EXHIBIT (17)(a)
FORM OF VOTING INSTRUCTIONS CARD AND PROXY CARD
FOR PHOENIX-JANUS CORE EQUITY SERIES
VOTING INSTRUCTIONS CARD
INSTRUCTIONS OF POLICYHOLDER/CONTRACTOWNER FOR VOTING SHARES OF
THE PHOENIX EDGE SERIES FUND
These proposals are discussed in detail in the attached Proxy Statement. The
Board of Trustees of the Fund is soliciting the enclosed proxy. As a
convenience, you can now vote in any one of four ways:
o Through the Internet at www.proxyweb.com;
o By telephone, with a toll-free call to the Fund's proxy tabulator, at
1-888-221-0697;
o By mail, using the enclosed Voting Instructions Card(s) and postage paid
envelope; or
o In person at the Special Meeting.
We encourage you to vote by Internet or telephone, using the control number
that appears at left. These voting methods will reduce the time and costs
associated with this proxy solicitation. Whichever method you choose please read
the enclosed proxy statement before you vote.
PLEASE RESPOND - IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY. YOUR VOTE IS IMPORTANT.
The undersigned, being the owner of a variable life insurance policy
("Policyholder") or variable annuity contract ("Contractowner") issued by
Phoenix Life Insurance Company and its subsidiaries (together "Phoenix"), hereby
instructs Phoenix to cause the shares of Phoenix-Janus Core Equity Series, a
series of The Phoenix Edge Series Fund ("Fund"), allocable to ("Policyholder")
or Contractowner's account identified on this Voting Instructions Card, to be
voted at the Special Meeting of Shareholders of the Fund to be held on March 18,
2002 at One American Row, Hartford, Connecticut, and at any and all adjournments
or postponements thereof, in the manner directed below with respect to the
matters described in the notice and accompanying Proxy Statement for said
meeting which have been received by the undersigned.
THE PROXY FOR WHICH VOTING INSTRUCTIONS ARE BEING REQUESTED IS BEING
SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND WHO RECOMMEND A VOTE "FOR" EACH
OF THE PROPOSALS.
The voting instruction will be voted as marked. IF NOT MARKED, THIS
VOTING INSTRUCTION WILL BE VOTED FOR THE PROPOSAL. If you do not vote or this
voting instruction is not returned properly executed, your votes will be cast by
Phoenix on behalf of the pertinent separate account in the same proportion as it
votes shares held by that separate account for which it has received
instructions.
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
Please do not use fine point pens. [x]
NAME OF SERIES: [__________]
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FOR AGAINST ABSTAIN
- -------------------------------------------------------------------------- ----------- ---------------- --------------
PROPOSAL 1:
- ----------
REORGANIZATION OF FUND
TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION, DATED MARCH 18, 2002, AND THE TRANSACTIONS IT
CONTEMPLATES, INCLUDING (a) THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF [ ] [ ] [ ]
THE ASSETS OF THE PHOENIX-JANUS CORE EQUITY SERIES TO PHOENIX-JANUS
GROWTH SERIES, ANOTHER SERIES OF THE PHOENIX EDGE SERIES FUND, IN
EXCHANGE SOLELY FOR SHARES OF THE PHOENIX-JANUS GROWTH SERIES AND THE
ASSUMPTION BY THE PHOENIX-JANUS GROWTH SERIES OF ALL KNOWN LIABILITIES
OF THE PHOENIX-JANUS CORE EQUITY SERIES AND (b) THE
----------- ---------------- --------------
FOR AGAINST ABSTAIN
- -------------------------------------------------------------------------- ----------- ---------------- --------------
DISTRIBUTION OF THE SHARES OF THE PHOENIX-JANUS GROWTH SERIES SO
RECEIVED TO SHAREHOLDERS OF THE PHOENIX-JANUS CORE EQUITY SERIES IN
COMPLETE LIQUIDATION OF THE PHOENIX-JANUS CORE EQUITY SERIES.
- -------------------------------------------------------------------------- ----------- ---------------- --------------
- --------------------------------------------------------------------------------
PROPOSAL 2:
- ----------
TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE VOTING INSTRUCTIONS CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
____________________________________________ ____________________________________________
Signature of Participant Date Signature Joint Owner(s) Date
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE
REGISTERED IN MORE THAN ONE NAME, ALL PARTICIPANTS SHOULD SIGN THIS VOTING
INSTRUCTION; BUT IF ONE PARTICIPANT SIGNS, THIS SIGNATURE BINDS THE OTHER
PARTICIPANT(S). 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.
THE PHOENIX EDGE SERIES FUND
These proposals are discussed in detail in the attached Proxy Statement. The
Board of Trustees of the Fund is soliciting the enclosed proxy. As a
convenience, you can now vote in any one of four ways:
o Through the Internet at www.proxyweb.com;
o By telephone, with a toll-free call to the Fund's proxy tabulator, at
1-888-221-0697;
o By mail, using the enclosed Voting Instructions Card(s) and postage paid
envelope; or
o In person at the Special Meeting.
We encourage you to vote by Internet or telephone, using the control number
that appears at left. These voting methods will reduce the time and costs
associated with this proxy solicitation. Whichever method you choose please read
the enclosed proxy statement before you vote.
PLEASE RESPOND - IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY. YOUR VOTE IS IMPORTANT.
The undersigned shareholder of Phoenix-Janus Core Equity Series, a series
of The Phoenix Edge Series Fund (the "Fund") hereby appoints Doreen A. Bonner,
Noreen M. O'Connell and Richard J. Wirth, and any and each of them, proxies of
the undersigned, with power of substitution to each, for and in the name of the
undersigned to vote and act upon all matters (unless and except as expressly
limited below) at the Special Meeting of Shareholders of the Fund to be held on
March 18, 2002 at One American Row, Hartford, Connecticut, notice of which
meeting and the Proxy Statement accompanying the same have been received by the
undersigned, or at any and all adjournments or postponements thereof, with
respect to all shares of the Fund for which the undersigned is entitled to vote
or with respect to which the undersigned would be entitled to vote or act, with
all the powers the undersigned would possess if personally present voting with
respect to the specific matters set forth below. Any proxies heretofore given by
the undersigned with respect to said meeting are hereby revoked.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES WHO RECOMMEND A VOTE
"FOR" EACH OF THE PROPOSALS.
SPECIFY DESIRED ACTION BY CHECK MARK IN THE APPROPRIATE SPACE. IN THE
ABSENCE OF SUCH SPECIFICATION, THE PERSONS NAMED AS PROXIES HAVE DISCRETIONARY
AUTHORITY, WHICH THEY INTEND TO EXERCISE BY VOTING SHARES REPRESENTED BY THIS
PROXY IN FAVOR OF EACH OF THE PROPOSALS.
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
Please do not use fine point pens. [x]
NAME OF SERIES: [__________]
----------- ---------------- --------------
FOR AGAINST ABSTAIN
- -------------------------------------------------------------------------- ----------- ---------------- --------------
PROPOSAL 1:
- ----------
REORGANIZATION OF FUND
TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION, DATED MARCH 18, 2002, AND THE TRANSACTIONS IT
CONTEMPLATES, INCLUDING (a) THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF [ ] [ ] [ ]
THE ASSETS OF THE PHOENIX-JANUS CORE EQUITY SERIES TO PHOENIX-JANUS
GROWTH SERIES, ANOTHER SERIES OF THE PHOENIX EDGE SERIES FUND, IN
EXCHANGE SOLELY FOR SHARES OF THE PHOENIX-JANUS GROWTH SERIES AND THE
ASSUMPTION BY THE PHOENIX-JANUS GROWTH SERIES OF ALL KNOWN LIABILITIES
OF THE PHOENIX-JANUS CORE EQUITY SERIES AND (b) THE DISTRIBUTION OF THE
SHARES OF THE PHOENIX-JANUS GROWTH SERIES SO RECEIVED TO SHAREHOLDERS OF
THE PHOENIX-JANUS CORE EQUITY SERIES IN
----------- ---------------- --------------
FOR AGAINST ABSTAIN
- -------------------------------------------------------------------------- ----------- ---------------- --------------
COMPLETE LIQUIDATION OF THE PHOENIX-JANUS CORE EQUITY SERIES.
- -------------------------------------------------------------------------- ----------- ---------------- --------------
- --------------------------------------------------------------------------------
PROPOSAL 2:
- ----------
TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
____________________________________________ ____________________________________________
Signature of Participant Date Signature Joint Owner(s) Date
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. CORPORATE PROXIES
SHOULD BE SIGNED BY AN AUTHORIZED OFFICER.