other equity securities.

PRINCIPAL RISKS
If you invest in this series you risk that you may lose your investment.

The series seeks to select investments providing an opportunity to enhance
the portfolio's overall total return and yield. Although the series usually will
be invested in all sectors of the fixed income securities market, it may invest
any amount of its assets in any one sector (except for high yield (high risk)
and foreign debt obligations) and may choose not to invest in a sector in order
to achieve its investment objective. Conditions affecting the overall economy,
specific industries or companies in which the series invests and interest rate
changes can be worse than expected. As a result, the value of your shares may
decline. If the advisor misjudges the return potential of fixed income
securities, or the ability of issuers to make scheduled principal and interest
payments, the series' return may be lower than prevailing returns.

The series may invest in high yield (high risk) fixed income securities (so
called "junk bonds"). Junk bonds present a greater risk that the issuer will not
be able to make interest or principal payments on time. If this happens, the
series would lose income and could expect a decline in the market value of the
securities.

The series may invest fixed income securities of foreign governments and
companies in foreign countries, including some "emerging market" countries
(countries with markets that are not fully developed). Political and economic
uncertainty as well as less public information about investments may negatively
impact the series' portfolio. Some investments may be made in currencies other
than U.S. dollars that will fluctuate in value as a result of changes in the
currency exchange rate. Foreign markets and currencies may not perform as well
as U.S. markets. Emerging market countries and companies doing business in
emerging markets may not have the same range of opportunities as countries and
their companies in developed nations. They also may have more obstacles to
financial success.

This series may invest in mortgage-backed and other asset-backed securities.
A portion of the cash flow from these securities may be from early payoff of
some of the underlying loans. In the event of very high prepayments, the series
may be required to invest the proceeds at a lower interest rate, causing the
series to earn less than if the prepayments had not occurred.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Goodwin Multi-Sector Fixed Income Series. The bar chart
shows the changes in the series' performance from year to year over a 10-year
period.1 The table on the next page shows how the series' average annual returns
for 1, 5 and 10 years and the life of the series compare to those of a
broad-based market index. The series' past performance is not necessarily an
indication of how the series will perform in the future.

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1990 5.25
1991 19.41
1992 10.03
1993 15.90
1994 -5.47
1995 23.54
1996 12.42
1997 10.92
1998 -4.02
1999 5.46

(1) The series' annual returns in this chart do not reflect the deduction of any
separate account or contract charges. The returns would have been less than
those shown if such charges were deducted. During the 10-year period shown
in the chart , the highest return for a quarter was 8.89% (quarter ended
June 1995) and the lowest return for a quarter was -8.25% (quarter ended
September 1998).

Phoenix-Goodwin Multi Sector Fixed Income Series 25
<PAGE>

---------------------------------------------------------------
AVERAGE ANNUAL
TOTAL RETURNS LIFE OF
(FOR THE PERIOD ONE FIVE TEN THE
ENDED 12/31/99) YEAR YEARS YEARS SERIES(1)
---------------------------------------------------------------
Phoenix-Goodwin
Multi-Sector Fixed
Income Series 5.46% 9.29% 8.98% 9.72%
---------------------------------------------------------------
Lehman Brothers
Aggregate Bond
Index(2) -0.83% 7.73% 7.70% 9.50%
---------------------------------------------------------------
(1) Since December 31, 1982.

(2) The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly used
measure of bond performance which includes net dividends reinvested. The
index is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT
ARE DEDUCTED FROM THE SERIES' ASSETS)

Management Fees 0.50%

Distribution and Service (12b-1) Fees None

Other Operating Expenses(1) 0.21%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES 0.71%
=====

(1) Phoenix Investment Counsel, Inc. has agreed to reimburse through December
31, 2000 the series' operating expenses (other than the management fee) for
any fiscal year exceeds 0.15% of the average net assets of the series.
Actual total annual fund operating expenses after expense reimbursement were
.65% for the year ended December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

-----------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------------------------------
Phoenix-Goodwin
Multi-Sector Fixed
Income Series $73 $227 $395 $883
-----------------------------------------------------------

26 Phoenix-Goodwin Multi-Sector Fixed Income Series
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net asset value, beginning of period...................... $ 9.18 $10.38 $10.34 $10.22 $ 8.98
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)............................ 0.73 0.77 0.75 0.79 0.83(2)
Net realized and unrealized gain (loss)................. (0.24) (1.17) 0.34 0.43 1.22
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS...................... 0.49 (0.40) 1.09 1.22 2.05
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income.................... (0.75) (0.74) (0.77) (0.78) (0.81)
Dividends from net realized gains....................... -- (0.06) (0.28) (0.32) --
--- ----- ----- ----- -----
TOTAL DISTRIBUTIONS.................................... (0.75) (0.80) (1.05) (1.10) (0.81)
----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE................................. (0.26) (1.20) 0.04 0.12 1.24
----- ------ ----- ----- -----
NET ASSET VALUE, END OF PERIOD............................ $ 8.92 $ 9.18 $10.38 $10.34 $10.22
====== ====== ====== ====== ======
Total Return.............................................. 5.46% (4.02)% 10.93% 12.42% 23.54%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)................... $172,836 $187,363 $191,627 $145,044 $109,046
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1)................................... 0.65% 0.64% 0.65% 0.65% 0.65%(3)
Net investment income................................... 7.79% 7.61% 7.25% 7.80% 8.55%
Portfolio turnover rate................................... 125% 160% 151% 191% 147%
</TABLE>

(1) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 0.71%, 0.66%, 0.67%
and 0.67% for the periods ended December 31, 1999, 1997, 1996 and 1995,
respectively.
(2) Computed using average shares outstanding.
(3) The ratio of operating expenses to average net assets excludes the effect of
expense offsets for custodian fees; if expense offsets were included, the
ratio would not significantly differ.

Phoenix-Goodwin Multi-Sector Fixed Income Series 27
<PAGE>

PHOENIX-HOLLISTER VALUE EQUITY SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Hollister Value Equity Series' primary investment objective is
to seek long-term capital appreciation. The series has a secondary investment
objective to seek current income. There is no guarantee that the series will
achieve either objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series will invest primarily in common stocks. Under normal
circumstances the series will invest at least 65% of its total assets
in common stocks.

[diamond] The series' advisor uses a quantitative value strategy that chooses
stocks that meet certain criteria relating to price, dividend yield
and the going concern value and debt levels of the issuers. For the
few hundred of the approximately 2,500 companies that survive this
screening, the advisor projects growth in earnings and dividends,
earnings momentum and relative undervaluation based on a dividend
discount model. The advisor develops target prices and value ranges,
and purchases the top-rated stocks. With certain exceptions the
advisor sells when -

o a stock's target price is reached,
o the issuer or its industry suffer negative changes, or
o there is a change in the investment criteria that prompted the
initial purchase.

[diamond] The series may invest in convertible securities. Convertible
securities investments will be limited to those in one of the 4
highest rating categories of convertible securities. These are
commonly called "investment grade."

[diamond] The series may obtain fixed interest loans from a bank in amounts up
to one-third the value of its net assets and invest the loan proceeds
in other assets.

[diamond] The series may engage in "securities lending" to increase its
investment returns.

[diamond] The series may invest up to 30% of its assets in securities of
foreign (non-U.S.) issuers.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will seek to increase the value of your shares by investing in
securities the advisor expects to increase in value and to provide current
income. Most of the series' investments will be in common stocks. Conditions
affecting the overall economy, specific industries or companies in which the
series invests can be worse than expected. As a result, the value of your shares
may decrease. Dividend, interest and other distributions also can decrease or be
eliminated entirely.

The series also may invest in small companies as well as large companies.
Smaller companies, regardless of their location, may be affected to a greater
extent than larger companies by changes in general economic conditions and
conditions in particular industries. Smaller companies also may be relatively
new and not have the same operating history and "track record" as larger
companies. This could make future performance of smaller companies more
difficult to predict.

The series may borrow money to purchase additional securities. If the
additional securities increase in value, the net asset value would increase
sooner than it would have without borrowing. If these securities decrease in
value or do not increase enough to cover interest and other borrowing costs the
series will suffer greater losses than it would if no borrowing took place.

The series may invest in financial futures contracts and options. The
advisor will make these investments primarily to try to minimize the risk of
other investments it makes for the series. These investments may not protect the
series from losses, they may decrease overall return, and they could, in unusual
circumstances, expose the fund to losses that could be unlimited.

The series may lend portfolio securities to financial institutions to
increase investment return. If the borrower is unwilling or unable to return the
borrowed securities when due, the series can suffer losses.

This series may invest in companies in foreign countries. Political and
economic uncertainty as well as relatively less public information about
investments may negatively impact the series' portfolio. Some investments may be
made in currencies other than U.S. dollars that will fluctuate in value as a
result of changes in the currency exchange rate. Foreign markets and currencies
may not perform as well as U.S. markets.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Hollister Value Equity Series. The bar chart shows
changes in the series' performance from year to year over its life (see footnote
1 on following page). The table shows how the series' average annual returns for
one year and the life of the series compare to those of a broad-based securities
market index. The series' past performance is not necessarily an indication of
how the series will perform in the future.

28 Phoenix-Hollister Value Equity Series
<PAGE>

PHOENIX-HOLLISTER VALUE EQUITY SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1999 24.33

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 23.63%
(quarter ended December 1999) and the lowest return for a quarter was -4.81%
(quarter ended September 1999).

----------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF
(FOR THE PERIOD ENDED 12/31/99)(1) YEAR THE SERIES(2)
----------------------------------------------------------------
Phoenix-Hollister Value Equity 24.33% 19.09%
Series
----------------------------------------------------------------
S&P 500 Index(3) 21.14% 22.06%
----------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since March 2, 1998.

(3) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The Index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM SERIES' ASSETS)

Management Fees 0.70%

Distribution and Service (12b-1) Fees None

Other Expenses 1.33%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 2.03%
=====

(1) The series' investment advisor has agreed to reimburse through December 31,
2000 the Phoenix-Hollister Value Equity Series' expenses other than
Management Fees and Distribution and Service Fees to the extent that such
expenses exceed 0.15%. Actual total annual series' operating expenses after
expense reimbursement were 0.85% for the year ended December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

---------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------
Phoenix-Hollister
Value Equity Series $206 $637 $1,093 $2,358
---------------------------------------------------------------

Phoenix-Hollister Value Equity Series 29
<PAGE>

FROM
YEAR INCEPTION
ENDED 3/2/98 TO
12/31/99 12/31/98
-------- ---------
Net asset value, beginning of period................ $11.03 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)...................... 0.04 0.05
Net realized and unrealized gain (loss)........... 2.63 1.03
----- -----
TOTAL FROM INVESTMENT OPERATIONS................ 2.67 1.08
----- -----
LESS DISTRIBUTIONS
Dividends from net investment income.............. (0.04) (0.05)
Dividends from net realized gains................. (0.75) --
----- ---
TOTAL DISTRIBUTIONS............................. (0.79) (0.05)
----- -----
CHANGE IN NET ASSET VALUE........................... 1.88 1.03
----- -----
NET ASSET VALUE, END OF PERIOD...................... $12.91 $11.03
====== ======
Total Return........................................ 24.33% 10.79%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............. $17,470 $9,533
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)............................. 0.85% 0.85%(1)
Net investment income............................. 0.41% 0.85%(1)
Portfolio turnover rate............................. 168% 77%(2)

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 2.03% and 2.46%
for the periods ended December 31, 1999 and 1998, respectively.

30 Phoenix-Hollister Value Equity Series
<PAGE>

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE
The Phoenix-J.P. Morgan Research Enhanced Index Series has an investment
objective to seek high total return by investing in a broadly diversified
portfolio of equity securities of large and medium capitalization companies
within the market sectors found in the S&P 500.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] Under normal conditions, the series will invest at least 80% of its
total assets in common stocks and other equity securities.

[diamond] The series will invest in securities believed by the advisor to be
undervalued and which offer growth potential.

[diamond] The series will evaluate each of the economic sectors represented in
the S&P 500 -

For example:

o industrial
o financial
o public utilities
o transportation

and exclude securities in any sector the advisor believes to be extremely
overvalued.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will be invested primarily in common stocks, and the value of the
series investments are expected to fluctuate in the same way as the S&P 500 and
the stock market generally.

The asset values of the series may be affected by general economic declines,
declines in industries and changes in interest rates.

Share values also may decline if the specific companies selected for series
investment fail to perform as the advisor expects, regardless of general
economic trends, industry trends, interest rates and other economic factors.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-J.P. Morgan J.P. Research Enhanced Index Series. The
bar chart shows changes in the series' total return performance since
inception.(1) The table shows how the series' average annual returns for one
year and the life of the series compare to those of a broad-based securities
market index. The series' past performance is not necessarily an indication of
how the series will perform in the future.

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1998 31.68
1999 18.86

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 22.09%
(quarter ended December 1998) and the lowest return for a quarter was -9.67%
(quarter ended September 1998).

----------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF
(FOR THE PERIOD ENDED 12/31/99) YEAR THE SERIES(1)
----------------------------------------------------------------
Phoenix-J.P. Morgan Research 18.86% 22.71%
Enhanced Index Series
----------------------------------------------------------------
S&P 500 Index(2) 21.14% 22.49%
----------------------------------------------------------------

(1) Since July 14, 1997.

(2) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM SERIES' ASSETS)

Management Fees 0.45%

Distribution and Service (12b-1) Fees None

Other Expenses 0.30%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 0.75%
=====
(1) Phoenix Investment Counsel, Inc. has agreed to reimburse through December
31, 2000, the series for the amount, if any, by which the series' operating
expenses other than the management fee for any fiscal year exceeds 0.10%.
Actual total annual series operating expenses after expense reimbursement
were .55% for the year ended December 31, 1999.

Phoenix-J.P. Morgan Research Enhanced Index Series 31
<PAGE>

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

--------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------
Phoenix- J.P.
Morgan Research
Enhanced Index
Series $77 $240 $417 $930
--------------------------------------------------------------

<TABLE>
<CAPTION>
FROM
YEAR ENDED DECEMBER 31, INCEPTION
----------------------- 7/15/97 TO
1999 1998 12/31/97
---- ---- ----------
<S> <C> <C> <C>
Net asset value, beginning of period......................... $13.08 $10.49 $10.00
INCOME FROM INVESTMENT OPERATIONS 0.12
Net investment income (loss)............................... 0.12 0.05
Net realized and unrealized gain (loss).................... 2.33 3.19 0.54
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS......................... 2.45 3.31 0.59
----- ----- -----
LESS DISTRIBUTIONS (0.12)
Dividends from net investment income....................... (0.12) (0.05)
Dividends from net realized gains.......................... (0.77) (0.60) (0.05)
----- ----- -----
TOTAL DISTRIBUTIONS...................................... (0.89) (0.72) (0.10)
----- ----- -----
CHANGE IN NET ASSET VALUE.................................... 1.56 2.59 0.49
----- ----- -----
NET ASSET VALUE, END OF PERIOD............................... $14.64 $13.08 $10.49
====== ====== ======
Total Return................................................. 18.86% 31.68% 5.83%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)...................... $131,860 $69,522 $30,851
RATIO TO AVERAGE NET ASSETS OF: 0.55%
Operating expenses(2)...................................... 0.55% 0.55%(1)
Net investment income...................................... 0.95% 1.08% 1.46%(1)
Portfolio turnover rate...................................... 45% 45% 9%(3)
</TABLE>

(1) Annualized.
(2) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.75%,
0.82% and 1.05% for the periods ended December 31, 1999, 1998 and 1997,
respectively.
(3) Not annualized.

32 Phoenix-J.P. Morgan Research Enhanced Index Series
<PAGE>

PHOENIX-JANUS EQUITY INCOME SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Janus Equity Income Series seeks current income and long-term
growth of capital. There is no guarantee that the series will achieve its
objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] Normally, the series will invest at least 65% of its invested assets
in income producing equity securities.

[diamond] The series emphasizes investments in stock of companies with growth
potential.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

Much of the series' investments will be in common stocks. Common stocks tend
to be more volatile than other investment choices. Conditions affecting the
overall economy, specific industries or companies in which the series invests
can be worse than expected. As a result, the value of your shares may decline.

The value of bonds and other fixed income securities in which the series may
invest is inversely related to interest rate changes. If interest rates rise,
generally the value of these securities will fall. Another fundamental risk
associated with fixed-income securities is credit risk, which is the risk that
an issuer of a bond will be unable to make principal and interest payments when
due.

PERFORMANCE TABLES
The Phoenix-Janus Equity Income Series has been in existence only since
December 15, 1999 and thus has not had an annual return for one full calendar
year. The table below shows how the series' total return since inception
compares to that of a broad-based securities market index for that period. You
should expect that the series' performance will fluctuate from year to year,
sometimes significantly. The series' past performance is not necessarily an
indication of how the series will perform in the future.

--------------------------------------------------------------
TOTAL RETURN LIFE OF THE
(FOR THE PERIOD ENDED 12/31/99)(1) SERIES(2)
--------------------------------------------------------------
Phoenix-Janus Equity Income Series 5.86%
--------------------------------------------------------------
S&P 500 Index(3) 4.00%
--------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since December 15, 1999.

(3) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The Index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)

Management Fees 0.85%

Distribution and Service (12b-1) Fees None

Other Expenses 1.40%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 2.25%
=====

(1) The Phoenix-Janus Equity Income Series investment advisor has agreed to
reimburse through December 31, 2000 the Phoenix-Janus Equity Income Series'
expenses other than management fees to the extent such expenses exceed 0.15%
of its total average net assets. Actual total annual series' operating
expenses after expense reimbursement were 1.00% for the year ended December
31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

------------------------------------------------------------
1 YEAR 3 YEARS
------------------------------------------------------------
Phoenix-Janus Equity $228 $703
Income Series
------------------------------------------------------------

Phoenix-Janus Equity Income Series 33
<PAGE>

FROM
INCEPTION
12/15/99 TO
12/31/99
-----------
Net asset value, beginning of period.......................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................................ 0.01
Net realized and unrealized gain (loss)..................... 0.58
-----
TOTAL FROM INVESTMENT OPERATIONS.......................... 0.59
-----
LESS DISTRIBUTIONS:
Dividends from net investment income........................ --
---
TOTAL DISTRIBUTIONS....................................... --
---
CHANGE IN NET ASSET VALUE..................................... 0.59
-----
NET ASSET VALUE, END OF PERIOD................................ $10.59
======
Total Return.................................................. 5.86%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)....................... $2,304
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)....................................... 1.00%(1)
Net investment income....................................... 1.89%(1)
Portfolio turnover rate....................................... 11%(2)

34 Phoenix-Janus Equity Income Series
<PAGE>

PHOENIX-JANUS FLEXIBLE INCOME SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Janus Flexible Income Series seeks to obtain maximum total
return, consistent with preservation of capital. There is no guarantee that the
series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series invests primarily in a wide variety of income producing
securities such as corporate bonds and notes, government securities
and preferred stock.

[diamond] The series will invest at least 80% of its assets in income producing
securities. The series may own an unlimited amount of
high-yield/high-risk fixed income securities, and these securities
may be a significant portion of the total portfolio.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The value of bonds and other fixed income securities in which the series may
invest is inversely related to interest rate change. If interest rates rise,
generally the value of these securities will decrease. Another fundamental risk
associated with fixed income securities is credit risk, which is the risk that
an issuer will be unable to make principal and interest payments when due.

The series may invest in high risk/high yield fixed income securities (so
called "junk bonds"). Junk bonds present a greater risk that the issuer will not
be able to make interest or principal payments on time. If this happens the
series would lose income and could expect a decline in the market value of the
securities.

The series may invest any amount in companies in foreign countries.
Political and economic uncertainty as well as less public information about
investments may negatively impact the series' portfolio. Some investments may be
made in currencies other than U.S. dollars that will fluctuate in value as a
result of changes in the currency exchange rate. Foreign markets and currencies
may not perform as well as U.S. markets.

--------------------------------------------------------------
TOTAL RETURN LIFE OF THE
(FOR THE PERIOD ENDED 12/31/99)(1) SERIES(2)
--------------------------------------------------------------
Phoenix-Janus Flexible Income Series .02%
--------------------------------------------------------------
Lehman Brothers Government/Corporate
Bond Index(3) -.59%
--------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since December 15, 1999.

(3) The Lehman Brothers Government/Corporate Bond Index measures government and
corporate bond market total-return performance. The index is unmanaged and
not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)

Management Fees 0.80%

Distribution and Service (12b-1) Fees None

Other Expenses 1.65%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 2.45%
=====
(1) The Phoenix-Janus Flexible Income Series investment advisor has agreed to
reimburse through December 31, 2000 the Phoenix-Janus Flexible Income
Series' expenses other than management fees to the extent such expenses
exceed 0.15% of its total average net assets. Actual total annual series'
operating expenses after expense reimbursement were .95% for the year ended
December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

Phoenix-Janus Flexible Income Series 35
<PAGE>

------------------------------------------------------------
1 YEAR 3 YEARS
------------------------------------------------------------
Phoenix-Janus Flexible $248 $764
Income Series
------------------------------------------------------------
Note: Your actual expenses would be lower than those shown in the tables
above since the expense levels used to calculate the figures shown do not
include the reimbursement of expenses over certain levels by the series'
investment advisor.

FROM
INCEPTION
12/15/99 TO
12/31/99
-----------
Net asset value, beginning of period....................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)............................. 0.02
Net realized and unrealized gain (loss).................. (0.02)
-----
TOTAL FROM INVESTMENT OPERATIONS....................... --
---
LESS DISTRIBUTIONS:
Dividends from net investment income..................... (0.02)
-----
TOTAL DISTRIBUTIONS.................................... (0.02)
-----
CHANGE IN NET ASSET VALUE.................................. $(0.02)
------
NET ASSET VALUE, END OF PERIOD............................. $ 9.98
======
Total Return............................................... 0.02%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).................... $5,232
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).................................... 0.95%(1)
Net investment income.................................... 4.81%(1)
Portfolio turnover rate.................................... 0%(2)

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 8.18% for the
period ended December 31, 1999.

36 Phoenix-Janus Flexible Income Series
<PAGE>

PHOENIX-JANUS GROWTH SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Janus Growth Series seeks long-term growth of capital in a
manner consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES
The series invests primarily in common stocks selected for their growth
potential.

Although the series can invest in companies of any size, it generally
invests in larger, more established companies.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will seek to increase the value of your shares by investing in
securities the advisor expects to increase in value. Most of the series
investments will be in common stocks. Common stocks tend to be more volatile
than other investment choices. Conditions affecting the overall economy,
specific industries or companies in which the series invests can be worse than
expected. As a result the value of your shares may decrease.

PERFORMANCE TABLES
The Phoenix-Janus Growth Series has been in existence only since December
15, 1999 and thus has not had an annual return for one full calendar year. The
table below shows how the series' total return since inception compares to that
of a broad-based securities market index for that period. You should expect that
the series' performance will fluctuate from year to year, sometimes
significantly. The series' past performance is not necessarily an indication of
how the series will perform in the future.

--------------------------------------------------------------
TOTAL RETURN LIFE OF THE
(FOR THE PERIOD ENDED 12/31/99)(1) SERIES(2)
--------------------------------------------------------------
Phoenix-Janus Growth Series 6.00%
--------------------------------------------------------------
S&P 500 Index(3) 4.00%
--------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.
--------------------------------------------------------------------------------

(2) Since December 15, 1999.

(3) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The Index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)

Management Fees 0.85%

Distribution and Service (12b-1) Fees None
Other Expenses 1.05%
--------

TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 1.90%
=====

(1) The Phoenix-Janus Growth Series investment advisor has agreed to reimburse
through December 31, 2000 the Phoenix-Janus Growth Series' expenses other
than Management Fees to the extent such expenses exceed 0.15% of its total
average net assets. Actual total annual series' operating expenses after
expense reimbursement were 1.00% for the year ended December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

------------------------------------------------------------
1 YEAR 3 YEARS
------------------------------------------------------------
Phoenix-Janus Growth Series $193 $597
------------------------------------------------------------

Note: Your actual expenses would be lower than
those shown in the tables above since the expense levels used to calculate the
figures shown do not include the reimbursement of expenses over certain levels
by the series' investment advisor.

Phoenix-Janus Growth Series 37
<PAGE>

FROM
INCEPTION
12/15/99 TO
12/31/99
-----------
Net asset value, beginning of period......................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)............................... 0.01
Net realized and unrealized gain (loss).................... 0.59
-----
TOTAL FROM INVESTMENT OPERATIONS......................... 0.60
-----
LESS DISTRIBUTIONS:
Dividends from net investment income....................... --
----
TOTAL DISTRIBUTIONS...................................... --
----
CHANGE IN NET ASSET VALUE.................................... 0.60
-----
NET ASSET VALUE, END OF PERIOD............................... $10.60
======
Total Return................................................. 6.00%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)...................... $3,275
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)...................................... 1.00%(1)
Net investment income...................................... 1.61%(1)
Portfolio turnover rate...................................... 0%(2)

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 17.29% for the
period ended December 31, 1999.

38 Phoenix-Janus Growth Series
<PAGE>

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Morgan Stanley Focus Equity Series seeks capital appreciation by
investing primarily in equity securities.

PRINCIPAL INVESTMENT STRATEGIES
The series will invest in U.S. equity securities, and to a limited extent,
foreign companies that exhibit strong or accelerating earnings growth.

The series will primarily invest in companies with market capitalization of
$1 billion or more, but may invest in smaller companies.

The series generally concentrates its holdings in a relatively small number
of companies and may invest up to 25% of its assets in a single issuer.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will invest primarily in common stocks. Conditions affecting the
overall economy, specific industries or companies in which the series invests
can be worse than expected. As a result the value of your shares may decrease.

The risk of investing in the series may be intensified because the series is
non-diversified, which means that it may invest in securities of a limited
number of issuers. As a result, the performance of a particular investment or a
small group of investments may affect the series' performance more than if the
series were more diversified.

PERFORMANCE TABLES
The Phoenix-Morgan Stanley Focus Equity Series has been in existence only
since December 15, 1999 and thus has not had an annual return for one full
calendar year. The table below shows how the series' total return since
inception compares to that of a broad-based securities market index for that
period. You should expect that the series' performance will fluctuate from year
to year, sometimes significantly. The series' past performance is not
necessarily an indication of how the series will perform in the future.

--------------------------------------------------------------
TOTAL RETURN LIFE OF THE
(FOR THE PERIOD ENDED 12/31/99)(1) SERIES(2)
--------------------------------------------------------------
Phoenix-Morgan Stanley Focus Equity 6.31%
Series
--------------------------------------------------------------
S&P 500 Index(3) 4.00%
--------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since December 15, 1999.

(3) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The Index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM THE SERIES' ASSETS)

Management Fees 0.85%

Distribution and Service (12b-1) Fees None

Other Expenses 1.30%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 2.15%
=====
(1) The Phoenix-Morgan Stanley Focus Equity Series investment advisor has agreed
to reimburse through December 31, 2000 the Phoenix-Morgan Stanley Focus
Equity Series' expenses other than Management Fees to the extent such
expenses exceed 0.15% of its total average net assets. Actual total annual
series' operating expenses after expense reimbursement were 1.00% for the
year ended December 31, 1999.

Phoenix-Morgan Stanley Focus Equity Series 39
<PAGE>

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

------------------------------------------------------------
1 YEAR 3 YEARS
------------------------------------------------------------
Phoenix-Morgan Stanley Focus Equity $218 $673
Series
------------------------------------------------------------
Note: Your actual expenses would be lower than those shown in the tables
above since the expense levels used to calculate the figures shown do not
include the reimbursement of expenses over certain levels by the series'
investment advisor.

FROM
INCEPTION
12/15/99 TO
12/31/99
-----------
Net asset value, beginning of period............................ $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).................................. --
Net realized and unrealized gain (loss)....................... 0.63
-----
TOTAL FROM INVESTMENT OPERATIONS............................ 0.63
-----
LESS DISTRIBUTIONS:
Dividends from net investment income.......................... --
Dividends from net realized gains............................. --
----
TOTAL DISTRIBUTIONS......................................... --
----
CHANGE IN NET ASSET VALUE....................................... 0.63
-----
NET ASSET VALUE, END OF PERIOD.................................. $10.63
======
Total Return.................................................... 6.31%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)......................... $5,402
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)......................................... 1.00%(1)
Net investment income......................................... 0.39%(1)
Portfolio turnover rate......................................... 2%(2)

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 8.11% for the
period ended December 31, 1999.

40 Phoenix-Morgan Stanley Focus Equity Series
<PAGE>

PHOENIX-OAKHURST BALANCED SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Oakhurst Balanced Series has investment objectives of reasonable
income, long-term capital growth and conservation of capital. There is no
guarantee that the series will achieve its objectives.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The advisor will use 4 criteria to select investments for the series:
risk, income, capital enhancement and protection of capital value.
The advisor will select securities believed to have potential for the
production of current income, with emphasis on securities that also
have the potential for capital enhancement. Fixed income securities
are selected using a multi-sector approach. The advisor may adjust
the mix of investments based upon financial market and economic
conditions.

[diamond] Under normal circumstances, the series will invest at least 65% of
its total assets in common stocks of companies of any size and fixed
income securities.

[diamond] The series may invest up to 35% of its net assets in high yield, high
risk fixed income securities (commonly referred to as "junk bonds").

[diamond] At least 25% of the series' assets will be invested in fixed income
securities that are rated within the 4 highest rating categories.

[diamond] The series may invest 25% of its total assets in foreign securities,
including emerging market securities and foreign government
securities.

[diamond] The series may also invest in mortgage-backed and asset-backed
securities.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will seek to increase the value of your shares by investing in
securities the advisor expects to increase in value or provide reasonable
income. Most of the series' investments will be in common stocks and fixed
income securities. Conditions affecting the overall economy, specific industries
or companies in which the series invests and interest rate changes can be worse
than expected. As a result, the value of your shares may decrease. If the
advisor misjudges the return potential of fixed income securities, or the
ability of issuers to make scheduled principal and interest payments, the
series' returns may be lower than prevailing returns, and the series' income
available for distribution may be less than other series. Neither the series nor
the advisor can assure you that a particular level of income will be
consistently achieved.

This series may invest in high risk, high yield fixed income securities (so
called "junk bonds"). Junk bonds present a greater risk that the issuer will not
be able to make interest or principal payments on time. If this happens, the
series would lose income and could expect a decline in the market value of the
securities.

The series may invest in foreign government securities and companies in
foreign countries, including some "emerging market" countries (countries with
markets that are not fully developed). Political and economic uncertainty as
well as less public information about investments may negatively impact the
series' portfolio. Some investments may be made in currencies other than U.S.
dollars that will fluctuate in value as a result of changes in the currency
exchange rate. Foreign markets and currencies may not perform as well as U.S.
markets. Emerging market countries and companies doing business in emerging
markets may not have the same range of opportunities as countries and their
companies in developed nations. They also may have more obstacles to financial
success.

This series may invest in unrated securities. Unrated securities may not
have as broad a market as rated, investment grade securities making them more
difficult to sell. This could cause the security to lose value.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Oakhurst Balanced Series. The bar chart shows changes
in the series' annual performance from year to year over the life of the series
(see footnote 1 on following page). The table shows how the series' average
annual returns for 1 and 5 years and for the life of the series compare to those
of a broad-based securities market index. The series' past performance is not
necessarily an indication of how the series will perform in the future.

Phoenix-Oakhurst Balanced Series 41
<PAGE>

PHOENIX-OAKHURST BALANCED SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1993 8.57
1994 -2.80
1995 23.28
1996 10.56
1997 17.93
1998 19.01
1999 11.57

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 13.56%
(quarter ended December 1998) and the lowest return for a quarter was -5.21%
(quarter ended September 1998).

---------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE LIFE OF
(FOR THE PERIOD ENDED YEAR YEARS THE SERIES(1)
---------------------------------------------------------------
Phoenix- Oakhurst 11.57% 16.37% 12.52%
Balanced Series
---------------------------------------------------------------
Balanced Benchmark(2) 11.55% 18.82% 14.23%
---------------------------------------------------------------
S&P 500 Index(3) 21.14% 28.66% 20.64%
---------------------------------------------------------------
Lehman Brothers Aggregate
Bond Index(4) -0.83% 7.73% 6.91%
---------------------------------------------------------------
Salomon Brothers Treasury 4.76% 5.21% 4.64%
Bill Index(5)
---------------------------------------------------------------

(1) Since May 1, 1992.

(2) The Balanced Benchmark is a composite index made up of 55% of the S&P 500
Index return, 35% of the Lehman Brothers Aggregate Bond Index return and 10%
of the 90-day U.S. Treasury bills return and is produced by Frank Russell
Company. The Index is not available for direct investment and includes net
dividends reinvested.

(3) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The Index
is not available for direct investment.

(4) The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly used
measure of bond performance which includes net dividends reinvested. The
index is not available for direct investment.

(5) The Salomon Brothers Treasury Bill Index is composed of short-term debt
instruments where equal dollar amounts of three-month Treasury bills are
purchased at the beginning of each of three consecutive months. As each bill
matures, all proceeds are rolled over or reinvested in a new three-month
bill. The income used to calculate the monthly return is derived by
subtracting the original amount invested from the maturity value. Returns
are calculated on a total-return basis with dividends reinvested, as
reported by Frank Russell Company. The index is unmanaged and not available
for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM THE SERIES' ASSETS)

Management Fees 0.54%

Distribution and Service (12b-1) Fees None

Other Expenses 0.16%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES 0.70%
=====

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

---------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------
Phoenix-Oakhurst $72 $224 $390 $871
Balanced Series
---------------------------------------------------------------
Note: Your actual expenses would be lower than those shown in the tables
above since the expense levels used to calculate the figures shown do not
include the reimbursement of expenses over certain levels by the series'
investment advisor.

42 Phoenix-Oakhurst Balanced Series
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net asset value, beginning of period................. $13.74 $12.26 $12.06 $12.30 $10.53
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)....................... 0.34 0.33 0.38 0.36 0.40(1)
Net realized and unrealized gain (loss)............ 1.22 1.94 1.73 0.89 2.02
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS................. 1.56 2.27 2.11 1.25 2.42
----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income............... (0.34) (0.32) (0.40) (0.35) (0.40)
Dividends from net realized gains.................. (0.52) (0.47) (1.51) (1.14) (0.25)
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS.............................. (0.86) (0.79) (1.91) (1.49) (0.65)
----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE............................ 0.70 1.48 0.20 (0.24) 1.77
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD....................... $14.44 $13.74 $12.26 $12.06 $12.30
====== ====== ====== ====== ======
Total Return ........................................ 11.57% 19.01% 17.93% 10.56% 23.28%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).............. $293,915 $280,056 $231,180 $204,285 $193,302
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses................................. 0.70% 0.68% 0.71% 0.68% 0.65%(2)
Net investment income.............................. 2.43% 2.58% 2.92% 2.93% 3.44%
Portfolio turnover rate.............................. 61% 110% 181% 229% 223%
</TABLE>

(1) Computed using average shares outstanding.
(2) The ratio of operating expenses to average net assets excludes the effect of
expense offsets for custodian fees; if expense offsets were included, the
ratio would not significantly differ.

Phoenix-Oakhurst Balanced Series 43
<PAGE>

PHOENIX-OAKHURST GROWTH AND INCOME SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Oakhurst Growth and Income Series has an investment objective of
seeking dividend growth, current income and capital appreciation. There is no
guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series will invest in equity securities, primarily common stocks.
Under normal circumstances the series will invest at least 65% of its
total assets in equity securities.

[diamond] Equity securities include common stock, preferred stock, securities
that can be converted into common stock or preferred stock
("convertible securities") and warrants to purchase common stock or
preferred stock.

[diamond] The series' advisor uses a quantitative value strategy to pursue the
series' investment objective. The strategy concentrates on the 1,500
largest companies traded in the United States. This strategy seeks
securities of companies that are undervalued relative to the market
in general and that have improving fundamentals.

[diamond] The series will invest only in the 4 highest rating categories of
convertible securities. These are commonly called "investment grade."

[diamond] The series may engage in "securities lending" to increase its
investment returns.

[diamond] The series may invest up to 20% of its assets in securities of
foreign (non-U.S.) issuers. Under normal circumstances, however, the
series will not invest more than 10% of its assets in foreign
securities.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series seeks to outperform the Standard & Poor's 500 Composite Stock
Price Index ("S&P 500") in total return and dividend yield. The S&P 500 total
return can be negative. When this happens, the series may outperform the S&P 500
but still have a negative return. In that case the value of your shares would
likely decline rather than increase. The advisor also may fail in its objective
to outperform the S&P 500. Most of the series' investments will be in common
stocks and other equity investments. Conditions affecting the overall economy,
specific industries or companies in which the series invests can be worse than
expected. As a result, the value of your shares may decrease. Increases in
interest rates affecting the global economy, particular industries or specific
companies can cause fixed income investments that the series may own to decline
in value. This, too, can cause your share value to decrease.

The advisor intends to invest nearly all of the series' assets in common
stocks and other securities, rather than holding significant amounts of cash and
short term investments. This can increase the series' net asset value more
quickly if those investments increase in value. It can cause the series' net
asset value to decrease more quickly if those investments decrease in value.

This series may lend portfolio securities to financial institutions to
increase investment return. If the borrower is unwilling or unable to return the
borrowed securities when due, the series can suffer losses.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Oakhurst Growth & Income Series. The bar chart shows
changes in the series' performance from year to year over its life.1 The table
shows how the series' average annual returns for one year and the life of the
series compare to those of a broad-based securities market index. The series'
past performance is not necessarily an indication of how the series will perform
in the future.

PHOENIX-OAKHURST GROWTH & INCOME SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1999 17.00

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 12.64%
(quarter ended December 1999) and the lowest return for a quarter was -5.95%
(quarter ended September 1999).

44 Phoenix-Oakhurst Growth and Income Series
<PAGE>

----------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF
(FOR THE PERIOD ENDED 12/31/99)(1) YEAR THE SERIES(2)
----------------------------------------------------------------
Phoenix-Oakhurst Growth & Income 17.00% 20.59%
Series
----------------------------------------------------------------
S&P 500 Index(3) 21.14% 22.06%
----------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since March 2, 1998.

(3) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The Index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM SERIES' ASSETS)

Management Fees 0.70%

Distribution and Service (12b-1) Fees None

Other Expenses 0.31%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 1.01%
=====
(1) The series' investment advisor has agreed to reimburse through
December 31, 2000 the Phoenix-Oakhurst Growth and Income Series' expenses
other than Management Fees and Distribution and Service Fees to the extent
that such expenses exceed 0.15% of the average net assets of the series.
After such reimbursement the series' actual total annual operating expenses
were .85% for the year ended December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

Phoenix-Oakhurst Growth and Income Series 45
<PAGE>

FROM
YEAR INCEPTION
ENDED 3/2/98 TO
12/31/99 12/31/98
-------- ---------
Net asset value, beginning of period................ $11.99 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)...................... 0.07 0.05
Net realized and unrealized gain (loss)........... 1.97 1.99
----- -----
TOTAL FROM INVESTMENT OPERATIONS................ 2.04 2.04
----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income.............. (0.07) (0.05)
Dividends from net realized gains (0.11) --
----- ---
In excess of net investment income................ (0.05) --
----- ---
Tax return of capital (0.27) --
----- ---
TOTAL DISTRIBUTIONS............................. (0.50) (0.05)
----- -----
CHANGE IN NET ASSET VALUE........................... 1.54 1.99
----- -----
NET ASSET VALUE, END OF PERIOD...................... $13.53 $11.99
====== ======
Total Return........................................ 17.00% 20.45%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............. $101,834 $41,860
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)............................. 0.85% 0.85%(1)
Net investment income............................. 0.71% 1.02%(1)
Portfolio turnover rate............................. 52% 81%(2)

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 1.01% and 1.46% for
the periods ended December 31, 1999 and 1998, respectively.

46 Phoenix-Oakhurst Growth and Income Series
<PAGE>

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE
The Phoenix-Oakhurst Strategic Allocation Series has an investment objective
of high total return over an extended period of time consistent with prudent
investment risk. There is no guarantee that the series will achieve its
investment objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The advisor will determine the allocation of investments among the 3
market segments -

o stocks
o bonds
o money market

[diamond] The advisor will shift investment allocation among the 3 market
segments.

[diamond] The advisor will use active trading as a means of managing the
portfolio.

[diamond] Investment in the stock market segment will be made with the intent
to achieve superior total rate of return over an extended period of
time from both capital appreciation and current income.

[diamond] Investment in the bond segment will be made with the intent to
achieve as high a total rate of return as an annual basis as is
considered consistent with preservation of capital.

[diamond] Investment in the money market segment will be made with the intent
to achieve high current income, preservation of capital and
liquidity.

[diamond] The series may invest up to 5% of its total assets in "junk bonds."

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will seek to increase the value of your shares by investing in
securities the advisor expects to increase in value and/or to provide current
income. Most of the series' investments will be in common stocks or debt
instruments. Conditions affecting the overall economy, specific industries or
companies in which the series invests can be worse than expected. As a result,
the value of your shares may decrease. Dividend, interest and other
distributions also can decrease or be eliminated entirely.

The series also may invest in small companies as well as larger companies.
Smaller companies, regardless of their location, may be affected to a greater
extent than larger companies by changes in general economic conditions and
conditions in particular industries. Smaller companies also may be relatively
new and not have the same operating history and "track record" as larger
companies. This could make future performance of smaller companies more
difficult to predict.

Implementation of the strategy requires that the advisor accurately
anticipate the market segment(s) to emphasize or avoid.

The Share may invest in financial futures contracts and options. The advisor
will make these investments primarily to try to minimize the risk of other
investments it makes for the series. These investments may not protect the
series from losses, they may decrease overall return, and they could, in unusual
circumstances, expose the series to losses that could be unlimited.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Oakhurst Strategic Allocation Series. The bar chart
shows changes in the series' performance from year to year over a 10-year
period.1 The table shows how the series' average annual return for 1, 5 and 10
years and the life of the series compare to those of a broad-based securities
market index. The series' past performance is not necessarily an indication of
how the series will perform in the future.

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1990 5.75
1991 29.24
1992 10.67
1993 11.03
1994 -1.45
1995 18.22
1996 9.05
1997 20.73
1998 20.79
1999 11.26

(1) The series' average total returns in this chart do not reflect the deduction
of any separate account or contract charges. The returns would have been
less than those shown if such charges were deducted. During the 10-year
period shown in the chart, the highest return for a quarter was 16.00%
(quarter ended December 1998) and the lowest return for a quarter was -5.52%
(quarter ended September 1998).

Phoenix-Oakhurst Strategic Allocation Series 47
<PAGE>

-----------------------------------------------------------------
AVERAGE ANNUAL
TOTAL RETURNS
(FOR THE PERIOD ONE FIVE TEN LIFE OF THE
ENDED 12/31/99) YEAR YEARS YEARS SERIES(1)
-----------------------------------------------------------------
Phoenix-Oakhurst
Strategic Allocation
Series 11.26% 15.90% 13.22% 13.52%
-----------------------------------------------------------------
Balanced Benchmark(2) 11.55% 18.82% 13.34% 14.39%
-----------------------------------------------------------------
Lipper Analytical
Services Flexible 9.83% 16.47% 12.28% N/A
Portfolio Index(3)
-----------------------------------------------------------------
S&P 500 Index(4) 21.14% 28.66% 18.25% 18.53%
-----------------------------------------------------------------
Lehman Brothers
Aggregate Bond Index(5) -0.83% 7.73% 7.70% 10.34%
-----------------------------------------------------------------
Salomon Brothers 4.76% 5.21% 5.05% 5.84%
Treasury Bill Index(6)
-----------------------------------------------------------------
(1) Since September 28, 1984.

(2) The Balanced Benchmark is calculated based upon the performance of the
following indices: 55% S&P 500/35% Lehman Brothers Aggregate Bond Index/10%
90-day Treasury Bills and is produced by Frank Russell Company and includes
net dividends reinvested.

(3) The Lipper Analytical Services Portfolio Index is an average of the largest
mutual funds within the flexible portfolio category and includes net
dividends reinvested.

(4) The S&P 500 Stock Index is an unmanaged, but commonly used measure of stock
total return performance which includes net dividends reinvested. The index
is not available for direct investment.

(5) The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly used
measure of bond performance. The index is not available for direct
investment.

(6) The Salomon Brothers Treasury Bill Index is composed of short-term debt
instruments where equal dollar amounts of three-month Treasury bills are
purchased at the beginning of each of three consecutive months. As each bill
matures, all proceeds are rolled over or reinvested in a new three-month
bill. The income used to calculate the monthly return is derived by
subtracting the original amount invested from the maturity value. Returns
are calculated on a total-return basis with dividends reinvested, as
reported by Frank Russell Company. The index is unmanaged and not available
for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM SERIES' ASSETS)

Management Fees 0.58%

Distribution and Service (12b-1) Fees None

Other Expenses 0.12%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES 0.70%
=====

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

-------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS

-------------------------------------------------------------
Phoenix-Oakhurst
Strategic
Allocation Series $72 $224 $390 $871
-------------------------------------------------------------
Note: Your actual expenses would be lower than those shown in the tables
above since the expense levels used to calculate the figures shown do not
include the reimbursement of expenses over certain levels by the series'
investment advisor.

48 Phoenix-Oakhurst Strategic Allocation Series
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net asset value, beginning of period........................ $15.65 $14.12 $13.65 $13.63 $12.68
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).............................. 0.36 0.29 0.32 0.32 0.45
Net realized and unrealized gain (loss)................... 1.36 2.57 2.46 0.91 1.84
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS........................ 1.72 2.86 2.78 1.23 2.29
----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income...................... (0.36) (0.28) (0.33) (0.31) (0.45)
Dividends from net realized gains......................... (0.83) (1.05) (1.98) (0.90) (0.89)
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS...................................... (1.19) (1.33) (2.31) (1.21) (1.34)
----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE................................... 0.53 1.53 0.47 0.02 0.95
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD.............................. $16.18 $15.65 $14.12 $13.65 $13.63
====== ====== ====== ====== ======
Total Return................................................ 11.26% 20.79% 20.73% 9.05% 18.22%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)..................... $476,709 $480,897 $429,002 $374,244 $353,838
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses........................................ 0.70% 0.68% 0.71% 0.70% 0.67%(1)
Net investment income..................................... 2.21% 1.97% 2.09% 2.26% 3.28%
Portfolio turnover rate..................................... 65% 139% 368% 287% 170%
</TABLE>

(1) The ratio of operating expenses to average net assets excludes the effect of
expense offsets for custodian fees; if expense offsets were included, the
ratio would not significantly differ.

Phoenix-Oakhurst Strategic Allocation Series 49
<PAGE>

PHOENIX-SCHAFER MID-CAP VALUE SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE
Investment objective of the Phoenix-Schafer Mid-Cap Value Series is
long-term capital appreciation. Current income is a secondary objective of the
series. There is no guarantee that the series will achieve its objectives.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series will invest in securities which the Advisor believes offer
the possibility of increase in value.

[diamond] Investments will primarily be in common stocks of established
companies having -

o a strong financial position
o a below average price/earnings ratio
o an above average prospective earnings and dividend growth rate
o total market capitalization between $1.0 billion and $7.5 billion

[diamond] The series may invest in convertible securities.

[diamond] The series may invest up to 20% of its total assets in securities of
foreign issuers.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series may invest in companies in foreign countries. Political and
economic uncertainty as well as relatively less public information about
investments may negatively impact the series' portfolio. Some investments may be
made in currencies other than U.S. dollars that will fluctuate in value as a
result of changes in the currency exchange rate. Foreign markets and currencies
may not perform as well as U.S. markets.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Schafer Mid-Cap Value Series. The bar chart shows
changes in the series' performance from year to year over its life.1 The table
shows how the series' average annual returns for one year and the life of the
series compare to those of a broad-based securities market index. The series'
past performance is not necessarily an indication of how the series will perform
in the future.

PHOENIX-SCHAFER MID-CAP VALUE SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1999 -10.28

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 9.01%
(quarter ended June 1999) and the lowest return for a quarter was -15.6%
(quarter ended September 1999).

----------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF
(FOR THE PERIOD ENDED 12/31/99)(1) YEAR THE SERIES(2)
----------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value -10.28% -11.76%
Series
----------------------------------------------------------------
S&P 500 Index(3) 21.14% 22.06%
----------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since March 2, 1998.

(3) The S&P 500 Index is an unmanaged, but commonly used measure of stock market
total return performance which includes net dividends reinvested. The Index
is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM SERIES' ASSETS)

Management Fees 1.05%

Distribution and Service (12b-1) Fees None

Other Expenses 1.53%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES() 2.58%
=====

(1) The series' investment advisor has agreed to reimburse through December 31,
2000 the Phoenix-Schafer Mid-Cap Value Series' expenses other than
management fees to the extent that such expenses exceed 0.15%. Actual total
Annual series Operating Expenses after expense reimbursement were 1.20% for
the year ended December 31, 1999.

50 Phoenix-Schafer Mid-Cap Value Series
<PAGE>

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

--------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS

--------------------------------------------------------------
Phoenix-Schafer $261 $802 $1,370 $2,915
Mid-Cap Value Series
--------------------------------------------------------------
Note: Your actual expenses would be lower than those shown in the tables
above since the expense levels used to calculate the figures shown do not
include the reimbursement of expenses over certain levels by the series'
investment advisor.

FROM
YEAR INCEPTION
ENDED 3/2/98 TO
12/31/99 12/31/98
-------- ---------
Net asset value, beginning of period............. $ 8.84 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................... 0.11 0.03(4)
Net realized and unrealized gain (loss)........ (1.02) (1.16)
----- -----
TOTAL FROM INVESTMENT OPERATIONS............. (0.91) (1.13)
----- -----
LESS DISTRIBUTIONS
Dividends from net investment income........... (0.11) (0.03)
TOTAL DISTRIBUTIONS.......................... (0.11) (0.03)
----- -----
CHANGE IN NET ASSET VALUE........................ (1.02) (1.16)
----- -----
NET ASSET VALUE, END OF PERIOD................... $7.82 $8.84
===== =====
Total Return..................................... (10.28)% (11.37)%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).......... $8,635 $7,896
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).......................... 1.20% 1.20%(1)
Net investment income.......................... 1.40% 0.52%(1)
Portfolio turnover rate.......................... 29% 21%(2)

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 2.58% and 2.77% for
the periods ended December 31, 1999 and 1998, respectively.
(4) Computed using average shares outstanding.

Phoenix-Schafer Mid-Cap Value Series 51
<PAGE>

PHOENIX-SENECA MID-CAP GROWTH SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
The Phoenix-Seneca Mid-Cap Growth Series has an investment objective of
capital appreciation. Distribution of investment income, such as dividends and
interest, is incidental in the selection of investments. There is no guarantee
that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series will invest in equity securities, primarily common stocks
of growth companies. Under normal circumstances the series will
invest at least 65% of its total assets in companies with market
capitalizations between $500 million and $5 billion. The series may
at times have significant investments in companies with higher or
lower market capitalizations.

[diamond] The advisor is responsible for managing the series' investment
program and the general operation of the series. The subadvisor
manages the investments of the series by selecting securities of
companies that meet certain fundamental standards and that the
subadvisor believes will demonstrate greater long-term earnings
growth than the average company included in the S&P Midcap 400 Index.

[diamond] The subadvisor may buy securities in anticipation of short-term price
gains.

[diamond] The series may invest in preferred stocks, warrants and debt
instruments, including bonds convertible into common stocks.

[diamond] The series may invest up to 35% of its net assets in below investment
grade bonds (so called "junk bonds").

[diamond] The series may lend up to one-third of its net assets at market value
to increase its investment returns.

[diamond] The series may invest up to 20% of its assets in securities of
foreign (non-U.S.) issuers.

[diamond] The series may invest up to 20% of its net assets in options and
futures contracts. The series intends to invest in these securities
primarily for "hedging" purposes but may invest up to 5% of its net
assets in these securities as an investment unrelated to hedging
purposes.

[diamond] The series may invest up to 15% of its assets in securities that are
not liquid, such as private placements and repurchase agreements that
have maturities of more than 7 days.

[diamond] Temporary Defensive Strategy. If the subadvisor believes that market
conditions are not favorable to the series' principal strategies, the
series may invest without limit in cash and cash equivalents. When
this happens, the series may not achieve its investment objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series will seek to increase the value of your shares by investing in
securities the subadvisor expects to increase in value. Most of the series'
investments will be in common stocks. Conditions affecting the overall economy,
specific industries or companies in which the series invests can be worse than
expected. As a result, the value of your shares may decrease. Decreases in share
value from day to day will be "paper" losses unless you actually sell your
shares. If your financial circumstances are likely to require you to sell your
shares at any particular time, rather than holding them indefinitely, you run
the risk that your sale of shares will occur when share values have declined.

The series may buy securities in anticipation of short-term price gains.
Gains depend on the ability of the subadvisor to predict correctly the increase
to securities prices. Securities prices may not increase as anticipated. This
may increase the series' overall trading volume especially if prices do not rise
as expected. Frequent and active trading may increase transaction costs for the
series.

The series' investment focus is on companies with medium capitalizations. It
also may invest in small companies as well as large companies. Investments in
companies with small and medium capitalizations make the series more volatile
than series which invest in companies with larger capitalizations. The smaller
companies may be affected to a greater extent than larger companies by changes
in general economic conditions and conditions in particular industries. Smaller
companies also may be relatively new and not have the same operating history and
"track record" as larger companies. This could make future performance of
smaller companies more difficult to predict.

The series may invest in below investment grade securities (so called "junk
bonds"). Below investment grade securities present a greater risk that the
issuer will not be able to make interest or principal payments on time. If this
happens, the series would lose income and could expect a decline in the market
value of the securities.

The series may invest in companies in foreign countries. Political and
economic uncertainty as well as less public information about investments may
negatively impact the series' portfolio. Some investments may be made in
currencies other than U.S. dollars that will fluctuate in value as a result of
changes in the currency exchange rate. Foreign markets and currencies may not
perform as well as U.S. markets.

52 Phoenix-Seneca Mid-Cap Growth Series
<PAGE>

The series may buy and write options and enter into futures contracts and
swap agreements primarily to minimize the risk of other investments it makes for
the series. These investments may not protect the series from losses, they may
decrease overall return, and they could, in unusual circumstances, expose the
series to losses that could be unlimited.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Seneca Mid-Cap Growth Series. The bar chart shows
changes in the series' performance from year to year over its life.1 The table
shows how the series' average annual returns for one year and the life of the
series compare to those of a broad-based securities market index. The series'
past performance is not necessarily an indication of how the series will perform
in the future.

PHOENIX-SENECA MID-CAP GROWTH SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1999 45.62

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 44.87%
(quarter ended December 1999) and the lowest return for a quarter was -4.06%
(quarter ended March 1999).

----------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF
(FOR THE PERIOD ENDED 12/31/99)(1) YEAR THE SERIES(2)
----------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth 45.62% 36.67%
Series
----------------------------------------------------------------
S&P Mid-Cap 400 Index(3) 14.72% 14.77%
----------------------------------------------------------------

(1) The series' total return in this table does not reflect the deduction of any
separate account or contract charges. The return would have been less than
those shown if such charges were deducted.

(2) Since March 2, 1998.

(3) The S&P Mid-Cap 400 Index is an unmanaged, but commonly used measure of
total return performance of mid-capitalization companies which includes net
dividends reinvested. The Index is not available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM SERIES' ASSETS)

Management Fees 0.80%

Distribution and Service (12b-1) Fees None

Other Expenses 1.24%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES(1) 2.04%
=====

(1) The series' investment advisor has agreed to reimburse through December 31,
2000 the Phoenix-Seneca Mid-Cap Growth Series' operating expenses other than
Management Fees and Distribution and Service Fees to the extent that such
expenses exceed 0.25%. Actual Total Annual series' Operating Expenses after
expense reimbursement were 1.05% for the year ended December 31, 1999.

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

--------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------
Phoenix-Seneca Mid-Cap $207 $640 $1,098 $2,369
Growth Series
--------------------------------------------------------------
Note: Your actual expenses would be lower than those shown in the tables
above since the expense levels used to calculate the figures shown do not
include the reimbursement of expenses over certain levels by the series'
investment advisor.

Phoenix-Seneca Mid-Cap Growth Series 53
<PAGE>

FROM
YEAR INCEPTION
ENDED 3/2/98 TO
12/31/99 12/31/98
-------- ---------
Net asset value, beginning of period............. $12.16 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................... --(4) 0.01(4)
Net realized and unrealized gain (loss)........ 5.54 2.16
----- -----
TOTAL FROM INVESTMENT OPERATIONS............. 5.54 2.17
----- -----
LESS DISTRIBUTIONS
Dividends from net investment income........... -- (0.01)
--- -----
Dividends from net realized gains.............. (0.42) --
----- ---
TOTAL DISTRIBUTIONS.......................... (0.42) (0.01)
----- -----
CHANGE IN NET ASSET VALUE........................ 5.12 2.16
----- -----
NET ASSET VALUE, END OF PERIOD................... $17.28 $12.16
====== ======
Total Return..................................... 45.62% 21.75%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).......... $21,857 $7,897
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).......................... 1.05% 1.05%(1)
Net investment income (loss)................... (0.33)% 0.15%(1)
Portfolio turnover rate.......................... 169% 127%(2)

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 2.04% and 2.82%
for the periods ended December 31, 1999 and 1998, respectively.
(4) Computed using average shares outstanding.

54 Phoenix-Seneca Mid-Cap Growth Series
<PAGE>

PHOENIX-SENECA STRATEGIC THEME SERIES
--------------------------------------------------------------------------------
INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE
The Phoenix-Seneca Strategic Theme Series has an investment objective of
long-term capital appreciation through investing in securities of companies
benefiting from long-term trends present in the United States and abroad. There
is no guarantee that the series will achieve its investment objective.

PRINCIPAL INVESTMENT STRATEGIES
[diamond] The series will invest primarily in common stocks of companies
believed by the advisor to have substantial potential for capital
growth by being well positioned to benefit from -

o cultural
o demographic
o regulatory
o social
o technological
changes worldwide.

[diamond] The advisor will seek to identify those companies which, in addition
to being well positioned to benefit from identified themes, also -

o have good financial resources
o provide satisfactory return on capital
o has enhanced industry position
o has demonstrated superior management skills

[diamond] Advisor will establish strategic themes (major changes affecting
markets for a prolonged periods of time) and tactical themes
(focused, short-term).

[diamond] The series may invest in preferred stocks, investment grade bonds,
convertible preferred stocks and convertible debentures.

[diamond] The series may invest up to 35% of its total assets in securities of
foreign issuers.

PRINCIPAL RISKS
If you invest in this series, you risk that you may lose your investment.

The series may invest in securities issued by small companies. Smaller
companies, regardless of their location, may be affected to a greater extent
than larger companies by changes in general economic conditions and conditions
in particular industries. Smaller companies also may be relatively new and not
have the same operating history and "track record" as larger companies. This
could make future performance of smaller companies more difficult to predict.

Investing in a single economic theme can make the series more vulnerable to
adverse economic, political or regulatory developments than a diversified
portfolio.

The advisor may not accurately anticipate emerging market trends, or may not
exploit such investment opportunities, or may not divest such investments at the
proper time.

PERFORMANCE TABLES
The following bar chart and table provide some indication of the risks of
investing in the Phoenix-Seneca Strategic Theme Series. The bar chart shows
changes in the series' performance from year to year over its life.1 The table
shows how the series' average annual returns for one year and for the life of
the series compare to those of a broad-based securities market index. The
series' past performance is not necessarily an indication of how the series will
perform in the future.

PHOENIX-SENECA STRATEGIC THEME SERIES

[GRAPHIC OMITTED]

CALENDAR YEAR ANNUAL RETURN (%)
1997 17.16
1998 44.69
1999 54.98

(1) The series' average annual returns in this chart do not reflect the
deduction of any separate account or contract charges. The returns would
have been less than those shown if such charges were deducted. During the
period shown in the chart, the highest return for a quarter was 37.46%
(quarter ended December 1998) and the lowest return for a quarter was -7.15%
(quarter ended September 1998).

Phoenix-Seneca Strategic Theme Series 55
<PAGE>

---------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS LIFE OF
(FOR THE PERIODS ENDED 12/31/99) ONE YEAR THE SERIES(1)
---------------------------------------------------------------
Phoenix-Seneca Strategic Theme 54.98% 31.16%
Series
---------------------------------------------------------------
S&P MidCap 400 Index(2) 14.72% 21.71%
---------------------------------------------------------------
S&P 500 Index(3) 21.14% 26.65%
---------------------------------------------------------------

(1) Since January 29, 1996.

(2) The S&P MidCap 400 is an unmanaged index composed of companies with market
capitalizations between $300 million and $5 billion which includes net
dividends reinvested.
(3) The S&P 500 Index is an unmanaged, commonly used measure of stock total
return performance which includes net dividends reinvested. The Index is not
available for direct investment.

SERIES' EXPENSES
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the series.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Sales Charge imposed on purchases None

Sales Charge imposed on reinvested dividends None

Deferred Sales Charge None

Redemption Fee None

Exchange Fee None

ANNUAL SERIES' OPERATING EXPENSES (EXPENSES THAT
ARE DEDUCTED FROM SERIES' ASSETS)

Management Fees 0.75%

Distribution and Service (12b-1) Fees None

Other Expenses 0.22%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES 0.97%
=====

EXAMPLE
This example is intended to help you compare the cost of investing in the
series with the cost of investing in other funds.

---------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS

---------------------------------------------------------------
Phoenix-Seneca Strategic $99 $309 $536 $1,190
Theme Series
---------------------------------------------------------------
Note: Your actual expenses would be lower than those shown in the tables
above since the expense levels used to calculate the figures shown do not
include the reimbursement of expenses over certain levels by the series'
investment advisor.

56 Phoenix-Seneca Strategic Theme Series
<PAGE>

<TABLE>
<CAPTION>
FROM
YEAR ENDED DECEMBER 31, INCEPTION
----------------------- 1/29/96 TO
1999 1998 1997 12/31/96
---- ---- ---- ----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period................................ $15.40 $11.32 $10.98 $10.00
INCOME FROM INVESTMENT OPERATIONS --
Net investment income (loss)...................................... 0.01 0.05 0.04
Net realized and unrealized gain (loss)........................... 8.19 5.03 1.82 0.99
----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS................................ 8.19 5.04 1.87 1.03
----- ----- ----- -----
LESS DISTRIBUTIONS --
Dividends from net investment income.............................. (0.01) (0.05) (0.04)
Dividends from net realized gains................................. (2.36) (0.95) (1.16) --
In excess of net realized gains................................... (0.55) -- (0.31) --
Tax return of capital............................................. (0.47) -- (0.01) (0.01)
----- ----- ----- -----
TOTAL DISTRIBUTIONS............................................. (3.38) (0.96) (1.53) (0.05)
----- ----- ----- -----
CHANGE IN NET ASSET VALUE........................................... 4.81 4.08 0.34 0.98
----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD...................................... $20.21 $15.40 $11.32 $10.98
====== ====== ====== ======
Total Return........................................................ 54.98% 44.69% 17.16% 10.33%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............................. $177,351 $75,098 $47,620 $25,972
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses................................................ 0.97% 0.99% 1.00%(3) 1.00%(1,3)
Net investment income (loss)...................................... (0.18)% (0.01)% 0.42% 0.64%(1)
Portfolio turnover rate............................................. 150% 364% 642% 391%(2)
</TABLE>

(1) Annualized.
(2) Not annualized.
(3) If the investment adviser had not reimbursed expenses, the ratio of
operating expenses to average net assets would have been 1.14% and 1.28% for
the periods ended December 31, 1997 and 1996, respectively.

Phoenix-Seneca Strategic Theme Series 57
<PAGE>

ADDITIONAL DISCUSSION OF EACH SERIES' INVESTMENT STRATEGIES AND MANAGEMENT
--------------------------------------------------------------------------------

PHOENIX-ABERDEEN INTERNATIONAL SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The series' investment objective is high total return consistent with
reasonable risk. There is no guarantee that the series will achieve its
investment objective.

PRINCIPAL INVESTMENT STRATEGIES
The series invests in a diversified portfolio of securities of non-U.S.
issuers, including companies, governments, governmental agencies and
international organizations. The series may invest in any region of the world.
Under normal circumstances, the series will invest at least 80% of its total
assets in the securities of issuers located in at least 3 different countries.

The series will invest primarily in common stocks. The series also may
invest in other equity securities, including preferred stocks, securities
convertible into common stocks, warrants and rights to purchase common stock,
and in bonds, notes and other debt securities. Although the series intends to
invest primarily in established companies, the series may invest in securities
of issuers of any size, in countries with developed markets and countries with
emerging markets.

The series also may invest in nonconvertible fixed income securities of
non-U.S. issuers when the advisor feels that such securities are appropriate for
the achievement of the series' investment objective. Market values of fixed
income securities typically move in the opposite direction from changes in
interest rates. Therefore, investing in fixed income securities can provide an
opportunity for capital appreciation when interest rates are expected to
decline.

The nonconvertible fixed income securities referred to above may consist of:

[diamond] Corporate notes, bonds, debentures and other securities (such as
Euro-currency instruments) of non-U.S. issuers that are rated within
the 3 highest rating categories of rating services or, if unrated, are
deemed by the advisor to be of comparable credit quality.

[diamond] Securities issued by foreign governments and supranational agencies
(such as the World Bank).

The series may invest up to 10% of its net assets in fixed income securities
rated below investment grade (commonly referred to as "junk bonds").

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

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is total return. The advisor intends to invest assets so
that your shares increase in value. However, the value of the series'
investments that support your share value can decrease as well as increase. If
between the time you purchase shares and the time you sell shares the value of
the series' investments decreases you will lose money. The value of the series'
investments can decrease for a number of reasons. For example, changing economic
conditions may cause a decline in the value of many or even most equity and
fixed income investments. Particular industries can face poor markets for their
products or services so that companies engaged in those businesses do not do as
well as companies in other industries. Interest rate changes may improve
prospects for certain types of businesses and they may worsen prospects for
others. To the extent that the series' investments are affected by general
economic declines, declines in industries, and interest rate changes that
negatively affect the companies in which the series invests, series share values
may decline. Share values also can decline if the specific companies selected
for series investment fail to perform as the advisor or subadvisor expects,
regardless of general economic trends, industry trends, interest rates and other
economic factors.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

FOREIGN INVESTING
The series will invest in non-U.S. companies. Investing in the securities of
non-U.S. companies involves special risks and considerations not typically
associated with investing in U.S. companies. These include:

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

58 Phoenix Edge Series Fund

<PAGE>

Political and economic uncertainty as well as relatively less public
information about investments may negatively impact the series' portfolio.

Many of the foreign securities held by the series will not be registered
with, nor will the issuers of those securities be subject to the reporting
requirements of, the SEC. Accordingly, there may be less publicly-available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payment positions.

FOREIGN CURRENCY
Significant portions of the series' assets may be invested in securities
denominated in foreign currencies. Changes in foreign exchange rates will affect
the value of those securities denominated or quoted in currencies other than the
U.S. dollar. The forces of supply and demand in the foreign exchange markets
determine exchange rates and these forces are in turn affected by a range of
economic, political, financial, governmental and other factors. Exchange rate
fluctuations can affect the series' net asset value (share price) and dividends
either positively or negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S. dollar. Exchange
rates fluctuate over both the short and long terms.

Effective January 1, 1999, 11 European countries began converting from their
sovereign currency to the European Union common currency called the "Euro." This
conversion may expose the series to certain risks, including the reliability and
timely reporting of pricing information of the series' portfolio holdings. In
addition, one or more of the following may adversely affect specific securities
in the series' portfolio:

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] competitive implications of increased price transparency of European
Union markets (including labor markets) resulting from adoption of a
common currency and issuers' plans for pricing their own products and
services in the Euro;

[diamond] issuers' ability to make required information technology updates on a
timely basis, and costs associated with the conversion (including
costs of dual currency operations through January 1, 2002);

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance or price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

EMERGING MARKET INVESTING
The series may invest in companies located in emerging market countries and
regions. Investment in less-developed countries whose markets are still emerging
generally presents risks in greater degree than those presented by investment in
foreign issuers based in countries with developed securities markets and more
advanced regulatory systems. Prior governmental approval of foreign investments
may be required under certain circumstances in some developing countries, and
the extent of foreign investment in domestic companies may be subject to
limitation in other developing countries. The charters of individual companies
in developing countries may impose limitations on foreign ownership to prevent,
among other concerns, violation of foreign investment limitations.

The economies of developing countries generally are heavily dependent upon
international trade and, accordingly, have been and may continue to be adversely
affected by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been (and may
continue to be) adversely affected by economic conditions in these countries.

SMALL MARKET CAPITALIZATION INVESTING
The series may invest in large and small companies throughout the world.
Companies with small capitalization are often companies with a limited operating
history or companies in industries which have recently emerged due to cultural,
economic, regulatory or technological developments. Such developments can have a
significant positive or negative effect on small capitalization companies and
their stock performance. Given the limited operating history and rapidly
changing fundamental prospects, investment returns from smaller capitalization
companies can be highly volatile. Smaller companies may find their ability to
raise capital impaired by their size or lack of operating history. Product lines
are often less diversified and subject to competitive threats. Smaller
capitalization stocks are subject to varying patterns of trading volume and may,
at times, be difficult to sell.

MUTUAL FUND INVESTING
The series may invest in other mutual funds to take advantage of investment
opportunities in certain countries where the series otherwise would not be able
to invest or where the size of a series investment in any particular country
would be too small. The series may invest up to 10% of its assets in the shares
of other mutual funds.

Phoenix Edge Series Fund 59

<PAGE>

However, the series will not invest more than 5% of its assets in any one mutual
fund. When the series purchases shares of another mutual fund, the assets
invested in the other mutual fund incur a layering of expenses, including
operating costs, advisory fees, and administrative fees that you indirectly
bear.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to the
series and is located at 56 Prospect Street, Hartford, CT 06115. PIC also acts
as the investment advisor for 14 other mutual funds, as subadvisor to 3
additional mutual funds and as advisor to institutional clients. As of December
31, 1999, PIC had $25.7 billion in assets under management. PIC has acted as an
investment advisor for over 60 years.

Aberdeen Fund Managers, Inc. ("Aberdeen") is the investment subadvisor to
the series and is located at One Financial Plaza, Suite 2210, NationsBank Tower,
Fort Lauderdale, Florida 33394. Aberdeen acts as subadvisor to 2 other funds. As
of December 31, 1999, Aberdeen had $1.65 billion under management.

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
series' portfolio and managing the series' assets to conform with the investment
policies as described in this prospectus. The series pays PIC a monthly
investment management fee that is accrued daily against the value of the series'
net assets at the following rates.

---------------------------------------------------------------
First Next Over
$250,000,000 $250,000,000 $500,000,000
---------------------------------------------------------------
Management 0.75% 0.70% 0.65%
Fee
---------------------------------------------------------------

During the series' last fiscal year, it paid total management fees of
$1,915,372. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.75%. The total advisory fee of 0.75% of the
aggregate net assets of the series is greater than that for most mutual funds;
however, the Trustees have determined that it is comparable to fees charged by
other mutual funds whose investment objectives are similar to those of the
series.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

PORTFOLIO MANAGEMENT
The investment and trading decisions for the Phoenix-Aberdeen International
Series are made by a team of the advisor's equity investment professionals. The
advisor has retained Aberdeen Fund Managers, Inc. for advice and assistance in
making investment and trading decisions. Aberdeen Fund Managers, Inc. does not
have discretionary authority to manage the Phoenix-Aberdeen International
series.

PHOENIX-ABERDEEN NEW ASIA SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The series has an investment objective of long-term capital appreciation.
Distribution of investment income, such as dividends and interest, is incidental
in the selection of investments. There is no guarantee that the series will
achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
The series invests in a diversified portfolio of primarily equity securities
of companies located in Asia (other than Japan). Under normal circumstances, the
series intends to invest at least 65% of its total assets invested in the equity
securities of such companies.

The advisor selects securities of companies that meet certain fundamental
standards and that the advisor believes have the market potential for above
average market appreciation.

The series will, under normal circumstances, invest at least 65% of its
total assets in a diversified portfolio of equity securities of issuers
organized and principally doing business in Asia, other than Japan, and whose
principal securities, such as common stock, are actively traded on recognized
stock exchanges of those countries.

A company is principally operating in Asia if

[diamond] at least 50% of revenues or profits are from Asian countries or

[diamond] at least 50% of their assets are located in Asian countries.

The series ordinarily will be invested in 3 or more of the following
countries:

o China o Hong Kong
o India o Indonesia
o South Korea o Malaysia
o Pakistan o Philippines
o Singapore o Sri Lanka
o Taiwan o Thailand

60 Phoenix Edge Series Fund

<PAGE>

If the advisor considers it appropriate, the series also may invest in South
Pacific nations such as Australia and New Zealand.

In determining the appropriate distribution of investments among various
countries and geographic regions, the advisor ordinarily will consider the
following factors:

[diamond] prospects for relative economic growth among Asian countries;

[diamond] expected levels of inflation;

[diamond] relative price levels of the various capital markets;

[diamond] governmental policies influencing business conditions;

[diamond] the outlook for currency relationships; and

[diamond] the range of individual investment opportunities available to the
international investor.

The series also may invest in convertible securities. A convertible security
is a bond, debenture, note, preferred stock or other security that may be
converted into or exchanged for a prescribed amount of common stock of the
issuer at predetermined time(s), price(s) or price formula. A convertible
security entitles the owner to receive interest paid or accrued on a debt
security or dividends paid on preferred stock until the security matures or is
converted to common stock. Convertible securities have several unique
investments characteristics, such as:

[diamond] higher yields than common stocks but lower yields than comparable
nonconvertible securities;

[diamond] typically less fluctuation in value than the "underlying" common
stock, that is, the common stock that the investor receives if he
converts;

[diamond] the potential for capital appreciation if the market price of the
underlying common stock increases.

In certain countries, investments may be made only by investing in other
investment companies that, in turn, are authorized to invest in the securities
that are issued in such countries. The series may therefore invest in the
securities of other investment companies subject to the limitations. The series'
purchase of the securities of other investment companies (and closed-end
companies) results in the layering of expenses, including operating costs,
investment advisory and administrative fees.

The series may establish and maintain reserves of up to 100% of its assets
for temporary defensive purposes under abnormal market or economic conditions.
The series' reserves may be invested in domestic as well as foreign short-term
money market instruments, including, but not limited to:

[diamond] government obligations;

[diamond] certificates of deposit;

[diamond] bankers' acceptances;

[diamond] time deposits;

[diamond] commercial paper;

[diamond] short-term corporate debt securities; and

[diamond] repurchase agreements.

When the series' assets are held in cash or cash equivalents, it is not
investing in securities intended to meet the series' investment objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

RISKS RELATED TO INVESTMENT STRATEGIES

FOREIGN INVESTING
The series invests in non-U.S. companies. Investing in the securities of
non-U.S. companies involves special risks and considerations not typically
associated with investing in U.S. companies. These include:

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the series' portfolio.

Foreign securities often trade with less frequency and volume than domestic
securities and therefore may exhibit greater price volatility.

Additionally, dividends and interest payable on foreign securities may be
subject to foreign taxes withheld prior to receipt by the fund.

Moreover, individual foreign economies may differ favorably or unfavorably
from the U.S. economy in such

Phoenix Edge Series Fund 61

<PAGE>

respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payment positions.

FOREIGN CURRENCY
Portions of the series' assets will be invested in securities denominated in
foreign currencies. Changes in foreign exchange rates will affect the value of
those securities denominated or quoted in currencies other than the U.S. dollar.
The forces of supply and demand in the foreign exchange markets determine
exchange rates and these forces are in turn affected by a range of economic,
political, financial, governmental and other factors. Exchange rate fluctuations
can affect the series' net asset value (share price) and dividends either
positively or negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S. dollar. Exchange
rates fluctuate over both the long and short terms.

In addition, when certain foreign countries experience economic
difficulties, there is an increased risk that the foreign government may impose
restrictions on the free exchange of its currency.

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance of price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

EMERGING OR DEVELOPING MARKETS
The series will make investments in developing or emerging countries which
involve exposure to economic systems that are generally less diverse and mature
than in the United States, and to political systems that are less stable. In the
past, markets of developing countries have been more volatile than the markets
of developed countries.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix-Aberdeen International Advisors, LLC ("PAIA") is the investment
advisor to the series and is located at 56 Prospect Street, Hartford, CT 06115.
PAIA also acts as the investment advisor to Phoenix-Aberdeen Series Fund. As of
December 31, 1999, PAIA had $60.9 million in assets under management.

Subject to the direction of the Fund's Board of Trustees, PAIA is
responsible for managing the series' investment program and the day-to-day
management of the series' portfolio. PAIA manages the series' assets to conform
with the investment policies as described in this prospectus. The series pays
PAIA a monthly investment management fee that is accrued daily against the value
of the series' net assets at the rate of 1.00% annually.

During the series' last fiscal year, the series paid total management fees
of $131,315. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 1.00%.

PORTFOLIO MANAGEMENT

PHOENIX-BANKERS TRUST DOW 30 SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
Phoenix-Bankers Trust Dow 30 Series seeks to track the total return of the
Dow Jones Industrial Average(SM) (the "DJIA(SM)") before fund expenses. There is
no guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
The series is an "index fund" and invests primarily in the equity securities
of the 30 companies comprising the DJIA(SM) (known as the "Dow 30(SM)") in the
same proportions that they are represented in the DJIA(SM). The series employs a
"passively" managed investment approach.

The DJIA(SM) currently consists of 30 of the most widely held and actively
traded stocks listed on the New York Stock Exchange. The stocks in the DJIA(SM)
represent companies that typically are dominant firms in their respective
industries. Normally, the series will invest substantially all of its total
assets in the stocks of the DJIA(SM) and "Equity Equivalents" (described below)
that offer participation in the performance of the stocks in the DJIA(SM). The
portion of the series' total assets invested in the stocks in the DJIA(SM) will
vary from time to time.

62 Phoenix Edge Series Fund

<PAGE>

Equity Equivalents include stock index futures contracts and publicly-traded
index securities (such as DIAMONDS(SM)). Stock index futures contracts are
agreements whereby 2 parties agree to take or make delivery of an amount of cash
based on the value of an index (such as the DJIA(SM)) on specified future date.
Investment in index futures contracts allows an investor to participate in the
performance of the index without the costs of buying the stocks comprising the
index. DIAMONDS represent proportionate undivided interests in a portfolio of
securities consisting of all of the component common stocks of the DJIA(SM) and
are listed on the American Stock Exchange. Equity Equivalents may be used for
several purposes: to simulate full investment in the underlying index while
retaining a cash balance for fund management purposes, to facilitate trading, to
reduce transaction costs or to seek higher investment returns where an Equity
Equivalent is priced more attractively than securities in the DJIA(SM).

The series will attempt to achieve a correlation between the total return
performance of its portfolio and that of the total return of the DJIA(SM) of at
least .98 before expenses. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when the series' net asset value, including
the value of its dividend and capital gain distributions, increases or decreases
in exact proportion to changes in the total return of the DJIA(SM). The
investment manager monitors the correlation of the performance of the series in
relation to the DJIA(SM) under the supervision of PVA and the Board of Trustees.
In the unlikely event that a high correlation is not achieved, PVA and the Board
of Trustees will take appropriate steps based on the reasons for the lower than
expected correlation.

RISKS RELATED TO INVESTMENT STRATEGIES
You could lose money on your investment in the series, or the series could
under perform other investments, if the value of the DJIA(SM) goes down. Unlike
other funds that do not attempt to track an index, the series may not use
certain techniques to reduce the risk of loss. For example, the series will not
keep any significant portion of its assets in cash. As a result, the series may
go down in value more than an actively managed fund in the event of a general
market decline. In addition, because the series has expenses whereas the
DJIA(SM) does not, the series' performance will tend to underperform the
performance of the DJIA(SM).

The series' "non-diversified" status allows it to invest more than 5% of its
assets in the stock of a single company. To the extent the series invests a
greater percentage of its assets in a single company, it has greater exposure to
the performance and risks of the stock of that company.

An investment in the series is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
series and is located at One American Row, Hartford, CT 06102-5056. PVA also
acts as the investment advisor for 7 other series. PVA is an investment advisor
created to actively monitor and manage subadvisor performance.

Bankers Trust Company ("Bankers Trust") serves as subadvisor to the
Phoenix-Bankers Trust Dow 30 Series. Bankers Trust, a New York banking
corporation with principal offices at 130 Liberty Street, New York, New York
10006, is an indirect subsidiary of Deutsche Bank AG ("Deutsche Bank"), and has
more than 50 years of experience managing retirement assets for the nation's
largest corporations and institutions. Deutsche Bank is split into 5 business
divisions, including Deutsche Asset Management, which encompasses the investment
management capabilities of Bankers Trust. At March 31, 2000, Deutsche Asset
Management had $578 billion in assets under management globally; and in the
U.S., Deutsche Asset Management is responsible for $253.5 billion in client
assets. As of March 31, 2000, Bankers Trust Company had approximately $223.8
billion in assets under management.

PVA, subject to the supervision and direction of the Board of Trustees, is
responsible for assuring that the series is managed in accordance with the
series' investment objective and stated investment policies. Bankers Trust, as
subadvisor, is responsible for the day-to-day management of the holdings of the
series, makes investment decisions for the series, places orders to purchase and
sell securities and other financial instruments on behalf of the series and
employs professional investment managers and securities analysts who provide
research services to the series. Bankers Trust may utilize the expertise of any
of its worldwide subsidiaries and affiliates to assist it in its role as
Advisor.

The series pays PVA a monthly investment management fee that is accrued
daily against the value of that series' net assets at the rate of 0.35%.

PORTFOLIO MANAGEMENT

Lead portfolio manager, James A. Creighton is a Managing Director and Head
of Global Index Management for Deutsche Asset Management. Prior to joining
Deutsche Asset Management, Jim was Managing Director and Chief Investment
Officer of Global Index Investments at Barclays Global Investors, where he led
the global index and investment process, including portfolio management, trading
and fund accounting. Prior to his appointment as Chief Investment Officer at
BGI, Jim was Division President of Barclays Global Investors Canada Limited,
responsible for the overall management of the firm. Previous business experience
includes Group Manager of Trafalgar Capital Management, a Canadian investment
counseling firm specializing in quantitative and passive

Phoenix Edge Series Fund 63

<PAGE>

management strategies, and Head of Group Operations at The Maritime Life
Assurance Company, a Canadian insurance company. Jim received his MSc in
Actuarial Science from Northeastern University and a BSc in Mathematics from
Dalhousie University. Jim is a fellow of the Society of Actuaries and of the
Canadian Institute of Actuaries.

PLEASE NOTE:

This series is not sponsored, endorsed, sold or promoted by Dow Jones. Dow
Jones makes no representation or warranty, express or implied, to actual or
potential investors in the series or to any member of the public regarding the
advisability of investing in securities generally or in this series
particularly. Dow Jones' only relationship to the Fund is the licensing of
certain trademarks, trade names and service marks of Dow Jones and of the Dow
Jones Industrial Average(SM), which is determined, composed and calculated by
Dow Jones without regard to the Fund or the series. Dow Jones has no obligation
to take the needs of Fund or the investors in the series into consideration in
determining, composing or calculating the Dow Jones Industrial Average(SM). Dow
Jones is not responsible for and has not participated in the determination of
the timing of, prices at, or quantities of the series to be issued or in the
determination or calculation of the equation by which shares of the series may
be redeemed. Dow Jones has no obligation or liability in connection with the
administration, marketing or trading of the series.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND,
INVESTORS IN THE SERIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW
JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY
LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES,
EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES AND THE FUND.

PHOENIX-Bankers Trust Nasdaq-100 Index(R) SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
Phoenix-Bankers Trust Nasdaq-100 Index(R) Series seeks to track the total
return of the Nasdaq-100 Index(R) (the "Index") before fund expenses. There is
no guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
The series is an "index fund" and invests primarily in the equity securities
of the 100 companies comprising the Index in the same proportions that they are
represented in the Index. The series employs a "passively" managed investment
approach.

The Index currently consists of 100 of the largest non-financial companies
whose stock is actively traded and listed on The Nasdaq Stock Market, Inc. The
stocks in the Index represent companies that typically are among the largest but
not the most dominant firms in their respective industries. Normally, the series
will invest substantially all of its total assets in the stocks of the Index and
"Equity Equivalents" (described below) that offer participation in the
performance of the stocks in the Index. The portion of the series' total assets
invested in the stocks in the Index will vary from time to time.

Equity Equivalents include stock index futures contracts and
publicly-traded index securities. Stock index futures contracts are agreements
whereby 2 parties agree to take or make delivery of an amount of cash based on
the value of an index (such as the Index) on a specified future date. Investment
in index futures contracts allows an investor to participate in the performance
of the index without the costs of buying the stocks comprising the index. Equity
Equivalents may be used for several purposes: to simulate full investment in the
underlying index while retaining a cash balance for fund management purposes, to
facilitate trading, to reduce transaction costs or to seek higher investment
returns where an Equity Equivalent is priced more attractively than securities
in the Index.

The series will attempt to achieve a correlation between the total return
performance of its portfolio and that of the total return of the Index of at
least .98% before expenses. A correlation of 1.00% would indicate perfect
correlation, which would be achieved when the series' net asset value, including
the value of its dividend and capital gain distributions, increases or decreases
in exact proportion to changes in the total return of the Index. The investment
manager monitors the correlation of the performance of the series in relation to
the Index under the supervision of PVA and the Board of Trustees. In the
unlikely event that a high correlation is not achieved, PVA and the Board of
Trustees will take appropriate steps based on the reasons for the lower than
expected correlation.

64 Phoenix Edge Series Fund

<PAGE>

RISKS RELATED TO INVESTMENT STRATEGIES
You could lose money on your investment in the series, or the series could
underperform other investments, if the value of the Index goes down. Unlike
other funds that do not attempt to track an index, the series may not use
certain techniques to reduce the risk of loss. For example, the series will not
keep any significant portion of its assets in cash. As a result, the series may
go down in value more than an actively managed fund in the event of a general
market decline. In addition, because the series has expenses whereas the Index
does not, the series' performance will tend to underperform the performance of
the Index.

The series' "non-diversified" status allows it to invest more than 5% of its
assets in the stock of a single company. To the extent the series invests a
greater percentage of its assets in a single company, it has greater exposure to
the performance and risks of the stock of that company.

An investment in the series is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
Series and is located at One American Row, Hartford, CT 06102-5056. PVA also
acts as the investment advisor for 8 other series. PVA is an investment advisor
created to actively monitor and manage subadvisor performance.

Bankers Trust Company ("Bankers Trust") serves as subadvisor to the
Phoenix-Bankers Trust Nasdaq-100 Index(R) Series. Bankers Trust, a New York
banking corporation with principal offices at 130 Liberty, New York, New York
10006, is an indirect subsidiary of Deutsche Bank AG ("Deutsche Bank"), and has
more than 50 years of experience managing retirement assets for the nation's
largest corporations and institutions. Deutsche Bank is split into 5 business
divisions, including Deutsche Asset Management, which encompasses the investment
management capabilities of Bankers Trust. At March 31, 2000, Deutsche Asset
Management had $578 billion in assets under management globally; and in the
U.S., Deutsche Asset Management is responsible for $253.5 billion in client
assets. As of March 31, 2000, Bankers Trust Company had approximately $223.8
billion in assets under management.

The series pays PVA a monthly investment management fee that is accrued
daily against the value of that series' net assets at the rate of 0.35%.

PORTFOLIO MANAGEMENT

Lead portfolio manager, Patrick Cannon is Director and Head of US Index
Management for Deutsche Asset Management. Prior to joining Deutsche Asset
Management, Patrick was Principal and Head of Small Cap Equities at Barclays
Global Investors and a member of the global index investment sub-committee
(GIISC). At BGI, he oversaw approximately $45 billion in US equity assets
indexed to Russell, Wilshire, S&P, BGI Small Cap and REIT Indices. Prior to his
appointment as Head of Small Cap at BGI, he was the Global Equity Index
Strategist at BGI reporting to the Global Head of Indexing. In this position, he
played an integral role in re-engineering the index investment process and
technology platform both in the US and throughout BGI globally. Before this role
at BGI, he was responsible for managing and trading all index portfolios at
Barclays Global Investors Australia Limited. Previous business experience
includes a role as Quantitative Asset Consultant for IPAC Securities Limited, an
Australian investment consulting and securities firm, and as Company
Statistician for Johnson and Johnson Pacific, a subsidiary of Johnson and
Johnson US. Patrick holds a first class honours in Mathematics majoring in
Statistics from the University of Newcastle, Australia.

PLEASE NOTE:

The series is not sponsored, endorsed, sold or promoted by The Nasdaq Stock
Market, Inc. (including its affiliates) (Nasdaq, with its affiliates, are
referred to as the "Corporations"). The Corporations have not passed on the
legality or suitability of, or the accuracy or adequacy of descriptions and
disclosures relating to, the series. The Corporations make no representation or
warranty, express or implied to the owners of the series or any member of the
public regarding the advisability of investing in securities generally or in the
series particularly, or the ability of the Nasdaq-100 Index(R) to track general
stock market performance. The Corporations' only relationship to The Phoenix
Edge Series Fund (Licensee) is in the licensing of the Nasdaq-100(R), Nasdaq-100
Index(R) and Nasdaq(R) trademarks or service marks, and certain trade names of
the Corporations and the use of the Nasdaq-100 Index(R) which is determined,
composed and calculated by Nasdaq without regard to Licensee or the series.
Nasdaq has no obligation to take the needs of the Licensee or the owners of the
series into consideration in determining, composing or calculating the
Nasdaq-100 Index(R). The Corporations are not responsible for and have not
participated in the determination of the timing of, prices of, or quantities of
the series to be issued or in the determination or calculation

Phoenix Edge Series Fund 65

<PAGE>

of the equation by which the series is to be converted into cash. The
Corporations have no liability in connection with the administration, marketing
or trading of the series.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION
OF THE NASDAQ-100 INDEX(R) OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
OWNERS OF THE SERIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
NASDAQ-100 INDEX(R) OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
NASDAQ-100 INDEX(R) OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES,
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Duff & Phelps Real Estate Securities Series has an investment
objective of capital appreciation and income with approximately equal emphasis
on each. There is no guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
The series will invest in marketable securities of publicly traded real
estate investment trusts ("REITs") and companies that are principally engaged in
the real estate industry. Under normal circumstances, the series intends to
invest at least 75% of the series' total assets in these securities.

REITs are pooled investment vehicles which invest primarily in income
producing real estate or real estate related loans. Generally, REITs can be
classified as equity REITs, mortgage REITs or hybrid REITs.

[diamond] Equity REITs invest the majority of their assets directly in real
property and derive income primarily from the collection of rents.
Equity REITs also can realize capital gains by selling properties that
have appreciated in value.

[diamond] Mortgage REITs invest the majority of their assets in real estate
mortgages and derive income from the collection of interest payments.

[diamond] Hybrid REITs combine the characteristics of both equity REITs and
mortgage REITs.

The series intends to emphasize investment in equity REITs.

In determining whether an issuer is "principally engaged" in the real estate
industry, the advisor seeks companies which derive at least 50% of their gross
revenues or net profits from the ownership, development, construction,
financing, management or sale of commercial, industrial or residential real
estate. The equity securities of real estate companies considered for purchase
by the series will consist of shares of beneficial interest, marketable common
stock, rights or warrants to purchase common stock, and securities with common
stock characteristics such as preferred stock and debt securities convertible
into common stocks.

The series also may invest up to 25% of its total assets in

[diamond] marketable debt securities of companies principally engaged in the
real estate industry;

[diamond] mortgage-backed securities such as mortgage pass-through certificates,
real estate mortgage investment conduit ("REMIC") certificates and
collateralized mortgage obligations ("CMOS");

[diamond] short-term investments.

The series invests in debt securities only if, at the date of investment,
they are rated within the 4 highest grades as determined by Moody's or by S&P
or, if not rated are judged by the advisor to be of equivalent quality.
Securities rated at the lowest of the 4 grades are medium grade investment
obligations that may have speculative characteristics. Changes in economic
conditions or other circumstances are more likely to lead to a weakened ability
to make principal and interest payments in the case of such obligations than is
the case of higher grade securities. The series is not required to dispose of
debt securities whose credit quality falls below investment grade. Unrated debt
securities may be less liquid then comparable rated debt securities and may
involve somewhat greater risk then rated debt securities.

For temporary defensive purposes (as when market conditions in real estate
securities are so extraordinarily adverse that the advisor believes there are
extraordinary risks associated with investment in those securities), the series
may invest up to 100% of its total assets in short-term investments such as:

[diamond] money market instruments consisting of securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities;

66 Phoenix Edge Series Fund

<PAGE>

[diamond] repurchase agreements; certificates of deposit and bankers'
acceptances issued by banks or savings and loan associations having
net assets of at least $500 million;

[diamond] high-grade commercial paper rated at time of purchase in the top 2
categories by a national rating agency or determined to be of
comparable quality by the advisor; and

[diamond] other long- and short-term instruments which are rated A or higher by
S&P or Moody's at the time of purchase.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is capital appreciation and income. The value of your
shares is based on the market value of the series' investments. However, the
value of the series' investments that support your share value can decrease as
well as increase. If between the time you purchase shares and the time you sell
shares the value of the series' investments decreases, you will lose money. The
value of the series' investments can decrease for a number of reasons. For
example, changing economic conditions may cause a decline in the value of many
or most investments. Particular industries can face poor market conditions for
their products or services so that companies engaged in those businesses do not
perform as well as companies in other industries. Interest rate changes may
improve prospects for certain types of businesses and they may worsen prospects
for others. Share values also can decline if the specific companies selected for
fund investment fail to perform as the advisor expects, regardless of general
economic trends, industry trends, interest rates and other economic factors.

In the case of fixed income securities, the value of the security will be
directly affected by trends in interest rates and the overall condition of
credit markets. For example, in times of rising interest rates, the value of
these types of securities tends to decrease. When interest rates fall, the value
of these securities tends to rise. Income distribution also will affect the
series' return. If the advisor misjudges the ability of the issuer of a
portfolio security to make scheduled interest or other income payments to the
series, the series' income available for distribution to shareholders may
decrease.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that your should note.

The series is "non-diversified" under the federal securities laws. As a
non-diversified portfolio, there is no restriction on the percentage of assets
that may be invested at any time in the securities of any one issuer. To the
extent that the series is in fact not well diversified, it may be more
vulnerable to adverse economic, political or regulatory developments affecting a
single issuer than would be the case if it were more broadly diversified.

Although the series does not invest directly in real estate, it does invest
primarily in real estate securities and, as a result, the value of shares of the
series will fluctuate in response to changes in economic conditions within the
real estate industry. Risks associated with the direct ownership of real estate
and with the real estate industry in general include:

[diamond] possible declines in the value of real estate;

[diamond] risks related to general and local economic conditions;

[diamond] possible lack of availability of mortgage funds;

[diamond] overbuilding;

[diamond] extended vacancies of properties;

[diamond] increases in competition, property taxes and operating expenses;

[diamond] changes in zoning laws;

[diamond] costs of clean-up of and liability for environmental problems;

[diamond] casualty or condemnation losses;

[diamond] uninsured damages from flood, earthquakes or other natural disasters;

[diamond] limitations on and variations in rents;

[diamond] dependency on property management skill;

[diamond] the appeal of properties to tenants; and

[diamond] changes in interest rates.

Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are:

[diamond] dependent upon management skills,

[diamond] are not diversified, and

[diamond] are subject to the risks of financing projects.

The series may invest in new or unseasoned REIT issuers and it may be
difficult or impossible for the advisor to ascertain the value of the REIT's
underlying assets, management capabilities and growth prospects. REITs whose
underlying assets include long-term health care projects, such as nursing,
retirement and assisted living homes may be affected by federal regulations
concerning the health care industry.

REITs (especially mortgage REITs) are subject to interest rate risks. When
interest rated decline, the value of a REIT's investment in fixed rate
obligations usually rises.

Phoenix Edge Series Fund 67

<PAGE>

Conversely, when interest rates rise, the value of a REIT's investment in fixed
rate obligations can be expected to decline. On the other hand, since interest
rates on adjustable rate mortgage loans are reset periodically, yields on a
REIT's investment in such loans will gradually align themselves to current
market interest rates. The value of such investments fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate
obligations.

In addition, investing in REITs involves risks similar to those associated
with investing in small capitalization companies. REITs may have limited
financial resources, may trade less frequently and in a limited volume and may
be more subject to abrupt or erratic price movements than larger capitalization
stocks included in the S&P 500 Index.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
It is difficult to predict cash flows from mortgage-backed securities.
Payments of principal and interest on the underlying mortgages may be allocated
among classes in a variety of ways, and the inability to determine specific
amounts and timing of prepayments of the underlying loans make it difficult to
accurately predict cash flow. The variability of prepayments will tend to limit
price gains when interest rates drop and exaggerate price declines when interest
rates rise.

In the event of high prepayments, the series may be required to invest these
proceeds at a lower interest rate, causing the series to earn less than if the
prepayments had not occurred. Generally, prepayments will increase during a
period of falling interest rates.

GOVERNMENT SECURITIES
Obligations issued or guaranteed by federal, state, and municipal
governments, agencies, authorities and instrumentalities only guarantee
principal and interest will be timely paid to holders of the securities. The
entities do not guarantee that the value of series shares will increase.

MANAGEMENT OF THE SERIES

THE ADVISOR
Duff & Phelps Investment Management Co. ("DPIM") is the investment advisor
of the series. DPIM is a subsidiary of Phoenix Investment Partners, Inc. ("PXP")
and is located at 55 East Monroe Street, Suite 3600, Chicago, Illinois 60603.
PXP is a NYSE traded company that provides investment management and related
services to institutional investors, corporations and individuals through
operating subsidiaries. DPIM also serves as investment advisor to the Core
Equity Fund of Phoenix Equity Series Fund, the Managed Bond and Growth Stock
Portfolios of Phoenix Duff & Phelps Institutional Mutual Funds, the Real Estate
Securities Portfolio of Phoenix Multi-Portfolio Fund and 3 closed-end funds:
Duff & Phelps Utilities Income Inc., Duff & Phelps Utilities Tax-Free Income
Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc. As of December 31,
1999, DPIM had approximately $15.6 billion in assets under management.

Subject to the direction of the Fund's Board of Trustees, DPIM is
responsible for managing the series' investment program and the day-to-day
management of the series' portfolio. DPIM manages the series' assets to conform
with the investment policies as described in this prospectus. The series pays
DPIM a monthly investment management fee that is accrued daily against the value
of the series' net assets at following rates.

-----------------------------------------------------------------
$1+ billion
1st billion through $2 billion $2+ billion

-----------------------------------------------------------------
Management Fee 0.75% 0.70% 0.65%
-----------------------------------------------------------------

During the Fund's last fiscal year, the series paid total management fees of
$224,670. The ratio of management fees to average net assets for the fiscal year
ended December 31, 1999 was 0.75%.

PORTFOLIO MANAGEMENT
Michael Schatt is responsible for managing the assets of the Phoenix-Duff &
Phelps Real Estate Securities Series. Mr. Schatt is employed as managing
director of PXP and is a vice president of the series, Phoenix Duff & Phelps
Institutional Mutual Funds, Phoenix Multi-Portfolio Fund, Phoenix Duff & Phelps
Utilities Income Inc. and DPIM. His current responsibilities include serving as
coportfolio manager of the Real Estate Securities Portfolio of Phoenix
Multi-Portfolio Fund, the Real Estate Equity Securities Portfolio of Phoenix
Duff & Phelps Institutional Mutual Funds, and managing the real estate
investment securities of Duff & Phelps Utilities Income Inc. Previously he
served as director of the Real Estate Advisory Practice for Coopers & Lybrand,
LLP (now PricewaterhouseCoopers LLP), and has over 16 years experience in the
real estate industry.

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Engemann Capital Growth Series has an investment objective of
intermediate and long-term capital appreciation, with income as a secondary
consideration. There is no guarantee that the series will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES

The series invests primarily in a portfolio of common stocks. Under normal
circumstances the series intends to invest at least 65% of its total assets in
common stocks.

To select securities for series investment, the advisor first determines
which industries, such as health care, technology, and energy, it believes have
the greatest growth potential given the advisor's future economic outlook. The
advisor will then identify the amount and proportion of assets to be

68 Phoenix Edge Series Fund

<PAGE>

invested in each such industry. The advisor will then use quantitative and
fundamental analysis to determine which securities to buy and sell within each
industry given its asset allocation. Approximately 950 large cap stocks go
through a quantitative screening process where they are ranked on a number of
factors, including earnings acceleration, earning revisions, relative strength
and valuation. From these, the top 10% are analyzed for potential series
investment. The advisor's analysis includes such activities as developing
earnings models, visiting companies, analyzing industry information and seeking
information from other research firms. Companies that the advisor believes are
capable of producing long-term and above-average sustainable earnings growth
relative to their cost are then selected for series investment.

Understanding the importance of a strong sell discipline, the advisor's
investment process also incorporates 3 separate sell indicators. Specifically,
if any holding:

[diamond] drops 15% or more in value relative to the S&P 500 Index;

[diamond] falls into the bottom 20% of their quantitative ranking; or

[diamond] reaches the advisor's target sell price,

it is reviewed by the advisor for potential sale.

The advisor selects common stocks of companies that it believes have the
potential to appreciate over both the intermediate and long terms. However,
since common stocks do not always afford the greatest promise for capital
appreciation, the series may invest any amount of its assets in any class or
type of security believed by the advisor to offer the potential for capital
appreciation over both the intermediate and long terms, including preferred
stocks and investment grade bonds. When interest rates fall, generally the value
of bonds rises. Distribution of income, such as dividends and interest, is
incidental in the selection of investments for the series. The advisor will
monitor portfolio securities to determine whether they are contributing to the
investment objective. Diversification among market sectors will also be a factor
in selecting securities for the series. However, the advisor will put greater
emphasis on selecting securities which have good potential for appreciation
rather than upon wide diversification.

The series also may invest up to 20% of its assets in convertible
securities. A convertible security is a bond, debenture, note, preferred stock
or other security that may be converted into or exchanged for a prescribed
amount of common stock of the issuer at predetermined time(s), price(s) or price
formula. Convertible securities have several unique investment characteristics,
such as:

[diamond] higher yields than common stocks but lower yields than comparable
nonconvertible securities;

[diamond] typically less fluctuation in value than the "underlying" common
stock, that is, the common stock that the investor receives if he
converts;

[diamond] the potential for capital appreciation if the market price of the
underlying common stock increases.

The series may invest up to 25% of its net assets in securities of foreign
(non-U.S.) issuers. The series may invest in a broad range of foreign
securities, including equity, debt and convertible securities and foreign
government securities. Issuers may be in established market countries and
emerging market countries.

Temporary Defensive Strategy. If the advisor believes that market conditions
are not favorable to the series' principal strategies, the series may invest in
fixed income securities with or without warrants or conversion features and it
may hold on to its cash or invest without limit in cash equivalents. When this
happens, the series may not achieve its investment objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques of the series.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is intermediate to long-term capital appreciation. The
advisor intends to invest the series' assets so that your shares increase in
value. However, the value of the series' investments that support your share
value can decrease as well as increase. If between the time you purchase shares
and the time you redeem shares the value of the series' investments decreases,
you will lose money. The value of the series' investments can decrease for a
number of reasons. For example, changing economic conditions may cause a decline
in value of many or most investments. Particular industries can face poor market
conditions for their products or services so that companies engaged in those
businesses do not perform as well as companies in other industries. Interest
rate changes may improve prospects for certain types of businesses and they may
worsen prospects for others. To the extent that the series' investments are
affected by general economic declines, declines in industries, and interest rate
changes that negatively affect the companies in which the series invests, series
share values may decline. Share values also can decline if the specific
companies selected for investment fail to perform as the advisor expects,
regardless of general economic trends, industry trends, interest rates and other
economic factors.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

SMALL MARKET CAPITALIZATION INVESTING
The series may invest in some smaller companies. Companies with small
capitalization are often companies in

Phoenix Edge Series Fund 69

<PAGE>

industries that have recently emerged due to cultural, economic, regulatory or
technological developments. Such developments can have a significant positive or
negative effect on small capitalization companies and their stock performance.
Given the limited operating history and rapidly changing fundamental prospects,
investment returns from smaller capitalization companies can be highly volatile.
Smaller companies may find their ability to raise capital impaired by their size
or lack of operating history. Product lines are often less diversified and
subject to competitive threats. Smaller capitalization stocks are subject to
varying patterns of trading volume and may, at times, be difficult to sell.

FOREIGN INVESTING
The series may invest in non-U.S. companies. Investing in the securities of
non-U.S. companies involves special risks and considerations not typically
associated with investing in U.S. companies. These include:

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the series' portfolio.

Many of the foreign securities held by the series will not be registered
with, nor will the issuers of those securities be subject to the reporting
requirements of, the SEC. Accordingly, there may be less publicly available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payment positions.

EMERGING MARKET INVESTING

The series may invest in companies located in emerging market countries and
regions. Investments in less-developed countries whose markets are still
emerging generally present risks in greater degree than those presented by
investment in foreign issuers based in countries with developed securities
markets and more advanced regulatory systems. Prior governmental approval of
foreign investments may be required under certain circumstances in some
developing countries, and the extent of foreign investment in domestic companies
may be subject to limitation in other developing countries. The charters of
individual companies in developing countries may impose limitations on foreign
ownership to prevent, among other concerns, violation of foreign investment
limitations.

The economies of developing countries generally are heavily dependent upon
international trade. And accordingly, have been and may continue to be adversely
affected by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been (and may
continue to be) adversely affected by economic conditions in the countries with
which they trade.

MANAGEMENT OF THE SERIES

THE ADVISOR

Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to the
series and is located at 56 Prospect Street, Hartford, CT 06115. PIC also acts
as the investment advisor for 14 other mutual funds, as subadvisor to 3 mutual
funds and as advisor to institutional clients. As of December 31, 1999, PIC had
$25.7 billion in assets under management. PIC has acted as an investment advisor
for over 60 years.

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
series' portfolio. PIC manages the fund's assets to conform with the investment
policies as described in this prospectus. The series pays PIC a monthly
investment management fee that is accrued daily against the value of the series'
net assets at the following rates.

---------------------------------------------------------------
First Next Over
$250,000,000 $250,000,000 $500,000,000
---------------------------------------------------------------
Management 0.70% 0.65% 0.60%
Fee
---------------------------------------------------------------

During the series' last fiscal year, the series paid total management fees
of $12,019,040. The ratio of management fees to average net assets for the
fiscal year ended December 31, 1999 was 0.62%.

70 Phoenix Edge Series Fund

<PAGE>

PORTFOLIO MANAGEMENT
Roger Engemann, James E. Mair and John S. Tilson oversee the research and
portfolio management function at Engemann. The portfolio managers named below
are responsible for the day-to-day management of the series' portfolios. Mr.
Engemann has been president of Engemann since its inception. Messrs. Mair and
Tilson are both Executive Vice Presidents of Portfolio Management of Engemann,
and both have been with Engemann since 1983. Each is a Managing Director,
Equities of Phoenix. Messrs. Engemann and Mair earned the right to use the
Chartered Financial Analyst designation in 1972, and Mr. Tilson in 1974.

Ned Brines and Jim Chen serve as co-portfolio managers of the series and as
such are responsible for the day-to-day management of the series' portfolio.
Messrs. Brines and Chen are both Vice Presidents of Engemann and have been with
Engemann since 1994. Messrs. Brines and Chen earned the right to use Chartered
Financial Analyst designations in 1997 and 1994, respectively.

PHOENIX-ENGEMANN NIFTY FIFTY SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
Phoenix-Engemann Nifty Fifty Series has an investment objective to seek
long-term capital gain. There is no guarantee that the series will achieve its
investment objective.

PRINCIPAL INVESTMENT STRATEGIES
The series will invest in approximately 50 different securities which the
advisor believes represent the best potential to achieve long-term growth of
capital. Dividend and interest income to be received from portfolio securities
is largely incidental.

Under normal market conditions, the series will invest at least 75% of its
total assets in common stocks of high quality growth companies; most companies
will have at least $50 million in annual net income.

Companies whose common stock is purchased by the series will be listed on
the NYSE or would satisfy the applicable listing requirements of the NYSE with
respect to demonstrated earning power, years in operation, number of
publicly-held shares and net tangible assets.

Under normal conditions, up to 25% of the series' total assets will be
invested in common stocks of corporations with rapidly growing earnings per
share or in common stocks of corporations that are believed to be undervalued in
the advisor's opinion. While some of these companies may be well-known and
established many will be unseasoned.

The series may invest in preferred stock, warrants and convertible debt
obligations if the advisor believes these investments will help meet the series'
objectives.

Please refer to the Statement of Additional Information for more detailed
information about these and other investments.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' primary focus is long-term capital appreciation. The advisor
intends to invest series assets so that your shares increase in value. However,
the value of the series' investments that support your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the series' investments decreases, you will lose money.
The value of the series' investments can decrease for a number of reasons. For
example, changing economic conditions may cause a decline in the value of many
or even most equity and fixed income investments. Particular industries can face
poor markets for their products or services so that companies engaged in those
businesses do not do as well as companies in other industries. Interest rate
changes may improve prospects for certain types of businesses and they may
worsen prospects for others. To the extent that the series' investments are
affected by general economic declines, declines in industries, and interest rate
changes that negatively affect the companies in which the series invests,
series' share values may decline. Share values also can decline if the specific
companies selected for series investment fail to perform as the advisor expects,
regardless of general economic trends, industry trends, interest rates and other
economic factors.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

SMALL MARKET CAPITALIZATION INVESTING
The series may invest in some smaller companies. Companies with small
capitalization are often companies with a limited operating history or companies
in industries that have recently emerged due to cultural, economic, regulatory
or technological developments. Such developments can have significant positive
or negative effect on small capitalization companies and their stock
performance. Given the limited operating history and rapidly changing
fundamental prospects, investment returns from smaller capitalization companies
can be highly volatile. Smaller companies may find their ability to raise
capital impaired by their size or lack of operating history. Product lines are
often less diversified and subject to competitive threats. Smaller
capitalization stocks are subject to varying patterns of trading volume and may,
at times, be difficult to sell.

REDUCED DIVERSIFICATION
This series will invest in a much smaller number of companies than the
average equity growth fund. Consequently, this series may be more sensitive to
changes in the market value of a single issuer or of an industry held

Phoenix Edge Series Fund 71

<PAGE>

in its portfolio. The net asset value of the series may fluctuate substantially.
This series may not be appropriate for short-term investors.

MANAGEMENT OF THE SERIES

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
domestic portion of the series' portfolio. Engemann, as subadvisor, is
responsible for the day-to-day management of the holdings of the series. Both
PIC and Engemann manage the series' assets to conform with the investment
policies as described in this prospectus. The series pays PIC a monthly
investment management fee that is accrued daily against the value of that
series' net assets at the following rates.

--------------------------------------------------------------
First Next Over
$250,000,000 $250,000,000 $500,000,000
--------------------------------------------------------------
Management 0.90% 0.85% 0.80%
Fee
--------------------------------------------------------------

During the series' last fiscal year, the series paid total management fees
of $322,073. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.90%. The total advisory fee of 0.90% of the
aggregate net assets of the series is greater than that for most funds; however,
the Trustees have determined that it is comparable to fees charged by other
mutual funds whose investment objectives are similar to those of the series.

Scott Swanson and Yossi Lipsker serve as co-portfolio managers of the series
and as such are responsible for the day-to-day management of the series'
portfolio. Messrs. Swanson and Lipsker are both Vice Presidents of Engemann and
both have been with Engemann since 1990 and 1995, respectively. Mr. Swanson
earned the right to use Chartered Financial Analyst designations in 1991.

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Engemann Small and Mid-Cap Growth Series has an investment
objective of long-term growth of capital. There is no guarantee that the series
will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

FIXED-INCOME INVESTMENTS
The series' investments may include preferred stocks, warrants and
convertible debt obligations. The series may invest in other debt obligations
that, in the advisor's opinion, offer the possibility of capital appreciation
over the course of approximately two or more years. Such other debt obligations
will generally include direct and indirect obligations of the U.S. Government
and its agencies, states, municipalities and their agencies, or corporate
issuers that are rated within the four highest rating categories.

Typically, debt obligations will decrease in value when interest rates rise.
Credit risk for debt obligations generally increases as the rating declines.
Credit risk is determined at the date of investment. If the rating declines
after such date, the series is not obligated to sell the security. Securities
with lower credit ratings have a greater chance of principal and interest
payment default. Debt obligations with longer maturities may be subject to price
fluctuations due to interest rates, tax laws and other general market factors.

Some fixed-income securities may be unrated. Unrated securities may not have
as broad a market as rated securities and analysis of unrated securities is more
complex, making it more difficult for the adviser to accurately predict risk.

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

Obligations issued or guaranteed by the U.S. Government, agencies,
authorities and instrumentalities only guarantee principal and interest will be
timely paid to holders of the securities. The entities do not guarantee that the
value of series shares will increase. In addition, not all U.S. Government
securities are backed by the full faith and credit of the United States.

72 Phoenix Edge Series Fund

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Municipal securities may not be guaranteed by the issuing body and may be
thinly traded.

EQUITY INVESTMENTS
The series may invest the remaining portion of its portfolio in common
stocks with rapidly growing earnings per share or in common stocks of
corporations that are believed to be undervalued by other criteria used by the
adviser. These may be small and unseasoned companies. Investment return on
growth stocks is more dependent on market increases and decreases and growth
stocks are more volatile than non-growth stocks. Investment returns of
unseasoned and small capitalizations companies can be highly volatile and these
securities may, at times, be difficult to sell.

The series may invest up to 35% of its total assets in securities with
larger capitalizations.

FOREIGN INVESTMENTS
The series may invest up to 50% of its assets in foreign securities. Foreign
markets and currencies may not perform as well as U.S. markets. Political and
economic uncertainty as well as less public information about foreign
investments may negatively impact the series' portfolio. Dividend and other
income payable on foreign securities may be subject to foreign taxes. Some
investments may be made in currencies other than U.S. dollars that will
fluctuate in value as a result of changes in the currency exchange rate.

INITIAL PUBLIC OFFERINGS (IPOS)
The series may invest in IPOs, which typically have less available public
information. Investment returns from IPOs may be highly volatile, may be subject
to varying patterns of trading volume and these securities may, at times, be
difficult to sell. In addition, from time to time, the series may purchase IPOs
and then immediately sell them. This practice will increase portfolio turnover
rates and may increase costs to the series, affecting series performance.

DERIVATIVES
The series may buy and sell put and call options for hedging purposes and
may also seek to increase its return by writing covered put and call options.
The series may also buy and sell options on domestic and foreign securities
indexes, put and call warrants issued by banks and other financial institutions,
and may enter into foreign currency exchange contracts.

Derivatives may be less liquid than other securities and the counterparty to
such transaction may not perform as expected. In addition, hedging transactions
may limit returns and premiums paid could be lost.

SECURITIES LENDING
The series may loan portfolio securities with a value up to 25% of its total
assets. If the borrower is unwilling or unable to return the borrowed securities
when due, the series can suffer losses.

MUTUAL FUND INVESTING
The series may invest in other investment companies. Assets invested in
other mutual funds incur a layering of expenses including operating costs,
advisory fees and administrative fees that you, as a shareholder in the series,
indirectly bear.

ILLIQUID SECURITIES

The series may invest up to 15% of its net assets in illiquid securities.
Illiquid and restricted securities may be difficult to sell or may be sold only
pursuant to certain legal restrictions. Difficulty in selling securities may
result in a loss to the series or entail expenses not normally associated with
the sale of a security.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to the
series and is located at 56 Prospect Street, Hartford, CT 06115. PIC also acts
as the investment advisor for 14 other mutual funds, as subadvisor to 3 mutual
funds and as advisor to institutional clients. As of December 31, 1999, PIC had
$25.7 billion in assets under management. PIC has acted as an investment advisor
for over 60 years.

Roger Engemann & Associates, Inc. ("Engemann") serves as subadvisor to the
series and is located at 600 North Rosemead Boulevard, Pasadena, California
91107. Engemann also acts as subadviser to two other mutual funds and acts as
investment adviser to institutions and individuals. As of December, 31, 1999,
Engemann had $10.9 billion in assets under management. Engemann has been an
investment adviser since 1969.

Subject to the direction of the series' Board of Trustees, PIC is
responsible for managing the series' investment program and Engemann is
responsible for the day-to-day management of the series' portfolios. Engemann
manages the series' assets to conform with the investment policies as described
in this prospectus. The series pays PIC a monthly investment management fee that
is accrued daily against the value of the series' net assets at the rate of
0.90%.

ILLUSTRATIVE PERFORMANCE OF PORTFOLIO MANAGER

The performance information presented below is the performance of the only
other mutual fund or investment account managed by Engemann, with investment
objectives, policies and strategies substantially similar to those of the
series. This performance should not be considered an indication of future
performance of the series or its investment subadvisor.

Phoenix Edge Series Fund 73

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---------------------------------------------------------------
Average Annual Total Returns
(for the periods ending One Three Since
12/31/99) year years Inception(1)
---------------------------------------------------------------
Engemann Growth Portfolio of 75.82% 36.45% 40.30%
Equities (Small & Mid-Cap)(2, 3)
---------------------------------------------------------------
Russell 2000 Index(4, 5) 21.25% 13.08% 15.40%
---------------------------------------------------------------
Russell 2000 Growth Index(5, 6) 43.09% 17.83% 17.83%
---------------------------------------------------------------
1 October 10, 1994.
2 The performance of the Engemann Growth Portfolio of Equities (Small and
Mid-Cap) is presented net of all fees and sales load and reflects reinvestment
of dividends and capital gains.
3 Performance figures are based upon historical information and do not guarantee
future results. The expense ratio for the portfolio as of December 31, 1999
was 1.65% The expense ratio of the series may be greater than that of the
portfolio and expenses are charged at the contract level, resulting in lower
performance.
4 The Russell 2000 Index is an unmanaged, commonly used measure of total return
performance of small-capitalization stocks. The Index does not reflect any
expenses or charges.
5 Both indices have been taken from published sources and have not been audited.
Composition of the portfolio may differ significantly from securities in the
corresponding benchmark indices.
6 The Russell 2000 Growth Index is an unmanaged, commonly used measure of total
return performance of small capitalization, growth-oriented stocks. The Index
does not reflect any expenses or charges.

PORTFOLIO MANAGEMENT
Roger Engemann, Jim Mair and John Tilson oversee the research and portfolio
management function at Engemann. Mr. Engemann has been president of Engemann
since its inception. Messrs. Mair and Tilson are both Executive Vice Presidents
of Portfolio Management of Engemann, and both have been with Engemann since
1983. Messrs. Engemann and Mair earned the right to use the Chartered Financial
Analyst designation in 1972, and Mr. Tilson earned the right to use the
Chartered Financial Analyst designation in 1974.

Lou Abel and Yossi Lipsker serve as co-portfolio managers of the
Phoenix-Engemann Small & Mid-Cap Growth Series and as such are responsible for
the day-to-day management of the series' portfolio. Messrs. Abel and Lipsker are
both Vice Presidents of Engemann and have been with Engemann since 1991 and
1995, respectively. Messrs. Abel and Lipsker also serve as co-portfolio managers
of the Phoenix-Engemann Small Cap Fund of the Phoenix Strategic Equity Series
Fund. Mr. Abel earned the right to use the Chartered Financial Analyst
designation in 1993.

PHOENIX-FEDERATED U.S. GOVERNMENT
BOND SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The series' investment objective is to pursue total return by investing
primarily in debt obligations of the U.S. government, its agencies and
instrumentalities. There is no guarantee that the series will achieve its
investment objective.

PRINCIPAL INVESTMENT STRATEGIES
The series invests primarily in debt obligations (i.e., bills, notes, and
bonds) of the U.S. government, its agencies and instrumentalities, with at least
65% of the value of its total assets being invested under normal circumstances
in U.S. government bonds. As a matter of operating policy, the series invests
100% of its assets in a portfolio of direct obligations of the U.S. government,
its agencies and instrumentalities. The series' advisor actively manages its
portfolio, seeking to limit the interest rate risk taken by the series while
selecting investments that should offer enhanced returns based upon the
advisor's interest rate outlook. A description of the various types of
securities in which the series invests, and their risks, immediately follows
this strategy section.

The advisor manages the series' interest rate risk by limiting the
dollar-weighted average duration of its portfolio securities. "Duration"
measures the sensitivity of a security's price to changes in interest rates. The
greater a portfolio's average duration, the greater the change in the
portfolio's value in response to a change in market interest rates. As a matter
of investment policy, under normal market conditions, the advisor limits the
average duration of the portfolio to within 20% of the duration of the Merrill
Lynch 10+ Year Treasury Index (the "Index"). This Index includes all U.S.
Treasury notes and bonds with maturities of greater than 10 years.

The advisor uses 3 principal methods to enhance the portfolio's returns as
compared to the Index. First, the advisor tries to extend the portfolio's
average duration when it expects interest rates to fall and shorten the duration
when it expects interest rates to rise. This method seeks to enhance the returns
from favorable interest rate changes and reduce the effect of unfavorable
changes.

Second, in constructing a portfolio with a targeted average duration, the
advisor tries to combine individual portfolio securities with different
durations to take advantage of relative changes in interest rates. Relative
changes in interest rates may occur whenever longer-term interest rates move
more, less or in a different direction than shorter-term interest rates.

Third, the advisor tries to obtain securities issued by agencies and
instrumentalities of the U.S. that it expects to provide better returns than
U.S. Treasury securities of comparable duration. Through ongoing relative value
analysis, the advisor generally compares current yield differences of securities
to their historical and expected yield differences.

The advisor's interest rate outlook is the most important factor in
selecting the methods used to manage the series' portfolio. The advisor
formulates its interest rate outlook by analyzing a variety of factors such as:

74 Phoenix Edge Series Fund

<PAGE>

o current and expected U.S. economic growth;

o current and expected interest rates and inflation;

o the Federal Reserve Board's monetary policy; and

o changes in the supply of or demand for U.S. government securities.

In selecting individual securities, the advisor analyzes how the security
should perform in response to expected interest rate changes as compared to
other securities of comparable risk.

The series also invests in repurchase agreements for U.S. government
securities. Repurchase agreements are collateralized by the same types of
securities in which the series invests. The series uses repurchase agreements to
invest cash balances and shorten duration.

TEMPORARY DEFENSIVE INVESTMENTS
The series may temporarily depart from its principal investment strategies
by investing its assets in cash and shorter-term, higher-quality debt securities
and similar obligations. It may do this to minimize potential losses and
maintain liquidity to meet contractholder redemptions during adverse market
conditions. This may cause the series to give up greater investment returns to
maintain the safety of principal, that is, the original amount invested by
contractholders.

WHAT ARE THE PRINCIPAL SECURITIES IN WHICH THE SERIES INVESTS?
The series invests in the following types of U.S. government securities:

U.S. TREASURY SECURITIES
Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

U.S. GOVERNMENT AGENCY SECURITIES
Agency securities are issued or guaranteed by a federal agency or other
government-sponsored entity acting under federal authority.

INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES
The advisor will determine whether a security is investment grade based upon
the credit ratings given by one or more nationally recognized rating services.
For example, Standard & Poor's, a rating service, assigns ratings to investment
grade securities (AAA, AA, A, and BBB) based on their assessment of the
likelihood of the issuer's inability to pay interest or principal (default) when
due on each security. Lower credit ratings correspond to higher credit risk. If
a security has not received a rating, the series must rely entirely upon the
advisor's credit assessment that the security is comparable to investment grade.

RISKS RELATED TO INVESTMENT STRATEGIES

INTEREST RATE RISKS
The series' focus is total return from investing in fixed income obligations
of the U.S. government and its agencies.

The value of fixed income securities will be directly affected by trends in
interest rates and the overall condition of credit markets. For example, in
times of rising interest rates, the value of these type of securities tends to
decrease. When interest rates fall, the value of these securities tends to rise.
Interest rate changes have a greater effect on the price of fixed income
securities with longer durations.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
series and is located at One American Row, Hartford, CT 06102-5056. PVA also
acts as the investment advisor for 7 other series. PVA is an investment advisor
established to actively monitor and manage subadvisor performance. As of
December 31, 1999, PVA had $166.8 million in assets under management.

Federated Investment Management Company ("Federated") serves as subadvisor
to the Phoenix-Federated U.S. Government Bond Series. Federated, a Delaware
business trust with principal offices at 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222, is a wholly-owned subsidiary of Federated Investors, Inc.
Federated and other subsidiaries of Federated Investors Inc. advise
approximately 175 mutual funds and separate accounts which total approximately
$103.2 billion in assets as of December 31, 1999.

PVA, subject to the supervision and direction of the Board of Trustees, is
responsible for assuring that the series is managed in accordance with the
series' investment objective and stated investment policies. Federated, as
subadvisor, is responsible for the day-to-day management of the holdings of the
series, makes investment decisions for the series, places orders to purchase and
sell securities and other financial instruments on behalf of the series and
employs professional investment managers and securities analysts who provide
research services to the series.

The series pays PVA a monthly investment management fee that is accrued
daily against the value of that series net assets at the rate of 0.60%. During
the series' last fiscal year, the series paid total management fees of $1,301.

PORTFOLIO MANAGEMENT
Susan M. Nason has been the portfolio manager of the publicly-sold Federated
U.S. Government Bond Fund since 1994. Ms. Nason joined Federated in 1987 and has
been a senior portfolio manager and senior vice president of Federated since
1997. She served as a portfolio manager and vice president of the Federated from
1993 to 1997.

Phoenix Edge Series Fund 75

<PAGE>

Ms. Nason is a chartered financial analyst and received her M.S.I.A.
concentrating in Finance from Carnegie Mellon University.

Donald T. Ellenberger has been the portfolio manager of the publicly-sold
Federated U.S. Government Bond Fund since 1997. Mr. Ellenberger joined Federated
in 1996 as a portfolio manager and a vice president of Federated. From 1986 to
1996, he served as a trader/portfolio manager for Mellon Bank, N.A. Mr.
Ellenberger received his M.B.A. in Finance from Stanford University.

PHOENIX-GOODWIN MONEY MARKET SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Goodwin Money Market Series has an investment objective of
seeking as high a level of current income as is consistent with the preservation
of capital and maintenance of liquidity. There is no guarantee that the series
will achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
The advisor will seek a high level of return relative to the market by
selecting securities for the series' portfolio in anticipation of, or in
response to, changing economic conditions and money market conditions and
trends. The advisor may not purchase securities with the highest available yield
if the advisor believes that such an investment is inconsistent with the series
objectives of preservation of capital and maintenance of liquidity.

The series will invest in a diversified portfolio of high quality money
market instruments with maturities of 397 days or less. The average maturity of
the series' portfolio securities, based on their dollar value, will not exceed
90 days.

The following money market instruments are the only investments the series
will have in its portfolio at any time:

[diamond] Obligations issued or guaranteed by the U.S. government, its agencies,
authorities and instrumentalities, including U.S. Treasury obligations
and securities issued by:

o the Government National Mortgage Association (GNMA),
o the Federal Home Loan Mortgage Corporation (FHLMC),
o the Federal National Mortgage Association (FNMA),
o Student Loan Marketing Association (SLMA),
o other federal agencies;

[diamond] Obligations issued by banks and savings and loan associations,
including dollar-denominated obligations of foreign branches of U.S.
banks and U.S. branches of foreign banks, including certificates of
deposits and bankers acceptances;

[diamond] Dollar-denominated obligations guaranteed by banks or savings and loan
associations;

[diamond] Federally insured obligations of other banks or savings and loan
associations;

[diamond] Commercial paper;

[diamond] Short-term corporate obligations; and

[diamond] Repurchase agreements:

o A repurchase agreement is a transaction where the series buys a
security from a seller and the seller agrees to buy that same security
back at an agreed upon date and price.

o The advisor will enter into repurchase agreements only with those
sellers that it deems creditworthy.

Investments in the series generally will be limited to securities in the 2
highest short-term rating categories with at least 95% of the series' total
assets invested in securities in the highest rating category. Securities in the
highest rating category carry the smallest degree of investment risk.

The series may invest more than 25% of its assets in the domestic banking
industry.

The short-term nature of money market instruments and the series' strategies
may result in a higher turnover rate as compared to other types of funds.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is to optimize current income. The advisor intends to
select investments that provide higher returns relative to overall money market
investment returns while preserving capital and maintaining liquidity. If the
advisor misjudges the return potential of the series' investments, the series'
returns may be lower than prevailing returns, and the series' income available
for distribution to shareholders may be less. Similarly, if the advisor
misjudges the ability of the issuer of a portfolio security to make scheduled
interest or other income payments to the series, the series' income available
for distribution to shareholders may decrease. Neither the series nor the
advisor can assure you that a particular level of income will be consistently
achieved.

76 Phoenix Edge Series Fund

<PAGE>

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

INVESTMENTS NOT GUARANTEED
Unlike cash held in a bank, investments in the series are not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

NET ASSET VALUE LESS THAN $1.00
If the net asset value drops below $1.00 per share, you could lose money.

CREDIT RATING DECREASE
A security's short-term investment rating may decline, increasing the
chances the issuer may not be able to make principal and interest payments on
time. This may reduce the series' stream of income and decrease the series'
yield.

REPURCHASE AGREEMENTS
If a seller of a repurchase agreement defaults and does not repurchase the
underlying securities, the series may incur a loss if the value of the
underlying securities declines. Disposition costs may be incurred in connection
with liquidating the underlying securities. If the seller enters into
bankruptcy, the series may never receive the purchase price or it may be delayed
or limited.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Investment Counsel, Inc. ("PIC" or "Advisor") is the investment
advisor to the series and is located at 56 Prospect Street, Hartford, CT 06115.
PIC also acts as the investment advisor for 14 other mutual funds, as subadvisor
to 3 mutual funds and as advisor to institutional clients. As of December 31,
1999, PIC had $25.7 billion in assets under management. PIC has acted as an
investment advisor for over 60 years.

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
series' portfolio. PIC manages the series' assets to conform with the investment
policies as described in this prospectus. The series pays Phoenix a monthly
investment management fee that is accrued daily against the value of the series'
net assets at the following rates.

-------------------------------------------------------------
FIRST NEXT OVER
$250,000,000 $250,000,000 $500,000,000
-------------------------------------------------------------
Management Fee 0.40% 0.35% 0.30%
-------------------------------------------------------------

During the series' last fiscal year, the series paid total management fees
of $830,480. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.40%.

PORTFOLIO MANAGEMENT
Julie Sapia is the portfolio manager of the series and is primarily
responsible for the day-to-day management of its investments. Ms. Sapia has
served as director, Money Market Trading of PIC since 1997. From 1991 until
1997, she served in various money market investment management positions of
increasing responsibility with PIC and Phoenix Home Life Mutual Insurance
Company. She also is vice president of The Phoenix Series Fund, Phoenix Duff &
Phelps Institutional Mutual Funds and Phoenix-Aberdeen Series Fund and serves as
portfolio manager for certain series of each of those funds.

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Goodwin Multi-Sector Fixed Income Series has an investment
objective of seeking long-term total return by investing in a diversified
portfolio mixture of high yield (high risk) and high quality fixed income
securities.

PRINCIPAL INVESTMENT STRATEGIES
The series invests primarily in a portfolio of fixed income securities.
Under normal circumstances the series intends to invest at least 65% of its
total assets in various sectors of the fixed income securities market.

The advisor will invest in any of several sectors of the fixed income
securities market: high yield (high risk) fixed income securities (sometimes
referred to as "junk bonds"), high quality fixed income securities, preferred
stock, convertible securities, U.S. and foreign debt obligations, certificates
of deposit, commercial paper, bankers' acceptances, and government obligations
issued or guaranteed by federal, state or municipal governments or their
agencies or instrumentalities. The series generally will be invested in each
market sector, but the series may invest any amount of its assets (except for
the junk bond and foreign debt limits shown below) in any one sector and may
choose not to invest in certain sectors, in order to achieve its investment
objective.

Special limits on investing are:

[diamond] no more than 35% of total assets may be invested in high yield (high
risk) securities; and

[diamond] no more that 50% of total asset may be invested in foreign debt
obligations.

Phoenix Edge Series Fund 77

<PAGE>

Convertible securities have several unique investment characteristics, such as:

[diamond] higher yields than common stocks but lower yields than comparable
nonconvertible securities;

[diamond] typically less fluctuation in value than the "underlying" common
stock, that is, the common stock that the investor receives if he
converts; and

[diamond] the potential for capital appreciation if the market price of the
underlying common stock increases.

The series may invest up to 50% of its net assets in debt obligations of
foreign (non-U.S.) issuers. Issuers may be in established and emerging market
countries.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques of the fund.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is long-term total return. The advisor intends to invest
series' assets so that your shares increase in value. However, the value of the
series' investments that support your share value can decrease as well as
increase. If between the time you purchase shares and the time you sell shares,
the value of the series' investments decreases, you will lose money. The value
of the series' investments can decrease for a number of reasons. For example,
changing economic conditions may cause a decline in value of many or most
investments. Particular industries can face poor market conditions for their
products or services so that companies engaged in those businesses do not
perform as well as companies in other industries. Interest rate changes may
improve prospects for certain types of businesses and they may worsen prospects
for others. To the extent that the series' investments are affected by general
economic declines, industry declines and interest rate changes that negatively
affect the companies in which the series invests, series share values may
decline. Share values also can decline if the specific companies selected for
investment fail to perform as the advisor expects, regardless of general
economic trends, industry trends, interest rates and other economic factors.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

SMALL MARKET CAPITALIZATION INVESTING
The series may invest in the debt obligations of some smaller companies.
Companies with small capitalization are often companies in industries that have
recently emerged due to cultural, economic, regulatory or technological
developments. Such developments can have a significant positive or negative
effect on small capitalization companies and their ability to repay debt. Given
the limited operating history and rapidly changing fundamental prospects,
profits of smaller capitalization companies can be highly volatile. Smaller
companies may find their ability to raise capital impaired by their size or lack
of operating history. Product lines are often less diversified and subject to
competitive threats.

FOREIGN INVESTING

The series may invest in debt obligations of non-U.S. companies and
governments. Investing in the securities of non-U.S. companies involves special
risks and considerations not typically associated with investing in U.S.
companies. These include:

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the series' portfolio.

Foreign debt securities often trade with less frequency and volume than
domestic securities and therefore may exhibit greater price volatility.
Additionally, interest payable on foreign securities may be subject to foreign
taxes withheld prior to receipt by the series.

Many of the foreign securities held by the series will not be registered
with, nor will the issuers of those securities be subject to the reporting
requirements of, the SEC. Accordingly, there may be less publicly available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payment positions.

78 Phoenix Edge Series Fund

<PAGE>

FOREIGN CURRENCY
Portions of the series' assets may be invested in securities denominated in
foreign currencies. Changes in foreign exchange rates will affect the value of
those securities denominated or quoted in currencies other than the U.S. dollar.
The forces of supply and demand in the foreign exchange markets determine
exchange rates and these forces are in turn affected by a range of economic,
political, financial, governmental and other factors. Exchange rate fluctuations
can affect the series' net asset value (share price) and dividends either
positively or negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S. dollar. Exchange
rates fluctuate over both the long and short terms.

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance of price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

EMERGING MARKET INVESTING
The series may invest in debt obligations of companies located in emerging
market countries and regions. Investments in less-developed countries whose
markets are still emerging generally present risks in greater degree than those
presented by investment in foreign issuers based in countries with developed
securities markets and more advanced regulatory systems. Prior governmental
approval of foreign investments may be required under certain circumstances in
some developing countries, and the extent of foreign investment in domestic
companies may be subject to limitation in other developing countries.

The economies of developing countries generally are heavily dependent upon
international trade. Accordingly, economies have been and may continue to be
adversely affected by trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures imposed or negotiated
by the countries with which they trade. These economies also have been (and may
continue to be) adversely affected by economic conditions in the countries with
which they trade.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to the
series and is located at 56 Prospect Street, Hartford, CT 06115. PIC also acts
as the investment advisor for 14 other mutual funds, as subadvisor to 3 mutual
funds and as advisor to institutional clients. As of December 31, 1999, PIC had
$25.7 billion in assets under management. PIC has acted as an investment advisor
for over 60 years.

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
series' portfolio. PIC manages the series' assets to conform with the investment
policies as described in this prospectus. The series pays PIC a monthly
investment management fee that is accrued daily against the value of the fund's
net assets at the following rates.

--------------------------------------------------------------
FIRST NEXT OVER

$250,000,000 $250,000,000 $500,000,000
--------------------------------------------------------------
Management 0.50% 0.45% 0.40%
Fee
--------------------------------------------------------------

During the series' last fiscal year, the series paid total management fees
of $902,144. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.50%.

PORTFOLIO MANAGEMENT
David L. Albrycht is portfolio manager of the series and as such, is
primarily responsible for the day-to-day management of its investments. Mr.
Albrycht currently manages the Phoenix-Goodwin Multi-Sector Fixed Income Series
(April 1998), the Multi-Sector Fixed Income Fund (March 1994) and the
Multi-Sector Short Term Bond Fund (August 1993). In addition, he manages the
fixed income portion of the Oakhurst Balanced Fund, Oakhurst Strategic
Allocation Fund and the Oakhurst Growth and Income Fund.

Mr. Albrycht is a Managing Director, Fixed Income of Phoenix Investment
Partners. Prior to his current position, Mr. Albrycht was the Director of Credit
Research and has held other various positions with Phoenix since 1981. He has 15
years of investment management experience.

Phoenix Edge Series Fund 79

<PAGE>

Mr. Albrycht holds a BS from Central Connecticut State University (cum
laude), an MBA from the University of Connecticut and he has earned the right to
use the Chartered Financial Analyst designation.

PHOENIX-HOLLISTER VALUE EQUITY SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The series has a primary investment objectives to seek long-term capital
appreciation. The series has a secondary investment objective to seek current
income. There is no guarantee that the series will achieve either objective.

PRINCIPAL INVESTMENT STRATEGIES
The series invests in a diversified portfolio of securities of primarily
domestic (U.S.) companies. Generally the series will invest in securities traded
on the New York Stock Exchange, the American Stock Exchange and in
over-the-counter markets. The series is designed to invest in common stocks that
meet the advisor's quantitative standards that indicate above average financial
soundness and intrinsic value relative to price. Under normal circumstances the
series will invest at least 65% of its total assets in common stocks.

The advisor applies a security selection process that chooses stocks that
meet certain investment criteria relating to price, dividend yield, going
concern value and debt levels. The advisor considers approximately 2,500
companies, but only a few hundred meet one or more of the advisor's criteria for
selection. For those that do, the advisor projects growth in earnings and
dividends, earnings momentum and undervaluation based on a dividend discount
model. From this analysis the advisor develops target prices and value ranges
and selects the top-rated securities for purchase. While the advisor's strategy
tends to concentrate its investment selections in larger issuers, the series may
invest in securities of issuers of any size. Generally the advisor sells a
series security when its target price is reached, when the company or its
industry suffers negative changes, or when there is a significant change in the
investment criteria that prompted the advisor to purchase the security. The
advisor may choose to continue to hold a security that it believes suitable for
the series' objectives even if it no longer meets these criteria.

[diamond] higher yields than common stocks but lower yields than comparable
nonconvertible securities;

[diamond] typically less fluctuation in value than the "underlying" common
stock, that is, the common stock that the investor receives if he
converts;

[diamond] the potential for capital appreciation if the market price of the
underlying common stock increases.

The series will invest only in the 4 highest rating categories of
convertible securities, commonly called "investment grade" securities. If the
series purchases an investment grade security that loses its investment grade
rating, the series is not required to sell the security. Ratings are established
by nationally recognized statistical rating agencies. Please see the Statement
of Additional Information for a detailed list of rating categories.

The series may increase ownership of securities by borrowing from banks at
fixed interest rates and investing the proceeds in stocks or other investments
that are consistent with these investment techniques. Purchasing additional
securities with borrowed funds can increase the net asset value of the series
more quickly. Total borrowing cannot exceed 33% of the series' net assets, which
means that after any borrowing the value of the series' assets (including the
amount borrowed) must be at least 3 times the total amount borrowed for
investment purposes. If the value of the series' assets decreases so that the
ratio becomes less than 3 to 1, the series must reduce its outstanding loan
within 3 business days to bring the ratio back to 3 to 1.

The series may lend portfolio securities to broker-dealers and other
financial institutions to increase its investment returns. The total amount of
such lending can be as much as one-third of the series' total assets. When the
series lends securities in this fashion, the borrower returns the securities at
a prearranged time and pays some form of premium or other fee for the
transaction. The series receives all dividends and other distributions made with
respect to the loaned securities. All securities loans are secured by other
marketable securities.

The series may invest up to 30% of its total assets in securities of foreign
(non-U.S.) issuers.

Temporary Defensive Strategy. If the advisor believes that market conditions
are not favorable to the series' principal strategies, the series may invest
without limit in U.S. government securities and in money market instruments.
When this happens, the series may not achieve its investment objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

80 Phoenix Edge Series Fund

<PAGE>

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' primary focus is long-term capital appreciation. Its secondary
objective is current income. The advisor intends to invest series' assets so
that your shares increase in value and so that your shares earn current income
through dividends, interest or other current distributions. However, the value
of the series' investments that support your share value can decrease as well as
increase. If between the time you purchase shares and the time you sell shares
the value of the series' investments decreases you will lose money. The value of
the series' investments can decrease for a number of reasons. For example,
changing economic conditions may cause a decline in the value of many or even
most equity and fixed income investments. Particular industries can face poor
markets for their products or services so that companies engaged in those
businesses do not do as well as companies in other industries. Interest rate
changes may improve prospects for certain types of businesses and they may
worsen prospects for others. To the extent that the series' investments are
affected by general economic declines, declines in industries, and interest rate
changes that negatively affect the companies in which the series invests,
series' share values may decline. Share values also can decline if the specific
companies selected for series' investment fail to perform as the advisor
expects, regardless of general economic trends, industry trends, interest rates
and other economic factors. When companies owned by the series encounter
negative conditions they may be unable to continue to pay dividends or interest
at expected levels.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

SMALL MARKET CAPITALIZATION INVESTING
The series may invest in some smaller companies. Companies with small
capitalization are often companies with a limited operating history or companies
in industries that have recently emerged due to cultural, economic, regulatory
or technological developments. Such developments can have a significant positive
or negative effect on small capitalization companies and their stock
performance. Given the limited operating history and rapidly changing
fundamental prospects, investment returns from smaller capitalization companies
can be highly volatile. Smaller companies may find their ability to raise
capital impaired by their size or lack of operating history. Product lines are
often less diversified and subject to competitive threats. Smaller
capitalization stocks are subject to varying patterns of trading volume and may,
at times, be difficult to sell.

LEVERAGE
If the series borrows money to make additional investments it must pay
interest on the borrowed funds. The interest paid will decrease the series' net
investment income. The advisor may borrow funds to make additional investments
expecting that those investments will increase in value sufficient to cover
borrowing costs and produce additional gain for the series. If those investments
decrease in value or do not increase in value sufficient to cover borrowing
costs the series will suffer greater losses than would take place if no
borrowing took place. In addition, because the series must maintain a 3-to-1
ratio of net assets to debt, in a declining market it may have to sell
securities under poor market conditions to maintain the required ratio.

SECURITIES LENDING
When the series lends portfolio securities it runs the risk that the
borrower will be unable or unwilling to return the securities and the agreed fee
or premium. The value of the collateral taken as security for the securities
loaned may decline in value or may be difficult to convert to cash in the event
that the series must rely on the collateral to recover the value of its
securities. In these circumstances the series will suffer losses.

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the series' portfolio.

Phoenix Edge Series Fund 81

<PAGE>

company or government entity. Moreover, individual foreign economies may differ
favorably or unfavorably from the U.S. economy in such respects as growth of
gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payment positions.

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance of price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

The advisor does not expect to invest in any securities that may be
adversely effected by the conversion to the Euro.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to the
series and is located at 56 Prospect Street, Hartford, CT 06115. PIC also acts
as the investment advisor for 11 mutual funds, as subadvisor to 3 mutual funds
and as advisor to institutional clients. As of December 31, 1999, PIC had $25.7
billion in assets under management. PIC has acted as an investment advisor for
over 60 years.

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
portfolio. PIC manages the series' assets to conform with the investment
policies as described in this prospectus. The series pays PIC a monthly
investment management fee that is accrued daily against the value of the series'
net assets at the following rates.

----------------------------------------------------------------
FIRST NEXT OVER

$250,000,000 $250,000,000 $500,000,000
----------------------------------------------------------------

Phoenix-Hollister
Value Equity 0.70% 0.65% 0.60%
Series

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

PIC has voluntarily agreed to assume total series' operating expenses
excluding interest, taxes, brokerage fees, commissions and extraordinary
expenses, until December 31, 2000, to the extent that such expenses exceed 0.15%
of the series' average annual net asset values.

During the series' last fiscal year, the series paid total management fees
of $76,847. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.70%. The advisory fee is greater than that
for most series; however, the Trustees have determined that it is comparable to
fees charged by other series whose investment objectives are similar to those of
the series.

PORTFOLIO MANAGEMENT
Christian C. Bertelsen serves as portfolio manager of the Phoenix-Hollister
Value Equity Series, and is primarily responsible for the day-to-day management
of the series' investments. Mr. Bertelsen joined Phoenix Investment Counsel,
Inc. in July 1997. Previously, from 1996 to July 1997, Mr. Bertelsen was
employed by Dreman Value Advisors where he served as chief investment officer
and portfolio manager of the Kemper-Dreman Contrarian and Small Cap Value Funds.
From 1993 to 1996, Mr. Bertelsen was a Senior Vice President of Eagle Asset
Management where he managed private and institutional assets, as well as the
Heritage Value Equity Fund.

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
Phoenix-J.P. Morgan Research Enhanced Index Series has an investment
objective to seek high total return by investing in a broadly diversified
portfolio of equity securities.

82 Phoenix Edge Series Fund

<PAGE>

PRINCIPAL INVESTMENT STRATEGIES
The series invests in a diversified portfolio of securities of large and
medium capitalized companies within the market sectors reflected in the S&P 500.

Under normal market conditions, the series will invest at least 80% of its
total assets in common stocks and other equity securities.

The series will invest in securities that the advisor believes to be
undervalued and which offer growth potential and an overall volatility of return
similar to that of the S&P 500.

The S&P 500 is a market weighted compilation of 500 common stocks selected
on a statistical basis by Standard & Poor's Corporation. The S&P 500 is
typically composed of issues in the following sectors:

[diamond] industrial

[diamond] financial

[diamond] public utilities

[diamond] transportation

The Advisor and/or Subadvisor will seek to reduce the series' volatility
relative to the S&P 500 by attempting to generally match the series' equities
holdings to various risk characteristics of the S&P 500 such as market
capitalization, weightings and diversification. The Subadvisor then uses
fundamental analysis and systematic stock valuation to exclude stocks within
economic sectors which appear to be extremely overvalued.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

RISKS RELATED TO INVESTMENT STRATEGIES
The series' primary focus is high total return. The advisor intends to
invest series' assets so that your shares increase in value. However, the value
of the series' investments that support your share value can decrease as well as
increase. If between the time you purchase shares and the time you sell shares
the value of the series' investments decreases, you will lose money. The value
of the series' investments can decrease for a number of reasons. For example,
changing economic conditions may cause a decline in the value of many or even
most equity and fixed income investments. Particular industries can face poor
markets for their products or services so that companies engaged in those
businesses do not do as well as companies in other industries. Interest rate
changes may improve prospects for certain types of businesses and they may
worsen prospects for others. To the extent that the series' investments are
affected by general economic declines, declines in industries, and interest rate
changes that negatively affect the companies in which the series invests,
series' share values may decline.

Share values also can decline if the specific companies selected for series
investment fail to perform as the advisor expects, regardless of general
economic trends, industry trends, interest rates and other economic factors.

MANAGEMENT OF THE SERIES

THE ADVISORS
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
series and is located at One American Row, Hartford, CT 06102-5056. PVA also
acts as the investment advisor for 7 other series. PVA is an investment advisor
created to actively monitor and manage subadvisor performance. As of December
31, 1999, PVA had $166.8 million in assets under management.

J.P. Morgan Investment Management Inc. ("J.P. Morgan"), a wholly-owned
subsidiary of J.P. Morgan & Co. Incorporated (JPM & Co.), serves as subadvisor
to the Phoenix-J.P. Morgan Research Enhanced Index Series. J.P. Morgan's
principal place of business is located at 522 Fifth Avenue, New York, New York
10036. J.P. Morgan presently 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. J.P. Morgan was founded in 1984. JPM & Co., through J.P. Morgan and
its other investment management subsidiaries, had approximately $349 billion in
assets under management as of December 31, 1999.

Subject to the direction of the Fund's Board of Trustees, PVA is responsible
for managing the series' investment program and J.P. Morgan, as subadvisor, is
responsible for the day-to-day management of the holdings of the series. Both
PVA and J.P. Morgan manage the series' assets to conform with the investment
policies as described in this prospectus. The series pays PVA a monthly
investment management fee that is accrued daily against the value of that
series' net assets at the rate of 0.45% annually.

During the series' last fiscal year, it paid total management fees of
$471,493. The ratio of management fees to average net assets for the fiscal year
ended December 31, 1999 was 0.45%.

PORTFOLIO MANAGEMENT
Timothy Devlin, Nanette Buziak and Bernard Kroll are co-portfolio managers
of the Phoenix-J.P. Morgan Research Enhanced Index Series and, are primarily
responsible for the day-to-day management of the series' investments.

Mr. Devlin has served as a vice president of J.P. Morgan since July 1996 and
is a member of the Structured Equity Group where he has the dual
responsibilities of client servicing and portfolio management. From 1987 to
1996, he served as first vice president of Mitchell Hutchins where he managed
quantitatively-driven equity portfolios for institutional and retail investors.

Phoenix Edge Series Fund 83

<PAGE>

Ms. Buziak is a vice president of J.P. Morgan and is a portfolio manager in
the Structured Equity Group where she has the responsibility of portfolio
rebalancing and research and development of structured equities. Prior to
joining J.P. Morgan in 1997, Ms. Buziak was an index arbitrage trader and
convertible bond portfolio manager at First Marathon America, Inc.

Mr. Kroll is a managing director and portfolio manager in the Structured
Equity Group of J.P. Morgan. Prior to joining J.P. Morgan in August 1996, Mr.
Kroll was an equity derivatives specialist at Goldman, Sachs & Co., founded his
own options broker-dealer and managed several derivatives businesses at Kidder,
Peabody & Co.

PHOENIX-JANUS EQUITY INCOME SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The investment objective of this series is to seek current income and
long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES
The series seeks current income and long-term growth of capital. It pursues
its objective by normally emphasizing investments in common stock, and growth
potential is a significant investment consideration. The series tries to provide
a lower level of volatility than the S&P 500 Index. Normally, it invests at
least 65% of its invested assets in income-producing equity securities including
common and preferred stocks, warrants and securities that are convertible to
common or preferred stocks.

The lower volatility sought by this series is expected to result primarily
from investments in dividend-paying common stocks and other equity securities
characterized by relatively greater price stability. The greater price stability
sought by the series may be characteristic of companies that generate above
average free cash flows. A company may use free cash flows for a number of
purposes including commencing or increasing dividend payments, repurchasing its
own stock or retiring outstanding debt. The portfolio manager also considers
growth potential in selecting this series' securities and may hold securities
selected solely for their growth potential.

The series may invest substantially all of its assets in common stocks if
the portfolio manager believes that common stocks will appreciate in value. The
portfolio manager generally takes a "bottom up" approach to selecting companies.
In other words, he seeks to identify individual companies with earnings growth
potential that may not be recognized by the market at large. He makes this
assessment by looking at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar selection
criteria.

The growth component of the series' investments is expected to consist
primarily of common stocks, but may also include warrants, preferred stocks or
convertible securities selected primarily for their growth potential.

Because income is a part of the investment objective of the series, the
portfolio manager may consider dividend-paying characteristics to a greater
degree in selecting common stocks for the series. The series may also invest in
domestic and foreign equity securities with varying degrees of emphasis on
income. The series may also invest to a lesser degree in other types of
securities. These securities may include:

[diamond] debt securities

[diamond] indexed/structured securities

[diamond] high-yield/high-risk bonds (less than 35% of the series' assets)

[diamond] options, futures, forwards and other types of derivatives for hedging
purposes or for non-hedging purposes such as seeking to enhance return

[diamond] securities purchased on a when-issued, delayed delivery or forward
commitment basis

ILLIQUID INVESTMENTS
The series may invest up to 15% of its net assets in illiquid investments.
An illiquid investment is a security or other position that cannot be disposed
of quickly in the normal course of business. For example, some securities are
not registered under U.S. securities laws and cannot be sold to the U.S. public
because of SEC regulations (these are known as "restricted securities"). Under
procedures adopted by the series' Trustees, certain restricted securities may be
deemed liquid and will not be counted toward this 15% limit.

FOREIGN INVESTING
The series may invest without limit in foreign equity and debt securities.
The series may invest directly in foreign securities denominated in a foreign
currency and not publicly traded in the United States. Other ways of investing
in foreign securities include depositary receipts or shares, and passive foreign
investment companies.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
Because the series may invest substantially all of its assets in common
stocks, the main risk is the risk that the value of the stocks it holds might
decrease in response to the activities of an individual company or in response
to general market and/or economic conditions. If this occurs, the series' share
price may also decrease. The series' performance may also be affected by risks
specific to certain types of investments, such as foreign securities, derivative
investments, non-investment grade debt securities or companies with relatively
small market capitalizations.

84 Phoenix Edge Series Fund

<PAGE>

The series may invest in smaller or newer companies which have some special
risks. Smaller or newer companies may suffer more significant losses as well as
realize more substantial growth than larger or more established issuers because
they may lack depth of management, be unable to generate funds necessary for
growth or potential development, or be developing or marketing new products or
services for which markets are not yet established and may never become
established. In addition, such companies may be insignificant factors in their
industries and may become subject to intense competition from larger or more
established companies. Securities of smaller or newer companies may have more
limited trading markets than the markets for securities of larger or more
established issuers, and may be subject to wide price fluctuations. Investments
in such companies tend to be more volatile and somewhat more speculative.

FOREIGN SECURITIES
The series may invest without limit in foreign securities either indirectly
(e.g., depositary receipts) or directly in foreign markets. Investments in
foreign securities, including those of foreign governments, may involve greater
risks than investing in domestic securities because the series' performance may
depend on issues other than the performance of a particular company. These
issues include:

[diamond] CURRENCY RISK. As long as the series holds a foreign security, its
value will be affected by the value of the local currency relative to
the U.S. dollar. When a series sells a foreign denominated security,
its value may be worth less in U.S. dollars even if the security
increases in value in its home country. U.S. dollar denominated
securities of foreign issuers may also be affected by currency risk.

[diamond] POLITICAL AND ECONOMIC RISK. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging
markets which may have relatively unstable governments, immature
economic structures, national policies restricting investments by
foreigners, different legal systems, and economies based on only a few
industries. In some countries, there is the risk that the government
may take over the assets or operations of a company or that the
government may impose taxes or limits on the removal of the series'
assets from that country.

[diamond] REGULATORY RISK. There may be less government supervision of foreign
markets. As a result, foreign issuers may not be subject to the
uniform accounting, auditing and financial reporting standards and
practices applicable to domestic issuers and there may be less
publicly available information about foreign issuers.

[diamond] MARKET RISK. Foreign securities markets, particularly those of
emerging market countries, may be less liquid and more volatile than
domestic markets. Certain markets may require payment for securities
before delivery and delays may be encountered in settling securities
transactions. In some foreign markets, there may not be protection
against failure by other parties to complete transactions.

[diamond] TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be higher
than those involved in domestic transactions.

ILLIQUID SECURITIES
Securities owned by the series that are not liquid may be difficult to sell
because there may be no active markets for resale and fewer potential buyers.
This can make illiquid investments more likely than other types of investments
to lose value. In extreme cases it may be impossible to resell them and they can
become almost worthless to the series.

HIGH RISK-HIGH YIELD SECURITIES
The series may invest in securities that are high risk, high yield
noninvestment-grade securities. Although these securities provide greater income
and opportunity for capital appreciation than investments in higher grade
securities, they also typically entail greater price volatility and principal
and interest risk. There is a greater risk that an issuer will not be able to
make principal and interest payments on time. Analysis of the creditworthiness
of issuers of below investment grade securities may be more complex than for
higher grade securities, making it more difficult for the advisor to accurately
predict risk.

CASH POSITION
When a portfolio manager believes that market conditions are unfavorable for
profitable investing, or when he is otherwise unable to locate attractive
investment opportunities, the series' cash or similar investments may increase.
In other words, the series does not always stay fully invested in stocks and
bonds. Cash or similar investments generally are a residual--they represent the
assets that remain after a portfolio manager has committed available assets to
desirable investment opportunities. However, a portfolio manager may also
temporarily increase the series' cash position to protect its assets or maintain
liquidity.

When the series' investments in cash or similar investments increase, it may
not participate in market advances or declines to the same extent that it would
if the series remained more fully invested in stocks or bonds.

Phoenix Edge Series Fund 85

<PAGE>

nonexistent. The series could incur unlimited losses if it cannot liquidate
certain futures contracts. The subadvisor's decisions about the nature and
timing of futures contract and options and derivative transactions may result in
losses when other investors' decisions about the same contracts, options or
derivatives result in gains.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
fund and is located at One American Row, Hartford, CT 06102-5056. PVA also acts
as the investment advisor for 7 other series. PVA is an investment advisor
established to actively monitor and manage subadvisor performance. As of
December 31, 1999, PVA had $166.8 million in assets under management.

Janus Capital Corporation ("Janus") is the investment subadvisor to the
series and is located at 100 Fillmore Street, Denver, Colorado 80206. Janus acts
as a subadvisor to approximately 40 series of mutual funds and acts as an
investment advisor to institutions and individuals. As of December 31, 1999,
Janus had $248.8 billion under management.

Subject to the direction of the Fund's Board of Trustees, PVA is responsible
for assuring that the series is managed in accordance with the series'
investment objective and stated investment policies. Janus is responsible for
the day-to-day management of the series' portfolio and managing the series'
assets to conform with the investment policies as described in this prospectus.
The series pays PVA a monthly investment management fee that is accrued daily
against the value of the series' net assets at the rate of 0.85%. During the
series' last fiscal year, the series paid total management fees of $778.

ILLUSTRATIVE PERFORMANCE OF PORTFOLIO MANAGER
The performance information presented below is a composite of the
performance of mutual funds managed by Janus, the investment subadvisor. Each of
the funds included in the composite has investment objectives, policies and
strategies substantially similar to those of the series. The composite
performance should not be considered an indication of future performance of the
series or its investment subadvisor.

---------------------------------------------------------------
ANNUALIZED RETURNS FOR PERIOD ENDED DECEMBER 31, 1999
---------------------------------------------------------------
JANUS EQUITY INCOME
COMPOSITE* S&P 500 INDEX
---------------------------------------------------------------
1 YEAR 38.59% 21.14%
---------------------------------------------------------------
3 YEARS 36.58% 27.66%
---------------------------------------------------------------
SINCE INCEPTION 36.15% 27.27%
---------------------------------------------------------------
* Inception as of July 1, 1996

The Equity Income Composite includes the Janus Equity Income Fund and Janus
Aspen Series Equity Income Portfolio for which Janus Capital Corporation serves
as investment advisor. Composite performance is presented net of all fees and
reflects reinvestment of dividends and capital gains. The expense ratio for the
Funds as of December 31, 1999 was .96% and 1.25%, respectively. The Funds enter
the composite upon the first full quarter under management. As of December 31,
1999, the Equity Income Composite included 2 accounts and assets of $967
million, which represented .40% of total assets under management. The percentage
of total assets managed is defined as composite assets as a percentage of the
total assets managed including registered investment company accounts under
management. Performance figures are based upon historical information and do not
guarantee future results. In addition, the manager responsible for the
historical performance record of these funds will assume new responsibilities at
Janus beginning January 1, 2000. Karen Reidy will assume the role of portfolio
manager for all Equity Income Products at this time. No changes will be made
with regard to the investment philosophy or process of the Funds. The S&P 500 is
an unmanaged index of common stock prices and includes reinvestment of dividends
and capital gains. They have been taken from published sources and have not been
audited. Composition of each separately-managed account portfolio may differ
significantly from securities in the corresponding benchmark indices.

PORTFOLIO MANAGEMENT
Karen L. Reidy is the portfolio manager of the series. She will be the
executive vice president and portfolio manager of Janus Balanced Fund and Janus
Equity Income Fund, replacing Blaine P. Rollins effective January 1, 2000. She
is also an assistant portfolio manager of Janus Fund. Prior to joining Janus
Capital in 1995, she worked for Price Waterhouse as a manager in both the
Mergers and Acquisitions and Audit business units. In this capacity, Ms. Reidy
performed due diligence work for corporate clients and oversaw audit
engagements. She received an undergraduate degree in Accounting from the
University of Colorado in 1989 and passed the CPA exam in 1992. She is a
Chartered Financial Analyst.

PHOENIX-JANUS FLEXIBLE INCOME SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Janus Flexible Income Series seeks to obtain maximum total
return, consistent with preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES
In addition to considering economic factors such as the effect of interest
rates on the series' investments, the portfolio manager applies a "bottom up"
approach in choosing investments. In other words, he looks mostly for
income-producing securities that meet his investment criteria one at a time. If
the portfolio manager is unable to

86 Phoenix Edge Series Fund

<PAGE>

find such investments, much of the series' assets may be in cash or similar
investments.

The series pursues its investment objective by primarily investing in a wide
variety of income-producing securities such as corporate bonds and notes,
government securities and preferred stock. As a fundamental policy, the series
will invest at least 80% of its assets in income-producing securities. The
series may own an unlimited amount of high-yield/high-risk securities, and these
may be a big part of the portfolio. This series generates total return from a
combination of current income and capital appreciation, but income is usually
the dominant portion.

The series invests primarily in fixed-income securities which may include
corporate bonds and notes, government securities, preferred stock,
high-yield/high-risk fixed-income securities and municipal obligations. The
series may also invest to a lesser degree in other types of securities. These
securities may include:

[diamond] common stocks

[diamond] mortgage- and asset-backed securities

[diamond] zero coupon, pay-in-kind and step coupon securities

[diamond] options, futures, forwards and other types of derivatives for hedging
purposes or for non-hedging purposes such as seeking to enhance return

[diamond] securities purchased on a when-issued, delayed delivery or forward
commitment basis

The series may invest in foreign equity and debt securities. The series may
invest directly in foreign securities denominated in a foreign currency and not
publicly traded in the United States. Other ways of investing in foreign
securities include depositary receipts or shares, and passive foreign investment
companies.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
Because the series invests substantially all of its assets in fixed-income
securities, it is subject to risks such as credit or default risks, and
decreased value due to interest rate increases. The series' performance may also
be affected by risks to certain types of investments, such as foreign securities
and derivative instruments.

[diamond] TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be higher
than those involved in domestic transactions.

HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk securities (or "junk" bonds) are securities rated below
investment grade by the primary rating agencies such as Standard & Poor's and
Moody's. The value of lower quality securities generally is more dependent on
credit risk, or the ability of the issuer to meet interest and principal
payments, than investment grade debt securities. Issuers of high-yield
securities may not be as strong financially as those issuing bonds with higher
credit ratings and are more vulnerable to real or perceived economic changes,
political changes or adverse developments specific to the issuer.

The junk bond market can experience sudden and sharp price swings. Because
the series may invest a significant portion of its assets in
high-yield/high-risk securities, investors should be willing to tolerate a
corresponding increase in the risk of significant and sudden changes in NAV.

ILLIQUID INVESTMENTS
The series may invest up to 15% of its net assets in illiquid investments.
An illiquid investment is a security or

Phoenix Edge Series Fund 87

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other position that cannot be disposed of quickly in the normal course of
business. For example, some securities are not registered under U.S. securities
laws and cannot be sold to the U.S. public because of SEC regulations (these are
known as "restricted securities"). Under procedures adopted by the Trustees,
certain restricted securities may be deemed liquid, and will not be counted
toward this 15% limit.

FUTURES CONTRACTS, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
The series may invest in financial futures contracts and options and other
derivative instruments. The advisor intends to invest in such securities
primarily to hedge or reduce the risk of holding other investments. If the
prices for futures contracts and prices in the cash market do not correlate as
expected or if the advisor's expectations about interest rate, exchange rate or
general market movements are incorrect, the series' returns may not be as high
as they would be if the advisor did not invest in these securities. There is
also a risk that the market for reselling financial futures contracts and
options may be limited or nonexistent. The series could incur unlimited losses
if it cannot liquidate certain futures contracts. The subadvisor's decisions
about the nature and timing of futures contract and options and derivative
transactions may result in losses when other investors' decisions about the same
contracts, options or derivatives result in gains.

MANAGEMENT OF THE FUNDS

THE ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
series and is located at One American Row, Hartford, Connecticut 06102-5056. PVA
also acts as the investment advisor for 7 other series. PVA is an investment
advisor established to actively monitor and manage subadvisor performance. As of
December 31, 1999, PVA had $166.8 million in assets under management.

Janus Capital Corporation ("Janus") is the investment subadvisor to the
series and is located at 100 Fillmore Street, Denver, Colorado 80206. Janus acts
as a subadvisor to approximately 40 series of mutual funds and acts as
investment advisor to institutions and individuals. As of December 31, 1999,
Janus had $248.8 billion in assets under management. Janus has been an
investment advisor since 1989.

Subject to the direction of the Fund's Board of Trustees, PVA is responsible
for assuring that the series is managed in accordance with the series'
investment objective and stated investment policies. Janus, as subadvisor, is
responsible for managing the series' investment program and for day-to-day
management of the series' portfolios. Janus manages the series' assets to
conform with the investment policies as described in the prospectus.

The series pays PVA a monthly investment management fee that is accrued
daily against the value of that series' net assets at the rate of 0.80%
annually. During the series' last fiscal year, the series paid total management
fees of $1,790.

---------------------------------------------------------------
ANNUALIZED RETURNS FOR THE PERIOD ENDED DECEMBER 31, 1999
---------------------------------------------------------------
JANUS FLEXIBLE INCOME LEHMAN BROS. GOVERNMENT/
COMPOSITE* CORPORATE INDEX
---------------------------------------------------------------
1 YEAR .75% -2.15%
---------------------------------------------------------------
3 YEARS 6.93% 5.55%
---------------------------------------------------------------
5 YEARS 9.64% 7.61%
---------------------------------------------------------------
10 YEARS 9.11% 7.65%
---------------------------------------------------------------
* Inception as of July 7, 1987

The Flexible Income Composite includes the Janus Flexible Income Fund and
Janus Aspen Series Flexible Income Portfolio for which Janus Capital Corporation
serves as investment advisor. Composite performance is presented net of all fees
and reflects reinvestment of dividends and capital gains. The expense ratio for
the Funds as of December 31, 1999 was .79% and .72%, respectively. The Funds
enter the composite upon the first full quarter under management. As of December
31, 1999, the Flexible Income Composite included 2 accounts and assets of $1,135
million, which represented .45% of total assets under management. The percentage
of total assets managed is defined as composite assets as a percentage of the
total assets managed including registered investment company accounts under
management. Performance figures are based upon historical information and do not
guarantee future results. The Lehman Bros. Government/Corporate Index is an
unmanaged index and includes reinvestment of dividends and capital gains. They
have been taken from published sources and have not been audited. Composition of
each separately-managed account portfolio may differ significantly from
securities in the corresponding benchmark indices.

88 Phoenix Edge Series Fund

<PAGE>

The advisory fee is greater than that for most series; however, the Trustees
have determined that it is comparable to fees charged by other funds whose
investment objectives are similar to those of the series.

PORTFOLIO MANAGEMENT
Ronald V. Speaker is the portfolio manager of the series. He is an executive
vice president and manages other Janus funds. He holds a Bachelor of Arts in
Finance from the University of Colorado and received the Chartered Financial
Analyst designation.

In January 1997, Mr. Speaker settled an SEC administrative action involving
2 personal trades made by him in January of 1993. Without admitting or denying
the allegations, Mr. Speaker agreed to civil money penalty, disgorgement, and
interest payments totaling $37,199 and to a 90-day suspension which ended on
April 25, 1997.

PHOENIX-JANUS GROWTH SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
This series seeks long-term growth of capital in a manner consistent with
the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES
The series pursues its objective by investing primarily in common stocks
selected for their growth potential. Although the series can invest in companies
of any size, it generally invests in larger, more established companies.

The portfolio manager seeks companies that meet his selection criteria,
regardless of where a company is located. Foreign securities are generally
selected on a stock-by-stock basis without regard to any defined allocation
among countries or geographic regions. However, certain factors such as expected
levels of inflation, government policies influencing business conditions, the
outlook for currency relationships, and prospects for economic growth among
countries, regions or geographic areas may warrant greater consideration in
selecting foreign securities. There are no limitations on the countries in which
the series may invest and the series may at times have significant foreign
exposure.

The series invests primarily in domestic and foreign equity securities,
which may include preferred stocks, common stocks, warrants and securities
convertible into common or preferred stocks. The series may also invest to a
lesser degree in other types of securities, including:

[diamond] debt securities

[diamond] indexed/structured securities

[diamond] high-yield/high-risk bonds (less than 35% of the series' assets)

[diamond] options, futures, forwards and other types of derivatives for hedging
purposes or for non-hedging purposes such as seeking to enhance return

[diamond] securities purchased on a when-issued, delayed delivery or forward
commitment basis

RISKS RELATED TO INVESTMENT STRATEGIES

Phoenix Edge Series Fund 89

<PAGE>

performance may depend on issues other than the performance of a particular
company. These issues include:

[diamond] CURRENCY RISK. As long as the series holds a foreign security, its
value will be affected by the value of the local currency relative to
the U.S. dollar. When the series sells a foreign denominated security,
its value may be worth less in U.S. dollars even if the security
increases in value in its home country. U.S. dollar denominated
securities of foreign issuers may also be affected by currency risk.

[diamond] TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be higher
than those involved in domestic transactions.

The junk bond market can experience sudden and sharp price swings.

ILLIQUID INVESTMENTS
The series may invest up to 15% of its net assets in illiquid investments.
An illiquid investment is a security or other position that cannot be disposed
of quickly in the normal course of business. For example, some securities are
not registered under U.S. securities laws and cannot be sold to the U.S. public
because of SEC regulations (these are known as "restricted securities"). Under
procedures adopted by the Trustees, certain restricted securities may be deemed
liquid, and will not be counted toward this 15% limit.

FUTURES CONTRACTS, OPTIONS AND SWAP AGREEMENTS
The series may invest in financial futures contracts and options and enter
into swap agreements. The advisor intends to invest in such securities primarily
to hedge or reduce the risk of holding other investments. If the prices for
futures contracts and prices in the cash market do not correlate as expected or
if the advisor's expectations about interest rate, exchange rate or general
market movements are incorrect, the series' returns may not be as high as they
would be if the advisor did not invest in these securities. There is also a risk
that the market for reselling financial futures contracts and options may be
limited or nonexistent. The series could incur unlimited losses if it cannot
liquidate certain futures contracts. The subadvisor's decisions about the nature
and timing of futures contract and options and swap transactions may result in
losses when other investors' decisions about the same contracts, options or
swaps result in gains.

MANAGEMENT OF THE FUNDS

90 Phoenix Edge Series Fund

<PAGE>

Janus Capital Corporation ("Janus") is the investment subadvisor to the
series and is located at 100 Fillmore Street, Denver, Colorado 80206. Janus acts
as a subadvisor to approximately 40 series of mutual funds and acts as
investment advisor to institutions and individuals. As of December 31, 1999,
Janus had $248.8 billion in assets under management. Janus has been an
investment advisor since 1989.

Subject to the direction of the Fund's Board of Trustees, PVA is responsible
for assuring that the series is managed in accordance with the series'
investment objective and stated investment policies. Janus, as subadvisor, is
responsible for managing the series' investment program and for day-to-day
management of the series' portfolios. Janus manages the series' assets to
conform with the investment policies as described in the prospectus.

The series pays PVA a monthly investment management fee that is accrued
daily against the value of that series' net assets at the rate of 0.85%
annually. During the series' last fiscal year, the series paid total management
fees of $850.

---------------------------------------------------------------
ANNUALIZED RETURNS FOR THE PERIOD ENDED DECEMBER 31, 1999
---------------------------------------------------------------
JANUS LARGECAP
GROWTH RUSSELL 1000
COMPOSITE* S&P 500 INDEX GROWTH INDEX
---------------------------------------------------------------
1 YEAR 44.20% 21.14% 33.16%
---------------------------------------------------------------
3 YEARS 37.42% 27.66% 34.07%
---------------------------------------------------------------
5 YEARS 35.53% 28.66% 32.41%
---------------------------------------------------------------
10 YEARS 22.24% 18.25% 20.32%
---------------------------------------------------------------
* Inception as of July 7, 1987

The LargeCap Growth Composite includes all accounts with assets above $5
million for which Janus has discretionary authority, including registered
investment companies (mutual funds). Composite performance is presented net of
all fees and reflects reinvestment of dividends and capital gains. For all new
separately-managed LargeCap Growth equity accounts over $25 million, a
management fee of 0.75% per annum applies on the first $50 million, 0.65% the
next $100 million, and 0.60% on the balance. Accounts enter the Composite upon
the first full quarter under management in which assets exceed the stated
minimum. Prior to 1995, all discretionary accounts were included in the
appropriate Composite, regardless of asset size, and there has been no
restatement of pre-1995 performance. As of December 31, 1999, the LargeCap
Growth Composite included 49 accounts and assets of $4,290.8 million, which
represented 1.72% of total assets under management. The percentage of total
assets managed is defined as composite assets as a percentage of the total
assets managed including registered investment company accounts under
management. Performance figures are based upon historical information and do not
guarantee future results. The S&P 500 and the Russell 1000 Growth are unmanaged
indices of common stock prices and include reinvestment of dividends and capital
gains. They have been taken from published sources and have not been audited.
Composition of each separately-managed account portfolio may differ
significantly from securities in the corresponding benchmark indices.

PORTFOLIO MANAGEMENT
E. Marc Pinto, CFA, is portfolio manager of the series. He is also the
portfolio manager of several portfolios in the LargeCap Growth discipline. He
has also served as an assistant portfolio manager of Janus Twenty Fund and Janus
Growth and Income Fund. Prior to joining Janus in 1994, Mr. Pinto worked in an
investment firm analyzing companies in the telecommunications and financial
services sectors. He also worked for Goldman Sachs as an associate in the
investment banking division, for Fred Alger Management as a research associate,
and for Bank of Boston as a credit analyst. Mr. Pinto has a bachelor's degree in
history from Yale University and an M.B.A. from Harvard University, where he
graduated with distinction. Mr. Pinto has 14 years of professional investment
experience.

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVES
The series seeks capital appreciation by investing primarily in equity
securities.

PRINCIPAL INVESTMENT STRATEGIES
The series seeks to maximize capital appreciation by investing in equity
securities of U.S., and to a limited extent, foreign companies that exhibit
strong or accelerating earnings growth. The universe of eligible companies
mainly includes those with market capitalizations of $1 billion or more but may
also include smaller companies. The series normally invests at least 65% of its
assets in a non-diversified portfolio of equity securities. These securities may
include common and preferred stocks, depositary receipts, convertibles, rights,
warrants, and equity related options and futures. The investment subadvisor
emphasizes individual security selection. The series generally concentrates its
holdings in a

Phoenix Edge Series Fund 91

<PAGE>

relatively small number of companies and may invest up to 25% of its assets in
a single issuer.

The investment subadvisor follows a flexible investment program in looking
for companies with above average capital appreciation potential. Fundamental
equity research drives the process. The investment subadvisor focuses on
companies with consistent or rising earnings growth records and compelling
business strategies. The investment subadvisor continually and rigorously
studies company developments, including business strategy, management focus and
financial results, to identify companies with earnings growth and business
momentum. In addition, the investment subadvisor closely monitors analysts'
expectations to identify issuers that have the potential for positive earnings
surprises versus consensus expectations. Valuation is of secondary importance
and is viewed in the context of prospects for sustainable earnings growth and
the potential for positive earnings surprises in relation to consensus
expectations. The series considers selling securities of issuers that no longer
meet the investment subadvisor's criteria. The investment subadvisor's focus on
individual security selection may lead to an emphasis on particular industry
sectors.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
Investing in this series entails the risks and uncertainties of investing in
a non-diversified portfolio of equity securities. In general, prices of equity
securities are more volatile than those of fixed income securities. The prices
of equity securities will rise and fall in response to a number of different
factors. In particular, equity securities will respond to events that affect
entire financial markets or industries (changes in inflation or consumer demand,
for example) and to events that affect particular issuers (news about the
success or failure of a new product, for example). In addition, at times the
series' market sector, mid- to large-capitalization growth-oriented equity
securities, may underperform relative to other sectors.

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political and economic uncertainty;

[diamond] less publicly-available information;

[diamond] greater security price volatility;

[diamond] possible taxation of dividends and interest payable on securities; and

[diamond] potential restrictions on the flow of international capital.

FOREIGN CURRENCY
Portions of the series' assets may be invested in securities denominated in
foreign currencies. Changes in foreign exchange rates will affect the value of
those securities denominated or quoted in currencies other than the U.S. dollar.
Exchange rate fluctuations can affect the series' net asset value (share price)
and dividends either positively or negatively depending upon whether foreign
currencies are appreciating or depreciating in value relative to the U.S.
dollar. Exchange rates fluctuate over both the long and short terms.

DERIVATIVES
The series may use various instruments that derive their values from those
of specific securities, indices, currencies or other points of reference for
both hedging and non-hedging purposes. Derivatives include, but are not limited
to, futures, options, forward contracts, swaps, and structured notes. These
derivatives, including those used to manage risk, are themselves subject to
risks of the different markets in which they trade and, therefore, may not serve
their intended purpose.

The primary risks of derivatives are:

[diamond] changes in the market value of securities held by the series, and of
derivatives relating to those securities, may not be proportionate;

[diamond] there may not be a liquid market for the series to sell a derivative,
which could result in difficulty closing a position; and

[diamond] certain derivatives can magnify the extent of losses incurred due to
changes in the market value of the securities to which they relate.

In addition, some derivatives are subject to counterparty risk. To minimize
this risk, the series may enter into derivatives transactions only with
counterparties that meet certain requirements for credit quality and collateral.
Also, the series may invest in certain derivatives that require the series to
segregate some or all of its cash or liquid securities to cover its obligations
under those instruments. At certain levels, this can cause the series to lose
flexibility in managing its investments properly, responding to shareholder
redemption requests, or meeting other obligations. If the series is in that
position it could be forced to sell other securities that it wanted to retain.

The series will limit its use of derivatives for non-hedging purposes to
33-1/3% of its total assets measured by

92 Phoenix Edge Series Fund

<PAGE>

the aggregate notional amount of outstanding derivatives. While the use of
derivatives may be advantageous to the series, if the investment subadvisor is
not successful employing them, the series' performance may be worse than if it
did not make such investments.

TEMPORARY DEFENSIVE INVESTMENTS
When the investment subadvisor believes that changes in economic, financial
or political conditions warrant, the series may invest without limit in certain
short- and medium-term fixed income securities for temporary defensive purposes.
If the investment subadvisor incorrectly predicts the effects of these changes,
such defensive investments may adversely affect the series' performance and the
series may not achieve its investment objective.

MANAGEMENT OF THE FUNDS

THE ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
series and is located at One American Row, Hartford, Connecticut 06102-5056. PVA
also acts as the investment advisor for 7 other series. PVA is an investment
advisor established to actively monitor and manage subadvisor performances. As
of December 31, 1999, PVA had $166.8 million in assets under management.

The series pays PVA a monthly investment management fee that is accrued
daily against the value of that series' net assets at the rate of 0.85%
annually. The advisory fee is greater than that for most series; however, the
Trustees have determined that it is comparable to fees charged by other funds
whose investment objectives are similar to those of the series. During the
series' last fiscal year, the series paid total management fees of $1,932.

Morgan Stanley Asset Management ("MSAM") is the investment subadvisor to the
series and has its principal offices at 1221 Avenue of the Americas, New York,
New York 10020. On December 1, 1998, Morgan Stanley Asset Management Inc.
changed its name to Morgan Stanley Dean Witter Investment Management Inc., but
continues to do business in certain instances using the name Morgan Stanley
Asset Management. MSAM conducts a worldwide portfolio management business and
provides a broad range of portfolio management services to customers in the
United States and abroad. Morgan Stanley Dean Witter & Co. ("MSDW") is the
direct parent of MSAM. MSDW is a global financial services firm that maintains
leading market positions in each of its 3 primary businesses: securities, asset
management and credit services. At December 31, 1999, MSAM, together with its
affiliated institutional asset management companies, managed assets of
approximately $184.4 billion, including assets under fiduciary advice.

MSAM, as investment subadvisor, is responsible for the day-to-day management
of the series' investment program. MSAM manages the series' assets to conform
with the investment policies as described in the prospectus.

ILLUSTRATIVE PERFORMANCE OF PORTFOLIO MANAGER
The performance information presented below is a composite of the
performance of certain mutual funds and private accounts managed by MSAM, the
investment subadvisor to the Phoenix-Morgan Stanley Focus Equity Series. Each of
the accounts included in the composite has investment objectives, policies and
strategies substantially similar to those of the series.

Unlike management of the private accounts included in the composite, the
series will be subject to certain regulatory restrictions (e.g., diversification
and income distribution) and cash flows that did not apply to the private
accounts. If such factors had been applicable to these accounts, the composite
performance may have been lower. The composite performance should not be
considered an indication of future performance of the series or its investment
subadvisor.

--------------------------------------------------------------
QUARTERLY RETURNS
--------------------------------------------------------------
COMPOSITE S&P 500 INDEX
--------------------------------------------------------------
1ST QTR 1999 13.39% 4.98%
--------------------------------------------------------------
2ND QTR 1999 9.81% 7.05%
--------------------------------------------------------------
3RD QTR 1999 -0.61% -6.25%
--------------------------------------------------------------
4TH QTR 1999 19.40% 14.88%
--------------------------------------------------------------

--------------------------------------------------------------
ANNUALIZED RETURNS(1)
--------------------------------------------------------------
COMPOSITE S&P 500 INDEX
--------------------------------------------------------------
1 YEAR 47.76% 21.04%
--------------------------------------------------------------
3 YEARS 130.37% 107.55%
--------------------------------------------------------------
SINCE INCEPTION(2) 336.33% 210.77%
--------------------------------------------------------------
1 Year ended December 31, 1999
2 April 30, 1995

These performance numbers do not include fees that would be charged by the
series; therefore, comparable performance results for the series would be lower.

PORTFOLIO MANAGEMENT
Philip W. Friedman is a managing director of MSAM and Morgan Stanley & Co.
Incorporated ("Morgan Stanley") and is head of the Institutional Equity Group of
MSAM. In addition to portfolio management, his equity research responsibilities
include capital goods, consumer durables, multi-industry and transportation.
Prior to joining MSAM in 1997, he was the North American director of equity
research at Morgan Stanley. From 1990 to 1995, he was a member of Morgan
Stanley's equity research team. Mr. Friedman graduated from Rutgers University
with a B.A. (Phi Beta Kappa and Summa Cum Laude) in Economics. He also holds a
Masters of Management from the J.L. Kellogg School of Management at Northwestern
University.

Phoenix Edge Series Fund 93

<PAGE>

William S. Auslander is a principal of MSAM and Morgan Stanley and a
portfolio manager in the Institutional Equity Group of MSAM. He joined MSAM in
1995 as an equity analyst in the Institutional Equity Group. Prior to joining
MSAM, he worked at Icahn & Co. for 9 years as an equity analyst. Mr. Auslander
graduated from the University of Wisconsin at Madison with a B.A. in Economics
and received an M.B.A. from Columbia University.

Messrs. Friedman and Auslander have shared primary responsibility for
managing the series' assets since its inception.

PHOENIX-OAKHURST BALANCED SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Oakhurst Balanced Series has investment objectives of reasonable
income, long-term capital growth and conservation of capital. There is no
guarantee that the series will achieve its objectives.

PRINCIPAL INVESTMENT STRATEGIES
The series invests in a portfolio of common stocks and fixed income
securities. Under normal circumstances the series intends to invest at least 65%
of its total assets in these securities. At least 25% of assets will be invested
in fixed income securities that are rated within the 4 highest rating
categories. The series may invest in foreign and domestic companies of all
sizes. Fixed income securities in which the series may invest include, U.S. and
foreign government securities, corporate bonds, municipals, and mortgage- and
asset-backed securities. Credit ratings for fixed income securities are
established by nationally recognized statistical rating organizations. Refer to
the Statement of Additional Information for a detailed list of rating
categories.

The advisor will use 4 criteria to select investments for the series: risk,
income, capital enhancement, and protection of capital value. The advisor will
select securities believed to have potential for the production of current
income, with emphasis on securities that also have the potential for capital
enhancement. Fixed income securities are selected using a multi-sector approach.
Holdings are shifted into sectors believed by the advisor to be undervalued and
out of sectors determined by the advisor to be overvalued. The amount of series
assets which may be invested in common stocks and fixed income securities is not
fixed. The advisor may adjust the mix of investments based upon financial market
and economic conditions.

Up to 35% of the series' assets may be invested in "junk bonds." The actual
percentage of junk bonds held in the portfolio will be determined by the
advisor. In the advisor's opinion, if market conditions warrant, the series may
increase its holdings of junk bonds subject to the 35% limit. The price of junk
bonds will generally decline when interest rates rise, and increase when
interest rates fall.

[diamond] higher yields than common stocks but lower yields than comparable
nonconvertible securities;

[diamond] typically less fluctuation in value than the "underlying" common
stock, that is, the common stock that the investor receives if he
converts;

[diamond] the potential for capital appreciation if the market price of the
underlying common stock increases.

Temporary Defensive Strategy. If the advisor believes that market conditions
are not favorable to the series' principal strategies, the series may hold on to
its cash or invest without limit in cash equivalents, such as U.S. government
securities and high grade commercial paper. When this happens, the series may
not achieve its investment objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques of the series.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is reasonable income, long-term capital growth, and
conservation of capital. The value of your shares is based on the market value
of the series' investments. However, the value of the series' investments that
support your share value can decrease as well as increase. If between the time
you purchase shares and the time you sell shares the value of the series'
investments decreases, you will lose money. The value of the series' investments
can decrease for a number of reasons. For example, changing economic conditions
may cause a decline in the value of many or most investments. Particular
industries can face poor market conditions for their products or services so
that companies engaged in those businesses do not perform as well as companies
in other industries. Interest rate changes may improve prospects for certain
types of businesses and they may worsen prospects for others. Share values also
can decline if the specific companies selected for fund investment fail to
perform as

94 Phoenix Edge Series Fund

<PAGE>

the advisor expects, regardless of general economic trends, industry trends,
interest rates and other economic factors.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

FOREIGN INVESTING

The series may invest in non-U.S. companies. Investing in the securities of
non-U.S. companies involves special risks and considerations not typically
associated with investing in U.S. companies. These include:

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the series' portfolio.

Many of the foreign securities held by the series will not be registered
with, nor will the issuers of those securities be subject to the reporting
requirements of, the SEC. Accordingly, there may be less publicly available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payment positions.

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance of price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

Phoenix Edge Series Fund 95

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SMALL MARKET CAPITALIZATION INVESTING
The series may invest in some smaller companies. Companies with small
capitalization are often companies in industries that have recently emerged due
to cultural, economic, regulatory or technological developments. Such
developments can have a significant positive or negative effect on small
capitalization companies and their stock performance. Given the limited
operating history and rapidly changing fundamental prospects, investment returns
from smaller capitalization companies can be highly volatile. Smaller companies
may find their ability to raise capital impaired by their size or lack of
operating history. Product lines are often less diversified and subject to
competitive threats. Smaller capitalization stocks are subject to varying
patterns of trading volume and may, at times, be difficult to sell.

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

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to the
series and is located at 56 Prospect Street, Hartford, CT 06115. PIC also acts
as the investment advisor for 14 other mutual funds, as subadvisor to 3 mutual
funds and as advisor to institutional clients. As of December 31, 1999, PIC had
$25.7 billion in assets under management. PIC has acted as an investment advisor
for over 60 years.

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
series' portfolio. PIC manages the series' assets to conform with the investment
policies as described in this prospectus. The series pays PIC a monthly
investment management fee that is accrued daily against the value of the series'
net assets at the following rates.

--------------------------------------------------------------
FIRST NEXT OVER
$250,000,000 $250,000,000 $500,000,000
--------------------------------------------------------------
Management 0.55% 0.50% 0.45%
Fee
--------------------------------------------------------------

During the series' last fiscal year, the series paid total management fees
of $1,553,692. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.54%.

PORTFOLIO MANAGEMENT
Investment and trading decisions for the series are made by a team of equity
professionals and a team of fixed income professionals.

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The series has an investment objective of seeking dividend growth, current
income and capital appreciation. There is no guarantee that the series will
achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
The series invests in a diversified portfolio of securities of primarily
domestic (U.S.) companies. The series is designed to invest in equity
securities. Under normal circumstances,

[diamond] the series intends to invest solely in equity securities and will
invest at least 65% of its total assets in equity securities;

[diamond] the series will invest primarily in common stocks; and

[diamond] the series intends to be "fully invested" and will attempt to limit
its holdings of cash and short-term investments to not more than 2% of
its assets.

The advisor uses a quantitative value strategy to pursue its investment
objective. Quantitative value involves selecting securities primarily from the
equity securities of the 1,500 largest companies traded in the United States,
based on market capitalization. The advisor seeks a desired balance of risk and
return potential, including a targeted yield exceeding the yield of the S&P 500
Index. This strategy seeks securities of companies that are undervalued relative
to the market in general and that have improving fundamentals. While the
advisor's strategy tends to concentrate its investment selections in larger
issuers, the series may invest in securities of issuers of any size.

The series also may invest in other equity securities, including preferred
stocks, preferred stocks convertible into common stocks, fixed income securities
convertible into common stocks, warrants and rights to purchase common stock.
Convertible securities have several unique investment characteristics, such as:

[diamond] higher yields than common stocks but lower yields than comparable
nonconvertible securities;

[diamond] typically less fluctuation in value than the "underlying" common
stock, that is, the common stock that the investor receives if he
converts;

[diamond] the potential for capital appreciation if the market price of the
underlying common stock increases.

The series will invest only in the 4 highest rating categories of
convertible securities, commonly called

96 Phoenix Edge Series Fund

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"investment grade" securities. If the series purchases an investment grade
security that loses its investment grade rating the series is not required to
sell the security. Ratings are established by nationally recognized statistical
rating agencies. Please see the Statement of Additional Information for a
detailed list of rating categories.

The series may lend portfolio securities to broker-dealers and other
financial institutions to increase its investment returns. The total amount of
such lending can be as much as one-third of the series' total assets. When the
series lends securities in this fashion, the borrower returns the securities at
a pre-arranged time and pays some form of premium or other fee for the
transaction. The series receives all dividends and other distributions made with
respect to the loaned securities. All securities loans are secured by other
marketable securities.

The series may invest up to 20% of its total assets in securities of foreign
(non-U.S.) issuers. However, under normal circumstances the series will not
invest more than 10% of its total assets in securities of foreign issuers.

Temporary Defensive Strategy. If the advisor or subadvisor believes that
market conditions are not favorable to the series' principal strategies, the
series may invest without limit in U.S. government securities and in money
market instruments. When this happens, the series may not achieve its investment
objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is dividend growth, current income and capital
appreciation. The advisor intends to invest series assets so that the series'
total return and dividend yield exceed average total return and dividend yield
for companies included in the S&P 500. In this sense the series seeks to
outperform the S&P 500. The S&P 500 can have negative returns, however. When
that happens, the series may outperform the S&P 500 but still have negative
returns. The value of the series' investments, as well as the value of stocks
included in the S&P 500, can decrease for a number of reasons. For example,
changing economic conditions may cause a decline in value of many or even most
equity and fixed income investments. Particular industries can face poor markets
for their products or services so that companies engaged in those businesses do
not do as well as companies in other industries. Interest rate changes may
improve prospects for certain types of businesses and they may worsen prospects
for others. To the extent that the series' investments are affected by general
economic declines, declines in industries, and interest rate changes that
negatively affect the companies in which the series invests, series' share
values may decline. Share values also can decline, or can fail to perform as
well as stocks included in the S&P 500 if the specific companies the advisor
selects for the series fail to perform as the advisor expects, regardless of
general economic trends, industry trends, interest rates and other economic
factors.

The advisor intends to keep cash and short-term investments below 2% of the
series' assets under normal circumstances. By keeping the series' assets "fully
invested" the advisor intends to maximize the series' opportunity to increase
its net asset value. However, being "fully invested" in common stocks and other
securities the series' net asset value will decrease if the value of those
investments decreases.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

SMALL MARKET CAPITALIZATION INVESTING
The series may invest in some smaller companies. Companies with small
capitalization are often companies with limited operating history or companies
in industries that have recently emerged due to cultural, economic, regulatory
or technological developments. Such developments can have a significant positive
or negative effect on small capitalization companies and their stock
performance. Given the limited operating history and rapidly changing
fundamental prospects, investment returns from smaller capitalization companies
can be highly volatile. Smaller companies may find their ability to raise
capital impaired by their size or lack of operating history. Product lines are
often less diversified and subject to competitive threats. Smaller
capitalization stocks are subject to varying patterns of trading volume and may,
at times, be difficult to sell.

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

Phoenix Edge Series Fund 97

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[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the series' portfolio.

Many of the foreign securities held by the series will not be registered
with, nor will the issuers of those securities be subject to the reporting
requirements of, the SEC. Accordingly, there may be less publicly available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payment positions.

Effective January 1, 1999, eleven European countries began converting from
their sovereign currency to the European Union common currency called the
"Euro." This conversion may expose the series to certain risks, including the
reliability and timely reporting of pricing information of the series' portfolio
holdings. In addition, one of more of the following may adversely affect
specific securities in the series' portfolio:

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] issuers' ability to make required information technology updates on a
timely basis, and costs associated with the conversion (including cost
of dual currency operations through January 1, 2002);

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance of price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

The advisor does not expect to invest in any securities that may be
adversely effected by the conversion to the Euro.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to the
series and is located at 56 Prospect Street, Hartford, CT 06115. PIC also acts
as the investment advisor for 14 other mutual funds, as subadvisor to 3 mutual
funds and as advisor to institutional clients. As of December 31, 1999, PIC had
$25.7 billion in assets under management. PIC has acted as an investment advisor
for over 60 years.

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
series' portfolio. PIC manages the series' assets to conform with the investment
policies as described in this prospectus. The fund pays PIC a monthly investment
management fee that is accrued daily against the value of the series' net assets
at the following rates.

--------------------------------------------------------------
FIRST NEXT OVER
$250,000,000 $250,000,000 $500,000,000
--------------------------------------------------------------
Management 0.70% 0.65% 0.60%
Fee
--------------------------------------------------------------

The advisor has voluntarily agreed until December 31, 2000, to reimburse the
series for the amount, if any, by which the series' operating expenses other
than the management fee for any fiscal years exceed 0.15% of the average net
assets of the series.

During the series' last fiscal year, the fund paid total management fees of
$513,418. The ratio of management fees to average net assets for the fiscal year
ended December 31, 1999 was 0.70%.

PORTFOLIO MANAGEMENT
Steven L. Colton serves as portfolio manager and is primarily responsible
for the day-to-day operation of the

98 Phoenix Edge Series Fund

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fund. Mr. Colton joined Phoenix Investment Counsel, Inc. in June 1997.
Previously, Mr. Colton was portfolio manager for the American Century Income &
Growth Fund ("ACIGF") from its inception on December 17, 1990 through May 30,
1997.

Dong Zhang serves as a member of the team that manages Phoenix Growth and
Income Fund. Mr. Zhang also was a member of the portfolio management team for
ACIGF from June 1996 through June 4, 1997.

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Oakhurst Strategic Allocation Series has an investment objective
of as high a total rate of return as is considered consistent with prudent
investment risk. There is no guarantee that the series will achieve its
investment objective.

PRINCIPAL INVESTMENT STRATEGIES
The series will invests in the common stock, bond and money market segments
in the proportion determined by the advisor.

The advisor may invest 0-100% in any one market segment.

The advisor will adjust the mix of investments among the 3 market segments
to capitalize on perceived variations in potential returns as economic and
financial conditions change.

Investments in one of the 3 market segments will be made with a specific
purpose in mind. Investments in the stock segment will be for the purpose of
attempting to achieve a superior total rate of return over an extended period of
time from both capital appreciation and current income. Investments in the bond
segment will be for the purpose of attempting to achieve as high a total rate of
return on a annual basis as is considered consistent with the preservation of
capital values and may include investments of up to 10% of the series' total
assets in high risk fixed income securities (commonly referred to as "junk
bonds"). Investments in the money market segment will be for the purpose of
attempting to achieve high current income, the preservation of capital, and
liquidity. The types of securities in each of these 3 market segments in which
the Phoenix-Oakhurst Strategic Allocation Series will invest are listed in the
Statement of Additional Information.

In order to achieve the series investment objective, the timing and amounts
of purchases and sales of particular securities and particular types of
securities (i.e., common stock, debt, money market) will be of significance. The
series intends to use trading as a means of managing the portfolio to achieve
its investment objective. Trading is used primarily in anticipation of, or in
response to, market developments or to take advantage of yield disparities.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is high income, long term capital growth, and conservation
of capital. The value of your shares is based on the market value of the series'
investments. However, the value of the series' investments that support your
share value can decrease as well as increase. If between the time you purchase
shares and the time you sell shares the value of the series' investments
decreases, you will lose money. The value of the series' investments can
decrease for a number of reasons. For example, changing economic conditions may
cause a decline in the value of many or most investments. Particular industries
can face poor markets conditions for their products or services so that
companies engaged in those businesses do not perform as well as companies in
other industries. Interest rate changes may improve prospects for certain types
of businesses and they may worsen prospects for others. Share values also can
decline if the specific companies selected for series investments fail to
perform as the advisor expects, regardless of general economic trends, industry
trends, interest rates and other economic factors.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

Implementation of this strategy requires the ability of the advisor to
accurately anticipate which market segment to emphasize or avoid. If the advisor
is wrong, significant losses can be experienced.

The advisor will engage in trading when it believes that the trade, net of
transaction costs, will improve interest income of capital appreciation
potential, or will lessen capital loss potential. Whether these goals will be
achieved through trading depends on the advisor's ability to evaluate particular
securities and anticipate relevant market factors, including interest rate
trends and variations. Such trading places a premium on the advisor's ability to
obtain relevant information, evaluate it properly and take advantage of its
evaluations by completing transactions on a favorable basis. If the advisor's
evaluations and expectations prove to be

Phoenix Edge Series Fund 99

<PAGE>

incorrect, the series' income or capital appreciation may be reduced and its
capital losses may be increased. Portfolio trading involves transaction costs.

HIGH RISK-HIGH YIELD SECURITIES
The series may invest in securities that are high risks, high yield
noninvestment grade securities. Although these securities provide greater income
and opportunity for capital appreciation than investments in higher grade
securities, they also typically entail greater price volatility and principal
and interest risk. There is a greater risk that an issuer will not be able to
make principal and interest payments on time. Analysis of the creditworthiness
of issuers of below investments grade securities may be more complex then for
higher grade securities, making it more difficult for the advisor to accurately
predict risk.

FOREIGN INVESTING
The series may invest in non-U.S., companies. Investing in the securities of
non-U.S. companies involves special risks and considerations not typically
associated with investing in U.S. companies. These include:

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability;

[diamond] potential restrictions on the flow of international capital; and

[diamond] potential tax consequences.

SMALL MARKET CAPITALIZATION INVESTING
The series may invest in some smaller companies. Companies with small
capitalization are often companies in industries that have recently emerged due
to cultural, economic, regulatory or technological developments. Such
developments can have a significant positive or negative effect on small
capitalization companies and their stock performance. Given the limited
operation history and rapidly changing fundamental prospects, investment returns
from smaller capitalization companies can be highly volatile. Smaller companies
may find their ability to raise capital impaired by their size or lack of
operating history. Product lines are often less diversified and subject to
competitive threats. Smaller capitalization stocks are subject to varying
patterns of trading volume and may, at times, be difficult to sell.

MANAGEMENT OF THE SERIES

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
series' portfolio. PIC manages the series' assets to conform with the investment
policies as described in this prospectus. The series pays PIC a monthly
investment management fee that is accrued daily against the value of the series'
net assets at the following rates.

-------------------------------------------------------------
FIRST NEXT OVER
$250,000,000 $250,000,000 $500,000,000
-------------------------------------------------------------
Management 0.60% 0.55% 0.50%
Fee
-------------------------------------------------------------

During the series' last fiscal year, the series paid total management fees
of $2,726,792. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.58%.

PORTFOLIO MANAGEMENT
Investment decisions for the Phoenix-Oakhurst Strategic Allocation Series
are made by a team of equity investment professionals and a team of fixed income
investment professionals.

PHOENIX-SCHAFER MID-CAP VALUE SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
Phoenix-Schafer Mid-Cap Value Series has an investment objective of
long-term capital appreciation. Current income is a secondary investment
objective.

PRINCIPAL INVESTMENT STRATEGIES
The series will invest in securities the advisor believes offer the
possibility of increase in value. The advisor will choose from securities which
satisfy 3 basic criteria:

[diamond] established companies having a strong financial position;

[diamond] price/earnings ratio below major market indices, such as the S&P 500;
and

[diamond] prospective earnings and dividend growth rates above average rates for
major market indices.

Once a security is purchased the series will generally hold it until it no
longer meets the financial or valuation criteria.

100 Phoenix Edge Series Fund

<PAGE>

[diamond] higher yields than common stocks but lower than comparable
nonconvertible securities;

[diamond] typically less fluctuation in value than the "underlying" common
stock, that is, the common stock that the investor receives if he
converts;

[diamond] the potential for capital appreciation if the market price of the
underlying common stock increases.

The series may invest up to 20% of its net assets in securities of foreign
(non-U.S.) issuers. The series may invest in a broad range of foreign
securities, including equity, debt and convertible securities and foreign
government securities. Issuers may be in established market countries and
emerging market countries.

If the advisor is unable to identify attractive equity investments
consistent with the series' principal strategies, the series may hold on to cash
or invest without limit in cash equivalents, such as U.S. government securities
and high grade commercial paper. When this happens, the fund may not achieve its
investment objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques of the fund.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is long-term capital appreciation. The advisor intends to
invest series assets so that your shares increase in value. However, the value
of the series' investments that support your share value can decrease as well as
increase. If between the time you purchase shares and the time you sell shares
the value of the series' investments decreases you will lose money. The value of
the series' investments can decrease for a number of reasons. For example,
changing economic conditions may cause a decline in value of many or even most
equity and fixed income investments. Particular industries can face poor markets
for their products or services so that companies engaged in those businesses do
not do as well as companies in other industries. Interest rate changes may
improve prospects for certain types of businesses and they many worsen prospects
for others. To the extent that the series' investments are affected by general
economic declines, declines in industries, and interest rate changes that
negatively affect the companies in which the series invests, series share values
may decline. Share values also can decline if the specific companies selected
for series investment fail to perform as the advisor expects, regardless of
general economic trends, industry trends, interest rates and other economic
factors.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

FOREIGN INVESTING

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the fund's portfolio.

Many of the foreign securities held by the series will not be registered
with, nor will the issuers of those securities be

Phoenix Edge Series Fund 101

<PAGE>

subject to the reporting requirements of, the SEC. Accordingly, there may be
less publicly available information about the securities and about the foreign
company or government issuing them than is available about a domestic company or
government entity. Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payment positions.

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance of price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

MANAGEMENT OF THE SERIES

THE ADVISOR
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
series and is located at One American Row, Hartford, CT 06102-5056. PVA also
acts as the investment advisor for 7 other series. PVA is an investment advisor
established to actively monitor and manage subadvisor performance. As of
December 31, 1999, PVA had $166.8 million in assets under management.

THE SUBADVISOR
Schafer Capital Management, Inc. ("Schafer") serves as subadvisor to the
series. Schafer's principal place of business is 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. As of December 31, 1999, Schafer had approximately $607 million
in assets under management.

Subject to the direction of the Fund's Board of Trustees, PVA is responsible
for overseeing the series' investment program. Schafer is responsible for the
day-to-day management of the series' portfolio, and for managing the series'
assets to conform with the investment policies as described in this prospectus.
The series pays PVA a monthly investment management fee that is accrued daily
against the value of that series' net assets at the rate of 1.05% annually.

The total advisory fees of 1.05% of the aggregate net assets of the series
is greater than that paid by most funds; however, the Board of Trustees of the
series has determined that it is similar to fees charged by other mutual funds
whose investment objectives are similar to those of the series.

During the series' last fiscal year, the series paid total management fees
of $90,746. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 1.05%.

PORTFOLIO MANAGEMENT
David K. Schafer is the portfolio manager for the Phoenix-Schafer Mid-Cap
Value Series and is primarily responsible for the day-to-day management of the
series' portfolio. Mr. Schafer has been in the investment management business
for more than 25 years. Mr. Schafer is the president of Schafer Capital
Management, Inc. and is also portfolio manager for the Strong Schafer Value
Fund. Mr. Schafer was a securities analyst, first for Arnold Bernhard & Co.,
Inc., publisher of The Value Line Investment Survey, from June 1966 to June
1968; for J & W Seligman & Co. from June 1968 to December 1970; and for Fariston
Management Corp., from January 1971 to November 1972. He joined the treasury
department of INCO Ltd. to supervise that company's pension assets, and in 1974
he began managing a portion of those assets

102 Phoenix Edge Series Fund

<PAGE>

himself. In 1981, Mr. Schafer left INCO Ltd. to found Schafer Capital
Management.

PHOENIX-SENECA MID-CAP GROWTH SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The series has an investment objectives of capital appreciation.
Distribution of investment income, such as dividends and interest, is incidental
in the selection of investments. There is no guarantee that the series will
achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
The series invests in a diversified portfolio of securities of primarily
domestic (U.S.) companies. Under normal circumstances the series intends to
invest at least 65% of its total assets in companies with market capitalizations
between $500 million and $5 billion.

The series contracts with an advisor, Phoenix Investment Counsel, Inc. to
manage the series' investment program and be responsible for the general
operation of the series, and a subadvisor, Seneca Capital Management LLC to
manage the investments of the series. The subadvisor selects securities of
companies that meet certain fundamental standards and that the subadvisor
believes have the market potential for above average market appreciation. In
evaluating companies' potential for market appreciation, the subadvisor seeks
companies that it believes will demonstrate greater long-term earnings growth
than the average company included in the S&P Midcap 400 Index. The strategy is
based on the subadvisor's view that growth in a companies' earnings will
correlate with growth in the price of its stock.

The subadvisor seeks to identify companies that have the most attractive
earnings prospects and favorable valuations, regardless of the size of the
company. Generally, however, a portion of the series' portfolio will be invested
in large, well-known companies that have established histories of profitability
and/or dividend payment.

Although the series stresses long-term earnings growth potential, the
subadvisor may buy securities in anticipation of short-term price gains.

Debt instruments, including investment grade and below investment grade
bonds ("junk bonds") and bonds convertible into common stocks, also may be a
part of the series portfolio. Below investment grade securities present a
greater risk that the issuer will not be able to make interest or principal
payments on time. If this happens, the series would lose income and could expect
a decline in the market value of the securities.

The series may invest up to 20% of its total assets in securities of foreign
(non-U.S.) issuers. Foreign investment will be primarily through American
Depository Receipts (ADRs).

The series intends to invest in financial futures contracts, options and
swap agreements only for hedging purposes. However, the series can invest in
these transactions even if they are not purchased for hedging purposes, that is,
they are purchased as an investment in their own right.

The series may invest up to 15% of its net assets in securities that are not
liquid. The series considers investments that the advisor is not likely to be
able to sell within 7 business days as not liquid. These securities can include
repurchase agreements, with maturities more than 7 days and private placements.
Repurchase agreements are contracts under which the series will buy securities
that are not sold to investors through a public offering but instead are sold in
direct, private transactions.

Note: If the subadvisor determines that market conditions are not favorable
to the types of investments the advisor ordinarily intends to hold, the series
may invest without limitation in any combination of high quality money market
securities and repurchase agreements. In such instances, the series may not
achieve its stated investment objective.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques of the series.

RISKS RELATED TO INVESTMENT STRATEGIES

GENERAL
The series' focus is long-term earnings growth. The subadvisor intends to
invest series' assets so that your shares increase in value. However, the value
of the series' investments that support your share value can decrease as well as
increase. If between the time you purchase shares and the time you sell shares
the value of the series' investments decreases, you will lose money. The value
of the series' investments can decrease for a number of reasons. For example,
changing economic conditions may cause a decline in value of many or most
investments. Particular industries can face poor market conditions for their
products or services so that companies engaged in those businesses do not
perform as well as companies in other industries. Interest rate changes may
improve prospects for certain types of businesses and they many worsen prospects
for others. To the extent that the series' investments are affected by general
economic declines, declines in industries, and interest rate

Phoenix Edge Series Fund 103

<PAGE>

changes that negatively affect the companies in which the series invests,
series' share values may decline. Share values also can decline if the specific
companies selected for series' investment fail to perform as the advisor
expects, regardless of general economic trends, industry trends, interest rates
and other economic factors, Finally, decreases in share values from day to day
will be "paper" losses unless you actually sell your shares. If your financial
circumstances are likely to require you to sell your shares at any particular
time, rather than holding them indefinitely, you run the risk that your sale of
shares will occur when share values have declined. If between the time you
purchase shares and the time you sell shares the value of the series'
investments decreases you will lose money.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

ANTICIPATING SHORT-TERM PRICE GAINS
The advisor may buy securities that it anticipates will rise in price over a
short period of time. If the securities do not perform as expected, gains will
not be as high as anticipated. Moreover, the advisor buys these securities with
the expectation that they will be sold after a short period of time. Each time a
security is bought or sold, the series incurs certain costs associated with the
transaction. The more transactions, the higher the overall cost to the series.

BELOW INVESTMENT GRADE SECURITIES
The series may invest in securities that are below investment grade.
Although these securities provide greater income and opportunity for capital
appreciation than investments in higher grade securities, they also typically
entail greater price volatility and principal and interest risk. There is a
greater risk that an issuer will not be able to make principal and interest
payments on time. Analysis of the creditworthiness of issuers of below
investment grade securities may be more complex than for higher grade
securities, making it more difficult for the subadvisor to accurately predict
risk.

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as less public information about
investments may negatively impact the series' portfolio.

Foreign securities often trade with less frequency and volume than domestic
securities and therefore may exhibit greater price volatility. Additionally,
dividends and interest payable on foreign securities may be subject to foreign
taxes withheld prior to receipt by the series. Many of the foreign securities
held by the series will not be registered with, nor will the issuers of those
securities be subject to the reporting requirements of, the SEC. Accordingly,
there may be less publicly available information about the securities and about
the foreign company or government issuing them than is available about a
domestic company or government entity. Moreover, individual foreign economies
may differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency and balance of payment positions.

104 Phoenix Edge Series Fund

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these forces are in turn affected by a range of economic, political, financial,
governmental and other factors. Exchange rate fluctuations can affect the
series' net asset value (share price) and dividends either positively or
negatively depending upon whether foreign currencies are appreciating or
depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over
both the long and short terms.

Effective January 1, 1999, eleven European countries began converting from
their sovereign currency to the European Union common currency called the
"Euro." This conversion may expose the series to certain risks, including the
reliability and timely reporting of pricing information of the series' portfolio
holdings. In addition, one or more of the following may adversely affect
specific securities in the series' portfolio:

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance of price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

MANAGEMENT OF THE FUNDS

Seneca Capital Management LLC ("Seneca") is the investment subadvisor to the
series and is located at 909 Montgomery Street, San Francisco, California 94133.
Seneca acts as a subadvisor to 2 mutual funds and acts as investment advisor to
institutions and individuals. As of December 31, 1999, Seneca had $9.2 billion
in assets under management. Seneca has been (with its predecessor, GMG/Seneca
Capital Management LP) an investment advisor since 1989.

Subject to the direction of the Fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the general operations of the
series. Seneca, as subadvisor, is responsible for day-to-day management of the
series' portfolios.

Seneca manages the series', assets to conform with the investment policies
as described in the prospectus. The series pays PIC a monthly investment
management fee that is accrued daily against the value of that series' net
assets at the rate of 0.80% annually.

Phoenix pays Seneca an annual subadvisory fee of 0.40%.

During the series' last fiscal year, the series paid total management fees
of $88,936. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.80%. The advisory fee is greater than that
for most series; however, the Trustees have determined that it is comparable to
fees charged by other funds whose investment objectives are similar to those of
the series.

PORTFOLIO MANAGEMENT
Investment and trading decisions for the series are made by a team of
managers and analysts headed by 2 team leaders. The team leaders are primarily
responsible for the day-to-day decisions.

Gail P. Seneca is a team leader for the series. Since January 1998, Ms.
Seneca also has served as co-manager of Phoenix Equity Opportunities Series of
Phoenix Strategic Equity Series Fund and since June 1998, she has served as

Phoenix Edge Series Fund 105

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co-manager of Phoenix Mid-Cap Portfolio of Phoenix Multi-Portfolio Fund. Ms.
Seneca has been the chief executive and investment officer of Seneca or
GMG/Seneca since November 1989. From October 1987 until October 1989, she was
senior vice president of the Asset Management Division of Wells Fargo Bank, and
from October 1983 to September 1987, she was investment strategist and portfolio
manager for Chase Lincoln Bank, heading the fixed income division.

Richard D. Little is the other team leader for the series. Since January
1998, Mr. Little has served as co-manager of Phoenix Equity Opportunities Series
of Phoenix Strategic Equity Series Fund, and since June 1998, he has served as
co-manager of Phoenix Mid-Cap Portfolio of Phoenix Multi-Portfolio Fund. Mr.
Little has been director of equities with Seneca or GMG/Seneca since December
1989. Before he joined GMG/Seneca, Mr. Little held positions as an analyst,
board member, and regional manager with Smith Barney, NatWest Securities, and
Montgomery Securities.

PHOENIX-SENECA STRATEGIC THEME SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The Phoenix-Seneca Strategic Theme Series has an investment objective to
seek long-term capital appreciation through investing in securities of companies
benefiting from long-term trends in the United States and abroad. There is no
guarantee that the series will achieve its investment objective.

PRINCIPAL INVESTMENT STRATEGIES
The series will invest primarily in common stocks of companies the advisor
believes are particularly well situated to benefit from cultural, demographic,
regulatory, social or technological changes worldwide.

Examples of thematic investing would include investing in oil and gas
exploration companies during the "energy shortage" years of the late 1970s,
owning companies benefiting from the lower inflation trends during the early
1980s, investing in companies acquiring cellular franchises in the late 1980s
and technology companies during the 1990s.

The series will not invest more than 25% of its total assets in any one
industry or group of related industries.

In determining when and whether to invest in particular industries, the
advisor will establish strategic (major changes affecting markets for prolonged
periods) and tactical (focused, short-term) investment themes. Investment themes
shall generally reflect trends which appear likely to drive stocks with similar
technologies and products or which embody broad social, economic, political and
technological considerations; offer substantial appreciation potential; present
a visionary idea or creative solution; and exhibit some independence from
economic cycles. The advisor may change investment themes once it has determined
that an investment theme has become saturated or fully exploited. The advisor
may pursue one or more investment themes at any time.

The advisor will seek to identify companies which, in addition to being
considered well positioned to benefit from investment themes identified, also
are believed to possess attributes such as good financial resources,
satisfactory return on capital, enhanced industry position and superior
management skills.

[diamond] higher yields than common stocks but lower yields than comparable
nonconvertible securities;

[diamond] typically less fluctuation in value than the "underlying" common
stock, that is, the common stock that the investor receives if he
converts;

[diamond] the potential for capital appreciation if the market price of the
underlying common stock increases.

The series will invest only in the 4 highest rating categories of
convertible securities, commonly called "investment grade" securities. If the
series purchases an investment grade security that loses its investment grade
rating the series is not required to sell the security. Ratings are established
by nationally recognized statistical rating agencies. Please see the Statement
of Additional Information for a detailed list of rating categories.

The series may invest up to 35% of its net assets in securities of foreign
(non-U.S.) issuers. The series may invest in a broad range of foreign
securities, including equity, debt and convertible securities and foreign
government securities. Issuers may be in established market countries and
emerging market countries.

Please refer to the Statement of Additional Information for more detailed
information about these and other investment techniques.

RISKS RELATED TO INVESTMENT STRATEGIES

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<PAGE>

purchase shares and the time you sell shares the value of the series'
investments decreases you will lose money. The value of the series' investments
can decrease for a number of reasons. For example, changing economic conditions
may cause a decline in the value of many or even most equity and fixed income
investments. Particular industries can face poor markets for their products or
services so that companies engaged in those businesses do not do as well as
companies in other industries. Interest rate changes may improve prospects for
certain types of businesses and they may worsen prospects for others. To the
extent that the series' investments are affected by general economic declines,
declines in industries, and interest rate changes that negatively affect the
companies in which the series invests, series share values may decline. Share
values also can decline if the specific companies selected for series investment
fail to perform as the advisor expects, regardless of general economic trends,
industry trends, interest rates and other economic factors.

In addition to these general risks of investing in the series, there are
several specific risks of investing in the series that you should note.

To the extent the series invests in a single investment theme, it may be
more vulnerable to adverse economic, political or regulatory developments than
would be the case if it invested in a broader spectrum of themes, or as compared
to a broadly diversified portfolio.

The successful implementation of the thematic investment strategy used by
the advisor is dependent on the advisor's ability to:

[diamond] anticipate emerging market trends;

[diamond] exploit such investment opportunities; and

[diamond] divest such securities at the right time.

SMALL MARKET CAPITALIZATION INVESTING
The series may invest in some smaller companies. Companies with small
capitalization are often companies with a limited operating history or companies
in industries that have recently emerged due to cultural, economic, regulatory
or technological developments. Such developments can have a significant positive
or negative effect on small capitalization companies and their stock
performance. Given the limited operating history and rapidly changing
fundamental prospects, investment returns from smaller capitalization companies
can be highly volatile. Smaller companies may find their ability to raise
capital impaired by their size or lack of operating history. Product lines are
often less diversified and subject to competitive threats. Smaller
capitalization stocks are subject to varying patterns of trading volume and may,
at times, be difficult to sell.

[diamond] differences in accounting, auditing and financial reporting standards;

[diamond] generally higher commission rates on foreign portfolio transactions;

[diamond] differences and inefficiencies in transaction settlement systems;

[diamond] the possibility of expropriation or confiscatory taxation;

[diamond] adverse changes in investment or exchange control regulations;

[diamond] political instability; and

[diamond] potential restrictions on the flow of international capital.

Political and economic uncertainty as well as relatively less public
information about investments may negatively impact the series' portfolio.

Many of the foreign securities held by the series will not be registered
with, nor will the issuers of those securities be subject to the reporting
requirements of, the SEC. Accordingly, there may be less publicly available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payment positions.

Effective January 1, 1999, 11 European countries began converting from their
sovereign currency to the European

Phoenix Edge Series Fund 107

<PAGE>

Union common currency called the "Euro." This conversion may expose the series
to certain risks, including the reliability and timely reporting of pricing
information of the series' portfolio holdings. In addition, one or more of the
following may adversely affect specific securities in the series' portfolio:

[diamond] known trends or uncertainties related to the Euro conversion that an
issuer reasonably expects will have a material impact on revenues,
expenses or income from its operations;

[diamond] currency exchange rate risk and derivatives exposure (including the
disappearance of price sources, such as certain interest rate
indices); and

[diamond] potential tax consequences.

If the advisor believes that market conditions are not favorable to the
series' principal strategies the series may invest without limit in U.S.
government securities and in money market instruments. When this happens, the
series may not achieve its investment objective.

MANAGEMENT OF THE SERIES

Subject to the direction of the fund's Board of Trustees, PIC is responsible
for managing the series' investment program and the day-to-day management of the
domestic portion of the series' portfolio. PIC manages the series' assets to
conform with the investment policies as described in this prospectus. The series
pays PIC a monthly investment management fee that is accrued daily against the
value of the series' net assets at the following rates.

--------------------------------------------------------------
FIRST NEXT OVER
$250,000,000 $250,000,000 $500,000,000
--------------------------------------------------------------
Management Fee 0.75% 0.70% 0.65%
--------------------------------------------------------------

During the series' last fiscal year, the series paid total management fees
of $868,675. The ratio of management fees to average net assets for the fiscal
year ended December 31, 1999 was 0.75%.

PORTFOLIO MANAGEMENT
Investment decisions for the Phoenix-Seneca Strategic Theme Series are made
by a team of equity investment professionals.

INVESTMENT RESTRICTIONS
--------------------------------------------------------------------------------

The Fund may not invest more than 25% of the assets of any one series in any
one industry (except that the Phoenix-Goodwin Money Market and Phoenix-Oakhurst
Strategic Allocation Series may invest more than 25% of their assets in the
banking industry and the Phoenix-Duff & Phelps Real Estate Securities Series may
invest at least 75% of its assets in the real estate industry). If the Fund
makes loans of the portfolio securities of any series (other than
Phoenix-Federated U.S. Government Bond Series), the market value of the
securities loaned may not exceed 25% of the market value of the total assets of
such series (33-1/3% of the total assets of the Phoenix-Morgan Stanley Focus
Equity Series).

In addition to the investment restrictions described above, each series'
investment program is subject to further restrictions which are described in the
Statement of Additional Information. Certain restrictions for each series, as
identified in the Statement of Additional Information, are fundamental and may
not be changed without shareholder approval.

PORTFOLIO TURNOVER
--------------------------------------------------------------------------------

Each series pays brokerage commissions for purchases and sales of portfolio
securities. A high rate of portfolio turnover involves a correspondingly greater
amount of brokerage commissions and other costs which must be borne directly by
a series and thus indirectly by its shareholders. It also may result in the
realization of larger amounts of short-term

108 Phoenix Edge Series Fund

<PAGE>

capital gains, which are taxable to shareholders as ordinary income. The rate of
portfolio turnover is not a limiting factor when the Advisor deems changes
appropriate. It is anticipated that the turnover rate for the Phoenix-J.P Morgan
Research Enhanced Index, Phoenix-Engemann Nifty Fifty, Phoenix-Seneca Mid-Cap
Growth, Phoenix-Oakhurst Growth and Income, Phoenix-Hollister Value Equity and
Phoenix-Schafer Mid-Cap Value Series generally will not exceed 100%. Although
securities for the Phoenix-Seneca Strategic Theme Series are not purchased for
the short-term, the Advisor's strict sell discipline may result in rates of
portfolio turnover equivalent to those identified by the SEC as appropriate for
capital appreciation funds with substantial short-term trading. The Advisor's
approach dictates that underperforming securities and securities not consistent
with prevailing themes will be sold. Portfolio turnover rate is calculated by
dividing the lesser of purchases or sales of portfolio securities during the
fiscal year by the monthly average of the value of the series' securities
(excluding short-term securities). The turnover rate may vary greatly from year
to year and may be affected by cash requirements for redemptions of shares of a
series and by compliance with provisions of the Internal Revenue Code, relieving
investment companies which distribute substantially all of their net income from
federal income taxation on the amounts distributed. The rates of portfolio
turnover for each series (other than the Phoenix-Goodwin Money Market,
Phoenix-Engemann Nifty Fifty, Phoenix-Seneca Mid-Cap Growth, Phoenix-Oakhurst
Growth and Income, Phoenix-Hollister Value Equity, Phoenix-Bankers Trust Dow 30,
Phoenix-Federated U.S. Government Bond, Phoenix-Janus Equity Income,
Phoenix-Janus Flexible Income, Phoenix-Janus Growth, Phoenix-Morgan Stanley
Focus Equity, and Phoenix-Schafer Mid-Cap Value Series) are set forth under
"Financial Highlights." For more information regarding the consequences related
to a high portfolio turnover rate, see "Portfolio Transactions and Brokerage"
and "Dividends, Distributions and Taxes" in the Statement of Additional
Information.

THE FUND AND ITS MANAGEMENT
--------------------------------------------------------------------------------

The Fund is a mutual fund, technically known as an open-end management
investment company. The Board of Trustees supervises the business affairs and
investments of the Fund, which is managed on a daily basis by the Fund's
investment advisors. The Fund was organized as a Massachusetts business trust on
February 18, 1986. The Fund issues shares of beneficial interest in 21 series.

The Statement of Additional Information contains a list of the members of
the Board of Trustees and the officers of the Fund.

SHARES OF BENEFICIAL INTEREST
--------------------------------------------------------------------------------

The Fund currently has 21 series of shares of beneficial interest. Shares
(including fractional shares) of each series have equal rights with regard to
voting, redemptions, dividends, distributions and liquidations with respect to
that series. All voting rights of the Accounts as shareholders are passed
through to the contract owners and policyowners. Shareholders of all series
currently vote on the election of Trustees and other matters. On matters
affecting an individual series (such as approval of an Investment Advisory
Agreement or a change in fundamental investment policies), a separate vote of
that series is required.

Fund shares attributable to any Phoenix, PHL Variable or PLAC assets and
Fund shares for which no timely instructions from contract owners or
policyowners are received will be voted by Phoenix, PHL Variable and PLAC in the
same proportion as those shares in that series for which instructions are
received.

Shares are fully paid, nonassessable, redeemable and fully transferable when
they are issued. Shares do not have cumulative voting rights, preemptive rights
or subscription rights.

The assets received by the Fund for the issue or sale of shares of each
series, and all income, earnings, profits and proceeds thereof, subject only to
the rights of creditors, are allocated to such series, and constitute the
underlying assets of such series. The underlying assets of each series are
required to be segregated on the books of account, and are to be charged with
the expenses of the series and with a share of the general expenses of the Fund.
Any general expenses of the Fund not readily identifiable as belonging to a
particular series shall be allocated by or under the direction of the Trustees
in such manner as the Trustees determine to be fair and equitable.

Unlike the stockholders of a corporation, there is a possibility that the
Accounts as shareholders of a business trust such as the Fund may be liable for
debts or claims against the Fund. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Fund and that every written agreement, undertaking or
obligation made or issued by the Fund shall contain a provision to that effect.
The Declaration of Trust provides for indemnification out of the Fund's property
for all losses and expenses of any shareholder held personally liable for the
obligations of the Fund. Thus, the risk of the Accounts, as shareholders,
incurring loss because of shareholder liability is limited to circumstances in
which the Fund itself would be unable to meet its obligations. Phoenix, PHL
Variable and PLAC, as the sole shareholders, have a fiduciary duty to bear this
risk and contract owners and policyowners are fully and completely insulated
from risk.

NET ASSET VALUE
--------------------------------------------------------------------------------

The net asset value per share of each series is determined as of the close
of regular trading of the NYSE on days when the NYSE is open for trading. The
net asset

Phoenix Edge Series Fund 109

<PAGE>

value per share of a series is determined by adding the values of all
securities and other assets of the series, subtracting liabilities and dividing
by the total number of outstanding shares of the series.

The series' investments are valued at market value or, where market
quotations are not available, at fair value as determined in good faith by the
Trustees or their delegates. Foreign and domestic debt securities (other than
short-term investments) are valued on the basis of broker quotations or
valuations provided by a pricing service approved by the Trustees when such
prices are believed to reflect the fair value of such securities. Foreign and
domestic equity securities are valued at the last sale price or, if there has
been no sale that day, at the last bid price, generally. Short-term investments
having a remaining maturity of 60 days or less are valued at amortized cost,
which the Trustees have determined approximates market. For further information
about security valuations, see the Statement of Additional Information.

TAXES
--------------------------------------------------------------------------------

The Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code ("Code") and so qualified for its last
taxable year. In addition, the Fund intends to comply with the investment
diversification requirements for variable contracts contained in the Code.
Moreover, the Fund intends to distribute sufficient income to avoid imposition
of any Federal excise tax. Dividends derived from interest and distributions of
any realized capital gains are taxable, under Subchapter M, to the Fund's
shareholders, which in this case are the Accounts. The Phoenix-Aberdeen
International and Phoenix-Aberdeen New Asia Series may incur liability for
foreign income and withholding taxes on investment income. The Phoenix-Aberdeen
International and Phoenix-Aberdeen New Asia Series intend to qualify for, and
may make, an election permitted under the Code to enable the shareholder
Accounts (and therefore Phoenix) to claim a credit or deduction on Phoenix's
income tax return for the Accounts' pro rata share of the income and withholding
taxes paid by the Phoenix-Aberdeen International and Phoenix-Aberdeen New Asia
Series to foreign countries. Phoenix also will treat the foreign income taxes
paid by the series as income. contract owners and policyowners will not be
required to treat the foreign income taxes paid by the series as income or be
able to claim a credit or deduction for these taxes on their income tax returns.
For a discussion of the taxation of the Accounts, see "Federal Tax
Considerations" included in the Accounts' Prospectuses.

Although the Phoenix-Duff & Phelps Real Estate Securities Series may be a
nondiversified portfolio, the Fund intends to comply with the diversification
and other requirements of the Code applicable to "regulated investment
companies" so that it will not be subject to U.S. federal income tax on income
and capital gain distributions to shareholders. Accordingly, the Phoenix-Duff &
Phelps Real Estate Securities Series will insure that no more than 25% of its
total assets would be invested in the securities of a single issuer and that at
least 50% of its total assets is represented by cash and cash items and other
securities limited in respect of any one issuer to an amount no greater than 5%
of the total value of the assets of the series.

In addition, if the Phoenix-Duff & Phelps Real Estate Securities Series has
rental income or income from the disposition of real property acquired as a
result of a default on securities the Phoenix-Duff & Phelps Real Estate
Securities Series may own, the receipt of such income may adversely affect its
ability to retain its tax status as a regulated investment company.

110 Phoenix Edge Series Fund

<PAGE>

APPENDIX
--------------------------------------------------------------------------------

A-1 AND P-1 COMMERCIAL PAPER RATINGS
The Phoenix-Goodwin Money Market Series will invest only in commercial paper
which at the date of investment is rated A-1 by S&P or P-1 by Moody's or, if not
rated, is issued or guaranteed by companies which at the date of investment have
an outstanding debt issue rated AA or higher by S&P or Aa or higher by Moody's.

Commercial paper rated A-1 by S&P has the following characteristics:
Liquidity ratios are adequate to meet cash requirements. Long-term senior debt
is rated "A" or better. The issuer has access to at least 2 additional channels
of borrowing. Basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances. Typically, the issuer's industry is well
established and the issuer has a strong position within the industry. The
reliability and quality of management are unquestioned.

The rating P-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluation of the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks which
may be inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity; (5) amount and
quality of long-term debt; (6) trend of earnings over a period of 10 years; (7)
financial strength of a parent company and the relationship which exists with
the issuer; and (8) recognition by the management of obligations which may be
present or may arise as a result of public interest questions and preparations
to meet such obligations.

MOODY'S CORPORATE BOND RATINGS
AAA--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

AA--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA--Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

S&P'S CORPORATE BOND RATINGS
AAA--This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.

AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay principal and interest for bonds in this category
than for bonds in the A category.

Phoenix Edge Series Fund 111

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BB-B-CCC-CC--Bonds rated BB, B, CCC are regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with terms of the obligation. BB indicates the lowest
degree of speculation and CCC the highest degree of speculation. While such debt
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Ability to pay interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can be identified
which could assist the obligor in satisfying its debt service requirement.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are in imminent default in payment of interest or principal.

D--Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

112 Phoenix Edge Series Fund