PHOENIX EDGE SERIES FUND, 485BPOS, 2000-11-15

PHOENIX EDGE SERIES FUND
485BPOS, 2000-11-15

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As filed with the Securities and Exchange Commission on November 15, 2000

Registration Nos. 33-5033
811-4642
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 35 |X|
AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 38 |X|

(CHECK APPROPRIATE BOX OR BOXES)
------------------

THE PHOENIX EDGE SERIES FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
------------------

101 MUNSON STREET, GREENFIELD, MASSACHUSETTS 01301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

C/O VARIABLE PRODUCTS OPERATIONS
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
800/447-4312
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------

COPY TO:

EDWIN L. KERR, ESQ.
C/O PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
ONE AMERICAN ROW
HARTFORD, CT 06102-5056
------------------

(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------

It is proposed that this filing will become effective (check
appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b)

|X| On ( November 20, 2000 ) pursuant to paragraph (b), or
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] On ( ) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)

[ ] On ( ) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

--------------------------------------------------------------------------------
<PAGE>

THE PHOENIX EDGE SERIES FUND

CROSS-REFERENCE SHEET

SHOWING LOCATION IN PROSPECTUS (PART A) AND
STATEMENT OF ADDITIONAL INFORMATION (PART B)
OF INFORMATION REQUIRED BY FORM N-1A
PURSUANT TO RULE 495(a)

PART A

<TABLE>
<CAPTION>
FORM N-1A ITEM PROSPECTUS CAPTION
-------------- ------------------

<S> <C> <C>
1. Cover Page................................................. Cover Page

2. Synopsis................................................... Introduction

3. Condensed Financial Information............................ Financial Highlights

4. General Description of Registrant.......................... Introduction; Investment Objectives and Policies; Other
Special Investment Methods; The Fund and Its Management

5. Management of the Fund..................................... The Fund and Its Management; Custodian, Transfer Agent
and Dividend Paying Agent

6. Capital Stock and Other Securities......................... The Fund and Its Management; Shares of Beneficial Interest;
Dividends and Distributions; Taxes

7. Purchase of Securities Being Offered....................... Purchase of Shares; Net Asset Value; Redemption of Shares

8. Redemption or Repurchase................................... Purchase of Shares; Net Asset Value; Redemption of Shares

9. Pending Legal Proceedings.................................. Not Applicable
</TABLE>

PART B

<TABLE>
<CAPTION>
FORM N-1A ITEM STATEMENT OF ADDITIONAL INFORMATION CAPTION
-------------- -------------------------------------------

<S> <C> <C>
10. Cover Page................................................. Cover Page

11. Table of Contents.......................................... Table of Contents

12. General Information and History............................ The Phoenix Edge Series Fund; Investing in the Fund

13. Investment Objectives and Policies......................... Investment Policies; Investment Restrictions;
Portfolio Turnover

14. Management of the Fund..................................... Management of the Fund

15. Control Persons and Principal Holders of Securities........ Management of the Fund

16. Investment Advisory and Other Services..................... Management of the Fund; The Investment Adviser

17. Brokerage Allocation and Other Practices................... Brokerage Allocation

18. Capital Stock and Other Securities......................... Investing in the Fund; Redemption of Shares

19. Purchase, Redemption and Pricing of
Securities Being Offered.................................. Determination of Net Asset Value; Investing in the Fund;
Redemption of Shares

20. Tax Status................................................. Taxes

21. Underwriters............................................... Not Applicable

22. Calculation of Yield Quotations of Money
Market Funds.............................................. Money Market Series

23. Financial Statements....................................... Financial Statements
</TABLE>

<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 NOVEMBER 20, 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-Sanford Bernstein Global Value Series
[DIAMOND] Phoenix-Sanford Bernstein Mid-Cap Value Series
[DIAMOND] Phoenix-Sanford Bernstein Small-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-SANFORD BERNSTEIN GLOBAL VALUE SERIES ............ 50
Investment Risk and Return Summary ...................... 50
Series' Expenses ........................................ 50
Financial Highlights..................................... 50
PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES............ 51
Investment Risk and Return Summary ...................... 51
Series' Expenses ........................................ 51
Financial Highlights..................................... 52
PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES.......... 53
Investment Risk and Return Summary ...................... 53
Series' Expenses ........................................ 53
Financial Highlights..................................... 53
PHOENIX-SENECA MID-CAP GROWTH SERIES ..................... 54
Investment Risk and Return Summary ...................... 54
Series' Expenses ........................................ 55
Financial Highlights..................................... 56
PHOENIX-SENECA STRATEGIC THEME SERIES..................... 57
Investment Risk and Return Summary ...................... 57
Series' Expenses ........................................ 58
Financial Highlights..................................... 59
ADDITIONAL DISCUSSION OF EACH SERIES' INVESTMENT
STRATEGIES AND MANAGEMENT................................ 60
Phoenix-Aberdeen International Series.................... 60
Phoenix-Aberdeen New Asia Series......................... 62
Phoenix-Bankers Trust Dow 30 Series...................... 64
Phoenix-Bankers Trust Nasdaq-100 Index(R) Series......... 66
Phoenix-Duff & Phelps Real Estate Securities Series...... 68
Phoenix-Engemann Capital Growth Series................... 70
Phoenix-Engemann Nifty Fifty Series...................... 73
Phoenix-Engemann Small & Mid-Cap Growth Series........... 74
Phoenix-Federated U.S. Government Bond Series............ 76
Phoenix-Goodwin Money Market Series...................... 78
Phoenix-Goodwin Multi-Sector Fixed Income Series......... 79
Phoenix-Hollister Value Equity Series.................... 82
Phoenix-J.P. Morgan Research Enhanced Index Series....... 84
Phoenix-Janus Equity Income Series....................... 86
Phoenix-Janus Flexible Income Series..................... 88
Phoenix-Janus Growth Series.............................. 91
Phoenix-Morgan Stanley Focus Equity Series............... 93
Phoenix-Oakhurst Balanced Series......................... 96
Phoenix-Oakhurst Growth and Income Series................ 98
Phoenix-Oakhurst Strategic Allocation Series............. 101
Phoenix-Sanford Bernstein Global Value Series............ 102
Phoenix-Sanford Bernstein Mid-Cap Value Series........... 104
Phoenix-Sanford Bernstein Small-Cap Value Series......... 106
Phoenix-Seneca Mid-Cap Growth Series..................... 108
Phoenix-Seneca Strategic Theme Series.................... 111

INVESTMENT RESTRICTIONS................................... 113

PORTFOLIO TURNOVER........................................ 114
THE FUND AND ITS MANAGEMENT............................... 114
SHARES OF BENEFICIAL INTEREST............................. 114
NET ASSET VALUE........................................... 115
TAXES..................................................... 115
APPENDIX.................................................. 116

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

[GRAPHIC OMITTED]

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

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.

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 0.75%

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:

---------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------
Phoenix-Aberdeen $103 $322 $558 $1,236
International Series
---------------------------------------------------------------

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>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/00 -----------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period........ $17.19 $15.46 $14.53 $14.52 $12.70 $11.85
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).............. 0.02 0.23 0.12(1) 0.12(1) 0.11(1) 0.12(1)
Net realized and unrealized gain (loss)... (0.62) 4.13 3.94 1.61 2.25 1.02
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS........ (0.54) 4.36 4.06 1.73 2.36 1.14
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income...... (0.02) (0.25) -- (0.22) (0.19) (0.04)
Dividends from net realized gains......... (0.30) (2.24) (3.13) (1.50) (0.33) (0.25)
In excess of net investment income........ -- (0.14) -- -- (0.02) --
--- ----- --- --- ----- ---
TOTAL DISTRIBUTIONS..................... (0.32) (2.63) (3.13) (1.72) (0.54) (0.29)
----- ----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE................... (0.86) 1.73 0.93 0.01 1.82 0.85
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD.............. $16.33 $17.19 $15.46 $14.53 $14.52 $12.70
====== ====== ====== ====== ====== ======
Total Return................................ (3.10)%(3) 29.49% 27.92% 12.04% 18.65% 9.59%
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (thousands)..... $282,047 $298,973 $241,915 $194,108 $172,668 $134,455
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses........................ 0.99%(2) 1.01% 0.98% 1.01% 1.04% 1.07%
Net investment income..................... 0.93%(2) 0.81% 0.72% 0.72% 0.80% 0.95%
Portfolio turnover rate..................... 36%(3) 79% 93% 184% 142% 249%
</TABLE>

(1) Computed using average shares outstanding.
(2) Annualized.
(3) Not Annualized.

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

--------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIOD ENDED LIFE OF
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>

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED YEAR ENDED DECEMBER 31, INCEPTION
6/30/00 ----------------------- 9/17/96 TO
(UNAUDITED) 1999 1998 1997 12/31/96
----------- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period................................ $9.16 $ 6.13 $ 6.44 $ 9.96 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)...................................... 0.13(4) 0.11(4) 0.13(4) 0.15 0.05
Net realized and unrealized gain (loss)........................... (0.65) 3.00 (0.41) (3.36) (0.04)
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS................................ (0.52) 3.11 (0.28) (3.21) 0.01
----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income.............................. (0.07) (0.08) (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............................................. (0.07) (0.08) (0.03) (0.31) (0.05)
----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE........................................... (0.59) 3.03 (0.31) (3.52) (0.04)
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD...................................... $ 8.57 $ 9.16 $ 6.13 $ 6.44 $ 9.96
====== ====== ====== ====== ======
Total Return........................................................ (5.74)%(3) 50.96% (4.44)% (32.39)% 0.16%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............................. $16,829 $17,838 $ 9,510 $10,017 $11,585
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1)............................................. 1.25%(2) 1.25% 1.25% 1.25% 1.25%(2)
Net investment income............................................. 2.92%(2) 1.49% 2.09% 1.63% 2.40%(2)
Portfolio turnover rate............................................. 35%(3) 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 2.28%,
2.39%, 2.50%, 2.00% and 2.87% for the periods ended June 30, 2000, 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.

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 1.61%
-----

TOTAL ANNUAL SERIES' OPERATING EXPENSES(1,2) 1.96%
=====

(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) Other expenses and total annual series operating expenses are based on
annualized actual six-month expenses without reimbursements which were
incurred in the period ending June 30, 2000.

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 $199 $615
------------------------------------------------------------

Dividends from net investment income.......................................... (0.02) (0.01)
----- -----
TOTAL DISTRIBUTIONS......................................................... (0.02) (0.01)
----- -----
CHANGE IN NET ASSET VALUE....................................................... (0.93) 0.24
----- -----
NET ASSET VALUE, END OF PERIOD.................................................. $ 9.31 $10.24
====== ======
Total Return.................................................................... (8.94)%(2) 2.52%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)......................................... $12,794 $5,143
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)......................................................... 0.50%(1) 0.50%(1)
Net investment income......................................................... 1.06%(1) 2.75%(1)
Portfolio turnover rate......................................................... 71%(2) 1.41%(2)
</TABLE>

(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 1.96% and
7.81% for the periods ended June 30, 2000 and December 31, 1999,
respectively.

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(R) 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 Index(R) Series
------------------------------------------------------------

FINANCIAL HIGHLIGHTS
The series commenced operations August 10, 2000; therefore financial
highlights are not available.

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

[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

---------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIOD ENDED ONE LIFE OF
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
---------------------------------------------------------------

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED YEAR ENDED DECEMBER 31, INCEPTION
6/30/00 ----------------------- 5/1/95 TO
(UNAUDITED) 1999 1998 1997 1996 12/31/95
----------- ---- ---- ---- ---- --------

<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period............ $12.21 $12.28 $16.38 $14.32 $11.33 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).................. 0.35 0.65 0.78 0.50 0.50 0.33
Net realized and unrealized gain (loss) ...... 1.29 (0.09) (4.20) 2.62 3.14 1.42
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS............ 1.64 0.56 (3.42) 3.12 3.64 1.75
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income.......... (0.28) (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......................... (0.28) (0.63) (0.68) (1.06) (0.65) (0.42)
----- ----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE....................... 1.36 (0.07) (4.10) 2.06 2.99 1.33
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD.................. $13.57 $12.21 $12.28 $16.38 $14.32 $11.33
====== ====== ====== ====== ====== ======
Total Return.................................... 13.55%(2) 4.78% (21.19)% 22.05% 33.09% 17.79%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)......... $29,259 $27,350 $36,408 $54,659 $22,710 $8,473
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)......................... 1.00%(1) 1.00% 1.00% 1.00% 1.00% 1.00%(1)
Net investment income......................... 5.44%(1) 5.06% 5.07% 3.59% 4.36% 4.80%(1)
Portfolio turnover rate.......................... 7%(2) 28% 18% 41% 21% 10%(2)
</TABLE>

(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 1.26%,
1.31%, 1.01%, 1.07%, 1.43% and 1.98% for the periods ended June 30, 2000,
December 31, 1999, 1998, 1997, 1996 and 1995, respectively.

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

[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

-----------------------------------------------------------------
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.

---------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------
Phoenix-Engemann $69 $218 $379 $847
Capital Growth Series
---------------------------------------------------------------

14 Phoenix-Engemann Capital Growth Series

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/00 -----------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.......... $28.57 $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)..... 0.23 6.97 5.65 3.70 2.10 4.60
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS.......... 0.23 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........... (0.97) (2.31) (0.88) (3.43) (1.35) (2.19)
----- ----- ----- ----- ----- -----
In excess of net investment income.......... -- (0.01) -- -- -- --
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS........................ (0.97) (2.37) (0.91) (3.56) (1.53) (2.36)
----- ----- ----- ----- ----- -----
Capital contribution from Adviser........... -- 0.01 -- -- -- --
----- ----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE..................... (0.74) 4.64 4.77 0.27 0.76 2.44
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD................ $27.83 $28.57 $23.93 $19.16 $18.89 $18.13
====== ====== ====== ====== ====== ======
Total Return.................................. 0.86%(3) 29.67% 30.01% 21.07% 12.58% 30.85%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)....... $2,167,841 $2,269,090 1,876,296 $1,505,568 $1,235,395 $985,389
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses.......................... 0.67%(2) 0.68% 0.69% 0.74% 0.72% 0.75%(1)
Net investment income....................... 0.02%(2) 0.11% 0.15% 0.64% 1.03% 1.12%
Portfolio turnover rate....................... 50%(3) 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.
(2) Annualized.
(3) Not annualized.

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

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

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED YEAR INCEPTION
6/30/00 ENDED 3/2/98 TO
(UNAUDITED) 12/31/99 12/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period..................................................... $16.68 $12.62 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)........................................................... (0.03) -- 0.01(4)
Net realized and unrealized gain (loss)................................................ 0.40 4.06 2.62
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS..................................................... 0.37 4.06 2.63
----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income................................................... -- -- (0.01)
----- ----- -----
TOTAL DISTRIBUTIONS.................................................................. -- -- (0.01)
----- ----- -----
CHANGE IN NET ASSET VALUE................................................................ 0.37 4.06 2.62
----- ----- -----
NET ASSET VALUE, END OF PERIOD........................................................... $17.05 $16.68 $12.62
====== ====== ======
Total Return............................................................................. 2.26%(2) 32.15% 26.26%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).................................................. $85,425 $65,520 $13,153
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).................................................................. 1.05%(1) 1.05% 1.05%(1)
Net investment income.................................................................. (0.36)%(1) (0.12)% 0.07%(1)
Portfolio turnover rate.................................................................. 53%(2) 40% 90%(2)
</TABLE>

(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 1.20%,
1.43% and 2.58% for the periods ended June 30, 2000, December 31, 1999 and
1998, respectively.
(4) Computed using average shares outstanding.

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 commenced operations on August 10, 2000, therefore financial
highlights are not available.

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 2.46%
-----

TOTAL ANNUAL SERIES' OPERATING EXPENSES(1,2) 3.06%
=====

(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.

(2) Other expenses and total annual series operating expenses are based on
annualized actual six-month expenses without reimbursements which were
incurred in the period ending June 30, 2000.

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 $309 $945
Bond Series
-----------------------------------------------------------

20 Phoenix-Federated U.S. Government Bond Series

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED INCEPTION
6/30/00 12/15/99 TO
(UNAUDITED) 12/31/99
----------- --------
<S> <C> <C>
Net asset value, beginning of period............................................................... $9.83 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)..................................................................... 0.29 0.03
Net realized and unrealized gain (loss).......................................................... 0.49 (0.17)
----- -----
TOTAL FROM INVESTMENT OPERATIONS............................................................... 0.78 (0.14)
----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income............................................................. (0.24) (0.03)
----- -----
TOTAL DISTRIBUTIONS............................................................................ (0.24) (0.03)
----- -----
CHANGE IN NET ASSET VALUE.......................................................................... 0.54 (0.17)
----- -----
NET ASSET VALUE, END OF PERIOD..................................................................... $10.37 $9.83
====== =====
Total Return....................................................................................... 8.00%(2) (1.47)%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............................................................ $6,944 $5,076
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)............................................................................ 0.75%(1) 0.75%(1)
Net investment income............................................................................ 6.18%(1) 6.61%(1)
Portfolio turnover rate............................................................................ 1%(2) 0%(2)
</TABLE>

(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 3.06% and
8.21% for the periods ended June 30, 2000 and December 31, 1999,
respectively.

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

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>
SIX MONTHS YEAR ENDED DECEMBER 31,
6/30/00 ----------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.......... $10.00 $10.00 $10.00 $10.00 $10.00 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................ 0.28 0.47 0.50 0.50 0.50 0.56
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS........... 0.28 0.47 0.50 0.50 0.50 0.56
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income........ (0.28) (0.47) (0.50) (0.50) (0.50) (0.56)
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS........................ (0.28) (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 $10.00
====== ====== ====== ====== ====== ======
Total Return.................................. 2.82%(4) 4.82% 5.09% 4.99% 4.98% 5.55%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)....... $151,845 $235,584 $196,811 $126,607 $131,361 $102,943
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1)....................... 0.55%(3) 0.55% 0.55% 0.55% 0.55% 0.53%(2)
Net investment income....................... 5.58%(3) 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 0.56% and
0.57% for the periods ended June 30, 2000 and December 31, 1999,
respectively.
(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.
(3) Annualized.
(4) Not annualized.

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>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/00 -----------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period............... $ 8.92 $ 9.18 $10.38 $10.34 $10.22 $ 8.98
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)..................... 0.38 0.73 0.77 0.75 0.79 0.83(2)
Net realized and unrealized gain (loss).......... (0.20) (0.24) (1.17) 0.34 0.43 1.22
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS............... 0.18 0.49 (0.40) 1.09 1.22 2.05
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income............. (0.37) (0.75) (0.74) (0.77) (0.78) (0.81)
-----
Dividends from net realized gains................ -- -- (0.06) (0.28) (0.32) --
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS............................. (0.37) (0.75) (0.80) (1.05) (1.10) (0.81)
----- ----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE.......................... (0.19) (0.26) (1.20) 0.04 0.12 1.24
----- ----- ------ ----- ----- -----
NET ASSET VALUE, END OF PERIOD..................... $ 8.73 $ 8.92 $ 9.18 $10.38 $10.34 $10.22
====== ====== ====== ====== ====== ======
Total Return....................................... 2.07%(5) 5.46% (4.02)% 10.93% 12.42% 23.54%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............ $161,309 $172,836 $187,363 $191,627 $145,044 $109,046
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1)............................ 0.65%(4) 0.65% 0.64% 0.65% 0.65% 0.65%(3)
Net investment income............................ 8.45%(4) 7.79% 7.61% 7.25% 7.80% 8.55%
Portfolio turnover rate............................ 75%5 125% 160% 151% 191% 147%
</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 0.67%,
0.71%, 0.66%, 0.67% and 0.67% for the periods ended June 30, 2000 and
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.
(4) Annualized.
(5) Not annualized.

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

----------------------------------------------------------------
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>

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED YEAR INCEPTION
6/30/00 ENDED 3/2/98 TO
(UNAUDITED) 12/31/99 12/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period..................................................... $12.91 $11.03 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)........................................................... 0.03 0.04 0.05
Net realized and unrealized gain (loss)................................................ 0.92 2.63 1.03
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS..................................................... 0.95 2.67 1.08
----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income................................................... (0.01) (0.04) (0.05)
Dividends from net realized gains...................................................... (0.48) (0.75) --
----- ----- -----
TOTAL DISTRIBUTIONS.................................................................. (0.49) (0.79) (0.05)
----- ----- -----
CHANGE IN NET ASSET VALUE................................................................ 0.46 1.88 1.03
----- ----- -----
NET ASSET VALUE, END OF PERIOD........................................................... $13.37 $12.91 $11.03
====== ====== ======
Total Return............................................................................. 7.31%(2) 24.33% 10.79%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).................................................. $25,813 $17,470 $9,533
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).................................................................. 0.85%(1) 0.85% 0.85%(1)
Net investment income.................................................................. 0.51%(1) 0.41% 0.85%(1)
Portfolio turnover rate.................................................................. 90%(2) 168% 77%(2)
</TABLE>

(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 1.41%,
2.03% and 2.46% for the periods ended June 30, 2000 and 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 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

----------------------------------------------------------------
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 Index2 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>
SIX MONTHS YEAR ENDED FROM
ENDED DECEMBER 31, INCEPTION
6/30/00 ------------ 7/15/97 TO
(UNAUDITED) 1999 1998 12/31/97
----------- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period........................................... $14.64 $13.08 $10.49 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................................................. 0.06 0.12 0.12 0.05
Net realized and unrealized gain (loss)...................................... (0.29) 2.33 3.19 0.54
----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS........................................... (0.23) 2.45 3.31 0.59
----- ----- ----- -----
LESS DISTRIBUTIONS (0.04)
Dividends from net investment income......................................... (0.12) (0.12) (0.05)
Dividends from net realized gains............................................ (0.34) (0.77) (0.60) (0.05)
----- ----- ----- -----
TOTAL DISTRIBUTIONS........................................................ (0.38) (0.89) (0.72) (0.10)
----- ----- ----- -----
CHANGE IN NET ASSET VALUE...................................................... (0.61) 1.56 2.59 0.49
----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD................................................. $14.03 $14.64 $13.08 $10.49
====== ====== ====== ======
Total Return................................................................... (1.61)%(3) 18.86% 31.68% 5.83%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)........................................ $124,390 $131,860 $69,522 $30,851
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses2.......................................................... 0.55%(1) 0.55% 0.55% 0.55%(1)
Net investment income........................................................ 0.83%(1) 0.95% 1.08% 1.46%(1)
Portfolio turnover rate........................................................ 26%(3) 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 0.68%,
0.75%, 0.82% and 1.05% for the periods ended June 30, 2000 and 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 2.70%
-----

TOTAL ANNUAL SERIES' OPERATING EXPENSES(1,2) 3.55%
=====

(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.

(2) Other expenses and total annual series operating expenses are based on
annualized actual six-month expenses without reimbursements which were
incurred in the period ending June 30, 2000.

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 $358 $1,088
Income Series
------------------------------------------------------------

Phoenix-Janus Equity Income Series 33

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED INCEPTION
6/30/00 12/15/99 TO
(UNAUDITED) 12/31/99
----------- --------
<S> <C> <C>
Net asset value, beginning of period................................................................. $10.59 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)....................................................................... 0.01 0.01
Net realized and unrealized gain (loss)............................................................ 0.07 0.58
------ -----
TOTAL FROM INVESTMENT OPERATIONS................................................................. 0.08 0.59
------ -----
LESS DISTRIBUTIONS:
Dividends from net investment income............................................................... (0.008) --
------ -----
TOTAL DISTRIBUTIONS.............................................................................. (0.008) --
------ -----
CHANGE IN NET ASSET VALUE............................................................................ 0.07 0.59
------ -----
NET ASSET VALUE, END OF PERIOD....................................................................... $10.66 $10.59
====== ======
Total Return......................................................................................... 0.73%(2) 5.86%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).............................................................. $10,514 $2,304
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).............................................................................. 1.00%(1) 1.00%(1)
Net investment income.............................................................................. 0.61%(1) 1.89%(1)
Portfolio turnover rate.............................................................................. 40%(2) 11%(2)
</TABLE>

(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 3.55% and
18.81% for the period ended June 30, 2000 and December 31, 1999,
respectively.

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 2.18%
-----

TOTAL ANNUAL SERIES' OPERATING EXPENSES(1,2) 2.98%
=====

(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.

(2) Other expenses and total annual series operating expenses are based on
annualized actual six-month expenses without reimbursements which were
incurred in the period ending June 30, 2000.

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 $301 $921
Income Series
------------------------------------------------------------

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED INCEPTION
6/30/00 12/15/99 TO
(UNAUDITED) 12/31/99
----------- --------
<S> <C> <C>
Net asset value, beginning of period.......................................................... $ 9.98 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................................................................ 0.27 0.02
Net realized and unrealized gain (loss)..................................................... (0.19) (0.02)
----- -----
TOTAL FROM INVESTMENT OPERATIONS.......................................................... 0.08 --
----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income........................................................ (0.15) (0.02)
----- -----
TOTAL DISTRIBUTIONS....................................................................... (0.15) (0.02)
----- -----
CHANGE IN NET ASSET VALUE..................................................................... (0.07) (0.02)
----- ------
NET ASSET VALUE, END OF PERIOD................................................................ $ 9.91 $ 9.98
====== ======
Total Return.................................................................................. 0.76%(2) 0.02%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)....................................................... $8,261 $5,232
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)....................................................................... 0.95%(1,4,5) 0.95%(1)
Net investment income....................................................................... 6.57%(1) 4.81%(1)
Portfolio turnover rate....................................................................... 85%(2) 0%(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 8.18% for the
period ended December 31, 1999.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets (including custody
credits) would have been 2.98% for the period ended June 30, 2000.
(5) For the six months ended June 30, 2000, the ratio of operating expenses to
average net assets includes the effect of expense offsets for custodian
fees, if expense offsets were excluded, the ratio would have been 1.06%.

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

Phoenix-Janus Growth Series 37

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED INCEPTION
6/30/00 12/15/99 TO
(UNAUDITED) 12/31/99
----------- --------
<S> <C> <C>
Net asset value, beginning of period................................................................. $10.60 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)....................................................................... 0.03 0.01
Net realized and unrealized gain (loss)............................................................ 0.73 0.59
------ -----
TOTAL FROM INVESTMENT OPERATIONS................................................................. 0.76 0.60
------ -----
LESS DISTRIBUTIONS:
Dividends from net investment income............................................................... (0.022) --
------- -----
TOTAL DISTRIBUTIONS.............................................................................. (0.002) --
------ -----
CHANGE IN NET ASSET VALUE............................................................................ 0.76 0.60
------ -----
NET ASSET VALUE, END OF PERIOD....................................................................... $11.36 $10.60
====== ======
Total Return......................................................................................... 7.22%(2) 6.00%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).............................................................. $53,027 $3,275
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).............................................................................. 1.00%(1) 1.00%(1)
Net investment income.............................................................................. 0.81%(1) 1.61%(1)
Portfolio turnover rate.............................................................................. 3%(2) 0%(2)
</TABLE>

(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 1.39% and
17.29% for the periods ended June 30, 2000 and 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 2.34%
-----

TOTAL ANNUAL SERIES' OPERATING EXPENSES(1,2) 3.19%
=====

(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.

(2) Other expenses and total annual series operating expenses are based on
annualized actual six-month expenses without reimbursements which were
incurred in the period ending June 30, 2000.

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 $322 $983
Series
------------------------------------------------------------

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED INCEPTION
6/30/00 12/15/99 TO
(UNAUDITED) 12/31/99
----------- --------
<S> <C> <C>
Net asset value, beginning of period................................................................. $10.63 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)....................................................................... (0.02) --
Net realized and unrealized gain (loss)............................................................ 0.56 0.63
----- -----
TOTAL FROM INVESTMENT OPERATIONS................................................................. 0.54 0.63
----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income............................................................... -- --
Dividends from net realized gains.................................................................. (0.01) --
----- ----
TOTAL DISTRIBUTIONS.............................................................................. (0.01) --
----- ----
CHANGE IN NET ASSET VALUE............................................................................ 0.53 0.63
----- -----
NET ASSET VALUE, END OF PERIOD....................................................................... $11.16 $10.63
====== ======
Total Return......................................................................................... 5.04%(2) 6.31%2
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands).............................................................. $7,839 $5,402
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3).............................................................................. 1.00%(1) 1.00%(1)
Net investment income.............................................................................. (0.33)%(1) 0.39%(1)
Portfolio turnover rate.............................................................................. 48%(2) 2%(2)
</TABLE>

(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 3.19% and
8.11% for the periods ended June 30, 2000 and December 31, 1999,
respectively.

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

-------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE LIFE OF
(FOR THE PERIOD ENDED 12/31/99) 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
---------------------------------------------------------------

42 Phoenix-Oakhurst Balanced Series

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/00 -----------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period........ $14.44 $13.74 $12.26 $12.06 $12.30 $10.53
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).............. 0.20 0.34 0.33 0.38 0.36 0.40(1)
Net realized and unrealized gain (loss)... (0.03) 1.22 1.94 1.73 0.89 2.02
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS........ 0.17 1.56 2.27 2.11 1.25 2.42
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income...... (0.18) (0.34) (0.32) (0.40) (0.35) (0.40)
Dividends from net realized gains......... (0.18) (0.52) (0.47) (1.51) (1.14) (0.25)
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS..................... (0.36) (0.86) (0.79) (1.91) (1.49) (0.65)
----- ----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE................... (0.19) 0.70 1.48 0.20 (0.24) 1.77
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD.............. $14.25 $14.44 $13.74 $12.26 $12.06 $12.30
====== ====== ====== ====== ====== ======
Total Return ............................... 1.20%(4) 11.57% 19.01% 17.93% 10.56% 23.28%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)..... $270,475 $293,915 $280,056 $231,180 $204,285 $193,302
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses........................ 0.68%(3) 0.70% 0.68% 0.71% 0.68% 0.65%(2)
Net investment income..................... 2.80%(3) 2.43% 2.58% 2.92% 2.93% 3.44%
Portfolio turnover rate..................... 31%(4) 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.
(3) Annualized.
(4) Not annualized.

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

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.

---------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------
Phoenix-Oakhurst
Growth and $103 $322 $558 $1,236
Income Series
---------------------------------------------------------------

Phoenix-Oakhurst Growth and Income Series 45

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED YEAR INCEPTION
6/30/00 ENDED 3/2/98 TO
(UNAUDITED) 12/31/99 12/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period............................................ $13.53 $11.99 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).................................................. 0.03 0.07 0.05
Net realized and unrealized gain (loss)....................................... 0.02 1.97 1.99
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS............................................ 0.05 2.04 2.04
----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income.......................................... (0.02) (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......................................................... (0.02) (0.50) (0.05)
----- ----- -----
CHANGE IN NET ASSET VALUE....................................................... 0.03 1.54 1.99
----- ----- -----
NET ASSET VALUE, END OF PERIOD.................................................. $13.56 $13.53 $11.99
====== ====== ======
Total Return.................................................................... 0.34%(2) 17.00% 20.45%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)......................................... $110,588 $101,834 $41,860
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)......................................................... 0.85%(1) 0.85% 0.85%(1)
Net investment income......................................................... 0.50%(1) 0.71% 1.02%(1)
Portfolio turnover rate......................................................... 30%(2) 52% 81%(2)
</TABLE>

(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 0.95%,
1.01% and 1.46% for the periods ended June 30, 2000 and 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 LIFE OF
(FOR THE PERIOD ONE FIVE TEN THE
ENDED 12/31/99) YEAR YEARS YEARS SERIES(1)
------------------------------------------------------------------
Phoenix-Oakhurst
Strategic Allocation 11.26% 15.90% 13.22% 13.52%
Series
------------------------------------------------------------------
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 $72 $224 $390 $871
Series
----------------------------------------------------------------

48 Phoenix-Oakhurst Strategic Allocation Series

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/00 -----------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period............... $16.18 $15.65 $14.12 $13.65 $13.63 $12.68
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)..................... 0.22 0.36 0.29 0.32 0.32 0.45
Net realized and unrealized gain (loss).......... (0.02) 1.36 2.57 2.46 0.91 1.84
----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS............... 0.20 1.72 2.86 2.78 1.23 2.29
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends from net investment income............. (0.19) (0.36) (0.28) (0.33) (0.31) (0.45)
Dividends from net realized gains................ (0.21) (0.83) (1.05) (1.98) (0.90) (0.89)
----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS............................. (0.40) (1.19) (1.33) (2.31) (1.21) (1.34)
----- ----- ----- ----- ----- -----
CHANGE IN NET ASSET VALUE.......................... (0.20) 0.53 1.53 0.47 0.02 0.95
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD..................... $15.98 $16.18 $15.65 $14.12 $13.65 $13.63
====== ====== ====== ====== ====== ======
Total Return....................................... 1.22%(3) 11.26% 20.79% 20.73% 9.05% 18.22%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............ $440,598 $476,709 $480,897 $429,002 $374,244 $353,838
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses............................... 0.69%(2) 0.70% 0.68% 0.71% 0.70% 0.67%(1)
Net investment income............................ 2.63%(2) 2.21% 1.97% 2.09% 2.26% 3.28%
Portfolio turnover rate............................ 30%(3) 65% 139% 368% 287% 170%
</TABLE>

Phoenix-Oakhurst Allocation Series 49

<PAGE>

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES
--------------------------------------------------------------------------------

INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
Phoenix-Sanford Bernstein Global Value Series has an investment objective of
long-term capital growth through investment in equity securities of foreign and
U.S. companies. There is no guarantee that the series will achieve its
objective.

PRINCIPAL INVESTMENT STRATEGIES
[DIAMOND] The series will invest primarily in equity securities of non-U.S.
companies in major developed nations in Europe and the Far East,
in Australia, and in Canada. The series also will invest in
securities of U.S. companies. The adviser will use a
value-oriented approach to stock selection.

[DIAMOND] The series will invest primarily in common stocks, but may also
invest in convertible securities, preferred stock, and warrants of
foreign issuers, including sponsored or unsponsored American
Depository Receipts and Global Depository Receipts.

[DIAMOND] The series will generally invest a portion of its uncommitted cash
balances in futures contracts to expose that portion of the series
to the equity markets.

[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 subadvisor expects to increase in value. 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 value approach to investing involves the risk that the value of the
security will not be recognized for an unexpectedly long period of time, and
that the security is not undervalued but is appropriately priced due to
fundamental problems not yet apparent.

PERFORMANCE TABLES
The Phoenix-Sanford Bernstein Global Value 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 0.90%

Distribution and Service (12b-1) Fees None

Other Expenses(1) 0.85%
-----

TOTAL ANNUAL SERIES' OPERATING EXPENSES(2) 1.75%
=====

(1) The series investment advisor has agreed to reimburse through December 31,
2000 the series' expenses other than management fees to the extent that 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-Sanford Bernstein $178 $551
Global Value Series

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

FINANCIAL HIGHLIGHTS
The series has not yet commenced operations.

50 Phoenix-Sanford Bernstein Global Value Series

<PAGE>

PHOENIX-SANFORD BERNSTEIN MID-CAP
VALUE SERIES
--------------------------------------------------------------------------------

INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVE
Investment objective of the Phoenix-Sanford Bernstein 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-Sanford Bernstein 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.

The Board of Trustees of the Fund terminated the Series' subadvisory
contract with Schafer Capital Management, Inc. and approved a subadvisory
contract with Sanford C. Bernstein & Co., Inc. Both actions were effective at
the close of business on September 30, 2000.

There will be no changes in the Investment Objective, Principal Investment
Strategies or Principal Risks of this Series, nor will there be any changes to
the fees and expenses applicable to this Series.

PHOENIX-SANFORD BERNSTEIN 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). Please note that Schafer Capital
Management, Inc. served as subadvisor for this series until September 30,
2000. Alliance Capital Management L.P. through its Bernstein Investment
Research and Management Unit ("Alliance") now serves as subadvisor.

-----------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF
(FOR THE PERIOD ENDED 12/31/99)(1) YEAR THE SERIES(2)
-----------------------------------------------------------------
Phoenix-Sanford Bernstein -10.28% -11.76%
Mid-Cap Value 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. Please note that Schafer Capital
Management, Inc. served as subadvisor for this series until September 30,
2000. Alliance Capital Management L.P. through its Bernstein Investment
Research and Management Unit ("Alliance") now serves as subadvisor.

(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.

Phoenix-Sanford Bernstein Mid-Cap Value Series 51

<PAGE>

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(1) 2.58%
=====

(1) The series' investment advisor has agreed to reimburse through December 31,
2000 the Phoenix-Sanford Bernstein 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.

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-Sanford
Bernstein Mid-Cap
Value Series $261 $802 $1,370 $2,915
--------------------------------------------------------------

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. Please note that Schafer
Capital Management, Inc. served as subadvisor for this series until
September 30, 2000. Alliance Capital Management L.P. through its Bernstein
Investment Research and Management Unit ("Alliance") now serves as subadvisor.

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED YEAR INCEPTION
6/30/00 ENDED 3/2/98 TO
(UNAUDITED) 12/31/99 12/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period............................................ $ 7.82 $ 8.84 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss).................................................. 0.02 0.11 0.03(4)
Net realized and unrealized gain (loss)....................................... (0.24) (1.02) (1.16)
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS............................................ (0.22) (0.91) (1.13)
----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income.......................................... (0.01) (0.11) (0.03)
TOTAL DISTRIBUTIONS......................................................... (0.01) (0.11) (0.03)
----- ----- -----
CHANGE IN NET ASSET VALUE....................................................... (0.23) (1.02) (1.16)
----- ----- -----
NET ASSET VALUE, END OF PERIOD.................................................. $7.59 $7.82 $8.84
===== ===== =====
Total Return.................................................................... (2.81)%(2) (10.28)% (11.37)%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)......................................... $9,601 $8,635 $7,896
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3)......................................................... 1.20%(1) 1.20% 1.20%(1)
Net investment income......................................................... 0.51%(1) 1.40% 0.52%(1)
Portfolio turnover rate......................................................... 6%(2) 29% 21%(2)
</TABLE>

(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 2.47%,
2.58% and 2.77% for the periods ended June 30, 2000, December 31, 1999 and
1998, respectively.
(4) Computed using average shares outstanding.

52 Phoenix-Sanford Bernstein Mid-Cap Value Series

<PAGE>

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES
--------------------------------------------------------------------------------

INVESTMENT RISK AND RETURN SUMMARY

INVESTMENT OBJECTIVES
Phoenix-Sanford Bernstein Small-Cap Value Series has an investment objective
of long-term capital appreciation by investing primarily in small-capitalization
stocks that appear to be undervalued. There is no guarantee that the series will
achieve its objective.

PRINCIPAL INVESTMENT STRATEGIES
[DIAMOND] The series will invest primarily in common stocks with favorable
prospects for capital appreciation. The subadvisor will use a
value-oriented approach to stock selection.

[DIAMOND] The series will invest in the stock of companies with favorable
price/book and price/earnings ratios or dividend yield determined
through in-depth research carried out by the subadvisor.

[DIAMOND] The series will generally invest in 80-100 stocks diversified
across 30 industries.

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

PERFORMANCE TABLES
The Phoenix-Sanford Bernstein Small-Cap Value 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 1.05%

Distribution and Service (12b-1) Fees None

Other Expenses(1) 0.85%
-----
TOTAL ANNUAL SERIES' OPERATING EXPENSES2 1.90%
=====

(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-Sanford Bernstein $193 $597
Small-Cap Value Series

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

FINANCIAL HIGHLIGHTS
The series has not yet commenced operations.

Phoenix-Sanford Bernstein Small-Cap Value Series 53

<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.

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.

54 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

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

Phoenix-Seneca Mid-Cap Growth Series 55

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED YEAR INCEPTION
6/30/00 ENDED 3/2/98 TO
(UNAUDITED) 12/31/99 12/31/98
----------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period................................................ $17.28 $12.16 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)...................................................... (0.02) --(4) 0.01(4)
Net realized and unrealized gain (loss)........................................... 4.11 5.54 2.16
----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS................................................ 4.09 5.54 2.17
----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income.............................................. -- -- (0.01)
----- ----- -----
Dividends from net realized gains................................................. (0.63) (0.42) --
----- ----- -----
TOTAL DISTRIBUTIONS............................................................. (0.63) (0.42) (0.01)
----- ----- -----
CHANGE IN NET ASSET VALUE........................................................... 3.46 5.12 2.16
----- ----- -----
NET ASSET VALUE, END OF PERIOD...................................................... $20.74 $17.28 $12.16
====== ====== ======
Total Return........................................................................ 23.72%(2) 45.62% 21.75%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)............................................. $48,737 $21,857 $7,897
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses3............................................................... 1.05%(1) 1.05% 1.05%(1)
Net investment income (loss)...................................................... (0.28)%(1) (0.33)% 0.15%(1)
Portfolio turnover rate............................................................. 76%(2) 169% 127%(2)
</TABLE>

(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 1.27%,
2.04% and 2.82% for the periods ended June 30, 2000, December 31, 1999 and
1998, respectively.
(4) Computed using average shares outstanding.

56 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

Phoenix-Seneca Strategic Theme Series 57

<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
---------------------------------------------------------------

58 Phoenix-Seneca Strategic Theme Series

<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS FROM
ENDED YEAR ENDED DECEMBER 31, INCEPTION
6/30/00 ---------------------- 1/29/96 TO
(UNAUDITED) 1999 1998 1997 12/31/96
----------- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period...................... $20.21 $15.40 $11.32 $10.98 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)............................ (0.04) -- 0.01 0.05 0.04
Net realized and unrealized gain (loss)................. 3.19 8.19 5.03 1.82 0.99
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS...................... 3.15 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................................. 3.15 4.81 4.08 0.34 0.98
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD............................ $23.36 $20.21 $15.40 $11.32 $10.98
====== ====== ====== ====== ======
Total Return.............................................. 15.62%(2) 54.98% 44.69% 17.16% 10.33%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)................... $244,538 $177,351 $75,098 $47,620 $25,972
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses...................................... 0.92%(1) 0.97% 0.99% 1.00%(3) 1.00%(1,3)
Net investment income (loss)............................ (0.37)%(1) (0.18)% (0.01)% 0.42% 0.64%(1)
Portfolio turnover rate................................... 38%(2) 150% 364% 642% 391%(2)
</TABLE>

(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 1.14% and
1.28% for the periods ended December 31, 1997 and 1996, respectively.

Phoenix-Seneca Strategic Theme Series 59

<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.

60 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 61
<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

62 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; and

[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 63
<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
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 assets under 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.

64 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 65
<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.

66 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 of the equation
by which the series is to be converted into

Phoenix Edge Series Fund 67
<PAGE>

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

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;

[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

68 Phoenix Edge Series Fund
<PAGE>

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. 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

Phoenix Edge Series Fund 69
<PAGE>

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.

-------------------------------------------------------------------------------
1ST BILLION $1+ 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 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

70 Phoenix Edge Series Fund
<PAGE>

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.

Phoenix Edge Series Fund 71
<PAGE>

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%.

72 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 73
<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.

74 Phoenix Edge Series Fund
<PAGE>

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 75
<PAGE>

-------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ONE THREE SINCE
(FOR THE PERIODS ENDING 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:

76 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 77
<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.

78 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 79
<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.

80 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 81
<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.

82 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 83

<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- 0.70% 0.65% 0.60%
Hollister Value
Equity 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.

84 Phoenix Edge Series Fund
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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 85
<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.

86 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 87
<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

88 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] 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] 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.

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 89
<PAGE>

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.

90 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 91
<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

92 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 RUSSELL 1000
GROWTH 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 93
<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

94 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 95
<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

96 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.

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.

[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 97
<PAGE>

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

98 Phoenix Edge Series Fund
<PAGE>

"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 99

<PAGE>

[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 Fee 0.70% 0.65% 0.60%
-------------------------------------------------------------------------------

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

100 Phoenix Edge Series Fund
<PAGE>

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 101
<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 Fee 0.60% 0.55% 0.50%
-------------------------------------------------------------------------------

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-SANFORD BERNSTEIN GLOBAL VALUE
SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
The series' investment objective is long-term capital growth through
investments in equity securities of foreign and U.S. companies. There is no
guarantee that the series will achieve its investment objective.

PRINCIPAL INVESTMENT STRATEGIES
The series invests primarily in a diversified portfolio of securities of
non-U.S. issuers in various economic sectors. The series also may invest in
securities of U.S. companies. The series may invest in any region of the world.
The subadvisor will employ a value-oriented approach to stock selection.

The series will invest primarily in common stocks. The series also will
invest in other equity securities, including preferred stocks, securities
convertible into common stocks, and warrants. Although the series intends to
invest primarily in established companies, the series may invest in

102 Phoenix Edge Series Fund
<PAGE>

securities of issuers of any size, in countries with developed markets and
countries with emerging markets. The series seeks to outperform the foreign
stock markets.

In order to hedge a portion of the currency risk, the series will generally
invest in foreign currency futures contracts or foreign currency forward
contracts with terms up to one year. The series will also purchase foreign
currency for immediate settlement in order to purchase foreign securities.

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 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

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.

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 U.S. 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.

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.

Phoenix Edge Series Fund 103
<PAGE>

country would be too small. The series may invest up to 10% of its assets in
the shares of other mutual funds. 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 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 10 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

Alliance Capital Management L.P. through its Bernstein Investment
Research and Management Unit ("Alliance"), serves as subadvisor to the
Phoenix-Sanford Bernstein Global Equity Series. Alliance's principal place of
business is located at 767 Fifth Avenue, New York, New York 10153. As of March
31, 2000, Sanford Bernstein had approximately $394 billion in assets under
management.

Subject to the direction of the Fund's Board of Trustees, PVA is responsible
for overseeing the series' investment program. Alliance 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 0.90%.

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

PORTFOLIO MANAGEMENT

Investment decision-making responsibility rests with Alliance's Global
Equity Investment Policy Group, which includes the firm's chairman, chief
investment officer, director of research and senior portfolio managers.

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
Phoenix-Sanford Bernstein 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 subadvisor 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.

[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 subadvisor 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'

104 Phoenix Edge Series Fund
<PAGE>

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.

[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.

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 10 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.

Phoenix Edge Series Fund 105
<PAGE>

THE SUBADVISOR

Alliance Capital Management L.P. through its Bernstein Investment Research
and Management Unit ("Alliance"), serves as subadvisor to the Phoenix-Sanford
Bernstein Mid-Cap Value Series. Alliance's principal place of business is
located at 767 Fifth Avenue, New York, New York 10153. As of March 31, 2000,
Alliance had approximately $394 billion in assets under management.

Subject to the direction of the Fund's Board of Trustees, PVA is responsible
for overseeing the series' investment program. Alliance 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%.

Prior to October 1, 2000, Schafer Capital Management, Inc. served as
subadvisor to the series.

PORTFOLIO MANAGEMENT

Investment decision- making responsibility rests with Alliance's
Small/Mid-Cap Equity Investment Policy Group, which includes the firm's
chairman, chief investment officer, director of research and senior portfolio
managers. Day-to-day management of the series' portfolio will be overseen by
Alliance's Director of Research and Chief Investment Officer for
Small/Mid-Cap Equities.

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE
SERIES

INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE
Phoenix-Sanford Bernstein Small-Cap Value Series has an investment objective
of long-term capital appreciation. Current income is a secondary investment
objective. There is no guarantee that the series will achieve its investment
objective.

PRINCIPAL INVESTMENT STRATEGIES
The series will generally invest in securities the subadvisor believes offer
the possibility of increase in value. The series will invest in securities whose
current stock prices do not appear to adequately reflect their underlying value
as measured by price/book and price/earnings ratios or dividend yield.

The subadvisor will monitor earnings-estimate revisions and tends to delay
purchase while negative revisions are being reflected in the market. A security
generally will be sold when the subadvisor determines it no longer ranks in the
top of half of the subadvisor's choices based on valuation and risk criteria.
Sale of a stock that has reached the market target may be delayed when earnings
expectations are rising.

The subadvisor chooses the stocks by screening 2,000 stocks to identify the
most attractive classic value measures. The subadvisor will work to reduce
volatility by subjecting the securities to reliability tests and will assess the
riskiness by evaluating sector concentration, company size, leverage, and degree
of undervaluation.

The series will generally invest in 80-100 stocks diversified over 30
industries that have been targeted as having a potential high anticipated return
relative to risk.

[diamond] yields higher 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 in securities of foreign 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 of the fund.

106 Phoenix Edge Series Fund
<PAGE>

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 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.

SMALL MARKET CAPITALIZATION INVESTING
The series will 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.

[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.

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 10 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.

Phoenix Edge Series Fund 107
<PAGE>

THE SUBADVISOR

Alliance Capital Management L.P. through its Bernstein Investment Research
and Management Unit ("Alliance"), serves as subadvisor to the Phoenix-Sanford
Bernstein Small-Cap Value Series. Alliance's principal place of business is
located at 767 Fifth Avenue, New York, New York 10153. As of March 31, 2000,
Alliance had approximately $394 billion in assets under management.

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

PORTFOLIO MANAGEMENT

Investment decision-making responsibility rests with Alliance's
Small/Mid-Cap Equity Investment Policy Group, which includes the firm's
chairman, chief investment officer, director of research and senior portfolio
managers. Day-to-day management of the series' portfolio will be overseen by
Alliance's Director of Research and Chief Investment Officer for
Small/Mid-Cap Equities.

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

108 Phoenix Edge Series Fund
<PAGE>

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 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

Phoenix Edge Series Fund 109
<PAGE>

[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.

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] 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] 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'

110 Phoenix Edge Series Fund
<PAGE>

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
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;

Phoenix Edge Series Fund 111
<PAGE>

[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

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.

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

112 Phoenix Edge Series Fund
<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.

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 Edge Series Fund 113
<PAGE>

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 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-Sanford Bernstein
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-Sanford Bernstein 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 25 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 25 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

114 Phoenix Edge Series Fund
<PAGE>

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 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, Phoenix-Aberdeen New Asia, and Phoenix-Sanford Bernstein Global
Value Series may incur liability for foreign income and withholding taxes on
investment income. The Phoenix-Aberdeen International, Phoenix-Aberdeen New
Asia, and Phoenix-Sanford Bernstein Global Value 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, Phoenix-Aberdeen New Asia, and
Phoenix-Sanford Bernstein Global Value 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.

Phoenix Edge Series Fund 115
<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.

116 Phoenix Edge Series Fund
<PAGE>

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.

Phoenix Edge Series Fund 117

<PAGE>

THE PHOENIX EDGE SERIES FUND
HOME OFFICE: PHOENIX VARIABLE PRODUCTS
101 Munson Street MAIL OPERATIONS ("VPMO"):
Greenfield, Massachusetts P.O. Box 8027
Boston, MA 02266-8027

STATEMENT OF ADDITIONAL INFORMATION

November 20, 2000

This Statement of Additional Information is not a prospectus. Much of the
information contained in this Statement of Additional Information expands upon
subjects discussed in the Prospectus. Accordingly, this Statement should be read
together with the fund's current Prospectus, dated November 20, 2000 which may
be obtained by calling Variable Products Operations ("VPO") at 800/541-0171, or
by writing to VPMO.

TABLE OF CONTENTS

PAGE
----

The Phoenix Edge Series Fund ......................................... 1

Investment Policies .................................................. 1

Investment Restrictions............................................... 16

Portfolio Turnover.................................................... 18

Management of the Fund ............................................... 18

The Investment Advisors .............................................. 23

Custodian ............................................................ 27

Foreign Custodian .................................................... 27

Independent Accountants .............................................. 28

Brokerage Allocation ................................................. 28

Determination of Net Asset Value ..................................... 29

Investing in the Fund ................................................ 29

Redemption of Shares ................................................. 29

Taxes ................................................................ 30

Disclaimer............................................................ 30

Financial Statements ................................................. 30

<PAGE>

THE PHOENIX EDGE SERIES FUND
--------------------------------------------------------------------------------
The Phoenix Edge Series Fund (the "fund") is an open-end, diversified
investment company as defined in the Investment Company Act of 1940. It was
formed on February 18, 1986 as a Massachusetts business trust and commenced
operations on December 5, 1986. Shares in each series of the fund are available
to the following insurance company separate accounts:

[diamond] The Phoenix Home Life Variable Accumulation Account is a separate
account of Phoenix Home Life Mutual Insurance Company ("Phoenix")
created on June 21, 1982.

[diamond] The Phoenix Home Life Variable Universal Life Account is a separate
account of Phoenix created on June 17, 1985.

[diamond] The PHL Variable Accumulation Account is a separate account of PHL
Variable Insurance Company ("PHL Variable") formed on December 7,
1994.

[diamond] The PHL Variable Universal Life Account is a separate account of PHL
Variable formed on September 10, 1998.

[diamond] The Phoenix Life and Annuity Variable Universal Life Account is a
separate account of Phoenix Life and Annuity Company ("PLAC") formed
in March 1996.

The executive offices of the Accounts, Phoenix, PHL Variable and PLAC are
located at One American Row, P.O. Box 5056, Hartford, Connecticut 06102-5056.
The Accounts own the majority of the shares of the fund.

INVESTMENT POLICIES
The investment objectives and policies of the series are described in each
series' "Investment Risk and Return Summary" and "Investment Strategies"
sections. The following supplements the information contained in those sections.

MONEY MARKET INSTRUMENTS
Certain money market instruments used extensively by the Phoenix-Goodwin
Money Market, Phoenix-Federated U.S. Government Bond and Phoenix-Oakhurst
Strategic Allocation Series are described below. They also may be used by the
Phoenix-Aberdeen International, Phoenix-Duff & Phelps Real Estate Securities,
Phoenix-Seneca Strategic Theme, Phoenix-J.P. Morgan Research Enhanced Index and
Phoenix-Aberdeen New Asia Series and may be used by the other series to a very
limited extent to invest otherwise idle cash, or on a temporary basis for
defensive purposes. The Phoenix-Morgan Stanley Focus Equity and Phoenix-Engemann
Small & Mid-Cap Growth Series may invest up to 100% of its assets in cash and
certain short- and medium-term fixed income securities for temporary defensive
purposes.

Repurchase Agreements. Repurchase Agreements are agreements by which a
series purchases a security and obtains a simultaneous commitment from the
seller (a member bank of the Federal Reserve System or, to the extent permitted
by the Investment Company Act of 1940, a recognized securities dealer) that the
seller will repurchase the security at an agreed upon price and date. The resale
price is in excess of the purchase price and reflects an agreed upon market rate
unrelated to the coupon rate on the purchased security. In fact, such a
transaction is a loan of money to the seller of the securities.

A repurchase transaction is usually accomplished either by crediting the
amount of securities purchased to the accounts of the custodian of the fund
maintained in a central depository or book-entry system or by physical delivery
of the securities to the fund's custodian in return for delivery of the purchase
price to the seller. Repurchase transactions are intended to be short-term
transactions with the seller repurchasing the securities, usually within 7 days.

Even though repurchase transactions usually do not impose market risks on
the purchasing series, if the seller of the repurchase agreement defaults and
does not repurchase the underlying securities, the series might incur a loss if
the value of the underlying securities declines, and disposition costs may be
incurred in connection with liquidating the underlying securities. In addition,
if bankruptcy proceedings are commenced regarding the seller, realization upon
the underlying securities may be delayed or limited, and a loss may be incurred
if the underlying securities decline in value.

U.S. Government Obligations. Securities issued or guaranteed as to principal
and interest by the United States Government include a variety of Treasury
securities, which differ only in their interest rates, maturities and times of
issuance. Treasury bills have a maturity of one year or less. Treasury notes
have maturities of 1 to 7 years, and Treasury bonds generally have maturity of
greater than 5 years.

Agencies of the United States Government which issue or guarantee
obligations include, among others, Export-Import Bank of the United States,
Farmers Home Administration, Federal Housing Administration, Government National
Mortgage Association, Maritime Administration, Small Business Administration and
The Tennessee Valley Authority. Obligations of instrumentalities of the United
States Government include securities issued or guaranteed by, among others, the
Federal National Mortgage Association, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Banks for
Cooperatives and the U.S. Postal Service. Securities issued or guaranteed by the
Export-Import Bank of the United States, Farmers Home Administration, Federal
Housing Administration, Government National Mortgage Association, Maritime
Administration and Small Business Administration are supported by the full faith
and credit of the U.S. Treasury. Securities issued or guaranteed by Federal
National Mortgage Association and Federal Home Loan Banks are

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supported by the right of the issuer to borrow from the Treasury. Securities
issued or guaranteed by the other agencies or instrumentalities listed above are
supported only by the credit of the issuing agency.

Certificates of Deposit. Certificates of deposit are generally short-term,
interest-bearing negotiable certificates issued by banks or savings and loan
associations against funds deposited in the issuing institution.

Time Deposits. Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which
negotiable certificates are not received.

Bankers' Acceptances. A banker's acceptance is a time draft drawn on a
commercial bank by a borrower usually in connection with an international
commercial transaction (to finance the import, export, transfer or storage of
goods). The borrower, as well as the bank, is liable for payment, and the bank
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of 6 months or less and are traded in
secondary markets prior to maturity.

Commercial Paper. Commercial paper refers to short-term, unsecured
promissory notes issued by corporations to finance short-term credit needs.
Commercial paper is usually sold on a discount basis and has a maturity at the
time of issuance not exceeding 9 months.

Corporate Debt Securities. Corporate debt securities with a remaining
maturity of less than one year tend to become extremely liquid and are traded as
money market securities.

All of the Phoenix-Goodwin Money Market Series' investments will mature in
397 days or less and will have a weighted average age of not more than 90 days.
By limiting the maturity of its investments, the series seeks to lessen the
changes in the value of its assets caused by market factors. This series,
consistent with its investment objective, will attempt to maximize yield through
portfolio trading. This may involve selling portfolio instruments and purchasing
different instruments to take advantage of disparities of yields in different
segments of the high grade money market or among particular instruments within
the same segment of the market. It is expected that the series' portfolio
transactions generally will be with issuers or dealers in money market
instruments acting as principal. Accordingly, this series will normally not pay
any brokerage commissions.

The value of the securities in the Phoenix-Goodwin Money Market Series'
portfolio can be expected to vary inversely to changes in prevailing interest
rates, with the amount of such variation depending primarily on the period of
time remaining to maturity of the security. Long-term obligations may fluctuate
more in value than short-term obligations. If interest rates increase after a
security is purchased, the security, if sold, could be sold at a loss. On the
other hand, if interest rates decline after a purchase, the security, if sold,
could be sold at a profit. If, however, the security is held to maturity, no
gain or loss will be realized as a result of interest rate fluctuations,
although the day-to-day valuation of the portfolio could fluctuate. Substantial
withdrawals of the amounts held in the Phoenix-Goodwin Money Market Series could
require it to sell portfolio securities at a time when a sale might not be
favorable. The value of a portfolio security also may be affected by other
factors, including factors bearing on the credit-worthiness of its issuer. A
more detailed discussion of amortized cost is contained under "Determination of
Net Asset Value."

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES: MARKET SEGMENT INVESTMENTS
AND TRADING
Market Segment Investments. The Phoenix-Oakhurst Strategic Allocation Series
seeks to achieve its investment objective by investing in the 3 market segments
of stocks, bonds and money market instruments described below.

[diamond] STOCK--common stocks and other equity-type securities such as
preferred stocks, securities convertible into common stock and
warrants;

[diamond] BONDS--bonds and other debt securities with maturities generally
exceeding one year, including:

o publicly-offered straight debt securities having a rating within the 4
highest grades as determined by Moody's Investors Service, Inc. (Aaa, Aa,
A or Baa) or Standard & Poor's Corporation (AAA, AA, A or BBB) or, if
unrated, those publicly-offered straight debt securities which are judged
by the Account to be of equivalent quality to securities so rated;

o obligations issued, sponsored, assumed or guaranteed as to principal and
interest by the U.S. Government or its agencies or instrumentalities;

o obligations (payable in U.S. dollars) issued or guaranteed as to principal
and interest by the Government of Canada or of a Province of Canada or any
instrumentality or political subdivision thereof, provided such
obligations have a rating within the highest grades as determined by
Moody's (Aaa, Aa or A) or Standard & Poor's (AAA, AA or A) and do not
exceed 25% of the Phoenix-Oakhurst Strategic Allocation Series' total
assets;

o publicly offered straight debt securities issued or guaranteed by a
national or state bank or bank holding company (as defined in the Federal
Bank Holding Company Act, as amended) having a rating within the 3 highest
grades as determined by Moody's (Aaa, Aa or A) or Standard & Poor's (AAA,
AA or A), and certificates of deposit of such banks; and

o high yield, high risk fixed income securities (commonly referred to as
"junk bonds") having a rating below Baa by Moody's Investors Service, Inc.
or BBB by Standard & Poor's Corporation or unrated securities of
comparable quality provided such securities do not exceed 10% of the
Phoenix-Oakhurst Strategic Allocation Series' total assets.

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[diamond] MONEY MARKET--money market instruments and other debt securities
with maturities generally not exceeding one year, including:

o those money market instruments described in this Statement of Additional
Information; and

o reverse repurchase agreements with respect to any of the foregoing
obligations. Reverse repurchase agreements are agreements in which the
series, as the seller of the securities, agrees to repurchase them at an
agreed time and price. This transaction constitutes a borrowing of money
by the seller of the securities. The series will maintain sufficient funds
in a segregated account with its custodian to repurchase securities
pursuant to any outstanding reverse repurchase agreement. The series is
required to maintain asset coverage of at least 300% at all times for all
obligations under reverse repurchase agreements.

Trading. 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 instruments) will be of
significance. As a result, the Phoenix-Oakhurst Strategic Allocation Series
intends to use trading as a means of managing the portfolio of the series in
seeking 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. The advisor will engage in trading when it believes that the
trade, net of transaction costs, will improve interest income or 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 incorrect, the series'
income or capital appreciation may be reduced and its capital losses may be
increased. Portfolio trading involves transaction costs but, as explained above,
will be engaged in when the advisor believes that the result of the trading, net
of transaction costs, will benefit the series. Purchases and sales of securities
will be made, whenever necessary in the advisor's view, to achieve the total
return investment objective of the series without regard to the resulting
brokerage costs.

In addition to the traditional investment techniques
for purchasing and selling and engaging in trading, the Phoenix-Oakhurst
Strategic Allocation Series may enter into financial futures and options
contracts.

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES
The investment strategy of the Phoenix-J.P. Morgan Research Enhanced Index
Series is to earn a total return modestly in excess of the total return
performance of the S&P 500 (including the reinvestment of dividends) while
maintaining a volatility of return similar to the S&P 500. The series is
appropriate for investors who seek a modestly enhanced total return relative to
that of large- and medium-sized U.S. companies typically represented in the S&P
500. The portfolio intends to invest in securities of approximately 350 issuers,
which securities are rated by the series' subadvisor to have above-average
expected returns.

The series seeks to achieve its investment objective through fundamental
analysis, systematic stock valuation and disciplined portfolio construction.

[diamond] Research: The subadvisors of the series -- more than 20 domestic
equity analysts, each an industry specialist with an average of over
10 years experience, follow over 600 predominantly large- and
medium-sized U.S. companies -- approximately 300 of which form the
universe for the series' investments. A substantial majority of
these companies are issuers of securities which are included in the
S&P 500 Index. The analysts' research goal is to forecast
normalized, longer-term earnings and dividends for the companies
that they cover.

[diamond] Valuation: The analysts' forecasts are converted into comparable
expected returns by a dividend discount model, which calculates
those expected returns by solving for the rate of return that
equates the company's current stock price to the present value of
its estimated long-term earnings power. Within each sector,
companies are ranked by their expected return and grouped into
quintiles; those with the highest expected returns (Quintile 1) are
deemed the most undervalued relative to their long-term earnings
power, while those with the lowest expected returns (Quintile 5) are
deemed the most overvalued.

[diamond] Stock selection: A diversified portfolio is constructed using
disciplined buy and sell rules. Sector weightings will generally
approximate those of the S&P 500. The series will normally be
principally comprised, based on the dividend discount model, of
stocks in the first 4 quintiles. Finally, the series holds a large
number of stocks to enhance its diversification.

Under normal market circumstances, the series' advisor will invest at least
80% of its net assets in equity securities consisting of common stocks and other
securities with equity characteristics such as trust interests, limited
partnership interests, preferred stocks, warrants, rights and securities
convertible into common stock. The series' primary equity investments will be
the common stock of large- and medium-sized U.S. companies with market
capitalization above $1 billion. Such securities will be listed on a national
securities exchange or traded in the over-the-counter market. The series may
invest in similar securities of foreign corporations, provided that the
securities of such corporations are included in the S&P 500.

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The series intends to manage its portfolio actively in pursuit of its
investment objective. Since the series has a long-term investment perspective,
it does not intend to respond to short-term market fluctuations or to acquire
securities for the purpose of short-term market fluctuations or to acquire
securities for the purpose of short-term trading; however, it may take advantage
of short-term trading opportunities that are consistent with its objective.

FINANCIAL FUTURES AND RELATED OPTIONS

Phoenix-Oakhurst Strategic Allocation, Phoenix-Hollister Value Equity,
Phoenix-Sanford Bernstein Global Value, Phoenix-Oakhurst Growth and Income,
Phoenix-Seneca Mid-Cap Growth, Phoenix-Federated U.S. Government Bond,
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income, Phoenix-Janus
Growth, Phoenix-Engemann Small & Mid-Cap Growth, Phoenix-Bankers Trust
Nasdaq-100 Index(R), Phoenix-Morgan Stanley Focus Equity and Phoenix-Oakhurst
Balanced Series. These series may enter into financial futures contracts for the
purchase or sale of debt obligations which are traded on exchanges that are
licensed and regulated by Commodity Futures Trading Commission.

A futures contract on a debt obligation is a binding contractual commitment
which, if held to maturity, will result in an obligation to make or accept
delivery, during a particular month, of obligations having a standard face value
and rate of return. By entering into a futures contract for the purchase of a
debt obligation, a series will legally obligate itself to accept delivery of the
underlying security and pay the agreed price. Futures contracts are valued at
the most recent settlement price, unless such price does not reflect the fair
value of the contract, in which case such positions will be valued by or under
the direction of the Board of Trustees of the fund.

Positions taken in the futures markets are not normally held to maturity,
but are instead liquidated through offsetting transactions which may result in a
profit or loss. While futures positions taken by a series usually would be
liquidated in this manner, it may instead make or take delivery of the
underlying securities whenever it appears economically advantageous for it to do
so.

The purpose of hedging in debt obligations is to establish more certainty
than otherwise would be possible in the effective rate of return on portfolio
securities. A series might, for example, take a "short" position in the futures
markets by entering into contracts for the future delivery of securities held by
it in order to hedge against an anticipated rise in interest rates that would
adversely affect the value of such securities. When hedging of this type is
successful, any depreciation in the value of securities will be substantially
offset by appreciation in the value of the futures position. On the other hand,
a series might take a "long" position by entering into contracts for the future
purchase of securities. This could be done when the series anticipates the
future purchase of particular debt securities but expects the rate of return
then available in the securities market to be less favorable than rates that are
currently available in the futures markets.

A series will incur brokerage fees in connection with its financial futures
transactions, and will be required to deposit and maintain funds with its
custodian in its own name as margin to guarantee performance of its future
obligations.

While financial futures would be traded to reduce certain risks, futures
trading itself entails certain other risks. One risk arises because of the
imperfect correlation between movements in the price of the futures contracts
and movements in the price of the debt securities which are the subject of such
contracts. In addition, the market price of futures contracts may be affected by
certain factors, such as the closing out of futures contracts by investors
through offsetting transactions, margin, deposit and maintenance requirements,
and the participation of speculators in the futures market. Another risk is that
there may not be a liquid secondary market on an exchange or board of trade for
a given futures contract or at a given time, and in such event it may not be
possible for the series to close a futures position. Finally, successful use of
futures contracts by a series is subject, where applicable, to the advisor's or
subadvisor's ability to correctly predict movements in the direction of interest
rates and other factors affecting the market for debt securities. Thus, while a
series may benefit from the use of such contracts, the operation of these risk
factors may result in a poorer overall performance for the series than if it had
not entered into any futures contract.

A series is required to maintain, at all times, an asset coverage of at
least 300% for all of its borrowings, which include obligations under any
financial futures contract on a debt obligation or reverse repurchase agreement.
In addition, immediately after entering into a futures contract for the receipt
or delivery of a security, the value of the securities called for by all of the
series' futures contracts (both for receipts and delivery) will not exceed 10%
of its total assets. The Phoenix-Morgan Stanley Focus Equity Series will limit
its use of all derivative products, including futures contracts, for non-hedging
purposes to 33-1/3% of its total assets measured by the aggregate notional
amount of outstanding derivative products. A futures contract for the receipt of
a debt obligation will be offset by any asset, including equity securities and
noninvestment grade debt so long as the asset is liquid, unencumbered and marked
to market daily held in a segregated account with the custodian bank for the
series in an amount sufficient to cover the cost of purchasing the obligation.

Phoenix-Aberdeen International, Phoenix-Sanford Bernstein Global Value,
Phoenix-J.P. Morgan Research Enhanced Index, Phoenix-Hollister Value Equity,
Phoenix-Seneca Mid-Cap Growth, Phoenix-Oakhurst Growth and Income,
Phoenix-Federated U.S. Government Bond, Phoenix-Janus Growth, Phoenix-Janus
Equity Income, Phoenix-Janus Flexible Income, Phoenix-Engemann Small & Mid-Cap
Growth, Phoenix-Bankers Trust Nasdaq-100 Index(R), Phoenix-Morgan Stanley

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Focus Equity and Phoenix-Aberdeen New Asia Series. Each of these series may
enter into financial futures contracts and related options as a hedge against
anticipated changes in the market value of its portfolio securities or
securities which it intends to purchase or sell in the exchange rate of foreign
currencies. Hedging is the initiation of an offsetting position in the futures
market which is intended to minimize the risk associated with a position's
underlying securities in the cash market. The Phoenix-Morgan Stanley Focus
Equity series may also enter into financial futures contracts for non-hedging
purposes to further the series' investment objective and enhance returns. The
series, however, will not use financial, futures contracts or other derivative
products in a manner that creates leverage, except to the extent expressly
permitted by the series' investment policies.

Financial futures contracts consist of interest rate futures contracts,
foreign currency futures contracts and securities index futures contracts. An
interest rate futures contract obligates the seller of the contract to deliver,
and the purchaser to take delivery of, the interest rate securities called for
in the contract at a specified future time and at a specified price. A foreign
currency futures contract obligates the seller of the contract to deliver, and
the purchaser to take delivery of, the foreign currency called for in the
contract at a specified future time and at a specified price. A securities index
assigns relative values to the securities included in the index, and the index
fluctuates with changes in the market values of the securities so included. A
securities index futures contract is a bilateral agreement pursuant to which 2
parties agree to take or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the index value at the close of the
last trading day of the contract and the price at which the futures contract is
originally struck. An option on a financial futures contract gives the purchaser
the right to assume a position in the contract (a long position if the option is
a call and a short position if the option is a put) at a specified exercise
price at any time during the period of the option.

Each series may purchase and sell financial futures contracts which are
traded on a recognized exchange or board of trade and may purchase or sell put
and call options on financial futures contracts.

Each series, other than the Phoenix-Morgan Stanley Focus Equity Series, will
engage in transactions in financial futures contracts and related options
primarily for hedging purposes. The Phoenix-Morgan Stanley Focus Equity Series
will limit its use of derivative products, including financial futures contracts
and related options, for non-hedging purposes to 33-1/3% of its total assets
measured by the aggregate notional amount of outstanding derivative products. In
addition, each series will not purchase or sell any financial futures contract
or related option for non-bona fide hedging purposes if, immediately thereafter,
the sum of the cash or U.S. Treasury bills committed with respect to its
existing futures and related options positions and the premiums paid for related
options would exceed 5% of the market value of its total assets. At the time of
the purchase of a futures contract or a call option on a futures contract, any
asset -- either including equity securities and non-investment grade debt so
long as the asset is liquid, unencumbered and marked to market daily equal to
the market value of the futures contract, minus the initial margin deposit with
respect thereto -- will be deposited in a segregated account with the fund's
custodian bank to collateralize fully the position and thereby ensure that it is
not leveraged. The extent to which the series may enter into financial futures
contracts and related options also may be limited by requirements of the
Internal Revenue Code of 1986 (the "Code") for qualification as a regulated
investment company.

Engaging in transactions in financial futures contracts involves certain
risks, such as the possibility of an imperfect correlation between futures
market prices and cash market prices and the possibility that the advisor or
subadvisor could be incorrect in its expectations as to the direction or extent
of various interest rate movements or foreign currency exchange rates, in which
case the series' return might have been greater had the futures transactions not
taken place. There also is the risk that a liquid secondary market may not
exist. The risk in purchasing an option on a financial futures contract is that
the series will lose the premium it paid. Also, there may be circumstances when
the purchase of an option on a financial futures contract would result in a loss
to the series while the purchase or sale of the contract would not have resulted
in a loss.

The Phoenix-Seneca Strategic Theme, Phoenix-Bankers Trust Nasdaq-100
Index(R), Phoenix-Engemann Small & Mid-Cap Growth and Phoenix-Bankers Trust Dow
30 Series may use financial futures contracts and related options to hedge
against changes in the market value of its portfolio securities which it intends
to purchase. Hedging is accomplished when an investor takes a position in the
futures market opposite to his cash market position. There are 2 types of hedges
-- long (or buying) and short (or selling) hedges. Historically, prices in the
futures market have tended to move in concert with cash market prices, and
prices in the futures market have maintained a fairly predictable relationship
to prices in the cash market. Thus, to a considerable extent, a decline in the
market value of securities in a series' portfolio may be protected against by
gains realized on futures contracts sales. Similarly, it is possible to protect
against an increase in the market price of securities which a series may wish to
buy in the future by purchasing futures contracts.

The Phoenix-Seneca Strategic Theme, Phoenix-Bankers Trust Nasdaq-100
Index(R), Phoenix-Engemann Small & Mid-Cap Growth and Phoenix-Bankers Trust Dow
30 Series may purchase or sell any financial futures contracts which are traded
on a recognized exchange or board of trade. Financial futures contracts consist
of interest rate

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futures contracts and securities index futures contracts. A public market
presently exists in interest rate futures contracts covering long-term U.S.
Treasury bonds, U.S. Treasury notes, 3-month U.S. Treasury bills and GNMA
certificates. Securities index futures contracts are currently traded with
respect to the S&P 500. A clearing corporation associated with the New York
Stock Exchange ("NYSE") or board of trade on which a financial futures contract
trades assumes responsibility for the completion of transactions and guarantees
that open futures contracts will be performed.

In contrast to the situation when such series purchases or sells a security,
no security is delivered or received by the series upon the purchase or sale of
a financial futures contract. Initially, this series will be required to deposit
in a segregated account with its custodian bank an amount of cash, U.S. Treasury
bills or liquid high grade debt obligations. This amount is known as initial
margin and is in the nature of a performance bond or good faith deposit on the
contract. The current initial deposit required per contract is approximately 5%
of the contract amount. Brokers may establish deposit requirements higher than
this minimum. Subsequent payments, called variation margin, will be made to and
from the account on a daily basis as the price of the futures contract
fluctuates. This process is known as marking to market.

The writer of an option on a futures contract is required to deposit margin
pursuant to requirements similar to those applicable to futures contracts. Upon
exercise of an option on a futures contract, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated balance in the writer's margin
account. In the case of a call, this amount will be equal to the amount by which
the market price of the futures contract at the time of exercise exceeds, or, in
the case of a put, is less than the exercise price of the option on the futures
contract. For more information regarding options, see below.

Although financial futures contracts by their terms call for actual delivery
or acceptance of securities, in most cases the contracts are closed out before
the settlement date without the making or taking of delivery. Closing out is
accomplished by effecting an offsetting transaction. A futures contract sale is
closed out by effecting a futures contract purchase for the same aggregate
amount of securities and the same delivery date. If the sale price exceeds the
offsetting purchase price, the seller immediately would be paid the difference
and would realize a gain. If the offsetting purchase price exceeds the sale
price, the seller immediately would pay the difference and would realize a loss.
Similarly, a futures contract purchase is closed out by effecting a futures
contract sale for the same securities and the same delivery date. If the
offsetting sale price exceeds the purchase price, the purchaser would realize a
gain, whereas if the purchase price exceeds the offsetting sale price, the
purchaser would realize a loss.

A series will pay commissions on financial futures contracts and related
options transactions. These commissions may be higher than those which would
apply to purchases and sales of securities directly.

OPTIONS
Phoenix-Goodwin Money Market, Phoenix-Engemann Capital Growth,
Phoenix-Oakhurst Balanced, Phoenix-Aberdeen International, Phoenix-Sanford
Bernstein Global Value, Phoenix-Goodwin Multi-Sector Fixed Income,
Phoenix-Oakhurst Strategic Allocation, Phoenix-Seneca Strategic Theme,
Phoenix-J.P. Morgan Research Enhanced Index, Phoenix-Seneca Mid-Cap Growth,
Phoenix-Oakhurst Growth and Income, Phoenix-Hollister Value Equity,
Phoenix-Morgan Stanley Focus Equity, Phoenix-Janus Growth, Phoenix-Janus Equity
Income, Phoenix-Janus Flexible Income, Phoenix-Engemann Small & Mid-Cap Growth,
Phoenix-Federated U.S. Government Bond and Phoenix-Aberdeen New Asia Series.

Writing Covered Call Options. The series above may write (sell) covered call
options on securities owned by them, including securities into which convertible
securities are convertible, provided that such call options are listed on a
national securities exchange.

A call option gives the holder the right to buy a security at a specified
price (the exercise price) for a stated period of time. Prior to the expiration
of the option, the seller of the option has an obligation to sell the underlying
security to the holder of the option at the original price specified regardless
of the market price of the security at the time the option is exercised. The
seller of the call option receives a cash payment (premium) at the time of sale,
which premium is retained by the seller whether or not the option is exercised.
The premium represents consideration to the seller for undertaking the
obligations under the option contract and thereby foregoing the opportunity to
profit from an increase in the market price of the underlying security above the
exercise price (except insofar as the premium represents such a profit).

A call option may be purchased to terminate a call option previously
written. The premium paid in connection with the purchase of a call option may
be more than, equal to or less than the premium received upon writing the call
option which is being terminated.

When a series writes a covered call option, an amount equal to the premium
received by it is included in assets of the series offset by an equivalent
liability. The amount of the liability is subsequently marked to reflect the
current market value of the written option. Market value is the last sale price
of the options on the NYSE on which it is traded or, in absence of a sale, the
mean between last bid and offer prices. If an option which the series has
written either ends or enters into a closing purchase transaction, the series
realizes a gain (or loss if the cost of a closing purchase transaction exceeds
the premium received when the option was sold) without regard to any unrealized
gain or loss on the underlying security, and the liability related to such
option concludes.

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Premium income earned with respect to a qualified covered call option which
lapses or experiences gain or loss from such an option which is closed out
(other than by exercise) generally will be short-term capital gain or loss.
Further, gain or loss with respect to the exercise of such an option generally
will be short-term or long-term depending upon the actual or deemed holding
period of the underlying security. However, any loss realized from writing a
"qualified covered call option" which has a strike price less than the
applicable security price (defined in Section 1092(C)(4)(G) of the Code) will be
treated as a long-term capital loss, if gain from the sale of the underlying
security at the time the loss is realized would be long-term capital gain. Also,
with respect to such options, the holding period of the underlying security will
not include any period during which the fund has an outstanding written option.

Buying Call and Put Options. The Phoenix-Oakhurst Strategic Allocation,
Phoenix-Oakhurst Balanced, Phoenix-Sanford Bernstein Global Value, Phoenix-J.P.
Morgan Research Enhanced Index, Phoenix-Hollister Value Equity, Phoenix-Oakhurst
Growth and Income, Phoenix-Seneca Mid-Cap Growth, Phoenix-Morgan Stanley Focus
Equity, Phoenix-Janus Growth, Phoenix-Janus Equity Income, Phoenix-Janus
Flexible Income, Phoenix-Engemann Small & Mid-Cap Growth, Phoenix-Federated U.S.
Government Bond and Phoenix-Seneca Strategic Theme Series may buy national
exchange-traded call and put options on equity and debt securities and on
various stock market indices. The Phoenix-Goodwin Money Market, Phoenix-Engemann
Capital Growth and Phoenix-Goodwin Multi-Sector Fixed Income Series may only
purchase a call option to terminate a previously-written call option. (See
"Writing Covered Call Options.")

A put option on equity or debt securities gives the holder the right to sell
such a security at a specified price (the exercise price) for a stated period of
time. Prior to the expiration of the option, the seller of the option has an
obligation to buy the underlying security from the holder of the option at the
original price specified regardless of the market price of the security at the
time the option is exercised.

Call and put options on stock market indexes operate the same way as call
and put options on equity or debt securities except that they are settled in
cash. In effect, the holder of a call option on a stock market index has the
right to buy the value represented by the index at a specified price and for a
stated period of time. Conversely, the holder of a put option on a stock market
index has the right to sell the value represented by the index for a specified
price and for a stated period of time. To be settled in cash means that if the
option is exercised, the difference in the current value of the stock market
index and the exercise value must be paid in cash. For example, if a call option
was bought on the XYZ stock market index with an exercise price of $100
(assuming the current value of the index is 110 points, with each point equal to
$1.00), the holder of the call option could exercise the option and receive $10
(110 points minus 100 points) from the seller of the option. If the index equals
90 points, the holder of the option receives nothing.

The seller of an option receives a cash payment or premium at the time of
sale which is retained by the seller whether or not the option is exercised.
This premium represents consideration to the seller for undertaking the
obligation under the option contract. In the case of call options, the premium
compensates the seller for the loss of the opportunity to profit from any
increase in the value of the security or the index. The premium to a seller of a
put option compensates the seller for the risk assumed in connection with a
decline in the value of the security or index.

A series may close an open call or put option position by selling a call
option, in the case of an open call position, or a put option, in the case of an
open put option, which is the same as the option being closed. The series will
receive a premium for selling such an option. The premium received may be more
than, equal to or less than the premium paid by the series when it bought the
option which is being closed.

Immediately after entering into an opening option position, the total value
of all open option positions based on exercise price will not exceed 10% of the
Phoenix-Oakhurst Strategic Allocation or Phoenix-Oakhurst Balanced Series' total
assets. The premium paid by the series for the purchase of a call or a put
option and the expiration or closing sale transaction with respect to such
options are treated in a manner analogous to that described above, except there
is no liability created to the series. The premium paid for any such option is
included in assets and marked to the market value on a current basis. If the
options expire, the series will realize a short-term loss on the amount of the
cost of the option. If a purchased put or call option is closed out by the
series entering into a closing sale transaction, the series will realize a
short-term gain or loss, depending upon whether the sale proceeds from the
closing sale transaction are greater or less than the cost of the put or call
option.

Phoenix-Aberdeen International, Phoenix-Sanford Bernstein Global Value,
Phoenix-Seneca Strategic Theme, Phoenix-J.P. Morgan Research Enhanced Index,
Phoenix-Seneca Mid-Cap Growth, Phoenix-Hollister Value Equity, Phoenix-Oakhurst
Growth and Income, Phoenix-Morgan Stanley Focus Equity, Phoenix-Janus Growth,
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income, Phoenix-Engemann
Small & Mid-Cap Growth, Phoenix-Federated U.S. Government Bond and
Phoenix-Aberdeen New Asia Series.
To promote their objectives, these series may write covered call and put
options and purchase call and put options on securities and securities indices.
In addition, the series may enter into option transactions on foreign currency.

Writing (Selling) Call and Put Options. A call option on a security or a
foreign currency gives the purchaser of the option, in return for the premium
paid to the writer (seller),

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the right to buy the underlying security or foreign currency at the exercise
price at any time during the option period.

Upon exercise by the purchaser, the writer of a call option has the
obligation to sell the underlying security or foreign security, except that the
value of the option depends on the weighted value of the group of securities
comprising the index and all settlements are made in cash. A call option may be
terminated by the writer (seller) by entering into a closing purchase
transaction in which it purchases an option of the same series as the option
previously written.

A put option on a security or foreign currency gives the purchaser of the
option, in return for the premium paid to the writer (seller), the right to sell
the underlying security or foreign currency at the exercise price at any time
during the option period. Upon exercise by the purchaser, the writer of a put
option has the obligation to purchase the underlying security or foreign
currency at the exercise price. A put option on a securities index is similar to
a put option on an individual security, except that the value of the options
depends on the weighted value of the group of securities comprising the index
and all settlements are made in cash.

The series may write exchange-traded call options on its securities. Call
options may be written on portfolio securities, securities indices and foreign
currencies. The series may, with respect to securities and foreign currencies,
write call and put options on an exchange or over the counter. Call options on
portfolio securities will be covered since the series will own the underlying
securities or other securities that are acceptable for escrow at all times
during the option period. Call options on securities indices may be written to
hedge in an economically appropriate way portfolio securities which are not
otherwise hedged with options or financial futures contracts and will be
"covered" by identifying the specific portfolio securities being hedged. Call
options on foreign currencies and put options on securities and foreign
currencies will be covered by securities acceptable for escrow. The series,
other than the Phoenix-Morgan Stanley Focus Equity Series, may not write options
on more than 50% of its total assets. Management presently intends to cease
writing options if and as long as 25% of such total assets are subject to
outstanding options contracts. The Phoenix-Morgan Stanley Focus Equity Series
will limit its use of derivative products, including options, for non-hedging
purposes to 33-1/3% of its total assets measured by the aggregate notional
amount of outstanding derivative products.

The series will write call and put options in order to obtain a return on
its investments from the premiums received and will retain the premiums whether
or not the options are exercised. Any decline in the market value of portfolio
securities or foreign currencies will be offset to the extent of the premiums
received (net of transaction costs). If an option is exercised, the premium
received on the option will effectively increase the exercise price or reduce
the difference between the exercise price and market value.

During the option period, the writer of a call option gives up the
opportunity for appreciation in the market value of the underlying security or
currency above the exercise price. It retains the risk of loss should the price
of the underlying security or foreign currency decline. Writing call options
also involves risks relating to the series' ability to close out options it has
written.

During the option period, the writer of a put option has assumed the risk
that the price of the underlying security or foreign currency will decline below
the exercise price. However, the writer of the put option has retained the
opportunity for any appreciation above the exercise price should the market
price of the underlying security or foreign currency increase. Writing put
options also involves risks relating to a portfolio's ability to close out
options it has written.

Purchasing Call and Put Options, Warrants and Stock Rights. Phoenix-Aberdeen
International, Phoenix-Sanford Bernstein Global Value, Phoenix-Seneca Strategic
Theme, Phoenix-J.P. Morgan Research Enhanced Index, Phoenix-Oakhurst Growth and
Income, Phoenix-Morgan Stanley Focus Equity, Phoenix-Janus Growth, Phoenix-Janus
Equity Income, Phoenix-Engemann Small & Mid-Cap Growth, Phoenix-Janus Flexible
Income and Phoenix-Aberdeen New Asia Series. Each of these series may invest up
to an aggregate of 5% of its total assets in exchange-traded or over-the-counter
call and put options on securities, securities indices and foreign currencies
(the Phoenix-Morgan Stanley Focus Equity Series will be subject to the 33-1/3%
derivatives limitation for non-hedging purposes discussed in the preceding
section). Purchases of such options may be made for the purpose of hedging
against changes in the market value of the underlying securities or foreign
currencies. The series may invest in call and put options whenever, in the
opinion of the advisor or subadvisor, a hedging transaction is consistent with
its investment objectives. The series may sell a call option or a put option
which it has previously purchased prior to the purchase (in the case of a call)
or the sale (in the case of a put) of the underlying security or foreign
currency. Any such sale would result in a net gain or loss depending on whether
the amount received on the sale is more or less than the premium and other
transaction costs paid on the call or put which is sold. Purchasing a call or
put option involves the risk that the series may lose the premium it paid plus
transaction costs.

Warrants and stock rights are almost identical to call options in their
nature, use and effect except that they are issued by the issuer of the
underlying security, rather than an option writer, and they generally have
longer expiration dates than call options. The Phoenix-Aberdeen International,
Phoenix-Seneca Strategic Theme, Phoenix-J.P. Morgan Research Enhanced Index,
Phoenix-Oakhurst Growth and Income and Phoenix-Aberdeen New Asia Series intend
to invest up to 5% of their respective net

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assets in warrants and stock rights, but no more than 2% of its net assets in
warrants and stock rights not listed on the NYSE or the American Stock Exchange.

Over-the-Counter ("OTC") Options. OTC options differ from exchange-traded
options in several respects. They are transacted directly with dealers and not
with a clearing corporation, and there is a risk of nonperformance by the
dealer. However, the premium is paid in advance by the dealer. OTC options are
available for a greater variety of securities and foreign currencies, and in a
wider range of expiration dates and exercise prices than exchange-traded
options. Since there is no exchange, pricing is normally done by reference to
information from a market maker. This information is carefully monitored or
caused to be monitored by the advisor or subadvisor and verified in appropriate
cases.

A writer or purchaser of a put or call option can terminate it voluntarily
only by entering into a closing transaction. In the case of OTC options, there
can be no assurance that a continuous liquid secondary market will exist for any
particular option at any specific time. Consequently, a series may be able to
realize the value of an OTC option it has purchased only by exercising it or
entering into a closing sale transaction with the dealer that issued it.
Similarly, when a series writes an OTC option, it generally can close out that
option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which it originally wrote the option. If a
covered call option writer cannot effect a closing transaction, it cannot sell
the underlying security or foreign currency until the option expires or the
option is exercised. Therefore, the writer of a covered OTC call option may not
be able to sell an underlying security even though it otherwise might be
advantageous to do so. Likewise, the writer of a secured OTC put option may be
unable to sell the securities pledged to secure the put for other investment
purposes while it is obligated as a put writer. Similarly, a purchaser of an OTC
put or call option also might find it difficult to terminate its position on a
timely basis in the absence of a secondary market.

The fund understands the position of the staff of the Securities and
Exchange Commission ("SEC") to be that purchased OTC options and the assets used
as "cover" for written OTC options are illiquid securities. Although the dealers
with which a series will engage in OTC options transactions are generally
agreeable to and capable of entering into closing transactions, the fund has
adopted procedures for engaging in OTC options transactions for the purpose of
reducing any potential adverse effect of such transactions upon the liquidity of
the series.

A series will engage in OTC options transactions only with dealers that meet
certain credit and other criteria established by the Board of Trustees of the
fund. The fund and the advisor believe that the approved dealers present minimal
credit risks to the fund and, therefore, should be able to enter into closing
transactions if necessary. A series currently will not engage in OTC options
transactions if the amount invested by the series in OTC options, plus a
"liquidity charge" related to OTC options written by the series in illiquid
securities plus any other portfolio securities considered to be illiquid, would
exceed 10% of the series' total assets (15% of the net assets of each of the
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income, Phoenix-Janus Growth
and Phoenix-Morgan Stanley Focus Equity Series). The "liquidity charge" referred
to above is computed as described below.

The series anticipates entering into agreements with dealers to which the
series sells OTC options. Under these agreements a series would have the
absolute right to repurchase the OTC options from the dealer at any time at a
price no greater than a price established under the agreements (the "Repurchase
Price"). The "liquidity charge" referred to above for a specific OTC option
transaction will be the Repurchase Price related to the OTC option less the
intrinsic value of the OTC option. The intrinsic value of an OTC call option for
such purposes will be the amount by which the current market value of the
underlying security exceeds the exercise price. In the case of an OTC put
option, intrinsic value will be the amount by which the exercise price exceeds
the current market value of the underlying security. If there is no such
agreement requiring a dealer to allow a series to repurchase a specific OTC
option written by the series, the "liquidity charge" will be the current market
value of the assets serving as "cover" for such OTC option.

FOREIGN SECURITIES
The Phoenix-Aberdeen International, Phoenix-Sanford Bernstein Global Value,
and Phoenix-Aberdeen New Asia Series will purchase foreign securities as
discussed above. In addition, the other series may invest up to 25% (up to 50%
for the Phoenix-Engemann Small & Mid-Cap Growth, 35% for the Phoenix-Seneca
Strategic Theme Series, 20% for the Phoenix-Seneca Mid-Cap Growth and
Phoenix-Sanford Bernstein Mid-Cap Value Series and typically less than 5% for
the Phoenix-Engemann Nifty Fifty Series) of total net asset value in foreign
securities. The Phoenix-Goodwin Multi-Sector Fixed Income Series may invest up
to 50% of total net asset value in foreign debt securities. Each series, other
than the Phoenix-Aberdeen International, Phoenix-Seneca Strategic Theme,
Phoenix-Goodwin Multi-Sector Fixed Income, Phoenix-Engemann Small & Mid-Cap
Growth, Phoenix-Morgan Stanley Focus Equity and Phoenix-Aberdeen New Asia
Series, will purchase foreign debt securities only if issued in U.S. dollar
denominations. The Phoenix-J.P. Morgan Research Enhanced Index Series may invest
in securities of foreign corporations, provided that such securities are
included in the S&P 500 or traded on a U.S. exchange. The Phoenix-Morgan Stanley
Focus Equity, Phoenix-Janus Growth, Phoenix-Janus Equity Income and
Phoenix-Janus Flexible Income Series may invest 100% of total net asset value in
foreign securities, although such would be a very unlikely event.

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The foreign debt securities in which the series may invest are issued by
foreign issuers in developed countries considered creditworthy by the advisor or
subadvisor, as applicable, and in so-called emerging market countries. The
series will invest in government obligations supported by the authority to levy
taxes sufficient to ensure the payment of all principal and interest due on such
obligations. Because foreign government obligations, like U.S. government
obligations, are generally guaranteed for principal and interest by the
government issuing the security, the principal risk of investing in foreign
government obligations is that the foreign government will not or will be unable
to meet its obligations. The series also may purchase securities of
nongovernmental issuers considered creditworthy by the advisor or subadvisor, as
applicable.

While the Phoenix-Aberdeen International, Phoenix-Sanford Bernstein Global
Value, Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income, Phoenix-Janus
Growth, Phoenix-Seneca Strategic Theme, Phoenix-Engemann Small & Mid-Cap Growth,
Phoenix-Goodwin Multi-Sector Fixed Income and Phoenix-Aberdeen New Asia Series
may purchase foreign debt securities denominated in foreign currencies
("non-U.S. dollar securities"), the amount invested in such non-U.S. dollar
securities may vary depending on the relative yield of such securities, the
relative strength of the economies and the financial markets of such countries,
the relative interest rates available in such countries and the relationship of
such countries' currencies to the U.S. dollar. Investments in non-U.S. dollar
securities and currency will be evaluated on the basis of fundamental economic
criteria (e.g., relative inflation levels and trends, growth rate forecasts,
balance of payments status, and economic policies) as well as technical and
political data.

FOREIGN CURRENCY TRANSACTIONS
For each series investing in foreign securities, the value of the assets of
such series as measured in United States dollars may be affected favorably or
unfavorably by changes in foreign currency exchange rates and exchange control
regulations, and a series may incur costs in connection with conversions between
various currencies. A series will conduct its foreign currency exchange
transactions either on a spot (i.e., cash) basis at the spot rate prevailing in
the foreign currency exchange market, or through forward contracts to purchase
or sell foreign currencies. A forward foreign currency exchange contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. These contracts are
traded directly between currency traders (usually large commercial banks) and
their customers. Unless the series already owns a security denominated in (or
otherwise exposed to) the foreign currency in the same amount as the forward
contract, at the time of the purchase of a forward foreign currency exchange
contract, any asset, including equity securities and non-investment grade debt
so long as the asset is liquid, unencumbered and marked to market daily equal to
the market value of the contract, minus the series' initial margin deposit with
respect thereto, will be deposited in a segregated account with the fund's
custodian bank to collateralize fully the position and thereby ensure that it is
not leveraged.

When a series enters into a contract for the purchase or sale of a security
denominated in or exposed to a foreign currency, it may want to establish the
United States dollar cost or proceeds. By entering into a forward contract in
United States dollars for the purchase or sale of the amount of foreign currency
involved in the underlying security transaction, a series may be able to protect
itself against a possible loss between trade and settlement dates resulting from
an adverse change in the relationship between the United States dollar and such
foreign currency. However, this tends to limit potential gains which might
result from a positive change in such currency relationships. The
Phoenix-Aberdeen International, Phoenix-Sanford Bernstein Global Value,
Phoenix-Morgan Stanley Focus Equity, Phoenix-Janus Equity Income, Phoenix-Janus
Flexible Income, Phoenix-Engemann Small & Mid-Cap Growth, Phoenix-Janus Growth
and Phoenix-Aberdeen New Asia Series also may hedge their foreign currency
exchange rate risk by engaging in currency financial futures and options
transactions.

When the advisor or subadvisor believes that the currency of a particular
foreign country may suffer a substantial decline against the United States
dollar, it may enter into a forward contract to sell an amount of foreign
currency approximating the value of some or all of a series' portfolio
securities denominated in or exposed to such foreign currency. The forecasting
of short-term currency market movement is extremely difficult and whether such a
short-term hedging strategy will be successful is highly uncertain.

It is impossible to forecast with precision the market value of portfolio
securities at the expiration of a contract. Accordingly, it may be necessary for
a series to purchase additional currency on the spot market (and bear the
expense of such purchase) if the market value of the security is less than the
amount of foreign currency the series is obligated to deliver when a decision is
made to sell the security and make delivery of the foreign currency in
settlement of a forward contract. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the portfolio
security if its market value exceeds the amount of foreign currency the series
is obligated to deliver.

If the series retains the portfolio security and engages in an offsetting
transaction, it will incur a gain or a loss to the extent that there has been
movement in forward contract prices. If the series engages in an offsetting
transaction, it may subsequently enter into a new forward contract to sell the
foreign currency. Should forward prices decline during

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the period between the series' entering into a forward contract for the sale of
a foreign currency and the date it enters into an offsetting contract for the
purchase of the foreign currency, the series would realize gain to the extent
the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the series
would suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell. Although such
contracts tend to minimize the risk of loss due to a decline in the value of the
hedged currency, they also tend to limit any potential gain which might result
should the value of such currency increase. The series will have to convert
holdings of foreign currencies into United States dollars from time to time.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the "spread") between the prices at
which they are buying and selling various currencies.

ZERO AND DEFERRED COUPON DEBT SECURITIES
The Phoenix-Sanford Bernstein Global Value, Phoenix-Sanford Bernstein
Small-Cap Value Equity, Phoenix-Goodwin Multi-Sector Fixed Income, Phoenix-Janus
Growth, Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income,
Phoenix-Morgan Stanley Focus Equity, Phoenix-Federated U.S. Government Bond and
Phoenix-Seneca Mid-Cap Growth Series may invest in debt obligations that do not
make any interest payments for a specified period of time prior to maturity
("deferred coupon" obligations) or until maturity ("zero coupon" obligations).
Because deferred and zero coupon bonds do not make interest payments for a
certain period of time, they are purchased by the series at a deep discount and
their value fluctuates more in response to interest rate changes than does the
value of debt obligations that make current interest payments. The degree of
fluctuation with interest rate changes is greater when the deferred period is
longer. Therefore, there is a risk that the value of the series' shares may
decline more as a result of an increase in interest rates than would be the case
if the series did not invest in deferred or zero coupon bonds.

REAL ESTATE INVESTMENT TRUSTS
As described in the Prospectus, under normal conditions, the Phoenix-Duff &
Phelps Real Estate Securities Series intends to invest in real estate investment
trusts ("REITs"). REITs pool investors' funds for investment primarily in
income-producing commercial real estate or real estate related loans. A REIT is
not taxed on income distributed to shareholders if it complies with several
requirements relating to its organization, ownership, assets and income and a
requirement that it distribute to its shareholders at least 95% of its taxable
income (other than net capital gains) for each taxable year.

REITs generally can be classified as follows:

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

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

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

REITs are like closed-end investment companies in that they are essentially
holding companies which rely on professional managers to supervise their
investments. A shareholder in the Phoenix-Duff & Phelps Real Estate Securities
Series should realize that by investing in REITs indirectly through the series,
he will bear not only his proportionate share of the expenses of the series but
also, indirectly, similar expenses of underlying REITs.

DEBT SECURITIES
Up to 25% of the Phoenix-Duff & Phelps Real Estate Securities Series total
assets may be invested in debt securities (which include for purposes of this
investment policy convertible debt securities which Duff & Phelps Investment
Management ("DPIM") believes have attractive equity characteristics). The
Phoenix-Duff & Phelps Real Estate Securities Series may invest in debt
securities rated BBB or better by S&P or Baa or better by Moody's or, if not
rated, are judged to be of comparable quality as determined by DPIM. In choosing
debt securities for purchase by the series, DPIM will employ the same analytical
and valuation techniques utilized in managing the equity portion of the
Phoenix-Duff & Phelps Real Estate Securities Series holdings and will invest in
debt securities only of companies that satisfy DPIM's investment criteria.

The value of a series' investments in debt securities will change as
interest rates fluctuate. When interest rates decline, the values of such
securities generally can be expected to increase, and when interest rates rise,
the values of such securities generally can be expected to decrease. The
lower-rated and comparable unrated debt securities described above are subject
to greater risks of loss of income and principal than are higher-rated fixed
income securities. The market value of lower-rated securities generally tends to
reflect the market's perception of the creditworthiness of the issuer and
short-term market developments to a greater extent than is the case with more
highly rated securities, which reflect primarily functions in general levels of
interest rates.

CONVERTIBLE SECURITIES
Each series 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 same or a
different issuer within a particular period of time

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at a specific price or formula. A convertible security entitles the holder to
receive interest generally paid or accrued on debt or the dividend paid on
preferred stock until the convertible security matures or is redeemed, converted
or exchanged. Convertible securities have several unique investment
characteristics such as (1) higher yields than common stocks, but lower yields
than comparable nonconvertible securities, (2) a lesser degree of fluctuation in
value then the underlying stock since they have fixed income characteristics and
(3) the potential for capital appreciation if the market price of the underlying
common stock increases. Up to 5% of each series' assets may be invested in
convertible securities that are rated below investment grade (commonly referred
to as "junk" securities). Such securities present greater credit and market
risks than investment grade securities. (This 5% restriction does not apply to
the Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income or Phoenix-Janus
Growth Series.) A convertible security might be subject to redemption at the
option of the issuer at a price established in the convertible security's
governing instrument. If a convertible security held by a series is called for
redemption, the series may be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party.

REPURCHASE AGREEMENTS
Phoenix-Goodwin Money Market, Phoenix-Duff & Phelps Real Estate Securities,
Phoenix-Aberdeen International, Phoenix-Sanford Bernstein Global Value,
Phoenix-Sanford Bernstein Small-Cap Value, Phoenix-Seneca Strategic Theme,
Phoenix-J.P. Morgan Research Enhanced Index, Phoenix-Engemann Nifty Fifty,
Phoenix-Seneca Mid-Cap Growth, Phoenix-Sanford Bernstein Mid-Cap Value,
Phoenix-Oakhurst Growth and Income, Phoenix-Hollister Value Equity,
Phoenix-Federated U.S. Government Bond, Phoenix-Janus Growth, Phoenix-Janus
Equity Income, Phoenix-Janus Flexible Income, Phoenix-Engemann Small & Mid-Cap
Growth, Phoenix-Morgan Stanley Focus Equity and Phoenix-Aberdeen New Asia
Series. These series may invest in repurchase agreements. However, no more than
10% of a series' net assets (15% with respect to Phoenix-Janus Growth,
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income, Phoenix-Engemann
Small & Mid-Cap Growth, Phoenix-Morgan Stanley Focus Equity and
Phoenix-Federated U.S. Government Bond Series) will be invested in repurchase
agreements having maturities of more than 7 days. A repurchase agreement is a
transaction where a series buys a security at one price and the seller
simultaneously agrees to buy that same security back at a higher price.
Repurchase agreements will be entered into with commercial banks, brokers and
dealers considered by the Board of Trustees and the advisor or subadvisor, as
applicable, acting at the Board's direction, to be creditworthy. In addition,
the repurchase agreements are fully collateralized by the underlying instrument
and are marked to market every business day. However, the use of repurchase
agreements involves certain risks such as default by, or insolvency of, the
other party to the transaction.

JUNK BONDS
Phoenix-Janus Flexible Income, Phoenix-Goodwin Multi-Sector Fixed Income,
Phoenix-Janus Equity Income, Phoenix-Janus Growth, Phoenix-Aberdeen
International, Phoenix-Morgan Stanley Focus Equity, Phoenix-Engemann Small &
Mid-Cap Growth and Phoenix-Oakhurst Strategic Allocation Series. These series
may invest up to 100%, 50%, 35%, 35%, 10%, 5%, 5% and 5%, respectively, of total
net assets in noninvestment grade debt securities. The market prices of such
lower-rated securities generally fluctuate in response to changes in interest
rates and economic conditions more than those of higher-rated securities.
Additionally, there is a greater possibility that an adverse change in the
financial condition of an issuer, particularly a higher leveraged issuer, may
affect its ability to make payments of income and principal and increase the
expenses of the series seeking recovery from the issuer. Lower-rated securities
may be thinly traded and less liquid than higher-rated securities and therefore
harder to value and more susceptible to adverse publicity concerning the issuer.
A more detailed description of the risks associated with High Yield-High Risk
Securities appears under "Phoenix-Goodwin Multi-Sector Fixed Income Series -
Risk Factors" in the Prospectus.

REAL ESTATE SECURITIES
The Phoenix-Duff & Phelps Real Estate Securities Series will not invest in
real estate directly, but only in securities issued by real estate companies.
However, the portfolio may be subject to risks similar to those associated with
the direct ownership of real estate because of its policy of concentrating in
the securities of companies in the real estate industry. These include declines
in the value of real estate, risks related to general and local economic
conditions, dependence on management skill, cash flow dependence, possible lack
of availability of long-term mortgage funds, overbuilding, extended vacancies of
properties, decreased occupancy rates and increased competition, increases in
property taxes and operating expenses, changes in neighborhood values and the
appeal of the properties to tenants and changes in interest rates.

Selecting REITs requires an evaluation of the merits of each type of asset a
particular REIT owns, as well as regional and local economics. Due to the
proliferation of REITs in recent years and the relative lack of sophistication
of certain REIT managers, the quality of REIT assets has varied significantly.

In addition to these risks, equity REITs may be affected by changes in the
value of the underlying properties owned by the trusts, while mortgage REITs may
be affected by the quality of any credit extended. Further, equity and mortgage
REITs are dependent upon management skills and generally are not diversified.
Equity and mortgage REITs also are subject to potential defaults by borrowers,

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<PAGE>

self-liquidation and the possibility of failing to qualify for tax-free status
of income under the Code and failing to maintain exemption from the Investment
Company Act of 1940. In the event of a default by a borrower or lessee, the REIT
may experience delays in enforcing its rights as a mortgagee or lessor and may
incur substantial costs associated with protecting its investments. In addition,
investment in REITs could cause the series to possibly fail to qualify as a
regulated investment company.

EMERGING MARKET SECURITIES
The Phoenix-Aberdeen New Asia, Phoenix-Sanford Bernstein Global Value,
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income and Phoenix-Janus
Growth Series may invest in countries or regions with relatively low gross
national product per capita compared to the world's major economies, and in
countries or regions with the potential for rapid economic growth (emerging
markets). Emerging markets in Asia will include countries: (i) having an
"emerging stock market" as defined by the International Finance Corporation;
(ii) with low- to middle-income economies according to the International Bank
for Reconstruction and Development (the "World Bank"); (iii) listed in World
Bank publications as developing; or (iv) determined by the advisor to be an
emerging market as defined above. The series also may invest in securities of:
(i) companies where the principal securities trading market is an emerging
market country; (ii) companies organized under the laws of, and with a principal
office in, an emerging market country; or (iii) companies whose principal
activities are located in emerging market countries.

The risks of investing in foreign securities may be intensified in the case
of investments in emerging markets. Securities of many issuers in emerging
markets may be less liquid and more volatile than securities of comparable
domestic issuers. Emerging markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when a portion of the assets of the series is uninvested and
no return is earned thereon. The inability of the series to make intended
security purchases due to settlement problems could cause the series to miss
attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result either in losses to the
series due to subsequent declines in value of the portfolio securities or, if
the series has entered into a contract to sell the security, in possible
liability to the purchaser. Securities prices in emerging markets can be
significantly more volatile than in the more developed nations of the world,
reflecting the greater uncertainties of investing in less established markets
and economies. In particular, countries with emerging markets may have
relatively unstable governments, present the risk of nationalization of
businesses, restrictions on foreign ownership or prohibitions of repatriation of
assets, and may have less protection of property rights than more developed
countries. The economies of countries with emerging markets may be predominantly
based on only a few industries, may be highly vulnerable to changes in local or
global trade conditions, and may suffer from extreme and volatile debt burdens
or inflation rates. Local securities markets may trade a small number of
securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of substantial holdings difficult
or impossible at times. Securities of issuers located in countries with emerging
markets may have limited marketability and may be subject to more abrupt or
erratic price movements.

Certain emerging markets may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in an
emerging market's balance of payments or for other reasons, a country could
impose temporary restrictions on foreign capital remittances. The series could
be adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the application
to the series of any restrictions on investments. Investments in certain foreign
emerging market debt obligations may be restricted or controlled to varying
degrees. These restrictions or controls may at times preclude investment in
certain foreign emerging market debt obligations and increase the expenses of
the series.

Additional Risk Factors. As a result of its investments in foreign
securities, the series may receive interest or dividend payments, or the
proceeds of the sale or redemption of such securities, in the foreign currencies
in which such securities are denominated. In that event, the series may convert
such currencies into dollars at the then current exchange rate. Under certain
circumstances, however, such as where the advisor believes that the applicable
rate is unfavorable at the time the currencies are received or the advisor
anticipates, for any other reason, that the NYSE rate will improve, the series
may hold such currencies for an indefinite period of time.

In addition, the series may be required to receive delivery of the foreign
currency underlying forward foreign currency contracts into which it has
entered. This could occur, for example, if an option written by the fund is
exercised or the fund is unable to close out a forward contract. The series may
hold foreign currency in anticipation of purchasing foreign securities. The
series also may elect to take delivery of the currencies underlying options or
forward contracts if, in the judgment of the advisor, it is in the best interest
of the series to do so. In such instances as well, the series may convert the
foreign currencies to dollars at the then current exchange rate, or may hold
such currencies for an indefinite period of time.

While the holding of currencies will permit the series to take advantage of
favorable movements in the applicable

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<PAGE>

exchange rate, it also exposes the series to risk of loss if such rates move in
a direction adverse to the series' position. Such losses could reduce any
profits or increase any losses sustained by the series from the sale or
redemption of securities, and could reduce the dollar value of interest or
dividend payments received. In addition, the holding of currencies could
adversely affect the series' profit or loss on currency options or forward
contracts, as well as its hedging strategies.

LEVERAGE
Phoenix-Seneca Strategic Theme, Phoenix-Hollister Value Equity,
Phoenix-Seneca Mid-Cap Growth, Phoenix-Morgan Stanley Focus Equity and
Phoenix-J.P. Morgan Research Enhanced Index Series. These series may, from time
to time, increase their ownership of securities holdings above the amounts
otherwise possible by borrowing from banks at fixed amounts of interests and
investing the borrowed funds. The series will borrow only from banks, and only
if immediately after such borrowing the value of the assets of the series
(including the amount borrowed), less its liabilities (not including any
borrowings) is at least 3 times the amount of funds borrowed for investment
purposes. The series, other than the Phoenix-Morgan Stanley Focus Equity Series,
may borrow up to 25% of the net assets of such series, not including the
proceeds of any such borrowings. The Phoenix-Morgan Stanley Focus Equity Series
may borrow up to 33-1/3% of its total assets (including the amount borrowed)
less liabilities. However, the amount of the borrowings will be dependent upon
the availability and cost of credit from time to time. If, due to market
fluctuations or other reasons, the value of such series' assets computed as
provided above become less than 3 times the amount of the borrowings for
investment purposes, the series, within 3 business days, is required to reduce
bank debt to the extent necessary to meet the required 300% asset coverage.

Interest on money borrowed will be an expense of those series with respect
to which the borrowing has been made. Because such expense otherwise would not
be incurred, the net investment income of such series is not expected to be as
high as it otherwise would be during periods when borrowings for investment
purposes are substantial.

Bank borrowings for investment purposes must be obtained on an unsecured
basis. Any such borrowing also must be made subject to an agreement by the
lender that any recourse is limited to the assets of such series with respect to
which the borrowing has been made.

An investment gains made with the additional monies borrowed in excess of
interest paid will cause the net assets value of such series shares to rise
faster than otherwise would be the case. On the other hand, if the investment
performance of the additional securities purchased fails to cover its cost
(including any interest paid on the monies borrowed) to such series, the net
asset value of the series will decrease faster than otherwise would be the case.

Phoenix-Sanford Bernstein Mid-Cap Value, Phoenix-Sanford Bernstein Global
Value, Phoenix-Oakhurst Growth and Income and Phoenix-Engemann Nifty Fifty
Series may not borrow except for emergency or other extraordinary purposes, only
from a bank, and only in an amount not to exceed 5% of the series' total assets
(33-1/3% in the case of Phoenix-Oakhurst Growth and Income Series). These series
must also maintain a 300% asset coverage ratio. Phoenix-Sanford Bernstein
Mid-Cap Value Series may collateralize any such borrowings with up to 10% of its
total assets; Phoenix-Oakhurst Growth and Income and Phoenix-Sanford Bernstein
Global Value Series may collateralize any such borrowing with up to 33-1/3% of
its total assets.

PRIVATE PLACEMENTS AND RULE 144A SECURITIES
Each series may purchase securities which have been privately issued and are
subject to legal restrictions on resale or which are issued to qualified
institutional investors under special rules adopted by the SEC. Such securities
may offer higher yields than comparable publicly-traded securities. Such
securities ordinarily can be sold by the series in secondary market transactions
to certain qualified investors pursuant to rules established by the SEC, in
privately negotiated transactions to a limited number of purchasers or in a
public offering made pursuant to an effective registration statement under the
Securities Act of 1933, ads amended (the "1933 Act"). Public sales of such
securities by a series may involve significant delays and expense. Private sales
often require negotiation with one or more purchasers and may produce less
favorable prices than the sale of similar unrestricted securities. Public sales
generally involve the time and expense of the preparation and processing of a
registration statement under the 1933 Act (and the possible decline in value of
the securities during such period) and may involve the payment of underwriting
commissions. In some instances, the series may have to bear certain costs of
registration in order to sell such shares publicly. Except in the case of
securities sold to qualifying institutional investors under special rules
adopted by the SEC for which the subadvisor, under procedures adopted by the
Trustees, determine the secondary market is liquid, Rule 144A Securities will be
considered illiquid. Trustees may determine the secondary market is liquid based
upon the following factors which will be reviewed periodically as required
pursuant to procedures adopted by the series: the number of dealers willing to
purchase or sell the security; the frequency of trades; dealer undertakings to
make a market in the security; and the nature of the security and its market.
Investing in Rule 144A Securities could have the effect of increasing the level
of these series' illiquid securities to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing these securities. Each
series may invest up to 15% of its net assets in illiquid securities.

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<PAGE>

MORTGAGE-BACKED SECURITIES
Phoenix-Goodwin Multi-Sector Fixed Income, Phoenix-Duff & Phelps Real Estate
Securities, Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income,
Phoenix-Janus Growth and Phoenix-Seneca Mid-Cap Growth Series. These series also
may invest in mortgage-backed securities such as mortgage pass-through
certificates, real estate mortgage investment conduit ("REMIC") certificates and
collateralized mortgage obligations ("CMOs"). CMOs are hybrid instruments with
characteristics of both mortgage-backed and mortgage pass-through securities.
Similar to a bond, interest and prepaid principal on a CMO are paid, in most
cases, semiannually. CMOs may be collateralized by whole mortgage loans but are
more typically collateralized by portfolios of mortgage pass-through securities
guaranteed by Government National Mortgage Association (GNMA), for Federal
National Mortgage Association. CMOs are structured into multiple classes, with
each class bearing a different stated maturity. Monthly payments of principal,
including prepayments, are first returned to investors holding the shortest
maturity class; investors holding the longer maturity classes receive principal
only after the first class has been retired. REMICs are similar to CMOs and are
fixed pools of mortgages with multiple classes of interests held by investors.

The series also may invest in pass-through securities that are derived from
mortgages. A pass-through security is formed when mortgages are pooled together
and undivided interests in the pool or pools are sold. The cash flow from the
mortgages is passed through to the holders of the securities in the form of
periodic payments of interest, principal and prepayments (net of a service fee).

The series may purchase pass-through securities at a premium or at a
discount. The value of pass-through securities in which the series may invest
will fluctuate with changes in interest rates. The value of such securities
varies inversely with interest rates, except that when interest rates decline,
the value of pass-through securities may not increase as much as other debt
securities because of the prepayment feature. Changes in the value of such
securities will not affect interest income from those obligations but will be
reflected in the series' net asset value.

A particular risk associated with pass-through securities involves the
volatility of prices in response to changes in interest rates or prepayment
risk. Prepayment rates are important because of their effect on the yield and
price of securities. Prepayments occur when the holder of an individual mortgage
prepays the remaining principal before the mortgages' scheduled maturity date.
As a results of the pass-through of prepayments of principal on the underlying
securities, mortgage-backed securities are often subject to more rapid
prepayment of principal than their stated maturity would indicate. Although the
pattern of repayments is estimated and reflected in the price paid for
pass-through securities at the time of purchase, the actual prepayment behavior
of mortgages cannot be known at that time. Therefore, it is not possible to
predict accurately the realized yield or average life of a particular issue of
pass-through securities. Prepayments that occur faster than estimated adversely
affect yields for pass-throughs purchased at a premium (that is, a price in
excess of principal amount) and may cause a loss of principal because the
premium may not have been fully amortized at the time the obligation is repaid.
The opposite is true for pass-throughs purchased at a discount. Furthermore, the
proceeds from prepayments usually are reinvested at current market rates, which
may be higher than, but usually are lower than, the rates earned on the original
pass-through securities. Prepayments on a pool of mortgage loans are influenced
by a variety of economic, geographic, social and other factors, including
changes in mortgagors' housing needs, job transfers, unemployment, mortgagors'
net equity in the mortgaged properties and servicing decisions. Generally,
however, prepayments on fixed rate mortgage loans will increase during a period
of falling interest rates and decrease during a period of rising interest rates.
Mortgage-backed securities may decrease in value as a result of increases in
interest rates and may benefit less than other fixed income securities or
decline in value from declining interest rates because of risk of prepayment.
Pass-through securities are forms of derivatives.

LENDING OF PORTFOLIO SECURITIES
Subject to certain investment restrictions, a series (other than
Phoenix-Engemann Nifty Fifty Series) may, from time to time, lend securities
from its portfolio to brokers, dealers and financial institutions deemed
creditworthy and receive, as collateral, cash or cash equivalents which at all
times while the loan is outstanding will be maintained in amounts equal to at
least 100% (except the Phoenix-Aberdeen New Asia Series which will maintain an
amount equal to at least 102%) of the current market value of the loaned
securities. Any cash collateral will be invested in short-term securities which
will increase the current income of the series lending its securities. A series
will have the right to regain record ownership of loaned securities to exercise
beneficial rights such as voting rights and subscription rights. While a
securities loan is outstanding, the series is to receive an amount equal to any
dividends, interest or other distributions with respect to the loaned
securities. A series may pay reasonable fees to persons unaffiliated with the
fund for services in arranging such loans.

Even though securities lending usually does not impose market risks on the
lending series, a series would be subject to risk of loss due to an increase in
value if the borrower fails to return the borrowed securities for any reason
(such as the borrower's insolvency). Moreover, if the borrower of the securities
is insolvent, under current bankruptcy law, a series could be ordered by a court
not to liquidate the collateral for an indeterminate period of time. If the
borrower is the subject of insolvency proceedings and the collateral held may
not be liquidated, the result could be a material adverse impact on the
liquidity of the lending series.

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<PAGE>

WHEN-ISSUED SECURITIES
Phoenix-J.P. Morgan Research Enhanced Index, Phoenix-Federated U.S.
Government Bond, Phoenix-Janus Growth, Phoenix-Janus Equity Income,
Phoenix-Janus Flexible Income, Phoenix-Morgan Stanley Focus Equity,
Phoenix-Engemann Small & Mid-Cap Growth, Phoenix-Sanford Bernstein Global Value,
Phoenix-Sanford Bernstein Small-Cap Value and Phoenix-Seneca Mid-Cap Growth
Series. These series may purchase securities on a when-issued basis. New issues
of certain securities are offered on a when-issued basis, that is, delivery and
payment for the securities normally takes place 15 to 45 days or more after the
date of the commitment to purchase. The payment obligation and the interest
rate, if any, that will be received on the securities are each fixed at the time
the buyer enters into the commitment. The series will generally make a
commitment to purchase such securities with the intention of actually acquiring
the securities. However, the series may sell these securities before the
settlement date if it is deemed advisable as a matter of investment strategy.
When the series purchases securities on a when-issued basis, cash or liquid
securities equal in value to commitments for the when-issued securities will be
deposited in a segregated account with the series' custodian bank. Such
segregated securities either will mature or, if necessary, be sold on or before
the settlement date.

Securities purchased on a when-issued basis are subject to changes in market
value. Therefore, to the extent the series remains substantially fully invested
at the same time that they have purchased securities on a when-issued basis,
there will be greater fluctuations in the net asset values than if the series
merely set aside cash to pay for when-issued securities. In addition, there will
be a greater potential for the realization of capital gains. When the time comes
to pay for when-issued securities, the series will meet its obligations from
then available cash flow, the sales of securities or, although it would not
normally expect to do so, from the sale of the when-issued securities themselves
(which may have a value greater or less than the payment obligation). Lastly,
investing in when-issued securities includes the risk that the securities may
never be issued, in which event the series may incur expenses associated with
unwinding such transactions.

STRUCTURED NOTES
The Phoenix-Morgan Stanley Focus Equity Series may use Structured Notes.
These are derivative securities for which the amount of principal repayment
and/or interest payments is based upon the movement of one or more "factors."
These factors include, but are not limited to, currency exchange rates, interest
rates (such as the prime lending rate and LIBOR) and stock indices, such as the
S&P 500. In some cases, the impact of the movements of these factors may
increase or decrease through the use of multipliers or deflators.

Structured Notes may be designed to have particular quality and maturity
characteristics and may vary from money market quality to below investment
grade. Depending on the factor used and the use of multipliers or deflators,
however, changes in interest rates and movement of the factor may cause
significant price fluctuations or may cause particular Structured Notes to
become illiquid. The series will use Structured Notes to tailor its investments
to the specific risks and returns the subadvisor wishes to accept while avoiding
or reducing certain other risks.

INVESTMENT RESTRICTIONS
--------------------------------------------------------------------------------
The fund's fundamental policies as they affect any series cannot be changed
without the approval of a vote of a majority of the outstanding shares of such
series, which is the lesser of (i) 67% or more of the voting securities of such
series present at a meeting if the holders of more than 50% of the outstanding
voting securities of such series are present or represented by proxy or (ii)
more than 50% of the outstanding voting securities of such series. A proposed
change in fundamental policy or investment objective will be deemed to have been
effectively acted upon by any series if a majority of the outstanding voting
securities of that series votes for the approval of the proposal as provided
above, notwithstanding (1) that such matter has not been approved by a majority
of the outstanding securities of any other series affected by such matter and
(2) that such matter has not been approved by a majority of the outstanding
voting securities of the fund.

The following investment restrictions are fundamental policies of the fund
with respect to all series and may not be changed except as described above;
provided, however, that restrictions (6) through (9) and (13) below, although
applicable to the Phoenix-Morgan Stanley Focus Equity Series, will not be
treated as fundamental restrictions of that series and may be changed without
shareholder approval. The fund may not:

(1) Purchase real estate or any interest therein, except through the
purchase of corporate or certain government securities (including
securities secured by a mortgage or a leasehold interest or other
interest in real estate). A security issued by a real estate or
mortgage investment trust is not treated as an interest in real estate.
The Phoenix-Duff & Phelps Real Estate Securities and the
Phoenix-Federated U.S. Government Bond Series may, however, invest in
mortgage-backed securities.

(2) Make loans other than loans of securities secured by cash or cash
equivalents for the full value of the securities; any interest earned
from securities lending will inure to the benefit of the series which
holds such securities. However, the purchase of debt securities which
are ordinarily purchased by financial institutions are not considered
the loaning of money.

(3) Invest in commodities or in commodity contracts or in options provided,
however, that it may write

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covered call option contracts; and provided further, that the
Phoenix-Oakhurst Strategic Allocation, Phoenix-Oakhurst Balanced,
Phoenix-Hollister Value Equity, Phoenix-Oakhurst Growth and Income,
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income,
Phoenix-Janus Growth, Phoenix-Morgan Stanley Focus Equity,
Phoenix-Federated U.S. Government Bond and Phoenix-Seneca Mid-Cap
Growth Series may enter into financial futures contracts to purchase
and sell debt obligations and may buy call and put options on
securities and stock market indexes; and provided further, that the
Phoenix-Aberdeen International, Phoenix-Sanford Bernstein Global Value,
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income,
Phoenix-Janus Growth, Phoenix-Morgan Stanley Focus Equity and
Phoenix-Aberdeen New Asia Series may purchase call and put options on
securities, engage in financial futures contracts and related options
transactions, write secured put options, and enter into foreign
currency and foreign currency options transactions.

(4) Engage in the underwriting of securities of other issuers, except to
the extent any series may be deemed an underwriter in selling as part
of an offering registered under the Securities Act of 1933 securities
which it has acquired. The Phoenix-Aberdeen International,
Phoenix-Sanford Bernstein Global Value and Phoenix-Aberdeen New Asia
Series will, and the Phoenix-Janus Equity Income, Phoenix-Janus
Flexible Income and Phoenix-Janus Growth Series may buy and sell
securities outside the United States that are not registered with the
SEC or marketable in the United States.

(5) Borrow money, except as a temporary measure where such borrowing would
not exceed 25% of the market value of total assets at the time each
such borrowing is made, and except that the Phoenix-Morgan Stanley
Focus Equity Series may borrow from banks in an amount not to exceed
33-1/3% of its total assets (including the amount borrowed) in
accordance with its investment objective and policies. However, the
fund may borrow money for any general purpose from a bank provided such
borrowing does not exceed 10% of the net asset value of the fund, not
considering any such borrowings as liabilities. The Phoenix-Oakhurst
Strategic Allocation, Phoenix-Aberdeen International, Phoenix-Sanford
Bernstein Global Value, Phoenix-Janus Equity Income, Phoenix-Janus
Flexible Income, Phoenix-Janus Growth, Phoenix-Morgan Stanley Focus
Equity, Phoenix-Federated U.S. Government Bond and Phoenix-Aberdeen New
Asia Series may borrow money to the extent of financial futures
transactions and reverse repurchase agreements, provided that such
borrowings are limited to 33-1/3% of the value of the total assets of
the series.

(6) Invest in illiquid securities in an amount greater than 15% of the net
asset value of any series' portfolio at the time any such investment is
made.

(7) Purchase securities on margin, except for short-term credits as may be
necessary for the clearance of purchases or sales of securities, or to
effect a short sale of any security. (The deposit of "maintenance
margin" in connection with financial options futures and swap contracts
is not considered the purchase of a security on margin.)

(8) Invest for the purpose of exercising control over or management of any
company.

(9) Unless received as a dividend or as a result of an offer of exchange
approved by the SEC or of a plan of reorganization, purchase or
otherwise acquire any security issued by an investment company if the
series would immediately thereafter own (a) more than 3% of the
outstanding voting stock of the investment company, (b) securities of
the investment company having an aggregate value in excess of 5% of the
series' total assets, (c) securities of investment companies having an
aggregate value in excess of 10% of the series' total assets or (d)
together with investment companies having the same investment advisor
as the fund (and companies controlled by such investment companies),
more than 10% of the outstanding voting stock of any registered
closed-end investment company, except that the Phoenix-Federated U.S.
Government Bond Series may invest without limit in the securities of
money market investment companies, including affiliated investment
companies.

(10) (a) Invest more than 5% of its total assets (taken at market value at
the time of each investment) in the securities (other than United
States government or government agency securities or in the case of the
Phoenix-Aberdeen International and Phoenix-Aberdeen New Asia Series,
other than foreign government securities) or, with respect to the
Phoenix-Oakhurst Strategic Allocation and Phoenix-Oakhurst Balanced
Series, call or put options contracts and financial futures contracts
of any one issuer (including repurchase agreements with any one bank);
nor (b) purchase more than either (i) 10% in principal amount of the
outstanding debt securities of an issuer (the foregoing restriction
being inapplicable to the Phoenix-Duff & Phelps Real Estate Securities
Series) or (ii) 10% of the outstanding voting securities of an issuer,
except that such restrictions shall not apply to securities issued or
guaranteed by the United States government or its agencies, bank

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<PAGE>

money instruments or bank repurchase agreements. The Phoenix-Aberdeen
International Series will, with respect to 75% of its assets, limit its
investment in the securities of any one foreign government, its
agencies or instrumentalities to 5% of the series' total assets. The
above restrictions will apply only to securities comprising 75% of the
value of the total assets with respect to the Phoenix-Engemann Small &
Mid-Cap Growth, Phoenix-Janus Equity Income, Phoenix-Janus Flexible
Income and Phoenix-Janus Growth Series. None of the above restrictions
will apply to the Phoenix-Bankers Trust Dow 30, Phoenix-Bankers Trust
Nasdaq-100 Index(R) or Phoenix-Morgan Stanley Focus Equity Series.

(11) Concentrate the portfolio investments in any one industry (the
foregoing restriction being inapplicable to the Phoenix-Duff & Phelps
Real Estate Securities, Phoenix-Bankers Trust Dow 30, Phoenix-Bankers
Trust Nasdaq-100 Index(R) or Phoenix-Morgan Stanley Focus Equity
Series). No security may be purchased for a series if such purchase
would cause the value of the aggregate investment in any one industry
to exceed 25% of the series' total assets. However, the Phoenix-Goodwin
Money Market Series and Phoenix-Oakhurst Strategic Allocation Series
may invest more than 25% of their assets in the banking industry. The
Phoenix-Duff & Phelps Real Estate Securities Series may invest not less
than 75% of its assets in the real estate industry. Government
securities, municipal bonds and bank instruments shall not be
considered an industry.

(12) Issue senior securities.

(13) Enter into repurchase agreements which would cause more than 10% (15%
with respect to the Phoenix-Federated U.S. Government Bond,
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income,
Phoenix-Janus Growth, Phoenix-Engemann Small & Mid-Cap Growth and
Phoenix-Morgan Stanley Focus Equity Series) of any Series' net assets
(taken at market value) to be subject to repurchase agreements maturing
in more than 7 days.

PORTFOLIO TURNOVER
--------------------------------------------------------------------------------
The portfolio turnover rate of each series 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 all
securities, including options, with maturities at the time of acquisition of one
year or less). All long-term securities, including long-term U.S. Government
securities, are included. A high rate of portfolio turnover generally involves
correspondingly greater brokerage commission expenses, which must be borne
directly by the series. Turnover rates may vary greatly from year to year as
well as within a particular year and also may be affected by cash requirements
for redemptions of each series' shares by requirements which enable the fund to
receive certain favorable tax treatments. The portfolio turnover rates for each
series (other than the Phoenix-Goodwin Money Market Series) are set forth under
"Financial Highlights" in the prospectus. The portfolio turnover rates for the
Phoenix-Bankers Trust Dow 30, Phoenix-Janus Equity Income, Phoenix-Janus
Flexible Income, Phoenix-Janus Growth, Phoenix-Federated U.S. Government Bond
and Phoenix-Morgan Stanley Focus Equity Series are for less than a full year.

MANAGEMENT OF THE FUND

The Trustees and executive officers of the fund and their principal
occupations for the last five years are set forth below. Unless otherwise noted,
the address of each executive officer and Trustee is 56 Prospect Street,
Hartford, Connecticut 06115.

<TABLE>
<CAPTION>
POSITION(S) PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE FUND DURING PAST FIVE YEARS
---------------- ------------- ----------------------

<S> <C> <C>
Frank M. Ellmer (60) Trustee Retired; previously Audit Partner and Past Regional Director of
427 Woodhaven Road Health Care, Ernst & Young, LLP (partner since 1978).
Glastonbury, CT 06033

John A. Fabian (66) Trustee Retired; previously Chief Investment Officer, Home Life Insurance
497 Hensler Lane Company (1982-1992); Executive Vice President, Investment
Oradell, NJ 07649 Department, Phoenix Home Life Mutual Insurance
Company (1992-1994).
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
POSITION(S) PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE FUND DURING PAST FIVE YEARS
---------------- ------------- ----------------------

<S> <C> <C>
Roger A. Gelfenbein (57) Trustee Retired; previously Managing Partner (1989-Retirement), Partner
1983-1989), Manager (1978-1983), Andersen Consulting. Comptroller,
City of Bridgeport, Connecticut (1971-1975)

Eunice S. Groark (62) Trustee Director, Member Audit Committee and Executive Committee, Chair,
35 Saddleridge Drive Trust Committee, Peoples Bank, CT (since 1995). Visiting Professor
Bloomfield, CT 06002 in Government, Wesleyan University (since 1997). Columnist,
Journal-Inquirer (since 1995). Fellow, Institute of Politics,
Kennedy School, Harvard University (1996). Adjunct Professor,
Hartford College for Women, University of Hartford (1996).
Lieutenant Governor of the State of Connecticut (1991-1995).

Frank E. Grzelecki (63) Trustee Retired; previously President & Chief Operations Officer (1992-1997),
Vice Chairman of the Board (1989-1992), Handy & Harman. Management
Consultant, Saugatuck Associates, Inc. (1986-1989). Corporate Vice
President, Beatrice Companies, Inc. (1984-1986). President, Chief
Operating Officer, Lenox, Inc. (1981-1984).

John R. Mallin (50) Trustee Director, Hartford Ballet. Past President/Director, Connecticut
Cummings & Lockwood Down Syndrome Congress. Past President/Chairman, Corporate Advisory
185 Asylum Street Committee of the Connecticut Rivers Council, Boy Scouts of America,
Hartford, CT 06103 Past Chairman, Scouting Unlimited Committee, Past Officer, Long
Rivers Council. Director/Treasurer, Connecticut Chapter of the
Harvard Law School Association. Director, Business for Downtown
Hartford. Partner, Cummings & Lockwood (since 1996). Partner,
Corcoran, Mallin & Asresco, P.C. (1987-1996).

Timothy P. Shriver (41) Trustee Chair, Collaborative for the Advancement of Social and Emotional
Special Olympics Inc. Learning. Co-Chair, Advisory Panel on Youth Service for General
1325 G Street NW, Suite 500 Colin Powell's "America's Promise"-- The President's Summit on
Washington, DC 20005 Youth. Director Chair, The Shriver Center National Advisory Board,
The University of Maryland Baltimore County (since 1996). Director,
The John F. Kennedy Library Foundation (since 1993). Director,
Amistad America, Inc. (since 1998). Director, Education Compact for
Learning & Citizenship (since 1998). President and CEO, Special
Olympics International (since 1996). Co-Producer, Amistad film
(1997). President, 1995 Special Olympic World Games (1992-1995).

Simon Y. Tan (48)* Trustee Executive Vice President, Life and Annuity Products and Operations,
and President Phoenix Home Life Mutual Insurance Company (since 1994).

Dona D. Young (46) Trustee President (2000-present); Executive Vice President and General Counsel
(1994-2000); Senior Vice President and General Counsel (1989-1994);
Vice President and Assistant General Counsel (1987-1989); Second Vice
President and Insurance Counsel; Law (1985-1987); Assistant Vice
President, Reinsurance Administration (1984-1985); Phoenix Home Life
Mutual Life Insurance Company.
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
POSITION(S) PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE FUND DURING PAST FIVE YEARS
---------------- ------------- ----------------------

<S> <C> <C>
Michael E. Haylon (42) Executive Director and Executive Vice President--Investments, Phoenix Duff &
Vice President Phelps Corporation (1995-present). Executive Vice President,
Phoenix Funds (1993-present) and Phoenix-Aberdeen Series Fund
(1996-present). Executive Vice President (1997-present), Vice
President (1996-1997), Phoenix Duff & Phelps Institutional Mutual
Funds. Director (1994-present), President (1995-present, Executive
Vice President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director (1994-present), President
(1996-present), Executive Vice President (1994-1996), Vice President
(1993-1994), National Securities & Research Corporation. Director,
Phoenix Equity Planning Corporation (1995-present). Senior Vice
President, Securities Investment, Phoenix Home Life Mutual Insurance
Company (1993-1995).

Michael J. Gilotti (63)* Executive Senior Vice President, Phoenix Home Life Mutual Insurance Company
Vice President (6/99-present), Vice President and Head of Bank and Broker/Dealer
Operations, Aetna (1994-1998), Principal and Founding Partner, Eden
Financial Group (1982-1998).

Roger Engemann (58) Senior Vice President President, Roger Engemann & Associates (1992-present). President
600 North Rosemead Boulevard and Director, Pasadena Capital Corporation. Senior Vice President,
Pasadena, CA 91107 The Phoenix Edge Series Fund and Phoenix Series Fund (1998-present).
Managing Director, Equities, Phoenix Investment Counsel, Inc.
(1998-present).

Gail P. Seneca (44) Senior Vice President President, Chief Executive and Chief Investment Officer, Seneca
909 Montgomery Street Capital Management, LLC (1996-present). Chief Executive and
San Francisco, CA 94133 Investment Officer, and a managing general partner, GMG/Seneca
Capital Management, LLC (1989-present). President and a Trustee,
Seneca Funds (1996-present). Senior Vice President, The Phoenix
Edge Series Fund (1998-present).

James D. Wehr (42) Senior Vice President Managing Director, Fixed Income (1996-present), Vice President
(1991-1996), Phoenix Investment Counsel, Inc. Managing Director,
Fixed Income (1996-present), Vice President (1993-1996), National
Securities & Research Corporation. Senior Vice President, Phoenix
Multi-Portfolio Fund, Phoenix Series Fund, The Phoenix Edge Series
Fund, Phoenix California Tax Exempt Bonds, Inc., Phoenix Duff &
Phelps Institutional Mutual Funds, Phoenix-Goodwin Multi-Sector
Fixed Income Fund, Inc., Phoenix Multi-Sector Short Term Bond Fund,
Phoenix Income and Growth Fund and Phoenix Strategic Allocation
Fund (1997-present). Senior Vice President and Chief Investment
Officer, Duff & Phelps Utilities Tax-Free Income Inc.
(1997-present). Vice President, Phoenix Multi-Portfolio Fund
(1988-1997), Phoenix Series Fund (1990-1997), The Phoenix Edge
Series Fund (1991-1997), Phoenix California Tax Exempt Bonds, Inc.
(1993-1997) and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-1997). Managing Director, Public Fixed Income, Phoenix Home
Life Insurance Company (1991-1995).

</TABLE>
20
<PAGE>

<TABLE>
<CAPTION>
POSITION(S) PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE FUND DURING PAST FIVE YEARS
---------------- ------------- ----------------------

<S> <C> <C>
Hugh Young (41) Senior Vice President Senior Vice President, Phoenix-Aberdeen Series Fund and The Phoenix
Aberdeen Asset Managers LTD Edge Series Fund (1996-present). Director, Phoenix-Aberdeen
88A Circular Road International Advisors, LLC. Far East Investment Director, Aberdeen
Singapore 049439 Asset Management Asia Limited (1988-present). Managing Director,
Aberdeen Asset Management Asia Limited (1992-present). Director,
Abtrust Asian Smaller Companies Investment Trust plc
(1995-present), Abtrust New Dawn Investment Trust plc
(1989-present), Abtrust Emerging Asia Investment Trust Limited
(1990-present), JF Philippine Fund Inc. and Apollo Tiger.

</TABLE>

-------------------
* Trustees identified with an asterisk are considered to be "interested
persons" of the fund within the meaning of the definition set forth in
Section 2(a)(19) of the Investment Company Act of 1940.]

No person listed in the foregoing table has any immediate family
relationship with any other person listed in the table.

At December 31, 1999, the former Trustees and officers as a group owned none
of the then outstanding shares of the fund.

The Trustees are paid an annual retainer of $12,000 plus a fee of $2,000 for
each meeting attended. In addition, members of the Audit and Nominating
Committees are paid a fee of $2,000 for each meeting attended. Also Trustees are
reimbursed for expenses incurred in connection with meeting attendance. For
services rendered to the fund during the fiscal year ended December 31, 1999,
the Trustees received an aggregate $25,000 from the fund as Trustee Fees. The
trustees became trustees on November 22, 1999 following election by
shareholders.

Trustee costs are allocated equally to each of the series of the funds
within the fund complex. Officers and employees of the advisor who are
"interested persons" are compensated by the advisor and receive no compensation
from the fund.

21
<PAGE>

CONTROL PERSONS
The shares of each of the series are owned by one or more of the separate
accounts of the Phoenix family of insurance companies offering variable
insurance and annuity products. The table below shows the percentage ownership
of each series held by each separate or general account as of October 31, 2000.

------------------------------------------------------------------------------------------------------------------------------------
PHOENIX
PHOENIX LIFE &
PHOENIX HOME HOME LIFE PHOENIX PHOENIX ANNUITY
LIFE VARIABLE HOME HOME PHOENIX VARIABLE
VARIABLE UNIVERSAL LIFE LIFE HOME LIFE PHL VARIABLE UNIVERSAL
ACCUMULATION LIFE SEPARATE SEPARATE SEPARATE ACCUMULATION LIFE
SERIES ACCOUNT ACCOUNT ACCOUNT B ACCOUNT C ACCOUNT D ACCOUNT ACCOUNT
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Phoenix-Aberdeen International 51.1% 28.9% 0.0% 0.0% 0.0% 20.1% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia 34.7% 23.6% 0.0% 0.0% 0.0% 41.6% 0.1%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 69.8% 4.1% 0.0% 0.0% 0.0% 26.1% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Bankers Trust Nasdaq-100 Index(R) 81.8% 9.9% 0.0% 0.0% 0.0% 8.3% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities 39.0% 18.8% 0.0% 0.0% 0.0% 42.2% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Capital Growth 56.2% 24.7% 0.2% 0.2% 0.1% 18.7% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty 34.9% 20.0% 0.0% 0.0% 0.0% 45.0% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth 74.8% 4.1% 0.0% 0.0% 0.0% 21.1% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond 69.4% 2.6% 0.0% 0.0% 0.0% 28.0% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market 41.3% 28.0% 0.0% 0.0% 0.0% 30.6% 0.2%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income 47.5% 16.5% 0.0% 0.0% 0.0% 36.0% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity 35.4% 26.3% 0.0% 0.0% 0.0% 38.2% 0.1%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-J.P. Morgan Research Enhanced Index 32.0% 31.9% 0.0% 0.0% 0.0% 36.0% 0.1%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Equity Income 45.3% 9.8% 0.0% 0.0% 0.0% 44.2% 0.8%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income 61.3% 3.3% 0.0% 0.0% 0.0% 34.4% 1.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth 35.3% 18.5% 0.0% 0.0% 0.0% 45.9% 0.3%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Focus Equity 74.1% 8.8% 0.0% 0.0% 0.0% 17.0% 0.1%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Balanced 64.3% 13.7% 0.0% 0.0% 0.0% 22.0% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth & Income 32.6% 15.0% 0.0% 0.0% 0.0% 52.4% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Strategic Allocation 66.1% 16.6% 0.0% 0.0% 0.0% 17.3% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Global Value 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap Value 41.5% 27.3% 0.0% 0.0% 0.0% 31.1% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Small-Cap Value Equity 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth 39.2% 18.9% 0.0% 0.0% 0.0% 41.8% 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Strategic Theme 41.3% 16.8% 0.0% 0.0% 0.0% 41.8% 0.0%
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

PHL Variable Insurance Company is an indirect, wholly-owned subsidiary of

Phoenix which is the controlling entity of each series.

Phoenix Life and Annuity Company is an indirect, wholly-owned subsidiary of
Phoenix which is the controlling entity of each series.

No shares of any series is held by any officer or director of the fund or
any advisor or subadvisor.

22
<PAGE>

THE INVESTMENT ADVISORS
--------------------------------------------------------------------------------

The fund has entered into Investment Advisory Agreements ("Agreements") with
Phoenix Investment Counsel, Inc. ("PIC"), DPIM, Phoenix Variable Advisors, Inc.
("PVA") and Phoenix-Aberdeen International Advisors, LLC ("PAIA").

Phoenix is in the business of writing ordinary and group life and health
insurance and annuities. Phoenix Equity Planning Corporation ("PEPCO") performs
bookkeeping and pricing and administrative services for the fund. It also
provides bookkeeping and pricing services to other investment companies advised
by PIC and its affiliates. PEPCO is registered as a broker-dealer in 50 states.
The executive offices of Phoenix, PVA and PAIA are located at One American Row,
Hartford, Connecticut 06102-5056 and the principal offices of PEPCO are located
at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.

INVESTMENT ADVISORS
The fund's investment advisors to all series, except the Phoenix-Duff &
Phelps Real Estate Securities and Phoenix-Aberdeen New Asia Series are PIC and
PVA. All of the outstanding stock of PIC is owned by PEPCO, a subsidiary of
Phoenix Investment Partners, Ltd. ("PXP"). Phoenix owns a controlling interest
in PXP. PEPCO also performs bookkeeping, pricing and administrative services for
the fund.

In addition to the fund, PIC serves as investment advisor to the
Phoenix-Oakhurst Strategic Allocation Fund, Inc. Phoenix Strategic Equity Series
Fund (all series other than Equity Opportunities Series), Phoenix Duff & Phelps
Institutional Mutual Funds (all portfolios other than the Phoenix-Duff & Phelps
Real Estate Securities Equity Securities Portfolio, Core Equity Portfolio and
the Enhanced Reserves Portfolio), Phoenix Growth and Income Fund of Phoenix
Equity Series Fund, Phoenix Investment Trust 97 and Phoenix Multi-Portfolio Fund
(all portfolios other than the Real Estate Securities Portfolio) and as
subadvisor to Sun America Series Trust. PIC also serves as subadvisor to the
Phoenix-Aberdeen New Asia Series. PIC was originally organized in 1932 as John
P. Chase, Inc. As of December 31, 1999, PIC has approximately $25.7 billion in
assets under management.

PVA, a wholly owned subsidiary of Phoenix, began serving as an investment
advisor to the fund in 1999 and delegates certain investment decisions and
research functions to subadvisors with respect to the following series:
Phoenix-Bankers Trust Dow 30, Phoenix-Sanford Bernstein Global Value,
Phoenix-Sanford Bernstein Small-Cap Value, Phoenix-Federated U.S. Government
Bond, Phoenix-J.P. Morgan Research Enhanced Index, Phoenix-Janus Equity Income,
Phoenix-Janus Flexible Income, Phoenix-Janus Growth, Phoenix-Morgan Stanley
Focus Equity and Phoenix-Sanford Bernstein Mid-Cap Value. As of December 31,
1999, PVA has approximately $166.8 million in assets under management.

Bankers Trust Company ("Bankers Trust") serves as subadvisor to the
Phoenix-Bankers Trust Dow 30 and Phoenix-Bankers Trust Nasdaq-100 Index(R)
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 December 31, 1999, Deutsche Asset Management
has $580 billion in assets under management globally and in the U.S. Deutsche
Asset Management is responsible for $287 billion in client assets.

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.

Janus Capital Corporation ("Janus") is the investment subadvisor to the
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income and Phoenix-Janus
Growth Series and is located at 100 Fillmore Street, Denver, Colorado 80206.
Janus began serving as an investment advisor to an investment company in 1970
and currently serves as investment advisor to all of the Janus retail funds,
acts as subadvisor for a number of private label mutual funds and provides
separate account advisory services for institutional accounts. As of December
31, 1999, Janus had $248.8 billion under management.

Roger Engemann & Associates ("Engemann") serves as subadvisor to the
Phoenix-Engemann Nifty Fifty, Phoenix-Engemann Capital Growth and
Phoenix-Engemann Small & Mid-Cap Growth Series. Engemann is a wholly owned
subsidiary of Pasadena Capital Corporation, which in turn is a wholly owned
subsidiary of PD&P. Engemann has been engaged in the investment management
business since 1969, and provides investment counseling services to retirement
plans, colleges, corporations, trusts and individuals. Engemann also serves as
investment advisor to the Phoenix-Engemann Funds.

23
<PAGE>

As of December 31, 1999, Engemann had approximately $10.9 billion in assets
under management.

Morgan Stanley Asset Management ("MSAM"), is the investment subadvisor to
the Phoenix-Morgan Stanley Focus Equity 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. MSAM 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.

Seneca Capital Management, LLC serves as subadvisor to the Phoenix-Seneca
Mid-Cap Growth Series. PD&P owns a majority interest in Seneca; the balance is
owned by certain of its employees, including Gail Seneca, one of the portfolio
management team leaders, and the former limited partners of GMG/Seneca Capital
Management, LLC. Seneca (including its predecessor, GMG/Seneca Capital
Management LP) has been an investment advisor since 1989, managing equity and
fixed-income securities portfolios primarily for institutions and individuals.
As of December 31, 1999, Seneca had approximately $9.2 billion in assets under
management.

Sanford C. Bernstein & Co., Inc., ("Sanford Bernstein"), serves as
subadviser to the Phoenix-Sanford Bernstein Global Value, Phoenix-Sanford
Bernstein Small-Cap Value and Phoenix-Sanford Bernstein Mid-Cap Value Series.
Sanford Bernstein's principal place of business is located 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. Prior to October 1, 2000, Schafer Capital Management,
Inc. served as subadvisor to the Phoenix-Sanford Bernstein Mid-Cap Value Series.

The offices of Duff & Phelps Investment Management Co. ("DPIM") are located
at 55 East Monroe Street, Suite 3600, Chicago, Illinois 60603. DPIM also serves
as investment advisor to the Core Equity Fund of Phoenix Equity Series Fund, the
Enhanced Reserves, Core Equity and Real Estate Equity Securities Portfolio of
Phoenix Duff & Phelps Institutional Mutual Funds, the Real Estate Securities
Portfolio of Phoenix Multi-Portfolio Fund and three closed-end funds: Duff &
Phelps Utilities Income Inc., Duff & Phelps Utilities Tax-Free Income Inc. and
Duff & Phelps Utility and Corporate Bond Trust Inc. The investment advisor at
inception of the Phoenix-Duff & Phelps Real Estate Securities Series was Phoenix
Realty Securities, Inc. ("PRS" or "Advisor") PRS is a wholly-owned indirect
subsidiary of Phoenix Home Life. On March 2, 1998, DPIM purchased the management
rights for the series from PRS and PRS's contract was assigned to DPIM. As of
December 31, 1999, DPIM had approximately $15.6 billion in assets under
management.

PAIA, a Delaware limited liability company formed in 1996 and jointly owned
and managed by PM Holdings, Inc., a subsidiary of Phoenix, and Aberdeen Fund
Managers, Inc., a wholly-owned subsidiary of Aberdeen Asset Management plc.
Aberdeen Fund Managers, Inc. has its principal offices located at One Financial
Plaza, Suite 2210, NationsBank Tower, Fort Lauderdale, Florida 33394. PAIA
serves as investment advisor to the Phoenix-Aberdeen New Asia Series and as
subadvisor to the Phoenix-Aberdeen International Series. PAIA also serves as
investment advisor to the Phoenix-Aberdeen Series. Aberdeen Fund Managers, Inc.
also serves as subadvisor for the Phoenix-Aberdeen New Asia Series and
Phoenix-Aberdeen Series Fund. As of December 31, 1999, PAIA had approximately
$60.9 million in assets under management.

Aberdeen Asset Management was founded in 1983 and through subsidiaries
operating from offices in Aberdeen, Scotland; London, England; Singapore and
Fort Lauderdale, Florida, provides investment management services to unit and
investment trusts, segregated pension funds and other institutional and private
portfolios. As of December 31, 1999, Aberdeen Asset Management, and its advisory
subsidiaries, had approximately $29.97 billion in assets under management.

Simon Tan, President and Trustee of the fund, is a director and officer of
PVA. Michael Haylon, an officer of the Trust, is a director and officer of PIC
and also an officer of DPIM. David L. Albrycht, Christian Bertelsen, Steven L.
Colton, J. Roger Engemann, James E. Mair, Julie Sapia, John S. Tilson, James D
Wehr, David K. Schafer and Gail P. Seneca, officers of the Trust, are officers
of PIC. Michael Schatt, an officer of the Trust, is also an officer of DPIM.
Hugh Young, an officer of the Trust, is also an officer and director of PAIA.

The Agreements provide that each Advisor shall furnish continuously, at its
own expense, an investment program for each of the series, subject at all times
to the supervision of the Trustees. They also provide that all costs and
expenses not specifically enumerated as payable by the Advisors shall be paid by
the fund or by Phoenix, PHL Variable and PLAC. The Advisors or Phoenix, PHL
Variable and PLAC have agreed to reimburse the fund for

24
<PAGE>

certain operating expenses for all series. Each series (except the
Phoenix-Aberdeen International, Phoenix-Duff & Phelps Real Estate Securities,
Phoenix-Goodwin Strategic Theme, Phoenix-Aberdeen New Asia, Phoenix-J.P.
Morgan Research Enhanced Index and Phoenix-Seneca Mid-Cap Growth Series) pays a
portion or all of its total operating expenses other than the management fee, up
to .15% of its total average net assets. The Phoenix-Aberdeen International,
Phoenix-Duff & Phelps Real Estate Securities, Phoenix-Goodwin Strategic Theme,
Phoenix-Aberdeen New Asia, Phoenix-J.P. Morgan Research Enhanced Index and
Phoenix-Seneca Mid-Cap Growth Series pay total operating expenses other than the
management fee up to .40%, .25%, .25%, .25%, .10%, and .25%, respectively, of
its total average net assets. Expenses above these limits are paid by the
Advisors, Phoenix, PHL Variable or PLAC.

The Agreements also provide that the Advisors will reimburse the fund for
the amount, if any, by which the total operating expenses (including the
Advisor's compensation, but excluding interest, taxes, brokerage fees and
commissions and extraordinary expenses) for any fiscal year exceed the level of
expenses which the fund is permitted to bear under the most restrictive expense
limitation.

To the extent that any expenses are paid by the fund, they will be paid by
the series incurring them or, in the case of general expenses, may be charged
among the series in relation to the benefits received by the shareholders, as
determined by the financial agent under the supervision of the Board of
Trustees. Such expenses shall include, but shall not be limited to, all expenses
(other than those specifically referred to as being borne by the Advisors,
Phoenix, PHL Variable or PLAC) incurred in the operation of the fund and any
offering of its shares, including, among others, interest, taxes, brokerage fees
and commissions, fees of Trustees, expenses of Trustees' and shareholders'
meetings including the cost of printing and mailing proxies, expenses of
insurance premiums for fidelity and other coverage, expenses of repurchase and
redemption of shares, certain expenses of issue and sale of shares, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, bookkeeping, auditing and legal expenses. The fund,
Phoenix, PHL Variable or PLAC also will pay the fees and bear the expense of
registering and maintaining the registration of the fund and its shares with the
SEC and the expense of preparing and mailing prospectuses and reports to
shareholders.

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

The Investment Advisory Agreements also provide that, as full compensation
for the services and facilities furnished to the fund, the advisors shall be
compensated as follows:

PHOENIX INVESTMENT COUNSEL, INC.
--------------------------------

RATE FOR RATE FOR RATE FOR
FIRST NEXT EXCESS OVER
SERIES $250,000,000 $250,000,000 $500,000,000
------ ------------ ------------ ------------
Phoenix-Aberdeen
International.......... .75% .70% .65%
Phoenix-Engemann
Capital Growth......... .70% .65% .60%
Phoenix-Engemann
Nifty Fifty............ .90% .85% .80%
Phoenix-Goodwin
Money Market........... .40% .35% .30%
Phoenix-Goodwin
Multi-Sector Fixed
Income................. .50% .45% .40%
Phoenix-Hollister
Value Equity........... .70% .65% .60%
Phoenix-Oakhurst
Balanced............... .55% .50% .45%
Phoenix-Oakhurst
Growth and Income ..... .70% .65% .60%
Phoenix-Oakhurst
Strategic Allocation... .60% .55% .50%
Phoenix-Seneca
Strategic Theme ....... .75% .70% .65%

PHOENIX INVESTMENT COUNSEL, INC.
--------------------------------
SERIES
------
Phoenix-Engemann Small
& Mid-Cap Growth........ .90%
Phoenix-Seneca Mid-Cap
Growth.................. .80%

PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
--------------------------------------------
SERIES
------
Phoenix-Aberdeen
New Asia................ 1.00%

PHOENIX VARIABLE ADVISORS, INC.
-------------------------------
SERIES
------
Phoenix-Bankers Trust
Dow 30................... .35%
Phoenix-Bankers Trust
Nasdaq-100 Index(R)....... .35%
Phoenix-Sanford
Bernstein Global Value.... .90%
Phoenix-Sanford
Bernstein Small-Cap
Value.................... 1.05%
Phoenix-Federated U.S.
Government Bond.......... .60%
Phoenix-J.P. Morgan
Research Enhanced
Index.................... .45%
Phoenix-Janus Equity
Income................... .85%
Phoenix-Janus Flexible
Income................... .80%
Phoenix-Janus Growth..... .85%

25
<PAGE>

SERIES
------

Phoenix-Morgan Stanley
Focus Equity............ .85%
Phoenix-Sanford
Bernstein Global Value.. .90%
Phoenix-Sanford
Bernstein Mid-Cap Value. 1.05%
Phoenix-Sanford
Bernstein Small-Cap
Value................... 1.05%

DUFF & PHELPS INVESTMENT MANAGEMENT CO.
---------------------------------------

RATE FOR RATE FOR RATE FOR
FIRST NEXT EXCESS OVER
SERIES $1,000,000,000 $1,000,000,000 $2,000,000,000
------ -------------- -------------- --------------
Phoenix-Duff & Phelps
Real Estate Securities. .75% .70% .65%

The amounts payable to the advisors shall be based upon the average of the
values of the net assets of the fund as of the close of business each day. There
can be no assurance that the fund will reach a net asset level high enough to
realize a reduction in the rate of the advisory fee.

The Investment Advisory Agreements continue in force from year to year for
all series, provided that, with respect to each series, the applicable agreement
must be approved at least annually by the Trustees or by vote of a majority of
the outstanding voting securities of that series. In addition, and in either
event, the terms of the agreements and any renewal thereof must be approved by
the vote of a majority of Trustees who are not parties to the agreement or
interested persons (as that term is defined in the Investment Company Act of
1940) of any such party, cast in person at a meeting called for the purpose of
voting on such approval. The agreements will terminate automatically if assigned
and may be terminated at any time, without payment of any penalty, either by the
fund or by the advisors, on sixty (60) days written notice.

Pursuant to a subadvisory agreement with the fund, PIC delegates certain
investment decisions and research functions with respect to the Phoenix-Engemann
Capital Growth, Phoenix-Engemann Small & Mid-Cap Growth and Phoenix-Engemann
Nifty Fifty Series to Engemann, with respect to Phoenix-Seneca Mid-Cap Growth
and Phoenix-Seneca Strategic Theme Series to Seneca for which they are paid a
fee by PIC. In accordance with the subadvisory agreement between the fund and
J.P. Morgan, J.P. Morgan is paid a monthly fee at the annual rate of .25% of the
average aggregate daily net asset values of the Phoenix-J.P. Morgan Research
Enhanced Index Series up to $100 million and .20% of such value in excess of
$100 million. Pursuant to the subadvisory agreement between the fund and
Engemann, Engemann is paid a monthly fee at the annual rate of .45% of the
average aggregate daily net asset values of the Phoenix-Engemann Nifty Fifty
Series up to $250,000,000, .45% of such values between $250,000,000 and
$500,000,000, and .40% of such values in excess of $500,000,000. Pursuant to the
subadvisory agreement between the fund and Engemann, Engemann is paid a monthly
fee at the annual rate of 0.45% of the average aggregate daily net asset values
of the Phoenix-Engemann Small & Mid-Cap Growth Series. Pursuant to the
subadvisory agreement between the fund and Seneca, Seneca is paid a monthly fee
at the annual rate of .40% of the average aggregate daily net asset values of
the Phoenix-Seneca Mid-Cap Growth Series.

Pursuant to a subadvisory agreement with each relevant investment
subadvisor, PVA delegates certain investment decisions and research functions
with respect to the Phoenix-J.P. Morgan Research Enhanced Index Series to J.P.
Morgan, with respect to the Phoenix-Bankers Trust Dow 30 and Phoenix-Bankers
Trust Nasdaq-100 Index(R) Series to Bankers Trust, with respect to
Phoenix-Sanford Bernstein Global Value Series, Phoenix-Sanford Bernstein
Small-Cap Value and Phoenix-Sanford Bernstein Mid-Cap Value to Alliance, with
respect to Phoenix-Federated U.S. Government Bond Series to Federated
Investment, with respect to the Phoenix-Janus Equity Income, Phoenix-Janus
Flexible Income and Phoenix-Janus Growth Series to Janus Capital, and with
respect to Phoenix-Morgan Stanley Focus Equity Series to MSAM, for which each is
paid a fee by PVA. Pursuant to the subadvisory agreement between the fund and
Bankers Trust, Bankers Trust is paid a monthly fee at the annual rate of 0.10%
of the average aggregate daily net assets of the Phoenix-Bankers Trust Dow 30
Series, and 0.10% of the average daily assets of the Phoenix-Bankers Trust
Nasdaq-100 Index(R) Series, in each case subject to a $100,000 annual minimum.
In accordance with the subadvisory agreement between the fund and Alliance,
Alliance is paid a monthly fee at the annual rate of 0.65% of the average
aggregate daily assets of the Phoenix-Sanford Bernstein Global Value Series up
to $25 million, 0.50% on the next $25 million, 0.45% on the next $25 million,
0.40% on the next $25 million, 0.40% on the next $100 million, and 0.30% over
$175 million; 1.000% of the average aggregate daily assets of the
Phoenix-Sanford Bernstein Small-Cap Value Series up to $10 million, 0.875% on
the next $10 million, and 0.750% over $20 million; and .80% of the average
aggregate daily net asset values of the Phoenix-Sanford Bernstein Mid-Cap Value
Series. In accordance with the subadvisory agreement between the fund and
Federated Investment, Federated is paid a monthly fee at the annual rate of
0.30% of the average aggregate daily assets of the Phoenix-Federated U.S.
Government Bond Series up to $25 million, 0.25% on the next $25 million and
0.20% on the next $50 million. The fee is negotiable on amounts over $100
million. Pursuant to the subadvisory agreement between the fund and Janus
Capital, Janus Capital is paid a monthly fee at the annual rate of 0.55% of the
average aggregate daily assets of each of (calculated separately, not in the
aggregate) the Phoenix-Janus Equity Income Series,

26
<PAGE>

the Phoenix-Janus Flexible Income Series and the Phoenix-Janus Growth Series up
to $100 million, 0.50% of such values between $100 million and $500 million, and
0.45% of such values in excess of $500 million. In accordance with the
subadvisory agreement between PVA and MSAM, MSAM is paid a monthly fee at the
annual rate of 0.55% of the average aggregate daily assets of the Phoenix-Morgan
Stanley Focus Equity Series up to $150 million, 0.45% of such value between $150
million and $300 million, and 0.40% of such value in excess of $300 million.

The subadvisory agreements relating to the Phoenix-Sanford Bernstein Global
Value Series, Phoenix-Sanford Bernstein Small-Cap Value, Phoenix-J.P. Morgan
Research Enhanced Index, Phoenix-Engemann Nifty Fifty, Phoenix-Seneca Mid-Cap
Growth, Phoenix-Seneca Strategic Theme, Phoenix-Sanford Bernstein Mid-Cap Value,
Phoenix-Bankers Trust Dow 30, Phoenix-Federated U.S. Government Bond,
Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income, Phoenix-Janus Growth
and Phoenix-Morgan Stanley Focus Equity Series provide, among other things, that
J.P. Morgan, Engemann, Seneca, Sanford Bernstein, Bankers Trust, Federated
Investment, Janus Capital and MSAM shall effectuate the purchase and sales of
securities for the applicable series and provide related advisory services.

For providing research and other domestic advisory services to the
Phoenix-Aberdeen New Asia Series, PAIA pays to PIC a monthly subadvisory fee at
an annual rate equivalent to .30% of the average aggregate daily net asset value
of the series. For implementing certain portfolio transactions and providing
research and other services to the series, PAIA also pays a monthly subadvisory
fee to Aberdeen Fund Managers, Inc. equivalent to .40% of the average aggregate
daily net asset value of the series. For implementing certain portfolio
transactions, providing research and other services with regard to investments
in particular geographic areas, for example, Aberdeen Fund Managers, Inc. shall
engage the services of its affiliates, Aberdeen Fund Managers Ltd. and Aberdeen
Asset Management Asia Limited for which such entities shall be paid a fee by
Aberdeen Fund Managers, Inc.

CUSTODIAN
--------------------------------------------------------------------------------

The securities and cash of the series are held by custodians under the terms
of a custodian agreement. The custodians are:

o The Chase Manhattan Bank, N.A., located at
1 Chase Manhattan Plaza, Floor 13B, New York, NY 10081.

o Brown Brothers Harriman & Co., located at
40 Water Street, Boston, Massachusetts 02109

o State Street Bank and Trust Company, located at
1 Heritage Drive, P2N, North Quincy, Massachusetts 02171.

The following tables list the custodians and the series for which they hold
cash and securities:

------------------------------------------------------
CHASE MANHATTAN BANK
------------------------------------------------------
Phoenix-Engemann Capital Growth
Phoenix-Goodwin Multi-Sector Fixed Income
Phoenix-Oakhurst Balanced
Phoenix-Oakhurst Strategic Allocation
Phoenix-Seneca Strategic Theme
------------------------------------------------------

------------------------------------------------------
BROWN BROTHERS HARRIMAN & Co.
------------------------------------------------------
Phoenix-Aberdeen International
Phoenix-Aberdeen New Asia
Phoenix-Sanford Bernstein Global Value
------------------------------------------------------

------------------------------------------------------
STATE STREET BANK AND TRUST COMPANY
------------------------------------------------------
Phoenix-Bankers Trust Dow 30
Phoenix-Bankers Trust Nasdaq-100 Index(R)
Phoenix-Duff & Phelps Real Estate Securities
Phoenix-Engemann Nifty Fifty
Phoenix-Engemann Small & Mid-Cap Growth
Phoenix-Federated U.S. Government Bond
Phoenix-Hollister Value Equity
Phoenix-J.P. Morgan Research Enhanced Index
Phoenix-Janus Equity Income
Phoenix-Janus Flexible Income
Phoenix-Janus Growth
Phoenix-Morgan Stanley Focus Equity
Phoenix-Oakhurst Growth and Income
Phoenix-Sanford Bernstein Mid-Cap Value
Phoenix-Sanford Bernstein Small-Cap Value
Phoenix-Seneca Mid-Cap Growth
------------------------------------------------------

The fund permits the custodians to deposit some or all of its securities in
central depository systems as allowed by Federal law. The use of foreign
custodians and foreign central depositories has been authorized by the Board of
Trustees of the fund if certain conditions are met.

FOREIGN CUSTODIAN
--------------------------------------------------------------------------------
The fund may use a foreign custodian in connection with its purchases of
foreign securities and may maintain cash and cash equivalents in the care of a
foreign custodian. The amount of cash or cash equivalents maintained in the care
of eligible foreign custodians will be limited to an amount reasonably necessary
to effect the fund's foreign securities transactions. The use of a foreign
custodian involves considerations which are not ordinarily associated with
domestic custodians. These considerations include the possibility of
expropriations, restricted access to books and records of the foreign custodian,
inability to recover assets that are lost while under the control of the foreign
custodian, and the impact of political, social or diplomatic developments.

27
<PAGE>

INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
The fund's financial statements are audited by PricewaterhouseCoopers LLP,
160 Federal Street, Boston, Massachusetts 02110, independent accountants for the
fund. The independent accountants also provide other accounting and tax-related
services as requested by the fund from time to time.

FINANCIAL AGENT
Under a Financial Agent Agreement, PEPCO acts as financial agent of the fund
and, as such, is responsible for certain administrative functions and the
bookkeeping and pricing functions for the fund. For its services as financial
agent, PEPCO receives a fee based on the average of the aggregate daily net
asset values of the fund at the annual rate per each $1,000,000 of $600. PFPC,
Inc. has been retained by PEPCO to perform certain administrative and pricing
services for the fund for which PEPCO pays PFPC a fee. While PEPCO has delegated
certain responsibilities to PFPC, PEPCO retains full responsibility for the
performance of all duties of the financial agent.

BROKERAGE ALLOCATION
--------------------------------------------------------------------------------
In effecting portfolio transactions for the fund, the advisors and
subadvisors, adhere to the fund's policy of seeking best execution and price,
determined as described below, except to the extent it is permitted to pay
higher brokerage commissions for "brokerage and research services" as defined
herein. The advisors or subadvisors may cause a series to pay a broker an amount
of commission for effecting a securities transaction in excess of the amount of
commission which another broker or dealer would have charged for effecting the
transaction, if the advisors or subadvisors determine in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker. As provided in Section 28(e) of the
Securities Exchange Act of 1934, "brokerage and research services" include
giving advice as to the value of securities, the advisability of investing in,
purchasing or selling securities, and the availability of securities; furnishing
analyses and reports concerning issuers, industries, economic factors and
trends, portfolio strategy and the performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such as
clearance and settlement). Brokerage and research services provided by brokers
to the series or to the advisors or subadvisors are considered to be in addition
to and not in lieu of services required to be performed by the advisors or
subadvisors under their advisory contracts and research services may benefit
both the series and other clients of the advisors or subadvisors. Conversely,
research services provided by brokers to other clients of the advisors or
subadvisors may benefit the series.

If the securities in which a particular series of the fund invests are
traded primarily in the over-the-counter market, where possible the series will
deal directly with the dealers who make a market in the securities involved
unless better prices and execution are available elsewhere. Such dealers usually
act as principals for their own account. On occasion, securities may be
purchased directly from the issuer. Bonds and money market instruments are
generally traded on a net basis and do not normally involve either brokerage
commissions or transfer taxes.

The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the series (involving both price paid or received and any commissions
and other costs paid), the efficiency with which the transaction is effected,
the ability to effect the transaction at all where a large block is involved,
the availability of the broker to stand ready to execute possibly difficult
transactions in the future and the financial strength and stability of the
broker. Such considerations are judgmental and are weighed by the advisors or
subadvisors in determining the overall reasonableness of brokerage commissions
paid by the fund.

For the fiscal years ended December 31, 1997, 1998, and 1999 brokerage
commissions paid by the series on portfolio transactions totaled $10,220,704,
$4,487,103 and $4,927,539 respectively. None of such commissions was paid to a
broker who was an affiliated person of the series or an affiliated person of
such a person or, to the knowledge of the series, to a broker an affiliated
person of which was an affiliated person of the fund or the advisor or
subadvisor. Total brokerage commissions paid during the fiscal year ended
December 31, 1999 included brokerage commissions of $2,014,022 on portfolio
transactions aggregating $2,070,932,863 executed by brokers who provided
research and other statistical and factual information.

It may frequently happen that the same security is held in the portfolio of
more than one account managed by an advisor ("Managed Account"). Simultaneous
transactions are inevitable when several Managed Accounts are managed by the
same investment adviser or subadvisor, particularly when the same security is
suited for the investment objectives of more than one Managed Account. When 2 or
more series advised by the advisors or subadvisors are simultaneously engaged in
the purchase or sale of the same security, the transactions are allocated among
the series in a manner equitable to each series. It is recognized that in some
cases this system could have a detrimental effect on the price or volume of the
security as far as a series is concerned. In other cases, however, it is
believed that the ability of the series to participate in volume transactions
will produce better executions for the

28
<PAGE>

series. It is the opinion of the Board of Trustees of the fund that the
desirability of utilizing the advisors and subadvisors as investment advisors of
securities owned by the series outweighs the disadvantages that may be said to
exist from simultaneous transactions.

The fund has adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to lower
commission costs on a per-share and per-dollar basis. According to the bunching
procedures, the advisor or subadvisor, as applicable, shall aggregate
transactions unless it believes in its sole discretion that such aggregation is
inconsistent with its duty to seek best execution (which shall include the duty
to seek best price) for the series. No advisory account of the advisor or
subadvisor, as applicable, is to be favored over any other account and each
account that participates in an aggregated order is expected to participate at
the average share price for all transactions of the advisor or subadvisor, as
applicable, in that security on a given business day, with all transaction costs
shared pro rata based on the series' participation in the transaction. If the
aggregated order is filled in its entirety, it shall be allocated among the
advisor's or subadvisor's, as applicable, accounts in accordance with the
allocation order, and if the order is partially filled, it shall be allocated
pro rata based on the allocation order. Notwithstanding the foregoing, the order
may be allocated on a basis different from that specified in the allocation
order if all accounts of the advisor or subadvisor, as applicable, whose orders
are allocated receive fair and equitable treatment.

DETERMINATION OF 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
NYSE will be closed on the following observed national holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Since the fund
does not price securities on weekends or United States national holidays, the
net asset value of a series' foreign assets may be significantly affected on
days when the investor has no access to the fund. The net asset 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. Assets and liabilities are determined in
accordance with generally accepted accounting principles and applicable rules
and regulations of the SEC.

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

INVESTING IN THE FUND
--------------------------------------------------------------------------------
Shares of the fund are not available to the public directly. Although shares
of the fund are owned by the Accounts, contractowners and policyowners do have
voting rights with respect to those shares, as described in the prospectus under
"Shares of Beneficial Interest." You may invest in the fund by buying a Variable
Accumulation Annuity Contract or a Variable Universal Life Insurance Policy from
Phoenix, PHL Variable or PLAC and directing the allocation of the net purchase
payment(s) to the subaccounts corresponding to the series of the fund. Phoenix,
PHL Variable and PLAC will, in turn, invest payments in shares of the fund as
the investor directs at net asset value next determined with no sales load.

SALES CHARGE AND SURRENDER CHARGES
The fund does not assess any sales charge, either when it sells or when it
redeems securities. The sales charges which may be assessed under the contracts
or policies are described in the accompanying prospectus, as are other charges.

REDEMPTION OF SHARES
--------------------------------------------------------------------------------
The fund will redeem any shares presented by the shareholder accounts for
redemption. The account's policies on when and whether to buy or redeem fund
shares are described in the accompanying prospectus.

At the discretion of the Trustees, the fund may, to the extent consistent
with state and federal law, make payment for shares of a particular series
repurchased or redeemed in whole or in part in securities or other assets of
such series taken at current values. Should payment be made in

29
<PAGE>

securities, the shareholder accounts may incur brokerage costs in converting
such securities to cash.

The right of redemption may be suspended or the payment date postponed for
more than seven days only for any period during which trading on the NYSE is
closed for other than customary weekend and holiday closings, or when trading on
the NYSE is restricted, as determined by the SEC, for any period when an
emergency (as defined by rules of the Commission) exists, or during any period
when the Commission has, by order, permitted such suspension. In case of a
suspension of the right of redemption, the shareholders may withdraw requests
for redemption of shares prior to the next determination of net asset value
after the suspension has been terminated or they will receive payment of the net
asset value so determined.

The shareholder accounts may receive more or less than was paid for the
shares, depending on the net asset value of the shares at the time they are
repurchased or redeemed.

TAXES
--------------------------------------------------------------------------------
As stated in the prospectus, it will be the policy of the fund and of each
series to comply with those provisions of the Internal Revenue Code of 1986, as
amended, ("Code") which relieve investment companies that distribute
substantially all of their net income from federal income tax on the amounts
distributed. The fund also intends to comply with pertinent Code provisions in
order 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.

Federal income taxation of separate accounts, life insurance companies, and
unit investment trusts are discussed in the accompanying prospectus for the
Account.

DISCLAIMER
--------------------------------------------------------------------------------
"Dow Jones," "Dow Jones Industrial Average[SM]" and "DJIA[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 product(s).

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.

FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

The financial statements and the notes thereto relating to the fund and the
report of PricewaterhouseCoopers LLP with respect thereto for the fiscal year
ended December 31, 1999 are contained in the fund's annual report and are
incorporated herein by reference. The annual and semiannual reports are
available by calling Variable Products Operations at 800/541-0171 or writing to
Phoenix Variable Products Mail Operations, PO Box 8027, Boston, MA 02266-8027.
Phoenix, PHL Variable

30
<PAGE>

and PLAC have agreed to send a copy of both the annual report and the semiannual
report to shareholders containing the fund's financial statements to every
contractowner or policyowner having an interest in the accounts.

<PAGE>

THE PHOENIX EDGE SERIES FUND
PART C--OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
1. Condensed Financial Information is included in Part A of the
Registration Statement.

2. Financial Statements and Notes, thereto, are included in the
Annual Report to Shareholders for the period ended December
31, 1999 and in the Semiannual Report to Shareholders for
the period ended June 30, 2000, filed via Edgar with Form
NSAR-B on February 29, 2000 and Form NSAR-A on August 25,
2000, respectively.

(b) Exhibits:
1. Declaration of Trust of the Registrant dated February 18,
1986, filed with the Registration Statement on Form N-1A on
April 18, 1986 and filed via Edgar with Post-Effective
Amendment No. 18 on June 20, 1996.

1.1 Amendment to Declaration of Trust, establishing the
International Series, filed with Post-Effective Amendment
No. 7 on March 2, 1992 and filed via Edgar with
Post-Effective Amendment No. 20 on April 29, 1997.

1.2 Amendment to Declaration of Trust, conforming the Fund's
borrowing restrictions to California Department's Borrowing
Guidelines, filed with Post-Effective Amendment No. 7 on
March 2, 1992 and filed via Edgar with Post-Effective
Amendment No. 20 on April 29, 1997.

1.3 Amendment to Declaration of Trust, establishing the Balanced
Series, filed with Post-Effective Amendment No. 8 on April
28, 1992 and filed via Edgar with Post-Effective Amendment
No. 20 on April 29, 1997.

1.4 Amendment to Declaration of Trust, establishing the Real
Estate Securities Series, filed with Post-Effective
Amendment No. 12 on February 16, 1995 and filed via Edgar
with Post-Effective Amendment No. 20 on April 29, 1997.

1.5 Amendment to Declaration of Trust, establishing the
Strategic Theme Series, filed via Edgar with Post-Effective
Amendment No. 16 on January 29, 1996.

1.6 Amendment to Declaration of Trust, changing the name of the
Series currently designated "Bond Series" to the
"Multi-Sector Fixed Income Series," filed via Edgar with
Post-Effective Amendment No. 17 on April 17, 1996.

1.7 Amendment to Declaration of Trust, establishing the Aberdeen
New Asia Series, filed via Edgar with Post-Effective
Amendment No. 19 on September 3, 1996.

1.8 Amendment to Declaration of Trust, establishing the Research
Enhanced Index Series, filed via Edgar with Post-Effective
Amendment No. 22 on July 15, 1997.

1.9 Amendment to Declaration of Trust, establishing five new
Series filed via Edgar with Post-Effective Amendment No. 25
on April 29, 1998.

1.10 Amendment to Declaration of Trust, establishing the
Phoenix-Bankers Trust Dow 30, Phoenix-Federated U.S.
Government Bond, Phoenix-Janus Equity Income, Flexible
Income and Growth and Phoenix-Morgan Stanley Focus Equity
Series, filed via Edgar herewith.

1.11 Amendment to Declaration of Trust, changing names of 4
Series to the Phoenix-Engemann Capital Growth,
Phoenix-Seneca Strategic Theme, Phoenix-Oakhurst Balanced,
Phoenix-Oakhurst Strategic Allocation Series, filed via
Edgar herewith.

1.12 Amendment to Declaration of Trust, establishing the
Phoenix-Bankers Trust Nasdaq-100 Index(R) and
Phoenix-Engemann Small & Mid-Cap Growth Series, filed via
Edgar herewith.

1.13 Amendment to Declaration of Trust, establishing the
Phoenix-Sanford Bernstein Global Value and Phoenix-Sanford
Bernstein Small-Cap Value Series, changing the name of
1 Series to the Phoenix-Sanford Bernstein Mid-Cap Value
Series filed via Edgar herewith.

2. Not Applicable.

3. Not Applicable.

4. Not Applicable.

C-1
<PAGE>

5. Form of Investment Advisory Agreement between Registrant and
Phoenix Investment Counsel, Inc. covering the Balanced,
Bond, Growth, Money Market, Total Return and International
Series, filed with Post-Effective Amendment No. 11 on May 2,
1994 and filed via Edgar with Post-Effective Amendment No.
20 on April 29, 1997.

5.1 Investment Advisory Agreement between Registrant and Phoenix
Realty Securities, Inc. covering the Phoenix Real Estate
Securities Series, dated February 28, 1995 and assigned
March 2, 1998 to Duff & Phelps Investment Management Co.,
filed with Post-Effective Amendment No. 13, on April 28,
1995 and filed via Edgar with Post-Effective Amendment No.
20 on April 29, 1997.

5.2 Form of Investment Advisory Agreement between Registrant and
Phoenix-Aberdeen International Advisors, LLC, covering the
Aberdeen New Asia Series, filed via Edgar with
Post-Effective Amendment No. 18 on June 20, 1996.

5.3 Form of Subadvisory Agreement between The Phoenix Edge
Series Fund and Aberdeen Fund Managers, Inc. covering
Aberdeen New Asia Series filed via Edgar with Post-Effective
Amendment No. 19 on September 3, 1996.

5.4 Form of Subadvisory Agreement between The Phoenix Edge
Series Fund and Phoenix Investment Counsel, Inc. covering
Aberdeen New Asia Series filed via Edgar with Post-Effective
Amendment No. 19 on September 3, 1996.

5.5 Form of Investment Advisory Agreement between Registrant and
Phoenix Investment Counsel, Inc., covering the Research
Enhanced Index Series, filed via Edgar with Post-Effective
Amendment No. 22 on July 15, 1997.

5.6 Form of Subadvisory Agreement among Registrant, Phoenix
Investment Counsel, Inc. and J. P. Morgan Investment
Management, Inc., covering the Research Enhanced Index
Series, filed via Edgar with Post-Effective Amendment No. 22
on July 15, 1997.

5.7 Form of Subadvisory Agreement among the Registrant, Phoenix
Realty Securities, Inc. and Duff & Phelps Investment
Management Co., covering the Phoenix Real Estate Securities
Series, filed via Edgar with Post-Effective Amendment No. 23
on December 12, 1997.

5.8 Form of Investment Advisory Agreement between Registrant and
Phoenix Investment Counsel, Inc., covering the Engemann
Nifty Fifty, Seneca Mid-Cap Growth, Phoenix Income and
Growth, Phoenix Value Equity and Schafer Mid-Cap Value
Series, filed via Edgar with Post-Effective Amendment No. 24
on February 24, 1998.

5.9 Form of Investment Subadvisory Agreement among the
Registrant, Phoenix Investment Counsel, Inc. and Roger
Engemann & Associates, Seneca Capital Management, LLC and
Schafer Capital Management, Inc., filed via Edgar with
Post-Effective Amendment No. 24 on February 24, 1998.

5.10 Form of Investment Advisory Agreement between Registrant and
Phoenix Variable Advisors, Inc., covering the
Phoenix-Bankers Trust Dow 30 Series, the Phoenix-Federated
U.S. Government Bond Series, the Phoenix-Janus Equity
Income, Phoenix-Janus Flexible Income, Phoenix-Janus Growth
Series, the Phoenix-Morgan Stanley Focus Equity Series, the
Phoenix Research Enhanced Index Series, and the
Phoenix-Schafer Mid-Cap Value Series, filed via Edgar with
Post-Effective Amendment No. 30 on April 28, 2000.

5.11 Form of Investment Subadvisory Agreement among Registrant,
Phoenix Variable Advisors, Inc., covering the
Phoenix-Bankers Trust Dow 30 Series, filed via Edgar with
Post-Effective Amendment No. 29 on December 17, 1999.

5.12 Form of Investment Subadvisory Agreement among Registrant,
Phoenix Variable Advisors, Inc. and Federated Investment
Management Company, covering the Phoenix-Federated U.S.
Government Bond Series, filed via Edgar with Post-Effective
Amendment No. 29 on December 17, 1999.

5.13 Form of Investment Subadvisory Agreement among Registrant,
Phoenix Variable Advisors, Inc. and Janus Capital
Corporation, covering the Phoenix-Janus Equity Income,
Phoenix-Janus Flexible Income Phoenix Janus Growth Series,
filed via Edgar with Post-Effective Amendment No. 29 on
December 17, 1999.

5.14 Form of Investment Subadvisory Agreement among Registrant,
Phoenix Variable Advisors, Inc. and Morgan Stanley
Investment Management, Inc., covering the Phoenix-Morgan
Stanley Focus Equity Series, filed via Edgar with
Post-Effective Amendment No. 29 on December 17, 1999.

5.15 Form of Investment Subadvisory Agreement among Registrant,
Phoenix Variable Advisors, Inc. and J.P. Morgan Investment
Management, Inc., covering the Phoenix Research Enhanced
Index Series, filed via Edgar with Post-Effective Amendment
No. 29 on December 17, 1999.

C-2
<PAGE>

5.16 Form of Investment Subadvisory Agreement among Registrant,
Phoenix Variable Advisors, Inc. and Schafer Capital
Management, Inc., covering the Schafer Mid-Cap Value Series,
filed via Edgar with Post-Effective Amendment No. 29 on
December 17, 1999.

5.17 Form of Investment Advisory Agreement between Registrant and
Phoenix Investment Counsel, Inc., covering the
Phoenix-Engemann Small & Mid-Cap Growth Series, filed via
Edgar with Post-Effective Amendment 31 on June 9, 2000.

5.18 Form of Investment Advisory Agreement between Registrant and
Phoenix Variable Advisors, Inc., covering the
Phoenix-Bankers Trust Nasdaq-100 Index(R) Series, filed via
Edgar with Post-Effective Amendment 31 on June 9, 2000.

5.19 Form of Investment Subadvisory Agreement between Registrant,
Phoenix Investment Counsel, Inc., and Roger Engemann &
Associates, Inc., covering the Phoenix-Engemann Small &
Mid-Cap Growth Series, filed via Edgar with Post-Effective
Amendment 31 on June 9, 2000.

5.20 Form of Investment Subadvisory Agreement between Registrant,
Phoenix Variable Advisors, Inc. and Bankers Trust Company,
covering the Phoenix-Bankers Trust Nasdaq-100 Index(R)
Series, filed via Edgar with Post-Effective Amendment 31 on
June 9, 2000.

5.21 Form of Investment Subadvisory Agreement between Registrant,
Phoenix Variable Advisors, Inc. and Alliance Capital
Management L.P., covering the Phoenix-Sanford Bernstein
Mid-Cap Value Series, filed via Edgar herewith.

5.22 Form of Investment Subadvisory Agreements between
Registrant, Phoenix Variable Advisor, Inc. and Alliance
Capital Management L.P. covering the Phoenix-Sanford
Bernstein Global Value and Phoenix-Sanford Bernstein
Small-Cap Value Series, filed via Edgar herewith.

5.23 Form of Investment Advisory Agreement between Registrant and
Phoenix-Variable Advisors, Inc., covering the
Phoenix-Sanford Bernstein Global Value and Phoenix-Sanford
Bernstein Small-Cap Value Series, filed via Edgar herewith.

6. Not Applicable.

7. Not Applicable.

8. Form of Custodian Agreement between Registrant and The Chase
Manhattan Bank, NA covering the International Series, filed
with Post-Effective Amendment No. 4 on March 13, 1990 and
filed via Edgar with Post-Effective Amendment No. 20 on
April 29, 1997.

8.1 Form of Amendment to Custodian Agreement covering
International, Money Market, Growth, Multi-Sector Fixed
Income, Strategic Income and Balanced Series, filed with
Post-Effective Amendment No. 7 on March 2, 1992 and filed
via Edgar with Post-Effective Amendment No. 20 on April 29,
1997.

8.2 Custodian Agreement between Registrant and Brown Brothers
Harriman & Co. covering the International and Asia Series,
filed with Post-Effective Amendment No. 12 on February 16,
1995 and filed via Edgar with Post-Effective Amendment No.
20 on April 29, 1997.

8.3 Form of Custodian Agreement between Registrant and State
Street Bank and Trust Company dated May 1, 1997 covering the
Real Estate Securities and Enhanced Index Series, filed via
Edgar with Post-Effective Amendment No. 23 on December 12,
1997.

9.1 Form of Transfer Agency Agreement, filed with original
Registration Statement on Form N-1A on April 18, 1986 and
filed via Edgar with Post-Effective Amendment No. 20 on
April 29, 1997.

9.2 Financial Agent Agreement between Registrant and Phoenix
Equity Planning Corporation dated December 11, 1996 filed
via Edgar with Post-Effective Amendment No. 20 on April 29,
1997.

9.3 First Amendment to Financial Agent Agreement effective
February 27, 1998 filed via Edgar with Post-Effective
Amendment No. 25 on April 29, 1998.

10. Opinion and Consent of Counsel covering shares of the
International, Multi-Sector Fixed Income, Growth, Money
Market, Balanced and Strategic Allocation Series, filed with
Post-Effective Amendment No. 7 on March 2, 1992 and filed
via Edgar with Post-Effective Amendment No. 20 on April 29,
1997.

10.1 Opinion and Consent of Counsel covering shares of the Real
Estate Securities Series, filed with Post-Effective
Amendment No. 13 on April 28, 1995 and filed via Edgar with
Post-Effective Amendment No. 20 on April 29, 1997.

10.2 Opinion and Consent of Counsel covering shares of the
Strategic Theme Series, filed via Edgar with Post-Effective
Amendment No. 16 on January 29, 1996.

C-3
<PAGE>

10.3 Opinion and Consent of Counsel covering shares of the
Aberdeen New Asia Series, filed via Edgar with
Post-Effective Amendment No. 19 on September 3, 1996.

10.4 Opinion and Consent of Counsel covering shares of the
Research Enhanced Index Series filed via Edgar with
Post-Effective Amendment No. 22 on July 15, 1997.

10.5 Opinion and Consent of Counsel covering shares of the
Engemann Nifty Fifty, Seneca Mid-Cap Growth, Phoenix Growth
& Income, Phoenix Value Equity and Schafer Mid-Cap Value
Series filed via Edgar with Post-Effective Amendment No. 24
on February 24, 1998.

10.6 Opinion and Consent of Counsel covering shares of the
Phoenix-Bankers Trust Dow 30, Phoenix-Federated U.S.
Government Bond, Phoenix-Janus Equity Income, Phoenix-Janus
Flexible Income, Phoenix-Janus Growth and Phoenix-Morgan
Stanley Focus Equity Series filed via Edgar with
Post-Effective Amendment No. 29 on December 17, 1999.

10.7 Opinion and Consent of Counsel covering shares of the
Phoenix-Engemann Small & Mid-Cap Growth and Phoenix-Bankers
Trust Nasdaq-100 Index(R) Series, filed via Edgar with
Post-Effective Amendment No. 33 on August 9, 2000.

10.8 Opinion and Consent of Counsel covering shares of the
(Phoenix-Sanford Bernstein Mid-Cap Value (formerly,
Phoenix-Schafer Mid-Cap Value), Phoenix-Sanford Bernstein
Global Value and Phoenix-Sanford Bernstein Small-Cap Value
Series, filed via Edgar herewith.

11. Written Consent of PricewaterhouseCoopers LLP, filed via
Edgar herewith.

12. Not Applicable.

13. Not Applicable.

14. Not Applicable.

15. Not Applicable.

16. Not Applicable.

17. Powers of Attorney, filed via Edgar with Post-Effective
Amendment No. 29 on December 17, 1999.

C-4
<PAGE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The following diagram illustrates the Registrant's place in the
organizational structure:

[GRAPHIC OMITTED]

C-5
<PAGE>

ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>

NUMBER OF RECORDHOLDERS
TITLE OF CLASS AS OF OCTOBER 31, 2000
--------------- ----------------------
<S> <C>
Phoenix-Aberdeen International Series 5
Phoenix-Aberdeen New Asia Series 5
Phoenix-Bankers Trust Dow 30 Series 6
Phoenix-Bankers Trust Nasdaq-100 Index(R) Series 6
Phoenix-Duff & Phelps Real Estate Securities Series 5
Phoenix-Engemann Capital Growth Series 8
Phoenix-Engemann Nifty Fifty Series 5
Phoenix-Engemann Small & Mid-Cap Growth Series 6
Phoenix-Federated U.S. Government Bond Series 6
Phoenix-Goodwin Money Market Series* 5
Phoenix-Goodwin Multi-Sector Fixed Income Series 5
Phoenix-Hollister Value Equity Series 5
Phoenix-J.P. Morgan Research Enhanced Index Series 5
Phoenix-Janus Equity Income Series 6
Phoenix-Janus Flexible Income Series 6
Phoenix-Janus Growth Series 5
Phoenix-Morgan Stanley Focus Equity Series 6
Phoenix-Oakhurst Balanced Series 5
Phoenix-Oakhurst Growth and Income Series 5
Phoenix-Oakhurst Strategic Allocation Series 5
Phoenix-Sanford Bernstein Global Value Series 0
Phoenix-Sanford Bernstein Mid-Cap Value Series 6
Phoenix-Sanford Bernstein Small-Cap Value Series 0
Phoenix-Seneca Mid-Cap Growth Series 5
Phoenix-Seneca Strategic Theme Series 5

</TABLE>
-----------------
*Phoenix Mutual Life Insurance Company purchased 1 share of the Phoenix-Goodwin
Money Market Series at a price of $10 per share on February 18, 1986.

ITEM 27. INDEMNIFICATION
The Declaration of Trust provides that the Fund shall indemnify each of its
Trustees and officers against liabilities arising by reason of being or having
been a Trustee or officer, except for matters as to which such Trustee or
officer shall have been finally adjudicated not to have acted in good faith and
except for liabilities arising by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of duties.

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

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See "Management of the Fund" in the Prospectus and "Management of the Fund"
in the Statement of Additional Information for information regarding the
business of the Adviser. For information as to the business, profession,
vocation or employment of a substantial nature of directors and officers of the
Adviser, reference is made to the Adviser's current Form ADV (SEC File Nos.
801-5995 for Phoenix Investment Counsel Inc.; 801-52167 for Phoenix-Aberdeen
International Advisors, LLC; 801-14813 for Duff & Phelps Investment Management
Co.; 801-56484 for Phoenix Variable Advisors, Inc.) filed under the Investment
Advisers Act of 1940, incorporated herein by reference.

C-6
<PAGE>

ITEM 29. PRINCIPAL UNDERWRITERS
Not Applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Phoenix Home Life Mutual Insurance Company
One American Row, P.O. Box 5056
Hartford, Connecticut 06102-5056
and
101 Munson Street
P.O. Box 942
Greenfield, Massachusetts 01302-0942

ITEM 31. MANAGEMENT SERVICES
All management-related service contracts are discussed in Part A or B of
this Registration Statement.

C-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford and the State of Connecticut
on the 15th day of November, 2000.

THE PHOENIX EDGE SERIES FUND
Attest: /s/ Edwin L. Kerr By: /s/ Simon Y. Tan
--------------------- ----------------------
Edwin L. Kerr Simon Y. Tan
Secretary President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on this 15th day of November, 2000.

SIGNATURE TITLE
--------- -----

Treasurer
--------------------------------- (Principal Financial and
Nancy G. Curtiss Accounting Officer)

Trustee
---------------------------------
Frank M. Ellmer

Trustee
--------------------------------
John Fabian

Trustee
--------------------------------
Roger A. Gelfenbein

Trustee
--------------------------------
Eunice Groark

Trustee
--------------------------------
Frank E. Grzelecki

Trustee
--------------------------------
John R. Mallin

Trustee
--------------------------------
Timothy P. Shriver

Trustee and President
--------------------------------- (Principal Executive Officer)
Simon Y. Tan

By: /s/ Simon Y. Tan
-------------------------
Simon Y. Tan, pursuant to powers of attorney filed previously.

S-1