PHOENIX STRATEGIC EQUITY SERIES FUND, DEFS14A, 1998-09-15

PHOENIX STRATEGIC EQUITY SERIES FUND
DEFS14A, 1998-09-15

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2)

[X] Definitive Proxy Statement

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

PHOENIX STRATEGIC EQUITY SERIES FUND
(Name of Registrant as Specified in its Charter)
Thomas N. Steenburg, Esq.
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid: ___________

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

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

<PAGE>

PHOENIX STRATEGIC EQUITY SERIES FUND

101 Munson Street
Greenfield, Massachusetts 01301

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

Notice of Special Meeting of Shareholders
to be Held October 27, 1998

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

To the Shareholders:

A Special Meeting of Shareholders of Phoenix Strategic Equity Series Fund
("the Trust") will be held in the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301, on Tuesday, October 27, 1998 at 11:00 a.m. for
the following purposes:

TO BE VOTED UPON ONLY BY SHAREHOLDERS OF PHOENIX EQUITY OPPORTUNITIES FUND

(1) To approve or not approve a Subadvisory Agreement in the form attached to
this Proxy Statement as Exhibit A between Phoenix Investment Counsel, Inc.
and Seneca Capital Management LLC; and

TO BE VOTED UPON ONLY BY SHAREHOLDERS OF PHOENIX SMALL CAP FUND

(2) To approve or not approve a Subadvisory Agreement in the form attached to
this Proxy Statement as Exhibit B between Phoenix Investment Counsel, Inc.
and Roger Engemann & Associates, Inc.

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

The Board of Trustees has fixed August 28, 1998 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.

Whether or not you plan to attend the meeting in person, please vote your
shares by completing, dating and signing the enclosed proxy and returning it
promptly in the postage paid return envelope enclosed for your use. Prompt
return of proxies by shareholders will save the Trust and shareholders the costs
associated with further solicitation. The enclosed proxy is being solicited by
the Board of Trustees of the Trust.
By Order of the Board of Trustees,

G. Jeffrey Bohne, Secretary

Greenfield, Massachusetts
September 18, 1998

<PAGE>

PHOENIX STRATEGIC EQUITY SERIES FUND

101 Munson Street
Greenfield, Massachusetts 01301

PROXY STATEMENT

A Special Meeting of Shareholders
to be Held on October 27, 1998

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

INTRODUCTION

The enclosed proxy is solicited by the Board of Trustees of Phoenix
Strategic Equity Series Fund (the "Trust") for use at the Special Meeting of
Shareholders to be held on October 27, 1998, and at any adjournment(s) thereof.
Shareholders of record of Phoenix Equity Opportunities Fund (the "Equity
Opportunities Fund") and Phoenix Small Cap Fund (the "Small Cap Fund") at the
close of business on August 28, 1998 are entitled to notice of and to vote at
the meeting or any adjourned session. (The Equity Opportunities Fund and the
Small Cap Fund are each sometimes referred to as a "Fund", and are sometimes
collectively referred to as the "Funds" in this proxy statement.) As of August
28, 1998, there were issued and outstanding 23,702,335.001 shares of the Equity
Opportunities Fund and 16,652,231.495 shares of the Small Cap Fund, par value $1
per share (the "Shares"). Each Shareholder will be entitled to one vote for each
full Share (and fractional vote corresponding to any fractional Share)
registered in his/her name on the Trust's books on the record date and not
thereafter repurchased or redeemed by the Trust.

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

In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix Investment Counsel, Inc., or its affiliates, and persons
employed for such purpose may solicit proxies personally or by telephone or
telegram. Banks, brokers, fiduciaries and nominees will, upon request, be
reimbursed for their reasonable expenses in sending proxy material to beneficial
owners of the Funds' shares. The cost of solicitation of proxies will be borne
by the Adviser.

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

This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about September 18, 1998. A copy of the Trust's most
recent annual report will be furnished, without charge, to any shareholder upon
request to Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, Connecticut 06083-2200. Shareholders may also call
Phoenix Equity Planning Corporation toll-free at (800) 243-4361.

<PAGE>

Votes Required

The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Funds is required to constitute a quorum at the
meeting. As used in this Proxy Statement, the term "a majority of the
outstanding shares" means the lesser of (i) 67% of the shares of a Fund present
at the meeting at which more than 50% of the outstanding shares are represented
or (ii) more than 50% of the outstanding shares of a Fund.

If a shareholder abstains from voting as to any matter, then the shares
held by such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on such matter, then the shares covered by such non-vote shall be deemed present
at the meeting for purposes of determining a quorum but shall not be deemed to
be represented at the meeting for purposes of calculating the vote with respect
to such matter.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of July 29, 1998 with respect
to each person who owns of record or is known by the Trust to own of record or
beneficially own 5% or more of any class of the Funds' equity securities.

<TABLE>
<CAPTION>
Name of Shareholder Class and Fund Number of Shares Percent of Class
- ------------------- -------------- ---------------- ----------------
<S> <C> <C> <C>
Phoenix Investment Counsel, Inc. Equity 23,469.438 8.39%
100 Bright Meadow Blvd. Opportunities
Enfield, CT 06082 Fund Class B

Merrill Lynch Pierce Fenner & Small Cap 1,000,540.257 13.21%
Smith Fund Class B
4800 Deer Lake Dr. E
Jacksonville, FL 32246
</TABLE>

At July 29, 1998, the Trustees and officers as a group owned less than 1%
of the then outstanding shares of the Funds.

Description of the Investment Adviser

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

<PAGE>

In addition to the Funds, the Adviser acts as investment adviser for a
number of other mutual funds having a similar investment objective to those of
the Funds. The names of those funds, their size as of June 30, 1998 and the
annual rates of compensation for each is set forth in the table below.
Compensation rates listed are applied to the average of the aggregate daily net
asset value of the named fund.

<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First $1 Next Excess Over
FUND (Millions) Billion $1 Billion $2 Billion
- ---- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C>
Phoenix Equity Series Fund
Phoenix Growth and Income Fund $104.7 0.75% 0.70% 0.65%
</TABLE>

<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First $1 Next Excess Over
FUND (Millions) Billion $1 Billion $2 Billion
- ---- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C>
Phoenix Investment Trust 97
Phoenix Small Cap Value Fund $29.5 0.90% 0.85% 0.80%
Phoenix Value Equity Fund $33.5 0.75% 0.70% 0.65%
</TABLE>

<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First $1 Next Excess Over
FUND (Millions) Billion $1 Billion $2 Billion
- ---- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C>
Phoenix Multi-Portfolio Fund
Phoenix Mid-Cap Portfolio $343.7 0.75% 0.70% 0.65%
</TABLE>

<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First $1 Next Excess Over
FUND (Millions) Billion $1 Billion $2 Billion
- ---- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C>
Phoenix Series Fund
Phoenix Aggressive Growth Fund $286.1 0.70% 0.65% 0.60%
Series
Phoenix Growth Fund Series $2,775.2 0.70% 0.65% 0.60%
</TABLE>

<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First $1 Next Excess Over
FUND (Millions) Billion $1 Billion $2 Billion
- ---- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C>
Phoenix Strategic Equity Series
Fund
Phoenix Strategic Theme Fund $139.4 0.75% 0.70% 0.65%
</TABLE>

<TABLE>
<CAPTION>
Rate for Rate for
Size of Fund First $1 Excess Over
FUND (Millions) Billion $1 Billion
- ---- ------------ --------- ------------
<S> <C> <C> <C>
Phoenix Duff & Phelps Institutional
Mutual Funds
Phoenix Duff & Phelps Institutional
Growth Stock Portfolio $66.0 0.60% 0.55%
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First Next Excess Over
FUND (Millions) $250,000,000 $250,000,000 $500,000,000
- ---- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
The Phoenix Edge Series Fund
Growth Series $1,710.6 0.70% 0.65% 0.60%
Phoenix Growth and Income Series $14.0 0.70% 0.65% 0.60%
Phoenix Value Equity Series $5.1 0.70% 0.65% 0.60%
Phoenix Strategic Theme Series $57.7 0.75% 0.70% 0.65%
</TABLE>

The Adviser also serves as subadviser to SunAmerica Series Trust. As
compensation for its services to the Growth Portfolio of SunAmerica Series
Trust, the Adviser is entitled to a monthly fee at the following annual rates:

<TABLE>
<CAPTION>
Rate for Rate for Rate for Rate for Rate for
Size of Fund First Next Next Next Excess Over
(Millions) $50,000,000 $100,000,000 $150,000,000 $200,000,000 $500,000,000
- ------------ ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$244.4 0.35% 0.30% 0.25% 0.20% 0.15%
</TABLE>

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

The Advisory Agreements

PIC acts as investment adviser to the Equity Opportunities Fund under a
Management Agreement dated May 14, 1993, as amended, between the Trust and
National Securities & Research Corporation ("NS&RC"), an affiliate of the Trust
and PIC. At its meeting on May 27, 1998, the Board of Trustees voted to approve
and consent to the assignment of the Management Agreement to PIC by NS&RC, such
assignment to become effective on June 1, 1998. Both PIC and NS&RC are
wholly-owned subsidiaries of PXP and the directors and officers of each are
identical. Under the Management Agreement, PIC is entitled to a fee, payable
monthly, at the annual rate of 0.70% of the Fund's average daily net assets of
up to $1 billion, 0.65% of the Fund's average daily net assets from $1 billion
to $2 billion and 0.60% of the Fund's average daily net assets in excess of $2
billion. The Management Agreement was last approved by the shareholders on April
30, 1993.

PIC acts as investment adviser to the Small Cap Fund under an Investment
Advisory Agreement dated October 16, 1995 between the Trust and PIC. Under the
Investment Advisory Agreement, PIC is entitled to a fee, payable monthly, at the
annual rate of 0.75% of the Fund's average daily net assets of up to $1 billion,
0.70% of the Fund's average daily net assets from $1 billion to $2 billion and
0.65% of the Fund's average daily net assets in excess of $2 billion. The
Investment Advisory Agreement was last approved by the shareholders on October
16, 1995. The Management Agreement and the Investment Advisory Agreement are
collectively referred to as the "Advisory Agreements" in this proxy statement.

The Advisory Agreements provide that the Adviser shall furnish continuously
an investment program for the Funds, and shall manage the investment and
reinvestment of the assets of the Funds subject at all times to the supervision
of the Trustees. The Adviser, at its expense, also furnishes to the Trust
adequate office space and facilities and certain administrative services,
including the services of any member of its staff who serves as an officer of
the Trust. All costs and expenses (other than those specifically referred to as
being borne by the Adviser) incurred in the operation of the Trust are borne by
the Trust. Such expenses include, but are not limited to, all expenses incurred
in the operation of the Trust and any public offering of its shares, including,
among others, interest, taxes, brokerage fees and commissions, fees of Trustees
who are not full-time employees of the Adviser or any of its affiliates,
expenses of Trustees' and shareholders'

4
<PAGE>

meetings, including the cost of printing and mailing proxies, expenses of
insurance premiums for fidelity and other coverage, expenses of repurchase and
redemption of shares, expenses of issue and sale of shares (to the extent not
borne by the national distributor under its agreement with the Trust), expenses
of printing and mailing stock certificates representing shares of the Trust,
association membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, bookkeeping, auditing and legal
expenses. The Trust will also pay the fees and bear the expense of registering
and maintaining the registration of the Trust and its shares with the Securities
and Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to existing shareholders. Additionally, if authorized by the Trustees,
the Trust will pay for extraordinary expenses and expenses of a non-recurring
nature which may include, but not be limited to, the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Trust is a party. Each of the Funds will pay
expenses incurred in its own operation and will also pay a portion of the
Trust's general administration expenses allocated on the basis of the asset
values of each of the respective series of the Trust.

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

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

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

The terms and conditions of the Advisory Agreements have been approved
annually by the Trustees, including a majority of the Disinterested Trustees.

Management of the Adviser

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

Michael E. Haylon, an officer of the Trust, is President and a director of
the Adviser. Philip R. McLoughlin, Trustee and President of the Trust, is a
director and Chairman of the Adviser. William R. Moyer, Vice President of the
Trust, is Senior Vice President, Chief Financial Officer and Treasurer of the
Adviser. William E. Keen, III, Ronald K. Jacks, Richard D. Little, Leonard J.
Saltiel, Gail P. Seneca, officers of the Trust, are also officers of the
Adviser.

Portfolio Transactions and Brokerage

The Trust paid no commissions to any affiliated broker for portfolio
transactions during its most recent fiscal year.

<PAGE>

Interest in Certain Transaction

Philip R. McLoughlin, Calvin J. Pedersen and James M. Oates are Trustees of
the Trust and are also directors of PXP. Michael E. Haylon is an executive
officer of the Trust and also a director of PXP. Messrs. Haylon and McLoughlin
are also executive officers of PXP. Francis E. Jeffries is a Trustee of the
Trust and also a shareholder of PXP. By virtue of these individuals'
relationships with the Trust and with PXP, an intermediate parent of the
Adviser, under the proxy rules they are deemed to have a material interest in
the Advisory Agreements. For its services as investment adviser to the Equity
Opportunities Fund, NS&RC received $1,326,599 in fees from the Trust during the
fiscal year ended April 30, 1998. In the current fiscal year, advisory fees will
be pro-rated between NS&RC and PIC due to the assignment of the Management
Agreement as discussed above. For its services as investment adviser to the
Small Cap Fund and the Strategic Theme Fund, PIC received $3,626,998 in fees
from the Trust during the fiscal year ended April 30, 1998.

Underwriter and Administrator

Phoenix Equity Planning Corporation, an affiliate of the Adviser, serves as
national distributor of the Trust's shares. For the fiscal year ended April 30,
1998, PEPCO was paid aggregate sales charges of $2,025,485 of which PEPCO
retained net commissions of $1,058,952, the balance paid to dealers. PEPCO also
acts as financial agent for the Trust for which it was paid $342,867 for its
services during the Trust's last fiscal year.

PROPOSALS

PROPOSAL NO. 1: TO APPROVE OR NOT APPROVE
A SUBADVISORY AGREEMENT WITH SENECA CAPITAL MANAGEMENT LLC.

(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF PHOENIX EQUITY OPPORTUNITIES FUND)

At a meeting of the Board of Trustees held on May 27, 1998, the Adviser
presented a proposal under which Seneca Capital Management LLC ("Seneca" or
"Subadviser") would be engaged as a subadviser to the Equity Opportunities Fund.
At that meeting, the Trustees heard presentations by representatives of the
Adviser regarding personnel changes, including the departure of the Fund's
former portfolio manager, that prompted the Adviser to consider alternative
means to manage the Fund. As a result of the Adviser's parent's acquisition of
Seneca and management by Seneca of various equity mutual funds with investment
objectives similar to those of the Fund, and the exceptional performance of
those funds, Adviser's management recommended that Seneca be retained to provide
the investment program for the Fund. The Adviser would continue its traditional
role of overseeing operations of the Fund, providing compliance, proxy,
corporate governance, registration statement and other similar services, and
would also oversee the investment management performance of the Fund. The Board
considered that there would be no fee increase to the Fund or its shareholders
as a result of the appointment of the Subadviser, and further considered the
services to be rendered by each of the Adviser and Subadviser under the proposed
arrangement. The Board concluded that the sharing of responsibility and fees
would be fair, and that the demonstrated experience and capability of Seneca
would provide appropriate expertise in the management of an investment program
for the Fund. The Trustees, including a majority of the Disinterested Trustees,
voted to approve the terms of the proposed Seneca Subadvisory Agreement and to
recommend to shareholders the retention of Seneca as subadviser to the Fund.

At a meeting of the board of Trustees held on June 25, 1998, the Trustees
determined that it was in the best interests of the Equity Opportunities Fund
and its shareholders to enter into a subadvisory agreement immediately on a
short term

6
<PAGE>

basis while shareholders review the longer-term appointment of the Subadviser.
Accordingly, PIC has entered into a subadvisory agreement with Seneca (the
"Interim Agreement"), effective June 26, 1998, in the form that is the subject
of this Proposal. The Interim Agreement will remain in effect until the sooner
of shareholder approval of the Seneca Subadvisory Agreement or October 31, 1998.

While shareholder approval would ordinarily be required for a subadvisory
agreement, it has been determined that such approval is not necessary as a
matter of law in this instance as the Adviser and Subadviser are under common
control. However, since the investment operations of the Adviser and Subadviser
are not related on a day-to-day basis, the Trustees have voted to submit the
proposed Seneca Subadvisory Agreement for shareholder approval.

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

<TABLE>
<CAPTION>
Rate for First Rate for Next Rate for Next Rate for Excess
$184,000,000 $816,000,000 $1 Billion Over $2 Billion
-------------- ------------- ------------- ----------------
<S> <C> <C> <C>
0.20% 0.35% 0.325% 0.30%
</TABLE>

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

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

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

Information about Seneca

Seneca has been (with its predecessor, GMG/Seneca Capital Management, L.P.)
an investment adviser since 1989 and is a California limited liability company.
As of May 31, 1998, Seneca managed in excess of $5.17 billion in assets for
institutions and individuals. Seneca's address is 909 Montgomery Street, Suite
600, San Francisco, California 94133.

PXP currently holds 74.9% and Ms. Seneca holds in excess of 5%, of the
membership interest in Seneca. By virtue of their ownership of and/or positions
with Seneca LLC, PXP and Ms. Seneca may be deemed "parents" of Seneca within the
meaning of the proxy rules. Ms. Seneca, Ms. Westhoff and Mr. Jacks also hold
certain non-voting interests in Seneca and/or options to purchase shares of PXP.

Seneca currently serves as subadviser to a number of other mutual funds
having a similar investment objective to that of the Fund. The names of those
funds, their size as of June 30, 1998 and the annual rates of compensation for
each is listed in the table below. Compensation rates listed are applied to the
average of the aggregate daily net asset value of the named fund.

7
<PAGE>

<TABLE>
<CAPTION>
Size of Fund Rate of
FUND (Millions) Compensation
---- ------------ ------------
<S> <C> <C>
Phoenix-Seneca Funds
Phoenix-Seneca Growth Fund $56.6 0.35%
Phoenix-Seneca Mid-Cap "EDGE"(sm) $13.8 0.40%
Fund
</TABLE>

<TABLE>
<CAPTION>
Size of Fund Rate of
FUND (Millions) Compensation
---- ------------ ------------
<S> <C> <C>
The Phoenix Edge Series Fund
Seneca Mid-Cap Growth Fund $4.5 0.40%
</TABLE>

<TABLE>
<CAPTION>
Rate for
Size of Rate for Rate for Rate for Excess
Fund First Next Next Over $2
FUND (Millions) $342,000,000 $658,000,000 $1 Billion Billion
---- ---------- ------------ ------------ ---------- --------
<S> <C> <C> <C> <C> <C>
Phoenix Multi-
Portfolio Fund
Phoenix Mid $343.7 0.20% 0.375% 0.35% 0.325%
Cap Fund
</TABLE>

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

Management of the Subadviser

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

<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
Gail P. Seneca Managing General Partner and Chief Executive and
Investment Officer of GMG/Seneca Capital
Management L.P. since November 1989. President and
Chief Executive and Investment Officer of Seneca
since June 1996. General Partner of Genesis
Merchant Group, L.P. since January 1990. President
and sole shareholder of GenCap, Inc. since July
1994. President and Trustee of the Phoenix-Seneca
Funds and portfolio management team leader of each
of the funds.

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

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

Richard D. Little Director of Equities of GMG/Seneca Capital
Management L.P. since December 1989 and of Seneca
since July 1996. Portfolio management team leader
of Phoenix-Seneca Growth Fund and Phoenix-Seneca
Mid-Cap "EDGE"(sm) Fund.
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
Thomas N. Steenburg Secretary, General Counsel and Compliance Officer
of Seneca since June 1997. Vice President,
Secretary and Counsel of PIC, NS&RC, PXP and
Equity Planning since November 1995 and Duff and
Phelps Investment Management Co. since January
1996. Vice President - Compliance of
Phoenix-Aberdeen International Advisers, LLC since
May 1996.
</TABLE>

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

RECOMMENDATION

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

Voting Requirements

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

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

PROPOSAL NO. 2: TO APPROVE OR NOT APPROVE
A SUBADVISORY AGREEMENT WITH ROGER ENGEMANN & ASSOCIATES, INC.

(TO BE VOTED UPON ONLY BY SHAREHOLDERS OF PHOENIX SMALL CAP FUND)

At a meeting of the Board of Trustees held on June 25, 1998, the Adviser
presented a proposal under which Roger Engemann & Associates, Inc. ("Engemann"
or "Subadviser") would be engaged as a subadviser to the Small Cap Fund. At that
meeting, the Trustees heard presentations by representatives of the Adviser
regarding personnel changes, including the departure of the Fund's former
portfolio manager, that prompted the Adviser to consider alternative means to
manage the Fund. As a result of the Adviser's parent's acquisition of Engemann
and the management by Engemann of various equity mutual funds, including a small
and mid-cap growth fund with investment objectives similar to those of the Fund,
and the exceptional performance of that fund, Adviser's management recommended
that Engemann be retained to provide the investment program for the Fund. The
Adviser would continue its traditional role of overseeing operations of the
Fund, providing compliance, proxy, corporate governance, registration statement
and other similar services, and would also oversee the investment management
performance of the Fund. The Board considered that there would be no fee
increase to the Fund or its shareholders as a result of the appointment of the
Subadviser, and further considered the services to

9
<PAGE>

be rendered by each of the Adviser and Subadviser under the proposed
arrangement. The Board concluded that the sharing of responsibility and fees
would be fair, and that the demonstrated experience and capability of Engemann
would provide appropriate expertise in the management of an investment program
for the Fund.

The Board determined that it was in the best interests of the Small Cap
Fund and its shareholders to enter into a subadvisory agreement immediately on a
short term basis while shareholders review the longer-term appointment of the
Subadviser. Accordingly, the Trustees, including a majority of the Disinterested
Trustees, voted to approve the terms of the proposed Engemann Subadvisory
Agreement and authorized immediate implementation of such Agreement for a term
extending through and including October 31, 1998, and upon shareholder approval,
through and including December 31, 1998.

While shareholder approval would ordinarily be required for a subadvisory
agreement, it has been determined that such approval is not necessary as a
matter of law in this instance as the Adviser and Subadviser are under common
control. However, since the investment operations of the Adviser and Subadviser
are not related on a day-to-day basis, the Trustees, including a majority of the
Disinterested Trustees, also voted to submit the proposed Engemann Subadvisory
Agreement to shareholders and to recommend that shareholders approve such
Agreement.

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

<TABLE>
<CAPTION>
Rate for First Rate for Next Rate for Next Rate for Excess
$323,000,000 $677,000,000 $1 Billion Over $2 Billion
------------ ------------- ---------- ---------------
<S> <C> <C> <C>
0.20% 0.375% 0.35% 0.325%
</TABLE>

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

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

The Engemann Subadvisory Agreement became effective on June 26, 1998 for a
term through October 31, 1998 and, upon its approval by shareholders, will
extend through December 31, 1998. It will continue in effect thereafter only so
long as its continuance has been specifically approved at least annually by the
Trustees, including a majority of the Disinterested Trustees.

Information about Engemann

Engemann is registered as an investment adviser under the Investment
Advisers Act of 1940. As of May 31, 1998, Engemann managed approximately $6.8
billion in assets for institutions and individuals. Engemann's address is 600
North Rosemead Boulevard, Pasadena, California 91107-2101.

Engemann acts as adviser or subadviser to several other mutual funds having
a similar objective to that of the Fund. The names of those funds, their size as
of June 30, 1998 and annual rates of compensation are listed in the table below.
Compensation rates listed are applied to the average of the aggregate daily net
asset value of the named fund.

10
<PAGE>

<TABLE>
<CAPTION>
Rate for Rate for Rate for
Size of Fund First Next Excess Over
FUND (Millions) $50,000,000 $450,000,000 $500,000,000
- ---- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Phoenix-Engemann Funds
Phoenix-Engemann Growth Fund $501.7 0.90% 0.80% 0.70%
Phoenix-Engemann Nifty Fifty Fund $342.5 0.90% 0.80% 0.70%
Phoenix-Engemann Value 25 Fund $39.5 0.90% 0.80% 0.70%
Phoenix-Engemann Small & $88.3 1.00% 0.90% 0.80%
Mid-Cap Growth Fund
</TABLE>

<TABLE>
<CAPTION>
Rate for
Size of Rate for Rate for Rate for Excess
Fund First Next Next Over $2
FUND (Millions) $262,000,000 $738,000,000 $1 Billion Billion
---- ---------- ------------ ------------ ---------- --------
<S> <C> <C> <C> <C> <C>
Phoenix Series
Fund
Phoenix $286.1 0.20% 0.35% 0.325% 0.30%
Aggressive
Growth Fund
</TABLE>

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

Management of Engemann

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

<TABLE>
<CAPTION>
Name Principal Occupation
- ---- ---------------------
<S> <C>

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

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

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

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

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

11
<PAGE>

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

<TABLE>
<CAPTION>
Name Principal Occupation
- ---- ---------------------
<S> <C>
Roger Engemann President of the Roger Engemann &
Associates, Inc. since 1972. President
and a Director of Pasadena Capital
Corporation.

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

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

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

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

12
<PAGE>

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

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

Phoenix Investment Partners, Ltd. acquired all of the outstanding stock
of Pasadena Capital Corporation through a merger of a Phoenix subsidiary,
Phoenix Apollo Corp. with and into Pasadena Capital Corporation on September
3, 1997.

RECOMMENDATION

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

Voting Requirements

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

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

13
<PAGE>

ADDITIONAL INFORMATION

Other Matters

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

Proposals For Next Meeting Of Shareholders

The Trust is not required and does not intend to hold annual meetings of
shareholders. The next meeting of shareholders will be held at such time as may
be determined by the Trustees or legally required. Any shareholder desiring to
present a proposal for consideration at the next meeting of shareholders must
submit the proposal in writing so that it is received by the Trust within a
reasonable time before the solicitation for such meeting is made and must
satisfy all other legal requirements.

By Order of the Board of Trustees,

G. Jeffrey Bohne, Secretary

Greenfield, Massachusetts
September 18, 1998

14
<PAGE>

EXHIBIT A

PHOENIX STRATEGIC EQUITY SERIES FUND
SUBADVISORY AGREEMENT
---------------------

June 26, 1998

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

RE: Subadvisory Agreement

Gentlemen:

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

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

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

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

3. Services of Subadviser. The Subadviser shall provide the services set
forth herein and in Schedule A attached hereto and made a part hereof. In
providing management services to the Series, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust as they apply to the Series and as set forth in the Trust's then
current Prospectus and Statement of Additional Information (as the same
may be modified from time to time), and to the Trust's Agreement and
Declaration of Trust, to the investment and other restrictions set forth
in the Act, the Securities Act of 1933 and the Internal Revenue Code and
the rules and regulations thereunder, and to the supervision and control
of the Trustees of the Trust (the "Trustees"). The Subadviser shall not,
without the Adviser's prior approval, effect any transactions which would
cause the Series at the time of the transaction to be out of compliance
with any of such restrictions or policies.

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

2
<PAGE>

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

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

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

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

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

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

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

D. Reference is hereby made to the Declaration of Trust dated June 25,
1986, establishing the Trust, a copy of which has been filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere as required
by law, and to any and all amendments thereto so filed or hereafter so
filed with the Secretary of the Commonwealth of Massachusetts and
elsewhere as required by law. The name Phoenix Strategic Equity Series
Fund refers to the Trustees under said Declaration of Trust, as Trustees
and not personally, and no Trustee, shareholder, officer, agent or
employee of the Trust shall be held to any personal liability in
connection with the affairs of the Trust; only the trust estate under
said Declaration of Trust is liable. Without limiting the generality of
the foregoing, neither the Subadviser nor any of its officers, directors,
partners, shareholders or employees shall, under any circumstances, have
recourse or cause or will-

3
<PAGE>

ingly permit recourse to be had directly or indirectly to any personal,
statutory, or other liability of any shareholder, Trustee, officer, agent
or employee of the Trust or of any successor of the Trust, whether such
liability now exists or is hereafter incurred for claims against the
trust estate.

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

13. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and
effect until October 31, 1998, and thereafter only so long as its
continuance has been specifically approved at least annually by the
Trustees in accordance with Section 15(a) of the Act, and by the majority
vote of the disinterested Trustees in accordance with the requirements of
Section 15(c) thereof.

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

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

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

PHOENIX INVESTMENT COUNSEL, INC.

By: /s/ Michael E. Haylon
----------------------------
Michael E. Haylon
President

ACCEPTED:

SENECA CAPITAL MANAGEMENT LLC

By: /s/ Sandra J. Westhoff
--------------------------------
Sandra J. Westhoff
Chief Operating Officer

<TABLE>
<S> <C> <C>
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements
</TABLE>

4
<PAGE>

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

SUBADVISER FUNCTIONS

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

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

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

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

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

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

5
<PAGE>

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

OPERATIONAL PROCEDURES

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

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

<TABLE>

<S> <C>
1. Purchase or sale;

2. Security name;

3. CUSIP number (if applicable);

4. Number of shares and sales price per share;

5. Executing broker;

6. Settlement agent;

7. Trade date;

8. Settlement date;

9. Aggregate commission or if a net trade;

10. Interest purchased or sold from interest bearing security;

11. Other fees;

12. Net proceeds of the transaction;

13. Exchange where trade was executed; and

14. Identified tax lot (if applicable).
</TABLE>

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

6
<PAGE>

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

SUBADVISORY FEE

For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.20% of the average daily net
assets of the Phoenix Equity Opportunities Fund up to $184 million, 0.35% of
such value between $184 million and $1 billion, 0.325% of such value between $1
billion and $2 billion, and 0.30% of such value in excess of $2 billion. The
fees shall be prorated for any month during which this agreement is in effect
for only a portion of the month. In computing the fee to be paid to the
Subadviser, the net asset value of the Trust and each Series shall be valued as
set forth in the then current registration statement of the Trust.

7
<PAGE>

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

RECORDS TO BE MAINTAINED BY THE SUBADVISER

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

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

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

A. Shall include the consideration given to:

(i) The sale of shares of the Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers
to:
(a) The Trust,
(b) The Adviser (Phoenix Investment Counsel, Inc.)
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as such.

B. Shall show the nature of the services or benefits made available.

C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions
or other compensation.

D. The name of the person responsible for making the determination of
such allocation and such division of brokerage commissions or other
compensation.

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

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

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

8
<PAGE>

<PAGE>
EXHIBIT B
---------

PHOENIX STRATEGIC EQUITY SERIES FUND
SUBADVISORY AGREEMENT
---------------------

June 26, 1998

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

RE: Subadvisory Agreement

Gentlemen:

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

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

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

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

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

<PAGE>

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

2
<PAGE>

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

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

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

D. Reference is hereby made to the Declaration of Trust dated June 25,
1986, establishing the Trust, a copy of which has been filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere as required
by law, and to any and all amendments thereto so filed or hereafter filed
with the Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law. The name Phoenix Strategic Equity Series Fund refers to
the Trustees under said Declaration of Trust, as Trustees and not
personally, and no Trustee, shareholder, officer, agent or employee of
the Trust shall be held to any personal liability in connection with the
affairs of the Trust; only the trust estate under said Declaration of
Trust is liable. Without limiting the generality of the foregoing,
neither the Subadviser nor any of its officers, directors, partners,
shareholders or employees shall, under any circumstances, have recourse
or cause or willingly permit recourse to be had directly or indirectly to
any personal, statutory, or other liability of any shareholder, Trustee,
officer, agent or employee of the Trust or of any successor of the Trust,
whether such liability now exists or is hereafter incurred for claims
against the trust estate.

3
<PAGE>

PHOENIX INVESTMENT COUNSEL, INC.

By: /s/ Michael E. Haylon
----------------------------
Michael E. Haylon
President

ACCEPTED:

ROGER ENGEMANN & ASSOCIATES, INC.

By: /s/ Roger Engemann
----------------------------
Roger Engemann
President

<TABLE>

<S> <C> <C>
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements
</TABLE>

4
<PAGE>

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

SUBADVISER FUNCTIONS

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

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

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

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

5
<PAGE>

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

OPERATIONAL PROCEDURES

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

<TABLE>
<S> <C>
1. Purchase or sale;

2. Security name;

3. CUSIP number (if applicable);

4. Number of shares and sales price per share;

5. Executing broker;

6. Settlement agent;

7. Trade date;

8. Settlement date;

9. Aggregate commission or if a net trade;

10. Interest purchased or sold from interest bearing security;

11. Other fees;

12. Net proceeds of the transaction;

13. Exchange where trade was executed; and

14. Identified tax lot (if applicable).
</TABLE>

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

6
<PAGE>

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

SUBADVISORY FEE

For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.20% of the average daily net
assets of the Phoenix Small Cap Fund up to $323 million, 0.375% of such value
between $323 million and $1 billion, 0.35% of such value between $1 billion and
$2 billion, and 0.325% of such value in excess of $2 billion. The fees shall be
prorated for any month during which this agreement is in effect for only a
portion of the month. In computing the fee to be paid to the Subadviser, the net
asset value of the Trust and each Series shall be valued as set forth in the
then current registration statement of the Trust.

7
<PAGE>

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

RECORDS TO BE MAINTAINED BY THE SUBADVISER

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

8
<PAGE>

PHOENIX STRATEGIC EQUITY SERIES FUND

101 Munson Street
Greenfield, Massachusetts 01301

Proxy for a Special Meeting of Shareholders

PROXY

The undersigned shareholder of Phoenix Strategic Equity Series Fund (the
"Trust"), revoking any and all previous proxies heretofore given for shares of
the Trust held by the undersigned, hereby constitutes and appoints Philip R.
McLoughlin, Thomas N. Steenburg and William E. Keen, III, and any and each of
them, proxies and attorneys of the undersigned, with power of substitution to
each, for and in the name of the undersigned to vote and act upon all matters
(unless and except as expressly limited below) at the Special Meeting of
Shareholders of the Trust to be held on October 27, 1998 at the offices of the
Trust, 101 Munson Street, Greenfield, Massachusetts, and at any and all
adjournments thereof, with respect to all shares of the Trust for which the
undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act, with all the
powers the undersigned would possess if personally present and to vote with
respect to specific matters as set forth below.

To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope.

This proxy, if properly executed, will be voted in the manner as directed herein
by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
TRUST WHICH RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS

<PAGE>

[X] Please mark votes as in this Example.

- -------------------------------------
PHOENIX STRATEGIC EQUITY SERIES FUND
- -------------------------------------

PROPOSAL 1.
TO APPROVE A SUBADVISORY AGREEMENT WITH
SENECA CAPITAL MANAGEMENT LLC.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

PROPOSAL 2.
TO APPROVE A SUBADVISORY AGREEMENT WITH
ROGER ENGEMANN & ASSOCIATES, INC.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

|-------
Please be sure to sign and date this Proxy. | Date
- --------------------------------------------------------------------------------

Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------

NOTE: Please sign exactly as your name appears hereon. If shares are registered
in more than one name, all registered shareholders should sign this proxy; but
if one shareholder signs, this signature binds the other shareholder. When
signing as an attorney, executor, administrator, agent, trustee, guardian, or
custodian for a minor, please give full title as such. If a corporation, please
sign in full corporate name by an authorized person. If a partnership, please
sign in partnership name by an authorized person.

This proxy may be revoked by the shareholder(s) at any time prior to the Special
Meeting of Shareholders.

RECORD DATE SHARES: